-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q+t/UwleHXdWnQejKXdiyJKvRTFQulnnjWJ4XgnrOEbsMtxH4FsfIBNg1Ylsl8kI hXqstQJnJLTAT9T5WmfIgQ== 0001140361-08-023455.txt : 20081020 0001140361-08-023455.hdr.sgml : 20081020 20081020064048 ACCESSION NUMBER: 0001140361-08-023455 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20081020 DATE AS OF CHANGE: 20081020 EFFECTIVENESS DATE: 20081020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSSEN ELLIOT CENTRAL INDEX KEY: 0001059381 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-74 FILM NUMBER: 081130460 BUSINESS ADDRESS: BUSINESS PHONE: 9194199098 MAIL ADDRESS: STREET 1: 3100 TOWER BLVD STREET 2: UNIVERSITY TOWER STE 1104 CITY: DURHAM STATE: NC ZIP: 27707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYERTON SHIPPING CO LTD CENTRAL INDEX KEY: 0001359903 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-86 FILM NUMBER: 081130472 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLATAN SHIPPING CO LTD CENTRAL INDEX KEY: 0001359906 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-90 FILM NUMBER: 081130476 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MADRAS SHIPPING CO LTD CENTRAL INDEX KEY: 0001359916 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-98 FILM NUMBER: 081130484 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXYGEN SHIPPING CO LTD. CENTRAL INDEX KEY: 0001359920 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-93 FILM NUMBER: 081130479 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Annapolis Shipping CO LTD CENTRAL INDEX KEY: 0001359990 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-79 FILM NUMBER: 081130465 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blueberry Shipping CO LTD CENTRAL INDEX KEY: 0001359991 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-75 FILM NUMBER: 081130461 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fago Shipping CO LTD CENTRAL INDEX KEY: 0001359995 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-69 FILM NUMBER: 081130455 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Farat Shipping CO LTD CENTRAL INDEX KEY: 0001359996 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-68 FILM NUMBER: 081130454 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Iguana Shipping CO LTD CENTRAL INDEX KEY: 0001359999 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-62 FILM NUMBER: 081130448 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hydrogen Shipping Co Ltd. CENTRAL INDEX KEY: 0001360001 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-63 FILM NUMBER: 081130449 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lancat Shipping CO LTD CENTRAL INDEX KEY: 0001360002 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-58 FILM NUMBER: 081130444 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lansat Shipping CO LTD CENTRAL INDEX KEY: 0001360003 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-57 FILM NUMBER: 081130443 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Helium Shipping Co Ltd. CENTRAL INDEX KEY: 0001360015 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-65 FILM NUMBER: 081130451 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Samsara Shipping CO LTD CENTRAL INDEX KEY: 0001361116 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-85 FILM NUMBER: 081130471 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Thelma Shipping CO LTD CENTRAL INDEX KEY: 0001361117 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-55 FILM NUMBER: 081130441 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zatac Shipping CO LTD CENTRAL INDEX KEY: 0001361118 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-50 FILM NUMBER: 081130436 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tolan Shipping CO LTD CENTRAL INDEX KEY: 0001361183 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-54 FILM NUMBER: 081130440 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FABIANA NAVIGATION CO LTD CENTRAL INDEX KEY: 0001361199 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-70 FILM NUMBER: 081130456 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wealth Management Inc. CENTRAL INDEX KEY: 0001361304 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-51 FILM NUMBER: 081130437 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Celine Shipping CO LTD CENTRAL INDEX KEY: 0001361317 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-73 FILM NUMBER: 081130459 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Karmen Shipping CO LTD CENTRAL INDEX KEY: 0001361322 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-60 FILM NUMBER: 081130446 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Malvina Shipping CO LTD CENTRAL INDEX KEY: 0001361328 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-97 FILM NUMBER: 081130483 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Arleta Navigation CO LTD CENTRAL INDEX KEY: 0001361329 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-77 FILM NUMBER: 081130463 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Selma Shipping CO LTD CENTRAL INDEX KEY: 0001361330 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-82 FILM NUMBER: 081130468 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Felicia Navigation CO LTD CENTRAL INDEX KEY: 0001361331 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-67 FILM NUMBER: 081130453 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Onil Shipping CO LTD CENTRAL INDEX KEY: 0001361332 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-94 FILM NUMBER: 081130480 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Silicon Shipping CO LTD CENTRAL INDEX KEY: 0001361334 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-81 FILM NUMBER: 081130467 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Seaventure Shipping LTD CENTRAL INDEX KEY: 0001361483 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-84 FILM NUMBER: 081130470 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TROJAN MARITIME CO. CENTRAL INDEX KEY: 0001413125 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-53 FILM NUMBER: 081130439 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPO MARINE CO. CENTRAL INDEX KEY: 0001413126 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-80 FILM NUMBER: 081130466 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANUS OWNING CO LTD CENTRAL INDEX KEY: 0001413127 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-52 FILM NUMBER: 081130438 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETHYS OWNING CO LTD CENTRAL INDEX KEY: 0001413129 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-56 FILM NUMBER: 081130442 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAR RECORD OWNING CO LTD CENTRAL INDEX KEY: 0001413130 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-100 FILM NUMBER: 081130485 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELENE OWNING CO LTD CENTRAL INDEX KEY: 0001413131 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-83 FILM NUMBER: 081130469 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REA OWNING CO LTD CENTRAL INDEX KEY: 0001413132 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-88 FILM NUMBER: 081130474 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOEBE OWNING CO LTD CENTRAL INDEX KEY: 0001413134 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-91 FILM NUMBER: 081130477 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATERNAL OWNING CO LTD CENTRAL INDEX KEY: 0001413135 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-92 FILM NUMBER: 081130478 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATERNAL OWNING CO LTD CENTRAL INDEX KEY: 0001413136 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-96 FILM NUMBER: 081130482 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRONOS OWNING CO LTD CENTRAL INDEX KEY: 0001413137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-59 FILM NUMBER: 081130445 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IOLI OWNING CO LTD CENTRAL INDEX KEY: 0001413139 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-61 FILM NUMBER: 081130447 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUMAN OWNING CO LTD CENTRAL INDEX KEY: 0001413140 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-64 FILM NUMBER: 081130450 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAIA OWNING CO LTD CENTRAL INDEX KEY: 0001413141 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-66 FILM NUMBER: 081130452 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FORMER COMPANY: FORMER CONFORMED NAME: GALA OWNING CO LTD DATE OF NAME CHANGE: 20070921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIONE OWNING CO LTD CENTRAL INDEX KEY: 0001413143 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-71 FILM NUMBER: 081130457 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSICAL OWNING CO LTD CENTRAL INDEX KEY: 0001413144 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-72 FILM NUMBER: 081130458 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS OWNING CO LTD CENTRAL INDEX KEY: 0001413145 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-76 FILM NUMBER: 081130462 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARGO OWNING CO LTD CENTRAL INDEX KEY: 0001413146 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-78 FILM NUMBER: 081130464 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIMELEAD SHAREHOLDERS INC. CENTRAL INDEX KEY: 0001447382 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-89 FILM NUMBER: 081130475 BUSINESS ADDRESS: STREET 1: 5/1 MERCHANTS STREET CITY: VALLETTA VLT 1171 STATE: O1 ZIP: 0000000000 BUSINESS PHONE: 00356 21 222097 MAIL ADDRESS: STREET 1: 5/1 MERCHANTS STREET CITY: VALLETTA VLT 1171 STATE: O1 ZIP: 0000000000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONTEAGLE SHIPPING S.A. CENTRAL INDEX KEY: 0001413123 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-95 FILM NUMBER: 081130481 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSCOE MARINE LTD. CENTRAL INDEX KEY: 0001413124 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540-87 FILM NUMBER: 081130473 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DryShips Inc. CENTRAL INDEX KEY: 0001308858 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-146540 FILM NUMBER: 081130435 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 011-30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 POSASR 1 d927958_pos-asr.htm d927958_pos-asr.htm
 
 Registration Statement No. 333 - 146540
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

     
     
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
     
     
DRYSHIPS INC.
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
 
  
N/A
(I.R.S. Employer
Identification No.)
 
 
DryShips Inc.
80 Kiffissias Avenue
Amaroussion 15125
Athens, Greece
(30) 210 80 90 570
(Address and telephone number of
Registrant’s principal executive offices)
    
Seward & Kissel LLP
Attention:  Gary J. Wolfe, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, address and telephone
number of agent for service)
     
     
   
Copies to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
  
     
     
     
 
Approximate date of commencement of proposed sale to the public:  From time to time after this registration statement becomes effective as determined by market conditions and other factors.
 
If only securities being registered on the Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   o
 
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  x
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
     
 
Title of Each Class of
Securities to be Registered
  
Amount to be Registered/Proposed
Maximum Aggregate Offering Price (1)
  
Amount of Registration Fee
 
Common Stock, par value $ 0.01 per share
    
 
Preferred Share Purchase Rights (2)
    
 
Preferred Shares, par value $ 0.01 per share
    
 
Debt Securities
    
 
Guarantees
    
 
Warrants
    
 
Purchase Contracts
    
 
Units
    
 
Total
  
Indeterminate
  
$ 0 (3)
 
     
(1)
An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices.  Also includes such indeterminate amount of debt securities and number of preferred shares and common stock as may be issued upon conversion or exchange for any other debt securities or preferred shares that provide for conversion or exchange into other securities.
(2)
Preferred share purchase rights are not currently separable from our common stock and are not currently exercisable.  The value attributable to the preferred share purchase rights, if any, will be reflected in the market price of our common stock.
(3)
In connection with the securities offered hereby, the Registrant is deferring payment of all of the registration fees and will “pay-as-you-go” registration fees in accordance with Rule 456(b) and Rule 457(r).

 
 
 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-146540) is being filed by Dryships Inc. (the “Company”) for the purpose of (i) registering preferred share purchase rights related to the Company’s common stock pursuant to Rule 413(b) under the Securities Act; (ii) updating the prospectus that forms a part of the Registration Statement to include references to such preferred share purchase rights and to reflect certain other updates related to the passage of time, including the acquisition of additional vessels and the intended distribution to shareholders of the Company of one share of its subsidiary, Primelead Shareholders Inc., or Primelead, for each outstanding share of the common stock of the Company, which we refer to as the Spin Off; and (iii) filing exhibits to the Registration Statement relating to the preferred share purchase rights and the Spin Off.
 

 
i
 

TABLE OF ADDITIONAL REGISTRANTS
 
 
Exact Name of Registrant as Specified in its Charter
Country of
Incorporation
Primary Standard Industrial Classification Code No.
Hydrogen Shipping Company Limited
Malta
4412
Oxygen Shipping Company Limited
Malta
4412
Annapolis Shipping Company Limited
Malta
4412
Helium Shipping Company Limited
Malta
4412
Blueberry Shipping Company Limited
Malta
4412
Silicon Shipping Company Limited
Malta
4412
Lancat Shipping Company Limited
Malta
4412
Tolan Shipping Company Limited
Malta
4412
Malvina Shipping Company Limited
Malta
4412
Arleta Navigation Company Limited
Malta
4412
Selma Shipping Company Limited
Malta
4412
Royerton Shipping Company Limited
Malta
4412
Samsara Shipping Company Limited
Malta
4412
Lansat Shipping Company Limited
Malta
4412
Farat Shipping Company Limited
Malta
4412
Madras Shipping Company Limited
Malta
4412
Iguana Shipping Company Limited
Malta
4412
Borsari Shipping Company Limited
Malta
4412
Onil Shipping Company Limited
Malta
4412
Zatac Shipping Company Limited
Malta
4412
Fabiana Navigation Company Limited
Malta
4412
Fago Shipping Company Limited
Malta
4412
Felicia Navigation Company Limited
Malta
4412
Karmen Shipping Company Limited
Malta
4412
Thelma Shipping Company Limited
Malta
4412
Celine Shipping Company Limited
Malta
4412
Seaventure Shipping Limited
Marshall Islands
4412
Tempo Marine Co.
Marshall Islands
4412
Star Record Owning Company Limited
Marshall Islands
4412
Human Owning Company Limited
Marshall Islands
4412
Classical Owning Company Limited
Marshall Islands
4412
Maternal Owning Company Limited
Marshall Islands
4412
Paternal Owning Company Limited
Marshall Islands
4412
Argo Owning Company Limited
Marshall Islands
4412
Rea Owning Company Limited
Marshall Islands
4412
Gaia Owning Company Limited
Marshall Islands
4412
Kronos Owning Company Limited
Marshall Islands
4412
Trojan Maritime Co.
Marshall Islands
4412
Atlas Owning Company Limited
Marshall Islands
4412
Dione Owning Company Limited
Marshall Islands
4412
Phoebe Owning Company Limited
Marshall Islands
4412
Uranus  Owning Company Limited
Marshall Islands
4412
Platan Shipping Company Limited
Malta
4412
Selene Owning Company Limited
Marshall Islands
4412
Tethys Owning Company Limited
Marshall Islands
4412
Ioli Owning Company Limited
Marshall Islands
4412
 
Roscoe Marine Ltd.
Marshall Islands
4412
Monteagle Shipping S.A.
Marshall Islands
4412
Wealth Management Inc.
Marshall Islands
4412
Primelead Shareholders Inc
Marshall Islands
4412
                                    

 
ii
 

Prospectus


DRYSHIPS INC.


Through this prospectus, we or any selling shareholder may periodically offer:
 
(1)  
our common stock (including preferred share purchase rights),
 
(2)  
our preferred shares,
 
(3)  
our debt securities, which may be guaranteed by one or more of our subsidiaries,
 
(4)  
our warrants,
 
(5)  
our purchase contracts, and
 
(6)  
our units.
 
The prices and terms of the securities that we or any selling shareholder will offer will be determined at the time of their offering and will be described in a supplement to this prospectus. We will not receive any of the proceeds from the sale of securities by any selling shareholder.
 
Our common stock is currently listed on the Nasdaq Global Market under the symbol “DRYS.”
 
The securities issued under this prospectus may be offered directly or through underwriters, agents or dealers. The names of any underwriters, agents or dealers will be included in a supplement to this prospectus.
 
An investment in these securities involves risks. See the section entitled “Risk Factors” beginning on page 20 of this prospectus, and other risk factors contained in the applicable prospectus supplement and in the documents incorporated by reference herein and therein.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The date of this prospectus is October 17, 2008

 
 
 


TABLE OF CONTENTS

Page
 
PROSPECTUS SUMMARY
1
RISK FACTORS
20
USE OF PROCEEDS 36
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
36
RATIO OF EARNINGS TO FIXED CHARGES
37
CAPITALIZATION
38
TAXATION   38
PLAN OF DISTRIBUTION
38
ENFORCEMENT OF CIVIL LIABILITIES
40
PRICE RANGE OF COMMON STOCK   40
DESCRIPTION OF CAPITAL STOCK
40
DESCRIPTION OF PREFERRED SHARES
46
DESCRIPTION OF WARRANTS
47
DESCRIPTION OF DEBT SECURITIES
48
DESCRIPTION OF PURCHASE CONTRACTS
58
DESCRIPTION OF UNITS
58
EXPENSES
58
LEGAL MATTERS
59
EXPERTS
59
WHERE YOU CAN FIND ADDITIONAL INFORMATION
59


(i)
 
 
 

We prepare our financial statements, including all of the financial statements included or incorporated by reference in this prospectus, in U.S. dollars and in conformity with U.S. generally accepted accounting principles , or “U.S. GAAP.”  We have a fiscal year end of December 31.
 
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the Commission, using a shelf registration process.  Under the shelf registration process, we or any selling shareholder may sell the common stock (including preferred share purchase rights), preferred shares, debt securities (and related guarantees), warrants, purchase contracts and units described in this prospectus in one or more offerings.  This prospectus provides you with a general description of the securities we or any selling shareholder may offer.  Each time we or a selling shareholder offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the offered securities.  We may file a prospectus supplement in the future that may also add, update or change the information contained in this prospectus.  You should read carefully both this prospectus and any prospectus supplement, together with the additional information described below.
 
This prospectus does not contain all the information provided in the registration statement we filed with the Commission.  For further information about us or the securities offered hereby, you should refer to that registration statement, which you can obtain from the Commission as described below under “Where You Can Find More Information.”



(ii)
 
 
 

This section summarizes some of the information that is contained later in this prospectus or in other documents incorporated by reference into this prospectus. As an investor or prospective investor, you should review carefully the risk factors and the more detailed information that appears later in this prospectus or is contained in the documents that we incorporate by reference into this prospectus.
 
PROSPECTUS SUMMARY
 
Unless the context otherwise requires, as used in this prospectus, the terms “Company,” “we,” “us,” and “our” refer to DryShips Inc. and all of its subsidiaries, and “DryShips Inc.” refers only to DryShips Inc. and not to its subsidiaries.
 
We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.
 
Our Company
 
We are a Marshall Islands corporation with our principal executive offices in Athens, Greece. We were incorporated in September 2004. As of October 17, 2008, we own, through our subsidiaries, a fleet of 49 drybulk carriers comprised of 7 Capesize, 30 Panamax, 2 Supramax, and 10 newbuilding drybulk vessels, which have a combined deadweight tonnage of approximately 4.7 dwt.  We have agreed to acquire an additional nine Capesize drybulk vessels, five of which are newbuildings, which will result in an additional deadweight tonnage of approximately 1.6 million dwt.  Since our inception in 2004, we have increased the size and carrying capacity of our drybulk fleet from six vessels and approximately 514,890 dwt to 58 vessels of approximately 6.3 million dwt, inclusive of the nine Capesize vessels, five of which are newbuildings, we have agreed to acquire. Our drybulk fleet principally carries a variety of drybulk commodities including major bulks such as coal, iron ore, and grains, and minor bulks such as bauxite, phosphate, fertilizers and steel products. The average age of the vessels in our drybulk fleet is 7.8 years.
 
In addition, through our acquisition of Ocean Rig ASA, or Ocean Rig, a Norwegian offshore drilling services company whose shares were listed on the Oslo Stock Exchange, we own and operate two ultra-deep water, harsh environment, semi-submersible drilling rigs, the Leiv Eiriksson and the Eirik Raude.  In April 2008, we, through our subsidiary, DrillShips Investment Inc., or DrillShips Investment, exercised an option to acquire two newbuilding advanced capability drillships for use in ultra-deep water locations, identified as Hull 1865 and Hull 1866, for an expected cost of approximately $800 million per drillship.  We have entered into a share purchase agreement with related parties to acquire two additional newbuilding ultra-deep water drillships, identified as Hull 1837 and 1838, in exchange for shares of our subsidiary Primelead Shareholders.  See below under “Recent Developments – Acquisition of DrillShips Holdings Inc.” and “Spin Off of Primelead.”
 
We employ our vessels under period time charters, in the spot charter market and in drybulk carrier pools. Two of the Panamax drybulk carriers in our fleet are currently operated in a Panamax drybulk carrier pool. Pools have the size and scope to combine spot market voyages, time charters and contracts of affreightment with freight forward agreements for hedging purposes and to perform more efficient vessel scheduling thereby increasing fleet utilization. Thirty of our vessels are currently on time charter.
 
 
All of our drybulk carriers are managed by Cardiff Marine Inc., or Cardiff, under separate ship management agreements.  Mr. Economou, our Chairman, Chief Executive Officer and Interim Chief Financial Officer, has been active in shipping since 1976 and formed Cardiff in 1991. We are affiliated with Cardiff.  Cardiff, a Liberian corporation with offices in Greece, is responsible for all technical and commercial management functions of our drybulk fleet. We believe that Cardiff has established a reputation in the international drybulk shipping industry for operating and maintaining a fleet with high standards of performance, reliability and safety. Seventy percent of the issued and outstanding capital stock of Cardiff is owned by a foundation which is controlled by Mr. Economou.  The remaining 30% of the issued and outstanding capital stock of Cardiff is owned by a company controlled by Mr. Economou’s sister, who is also a member of our board of directors.  For information on management with respect to our offshore drilling operations, please see “Management of Our Offshore Drilling Operations.”
 
Cardiff provides comprehensive ship management services including technical supervision, such as repairs, maintenance and inspections, safety and quality, crewing and training, as well as supply provisioning. Cardiff’s commercial management services include operations, chartering, sale and purchase, post-fixture administration, accounting, freight invoicing and insurance. Cardiff completed early implementation of the International Maritime Organization’s, or IMO, International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code, in 1996. Cardiff has obtained documents of compliance for its office and safety management certificates for its vessels as required by the ISM Code and has been ISO 14001 certified since 2003, in recognition of its commitment to overall quality.
 
Our Fleet
 
As of October 17, 2008, our fleet is comprised of the following vessels:
 
 
Year
    
Current
Gross rate
Redelivery
 
Built
DWT
Type
employment
per day
Earliest
Latest
Capesize:
              
Alameda
2001
170,269
Capesize
T/C*
$41,982
Feb-2009
Apr-2009
Brisbane
1995
151,066
Capesize
T/C
$57,000
Dec-2011
Apr-2012
Capri
2001
172,579
Capesize
T/C
$61,000
Apr-2018
Jun-2018
Flecha
2004
170,012
Capesize
T/C
$55,000
Jul-2018
Nov-2018
Manasota
2004
171,061
Capesize
T/C
$67,000
Feb-2013
Apr-2013
Mystic
2008
170,500
Capesize
T/C
$52,310
Aug-2018
Dec-2018
Samsara
1996
150,393
Capesize
T/C
$139,000
Oct-2008
Dec-2008
 
Next
Employment
    
$57,000
Dec-2011
Apr-2012
Capesize We Have Agreed to Acquire:
              
Fernantina
2006
174,315
Capesize
T/C*
$41,159
Apr-2014
Jun-2014
Morgiana
1998
186,001
Capesize
T/C**
$67,500
Oct-2012
Dec-2012
Pompano
2006
174,219
Capesize
T/C*
$41,159
Mar-2014
May-2014
Ventura
2006
174,315
Capesize
T/C*
$41,159
Apr-2014
Jun-2014
 
6.6 years
1,864,730
11
        


 
1
 

 
Year
    
Current
Gross rate
Redelivery
 
Built
DWT
Type
employment
per day
Earliest
Latest
               
Panamax:
              
Avoca
2004
76,500
Panamax
Spot
$60,000
Prompt
Prompt
   Next  Employment  
 T/C
 $45,500
Sep-2013
 Dec-2013
Bargara
2002
74,832
Panamax
T/C
$43,750
May-2012
Jul-2012
Capitola
2001
74,832
Panamax
T/C
$39,500
Jun-2013
Aug-2013
Catalina
2005
74,432
Panamax
T/C
$40,000
Jun-2013
Aug-2013
Conquistador
2001
75,607
Panamax
Spot
$37,500
Prompt
Prompt
Coronado
2000
75,706
Panamax
T/C
$81,750
Sep-2008
Oct-2008
 
 Next
 Employment
  
Spot
 $8,000
 Prompt
 Prompt
Ecola
2001
73,931
Panamax
T/C
$43,500
Jun-2012
Aug-2012
Heinrich Oldendorff
2001
73,931
Panamax
BB
$20,633
Mar-2009
Jun-2009
Iguana
1996
70,349
Panamax
T/C
$77,000
Oct-2008
Nov-2008
 
 Next
 Employment
  
 Spot
 $16,500
 Prompt
Prompt
La Jolla
1997
72,126
Panamax
Spot
$26,000
Prompt
Prompt
  Next  Employment  
 Spot
 $16,500
Prompt
Prompt
Lacerta
1994
71,862
Panamax
Spot
$10,000
Prompt
Prompt
Ligari
2004
75,583
Panamax
T/C
$55,500
Jun-2012
Aug-2012
Maganari
2001
75,941
Panamax
Spot
$40,000
Prompt
Prompt
Majorca
2005
74,364
Panamax
T/C
$43,750
Jun-2012
Aug-2012
Marbella
2000
72,561
Panamax
T/C
$82,500
Oct-2008
Nov-2008
Mendocino
2002
76,623
Panamax
T/C
$56,500
Jun-2012
Sep-2012
Ocean Crystal
1999
73,688
Panamax
Spot
$69,000
Prompt
Prompt
Oregon
2002
74,204
Panamax
Spot
$16,000
Prompt
Prompt
Padre
2004
73,601
Panamax
T/C
$81,000
Oct-2008
Nov-2008
 
Next
Employment
    
$46,500
Sept-2012
Dec-2012
Paragon
1995
71,259
Panamax
Spot
$33,000
Prompt
Prompt
Positano
2000
73,288
Panamax
Spot
$28,000
Prompt
Prompt
 
Next
Employment
    
$42,500
Sept-2013
Dec-2013
Primera
1998
72,495
Panamax
T/C
$78,600
Sep-2008
Oct-2008
Redondo
2000
74,716
Panamax
T/C
$34,500
Apr-2013
Jun-2013
Saldanha
2004
75,500
Panamax
T/C
$52,500
Jun-2012
Sep-2012
Samatan
2001
74,823
Panamax
T/C
$39,500
May-2013
Jul-2013
Sonoma
2001
74,786
Panamax
Baumarine
$42,355
    
Sorrento
2004
76,633
Panamax
Spot
$39,500
Prompt
Prompt
Tonga
1984
66,798
Panamax
Spot
$58,500
Prompt
Prompt
Toro
1995
73,034
Panamax
Baumarine
$40,314
    
Xanadu
1999
72,270
Panamax
T/C
$39,750
Jul-2013
Sep-2013
               
 
8.9 years
2,216,275
30
        

 
2
 


 
Year
    
Current
Gross rate
Redelivery
 
Built
DWT
Type
employment
per day
Earliest
Latest
               
Supramax:
              
Clipper Gemini
2003
51,201
Supramax
BB
$27,000
Nov-2008
Jan-2009
VOC Galaxy
2002
51,201
Supramax
BB
$27,000
Sept-2008
Sept-2008
 
Next
Employment
    
$20,250
Sept-2010
Feb-2011
               
 
6.5 years
102,402
2
        
               
N/B Vessels:
              
N/B-Hull No: 1128
2008
177,000
Capesize
T/C
$60,000
 
N/B-Hull No:  0002
2009
180,000
Capesize
Spot
N/A
N/B-Hull No:  2089
2009
180,000
Capesize
Spot
N/A
N/B-Hull No: 0003
2010
180,000
Capesize
Spot
N/A
N/B-Hull No:  SS058
2010
82,100
Panamax
Spot
N/A
N/B-Hull No:  SS059
2010
82,100
Panamax
Spot
N/A
N/B-Hull No: 1518A
2009
75,000
Panamax
Spot
N/A
N/B-Hull No: 1519A
2010
75,000
Panamax
Spot
N/A
N/B-Hull No: 1568
2008
75,000
Panamax
Spot
N/A
N/B-Hull No: 1569
2009
75,000
Panamax
Spot
N/A
           
N/B Vessels We Have Agreed to Acquire:
          
N/B-Hull No: 1106
2009
177,926
Capesize
T/C
$56,000
 
N/B-Hull No: 1119
2010
177,926
Capesize
Spot
N/A
N/B-Hull No: 1129
2009
177,926
Capesize
Spot
N/A
N/B-Hull No: 1154
2009
177,926
Capesize
Spot
N/A
N/B-Hull No: 1155
2009
177,926
Capesize
Spot
N/A
   
2,070,830
15
        
               
Totals
7.82 years
6,254,237
58
        
               

 
3
 


 
Year
    
Current
Gross rate
Redelivery
 
Built
DWT
Type
employment
per day
Earliest
Latest
               
Rig:
              
Leiv Eiriksson
2001
Fifth-generation semi-submersible drilling unit
Contract with Shell U.K. Limited, A/S Norske Shell and Shell E&P Ireland Limited for a Two-Year Term at day rates ranging between $475,000 and $510,000
Eirik Raude
2002
Fifth-generation semi-submersible drilling unit
Contract with Tullow Oil PLC for a Three-Year Term at a day rate of $635,000
               
               
N/B Drillships:
              
N/B-Hull No: 1865
Q3 2011
  
UDW Drillship
      
N/B-Hull No: 1866
Q3 2011
  
UDW Drillship
      
N/B Drillships We Agreed to Acquire:
            
N/B-Hull No: 1837
Q4 2010
  
UDW Drillship
      
N/B-Hull No: 1838
Q1 2011
  
UDW Drillship
      

* Linked to the Baltic Index
**Staggered at a gross daily rate of $122,500, $95,000, $55,000, $35,000 and $30,000 for years one through five respectively.
1. For vessels trading in the spot market, the TCE rate is for the current voyage.
    
2. For vessels trading in the Baumarine pool the TCE rate is the Pool's estimate for earnings in the month of September.
3. For vessels trading in the spot market or in the Baumarine pool, the quoted rates are not indications of future earnings
and the company gives no assurance or guarantee of future rates.
    
4. The MV Heinrich Oldendorff, MV Clipper Gemini and MV VOC Galaxy are employed under a bareboat charter.
  
 
Our Drybulk Shipping Business Strategy
 
We focus our business strategy on providing reliable seaborne transportation services for drybulk cargoes at a competitive cost. We believe we can achieve our business objectives and increase shareholder value through our business strategy. The elements of our business strategy consist of:
 
 
·
Fleet Expansion Through Second Hand and Newbuilding Vessel Acquisitions. We intend to grow our fleet through timely and selective acquisitions of drybulk carriers. We will seek to identify potential second hand and newbuilding vessel acquisition candidates among all size categories of drybulk carriers in order to gain a worldwide presence in the drybulk carrier market with a fleet capable of servicing virtually all major ports and routes used for the seaborne transportation of key commodities and raw materials. We expect to maintain an average fleet age of less than 10 years.

 
4
 

 
believe that larger drybulk carriers, such as Capesize, Panamax and Supramax vessels, offer greater potential compared to smaller vessels such as Handysize and Handymax vessels.  Our Capesize, Panamax and Supramax vessels transport predominantly coal and iron ore for energy and steel production as well as grain and steel products, fertilizers, minerals, forest products, ores, bauxite, alumina, cement and other construction materials. These raw materials and products are used as production inputs in a number of industries. Our vessels are able to trade worldwide in a multitude of trade routes carrying a wide range of cargoes for a number of industries.  We transport these various cargoes on several geographical routes thereby reducing our dependency on any one cargo, trade route or industry and maximizing fleet utilization.
 
 
·
Combined Fleet Employment. As we expand our fleet of drybulk carriers, we will actively and strategically employ our fleet between fixed employment contracts, including time or bareboat charters, which can last up to several years, and spot charters, which generally last for periods of ten days to four months. We will also continue to participate in drybulk carrier pools. Drybulk carriers operating on fixed employment contracts provide more predictable cash flows, while drybulk carriers operating in the spot market may generate increased or decreased profit margins during periods of improvement or deterioration in freight (or charter) rates. We may also enter into freight forward agreements in order to hedge our exposure to market volatility.
 
Our Offshore Drilling Units
 
Through our acquisition of Ocean Rig, we own and operate two ultra-deep water, harsh environment, semi-submersible drilling rigs, the Leiv Eiriksson and the Eirik Raude.
 
The Leiv Eiriksson is currently operating under a two-year contract with Shell U.K. Limited, A/S Norske Shell and Shell E&P Ireland Limited for drilling operations in Irish, UK and Norwegian waters, which we refer to as the Shell contract.  The rig operated in Irish waters in the second quarter of 2008 and relocated to Norwegian waters in the third quarter of 2008. On July 11, 2008, we obtained the requisite approvals from the Norwegian authorities and commenced operations in Norwegian waters.  In 2008, a dayrate of $476,000 applied while the rig was operating in Ireland and in the UK, and a dayrate of $511,000 applies while the rig is operating in Norwegian waters.
 
During 2008, the Eirik Raude operated under a two-year contract with a subsidiary of ExxonMobil Corporation, which we refer to as the ExxonMobil contract. On July 25, 2008, the Eirik Raude contract with ExxonMobil expired; however, we were obligated to complete the well that was in progress.  In October 2008, we expect to commence with a contract entered in February 2008 for a three-year term with Tullow Oil PLC for development drilling in offshore Ghana at an average dayrate over the contract period of $637,000, based upon 100% utilization, which we refer to as the Tullow Oil contract. The Tullow Oil contract may be extended for one or two additional years if Tullow Oil exercises such option by December 31, 2008.  Following mobilization of the Eirik Raude to Ghana, we expect to commence drilling in December 2008.
 
In April 2008, our wholly-owned subsidiary, Drillships Investment Inc., or Drillships Investment, exercised its option to acquire two advanced capability drillships for use in ultra-deepwater drilling locations, identified as Hull 1865 and Hull 1866, for an expected cost of approximately $800 million per unit.  The drillships will be constructed by Samsung Heavy Industries Co. Ltd., or Samsung Heavy Industries, located in Korea and are expected to be delivered from the shipyard in the third quarter of 2011. As of June 30, 2008, Drillships Investment paid a total of $198.3 million as installment payments for both hulls.
 

 
5
 


 
Our wholly-owned subsidiary, Primelead Shareholders Inc., or Primelead, entered  into a share purchase agreement to acquire the equity interests of DrillShips Holdings Inc., or DrillShips Holdings, which owns two newbuilding advanced capability drillships for use in ultra-deep water drilling locations, identified as Hull 1837 and Hull 1838, and is controlled by clients of Cardiff, including Mr. George Economou.   See “Recent Developments – Intended Acquisition of DrillShips Holdings Inc.”
 
Recent Developments
 
Financing Arrangements Relating to Newbuilding Vessels and Newbuilding Drillships

We have agreements to acquire 6 newbuilding Panamax vessels and 9 newbuilding Capesize vessels (including the 5 newbuildings described below) for delivery between 2008 and 2010.  As of October 17, 2008, the remaining installment payment obligations to the shipyards for the Panamax and Capesize newbuildings total $605.5 million, with $323.0 million due within the next twelve months and $282.5 million due thereafter.  In addition, installment payments in respect of the four newbuilding drillships described below total $2,238.9 million, with $226.9 million due within the next twelve months and $2,010.0 million due thereafter.  We have not yet obtained financing for the third and subsequent pre-delivery installment payments for Hulls 1837 and 1838, which payments amount to 70% of the purchase price of the drillships.
 
Disposal of Vessels
 
The Memorandum of Agreement for the vessel Primera entered into on May 19, 2008 for $75 million was subsequently cancelled on October 15, 2008 and the deposit of $9 million was returned to the Company.
 
Financing Arrangements by Ocean Rig
 
On September 17, 2008, the Company's subsidiary, Ocean Rig, entered into a new five-year secured credit facility for the amount of $1,040 million in order to refinance Ocean Rig’s existing loan indebtedness and for general corporate purposes. On September 30, 2008, Ocean Rig drew down $750,000 of the new credit facility, of which $52,500 was repayable in the short term. The drawdown proceeds were used to repay all other Ocean Rig outstanding debt at the date of the drawdown amounting to $776,000 including the $250,000 loan discussed above. The credit facility consists of a guarantee facility, three revolving credit facilities and a term loan. The aggregate amount of the term loan is up to $400,000 and the aggregate amount under the revolving credit facility A is up to $350,000, the aggregate amount under the revolving credit facility B is up to $250,000, the aggregate amount under the revolving credit facility C is up to $20,000, and the guarantee facility provides us with a letter of credit of up to $20,000. The undrawn amounts under credit facility A will be reduced by $17,500 on December 17, 2008 and quarterly thereafter until September 17, 2013, which is 60 months after the date of the agreement. The loan bears interest at Libor plus a margin and is repayable in twenty quarterly installments plus a balloon payment of $400,000 payable together with the last installment, on September 2013.
 
Acquisition of Nine Capesize Vessels
 
In October 2008, we entered into agreements to purchase the equity interests of single purpose companies owning nine Capesize drybulk carriers, including five newbuildings, with a total carrying capacity of 1.6 million dwt and an average age of approximately two years, from entities controlled by clients of Cardiff, including Mr. George Economou. We expect the five newbuildings to be delivered in 2009 and 2010.
 
Pursuant to these agreements, we will issue 19,431,840 shares of our common stock to the sellers of the single purpose companies in exchange for the shares of these companies. We will also assume $217.7 million of existing debt and $262.0 million in remaining shipyard installments related to these vessels, which will be financed by existing credit facilities except for $16 million which will be funded by our working capital.
 
All nine vessels are subject to existing financing arrangements.  In accordance with the terms of the agreements, on the initial closing date, the sellers will transfer to us all of the economic benefits and obligations arising from ownership of the vessels.  Specifically, for the four existing vessels, upon the initial closing date, the seller will cause all charter hire received in respect of such vessel to be credited to the account of the vessel owning company and applied to pay the vessel’s operating expenses and other liabilities with the surplus, if any, to be distributed to the buyer on request as permitted by the existing loan and security documents related to such vessel.  On the final closing date, the sellers will transfer to us the shares of the vessel owning companies following receipt of the consent from the applicable lenders with respect to the transfer of such shares.  The purchase price in exchange for shares of each vessel owning company is subject to adjustment where the amount of outstanding indebtedness assumed per vessel on the initial closing date is less than the amount outstanding on the date of the share purchase agreement, such that the difference is payable in cash or in additional common shares at the option of the sellers.
 

 
6
 


 
Pending the final closing, the common shares issued to the sellers in respect of the purchase price of the vessels will be held in escrow but the sellers will have the right to vote such shares and to receive dividends.  The common shares will be issued to the sellers in transactions exempt from the registration requirements of the Securities Act of 1933. The newly issued shares will not be freely transferable under the federal securities laws.
 
Following the issuance the 19,431,840 common shares to the sellers of the nine Capesize vessels, our total number of shares outstanding will be 62,981,840.
 
Acquisition of DrillShips Holdings Inc.
 
Our wholly-owned subsidiary, Primelead, entered into a share purchase agreement to acquire the equity interests of DrillShips Holdings which owns two newbuilding advanced capability drillships for use in ultra-deep water drilling locations, identified as Hull 1837 and Hull 1838, and is controlled by clients of Cardiff, including Mr. George Economou.   The drillships are to be constructed by Samsung Heavy Industries and are expected to be delivered from the shipyard in the fourth quarter of 2010 and the first quarter of 2011, respectively. The drillships are sister vessels to the two drillships ordered by us earlier in the year at Samsung Heavy Industries and which are expected to be delivered in the third quarter of 2011.  
 
The consideration payable to the sellers for these two ultra-deep water drillships will be in the form of newly issued shares of Primelead. The number of shares to be received by the sellers will be equal to 25% of all the then issued and outstanding shares of Primelead common stock.  We refer to the issuance of common shares of Primelead Shareholders to the sellers of DrillShips Holdings as the DrillShips Holdings Transaction. Upon the Spin Off (as described below), Primelead will assume approximately $252.3 million of existing debt and approximately $1,085.5 million in remaning shipyard installments relating to these drillships.
 
Spin-Off of Primelead
 
We intend to enter into a share purchase agreement with Primelead whereby we will transfer the shares of our subsidiary, DrillShips Investments, which, as discussed above, exercised its option to purchase two newbuilding ultra-deepwater drillships identified as Hull 1865 and Hull 1866 which are expected to be delivered from the shipyard in the third quarter of 2011, in exchange for shares of Primelead.  We refer to this transaction as the DrillShips Investment Transaction.  After the closing of the DrillShips Investment Transaction and the DrillShips Holdings Transaction, we will own 75% of all the then issued and outstanding shares of Primelead common stock.
 
Our board of directors has determined that, following the closing of the DrillShips Holdings Transaction and the DrillShips Investment Transaction and the effectiveness of the registration of Primelead’s common stock and depending on market conditions, we will spin off Primelead to our shareholders by means of a distribution to our shareholders of one share of Primelead for each of our outstanding common shares, or the Spin Off.  Following the Spin Off, interests connected with Mr. Economou are expected to hold 25% of Primelead’s common shares.
 
After completion of the Spin Off, Primelead will own, through its subsidiaries, four newbuilding contracts for ultra-deepwater drillships and two ultra-deep water, harsh environment, semi-submersible drilling rigs. The purpose of the Spin Off is to provide a separate management and operating structure for our offshore drilling rig segment, which we believe will maximize the value of Primelead’s drilling rigs and provide Primelead with access to financing in order to further develop its drilling operations.  Primelead intends to apply to have its common stock listed for trading on the Nasdaq Global Market.
 

 
7
 


 
Recent Developments in the International Drybulk Shipping Industry
 
    We currently employ fourteen of our vessels in the spot market.  Their charters will expire over the next two months.  Vessels trading in the spot market are exposed to increased risk of declining charter rates and freight rate volatility compared to vessels employed on time charters.  Since mid-August 2008, the spot day rates in the drybulk charter market have declined very significantly, and drybulk vessel values have also declined both as a result of a slowdown in the availability of global credit and the significant deterioration in charter rates.  Charter rates and vessel values have been affected in part by the lack of availability of credit to finance both vessel purchases and purchases of commodities carried by sea, resulting in a decline in cargo shipments, and the excess supply of iron ore in China which resulted in falling iron ore prices and increased stockpiles in Chinese ports.  There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve to any significant degree.  Charter rates may remain at depressed levels for some time which will adversely affect our revenue and profitability.
In August 2008, Capesize rates averaged $100,000/day, while rates fell to approximately $20,000 per day in October 2008.  We believe that the root cause of the fall has been a sharp slowdown in Chinese steel demand and prices leading to reduced demand for iron ore. Iron ore price negotiations between Companhia Vale do Rio Doce and Chinese steel mills in the third and fourth quarter of 2008 resulted in 15 Chinese mills turning to domestic mining companies for iron ore.

Chinese iron ore demand is a significant driver for the drybulk charter rates. Out of a total iron ore market in China of around 800 million tons this year, around 350 million tons is sourced from domestic Chinese mines and around 450 million tons are imported.  Demand for iron ore is in turn affected by steel prices and global steel production which also affects another steelmaking feedstock, coking coal, which is in short supply arising from mining capacity and infrastructure constraints.  In August 2008, China’s steelmakers produced a total of 42.6 million tons, which is a decrease of about 4 million tons, or over 8.5%, compared with the record output in June 2008. Meeting 40% of the world's steel demand, Chinese steelmakers are currently exporting about one-fifth of their total output and servicing domestic requirements with the remaining production.

Over 90 percent of global trade is carried by sea, and as such the international shipping industry is drive in large part by economic cycles.  At the start of October, the drybulk carrier fleet comprised 6,958 vessels totaling 413.9 million dwt.  The fleet is larger by 2.7 million dwt than it was at the end of August, which equates to an increase of 0.7% month-on-month.  By the end of 2008, the fleet is now forecast to reach 424.8 million dwt, which reflects an increase of 8.1%, or 32.0 million dwt from the end of 2007.  Deliveries in September reached 1.2 million dwt, bringing deliveries for 2008 thus far to 16.0 million dwt.

During the last seven years, deliveries were made by well-established yards with negligible slippage or cancellation in newbuilding contracts, while in the next couple of years it is estimated that 30% of the orderbook will come from new shipyards where slippage may occur as a result of the crisis in the world financial markets.

Although the growth rate for Chinese iron ore imports has decreased, we believe that it remains high compared to historical levels and that the outlook for future demand will depend on the actions of the Chinese authorities aimed at keeping economic growth intact such as increasing public investment in infrastructure. We believe that the Central-East and Central-South regions may be targeted areas for more construction because those regions account for over half the 1.3 billion Chinese population and nearly two-thirds of economic activity in China. Moreover, we believe that increased public investment may be injected into the Northwest and Southwest regions in an effort to attain a more balanced regional

 
8
 

development, which is an important factor for steel demand, as China’s construction sector consumes more than half of all steel produced nationally.

Recent Developments in Environmental Regulation

The information provided below should be read together with the information set forth in our Annual Report on Form 20-F for the year ended December 31, 2007, filed on March 31, 2008, under the heading “Business Overview – Environmental and Other Regulations.”

International Maritime Organization
 
Air Emissions
 
The United Nation’s International Maritime Organization, or IMO, has negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships, or MARPOL, to address air pollution from ships. Annex VI was ratified in May 2004, and became effective in May 2005. Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions. We believe that all our vessels are currently compliant in all material respects with these regulations. In October 2008, IMO’s Maritime Environment Protection Committee, or MEPC, adopted amendments to the Annex VI regulations that will require a progressive reduction of sulfur oxide levels in heavy bunker fuels and create more stringent nitrogen oxide emissions standards for marine engines beginning in 2011.  We may incur costs to comply with these revised standards.
 
Oil Pollution Liability
 
Although the U.S. is not a party to these conventions, many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended in 2000, or the CLC. Under this convention and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses.  Under an amendment to the Protocol that became effective on November 1, 2003, for vessels of 5,000 to 140,000 gross tons (a unit of measurement for the total enclosed spaces within a vessel), liability will be limited to approximately $7.1 million plus $987 for each additional gross ton over 5,000. For vessels of over 140,000 gross tons, liability will be limited to approximately $140 million. As the convention calculates liability in terms of a basket of currencies, these figures are based on currency exchange rates on September 1, 2008. The right to limit liability is forfeited under the CLC where the spill is caused by the owner’s actual fault and under the 1992 Protocol where the spill is caused by the owner’s intentional or reckless conduct. Vessels trading to states that are parties to these conventions must provide evidence of insurance covering the liability of the owner. In jurisdictions where the International Convention on Civil Liability for Oil Pollution Damage has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to that convention. We believe that our P&I insurance will cover the liability under the plan adopted by the IMO.

In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, which imposes strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel.  The Bunker

 
9
 

Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended).  The Bunker Convention has been ratified by a sufficient number of nations for entry into force, and it will become effective on November 21, 2008.  Until the Bunker Convention comes into force, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

 
Other Requirements
 
The IMO also adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships (the “Anti-fouling Convention”) in 2001.  The Anti-fouling Convention prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels after September 1, 2003.  The exteriors of vessels constructed prior to January 1, 2003 that have not been in dry-dock must, by September 13, 2008 (the effective date of the convention), either not contain the prohibited compounds or have coatings applied to the vessel exterior that act as a barrier to the leaching of the prohibited compounds.  Vessels of over 400 gross tons engaged in international voyages must obtain an International Anti-fouling System Certificate and undergo a survey before the vessel is put into service or when the antifouling systems are altered or replaced.  We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-Fouling Convention.
 
In 2005, the European Union adopted a directive on ship-source pollution, imposing criminal sanctions for intentional, reckless or negligent pollution discharges by ships.  The directive could result in criminal liability for pollution from vessels in waters of European countries that adopt implementing legislation.  Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

U.S. Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation, and Liability Act
 
In 1990, the U.S. Congress enacted the Oil Pollution Act, or OPA, to establish an extensive regulatory and liability regime for environmental protection and cleanup of oil spills. OPA affects all owners and operators whose vessels trade with the U.S. or its territories or possessions, or whose vessels operate in the waters of the U.S., which include the U.S. territorial sea and the 200 nautical mile exclusive economic zone around the U.S. The Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, was adopted in 1980 and it imposes liability for cleanup and natural resource damage from the release of hazardous substances (other than oil) whether on land or at sea. Both OPA and CERCLA impact our operations.
 
Under OPA, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:
 
 
·
natural resources damage and the costs of assessment thereof;
 
 
·
real and personal property damage;
 

 
10
 


 
 
·
net loss of taxes, royalties, rents, fees and other lost revenues;
 
 
·
lost profits or impairment of earning capacity due to property or natural resources damage; and
 
 
·
net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
 
Amendments to OPA that came into effect on July 11, 2006 increased the liability limits for responsible parties for any vessel other than a tank vessel to $950 per gross ton or $800,000, whichever is greater (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was directly caused by violation of applicable U.S. federal safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities. On September 24, 2008, the U. S. Coast Guard proposed adjustments to the limits of liability for non-tank vessels that would increase the limits to the greater of $1,000 per gross ton or $848,000 and establish a procedure for adjusting the limits for inflation every three years.  The Coast Guard is currently soliciting comments on the proposal.
 
CERCLA contains a liability regime similar to OPA and provides for cleanup, removal and natural resource damages. Liability per vessel under CERCLA is limited to the greater of $300 per gross ton or $0.5 million, unless the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations, in which case liability is unlimited.
 
OPA requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under OPA. Current U.S. Coast Guard regulations require evidence of financial responsibility in the amount of $900 per gross ton for non-tank vessels, which includes the OPA limitation on liability of $600 per gross ton and the CERCLA liability limit of $300 per gross ton. The U.S. Coast Guard recently adopted regulations that increase the amounts of financial responsibility to reflect the July 2006 increases in liability under OPA. Vessel operators must establish evidence of financial responsibility in the increased amounts by January 15, 2009. Under the regulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance or guaranty. Under OPA, an owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the vessels in the fleet having the greatest maximum liability under OPA.  We have complied with the U.S. Coast Guard regulations by providing a certificate of responsibility from third party entities that are acceptable to the U.S. Coast Guard evidencing sufficient self-insurance.
 
We currently maintain pollution liability coverage insurance in the amount of $624 million per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage it could have an adverse effect on our business and results of operation.
 
The U.S. Coast Guard’s regulations concerning certificates of financial responsibility provide, in accordance with OPA, that claimants may bring suit directly against an insurer or guarantor that furnishes certificates of financial responsibility. In the event that such insurer or guarantor is sued directly, it is prohibited from asserting any contractual defense that it may have had against the responsible party and is limited to asserting those defenses available to the responsible party and the defense that the incident was caused by the willful misconduct of the responsible party. Certain organizations, which had typically provided certificates of financial responsibility under pre-OPA laws, including the major protection and
 

 
11
 

indemnity organizations, have declined to furnish evidence of insurance for vessel owners and operators if they are subject to direct actions or are required to waive insurance policy defenses.
 
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states, which have enacted such legislation, have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.
 
The U.S. Clean Water Act
 
The U.S. Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in navigable waters and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA.
 
The U.S. Environmental Protection Agency, or EPA, historically exempted the discharge of ballast water and other substances incidental to the normal operation of vessels in U.S. ports from CWA permitting requirements. However, the U.S. District Court for the Northern District of California held in September 2006 that the EPA exceeded its authority in creating such exemptions.  The court ordered EPA to develop a permit program for such discharges by September 30, 2008.  Although EPA appealed the decision to the Ninth Circuit Court of Appeals, it proceeded with the development of a draft vessel general permit, or VGP, that would apply to commercial vessels and large recreational vessels.  The draft VGP includes management practices for various types of vessel discharges and incorporates the U. S. Coast Guard’s ballast management requirements described below.  The Ninth Circuit upheld the District Court decision on July 23, 2008, and the deadline for having the permit program in place has been extended to December 19, 2008.  Owners and operators of vessels visiting U.S. ports will be required to comply with this CWA permitting program to be finalized by the EPA or face penalties.  Subjecting our vessels to CWA permit requirements including ballast water treatment obligations could increase the cost of operating in the U.S. For example, this could require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, and/or otherwise restrict our vessels from entering U.S. waters. Various states have also enacted legislation restricting ballast water discharges and the introduction of non-indigenous species considered to be invasive. These and any similar restrictions enacted in the future could increase the costs of operating in the relevant waters.
 
Other Environmental Initiatives

The European Union is considering legislation that will affect the operation of vessels and the liability of owners for oil pollution. It is difficult to predict what legislation, if any, may be promulgated by the European Union or any other country or authority.
 
In addition to the requirements of MARPOL Annex VI (described above), the U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and 1990, or the CAA, required the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. Our vessels that operate in such port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these requirements. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in primarily major metropolitan and/or industrial areas. Several SIPs regulate emissions resulting from vessel loading and unloading operations
 

 
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by requiring the installation of vapor control equipment. As indicated above, our vessels operating in covered port areas are already equipped with vapor recovery systems that satisfy these existing requirements. The EPA and some states, however, have each proposed more stringent regulations of air emissions from ocean-going vessels. For example, on July 24, 2008, the Air Resources Board of the State of California, or CARB, held a public hearing on proposed clean-fuel regulations that would be applicable to all vessels sailing within 24 miles of the California coastline whose itineraries call for them to enter any California ports, terminal facilities, or internal or estuarine waters. The proposed CARB regulations would require such vessels to use low sulfur marine fuels rather than bunker fuel. By July 1, 2009, such vessels would be required to switch either to marine gas oil with a sulfur content of no more than 1.5% or marine diesel oil with a sulfur content of no more than 0.5%. By 2012, only marine gas oil and marine diesel oil fuels with 0.1% sulfur would be allowed. CARB’s previous attempts to regulate marine vessel fuel were struck down by the Ninth Circuit Court of Appeals as preempted by the CAA.  In the event such new regulations were to become effective and our vessels were to travel to such destinations, these new regulations may increase our costs.
 
Additionally, the EPA has proposed new emissions standards for new Category 3 marine diesel engines.  These are engines with per-cylinder displacement at or above 30 liters and are typically found on large oceangoing vessels such as drybulk vessels.  The EPA proposed to require the application of advanced emission control technologies, as well as controls on the sulfur content of fuels.
 
The U.S. National Invasive Species Act, or NISA, was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by vessels in foreign ports. The U.S. Coast Guard adopted regulations under NISA in July 2004 that impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering U.S. waters. These requirements can be met by performing mid-ocean ballast exchange, by retaining ballast water on board the vessel, or by using environmentally sound alternative ballast water management methods approved by the U.S. Coast Guard. Mid-ocean ballast exchange is the primary method for compliance with the U.S. Coast Guard regulations, since holding ballast water can prevent vessels from performing cargo operations upon arrival in the U.S., and alternative methods are still under development. Vessels that are unable to conduct mid-ocean ballast exchange due to voyage or safety concerns may discharge minimum amounts of ballast water, provided that they comply with recordkeeping requirements and document the reasons they could not follow the required ballast water management requirements. The U.S. Coast Guard is developing a proposal to establish ballast water discharge standards, which could set maximum acceptable discharge limits for various invasive species, and/or lead to requirements for active treatment of ballast water. The U.S. House of Representatives has recently passed a bill that amends NISA by prohibiting the discharge of ballast water unless it has been treated with specified methods or acceptable alternatives. Similar bills have been introduced in the U.S. Senate, but we cannot predict which bill, if any, will be enacted into law. In the absence of federal standards, states have enacted legislation or regulations to address invasive species through ballast water and hull cleaning management and permitting requirements. For instance, the state of California has recently enacted legislation extending its ballast water management program to regulate the management of “hull fouling” organisms attached to vessels and adopted regulations limiting the number of organisms in ballast water discharges.
 
Resource Conservation and Recovery Act
 
Our operations occasionally generate and require the transportation, treatment and disposal of both hazardous and non-hazardous solid wastes that are subject to the requirements of the U.S. Resource Conservation and Recovery Act or comparable state, local or foreign requirements. In addition, from time to time we arrange for the disposal of hazardous waste or hazardous substances at offsite disposal facilities. If such materials are improperly disposed of by third parties, we may still be held liable for clean up costs under applicable laws.

 
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Greenhouse Gas Regulation

In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which we refer to as the Kyoto Protocol, entered into force. Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently, emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol. However, the European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from vessels. In the U.S., the California Attorney General and a coalition of environmental groups in October 2007 petitioned the EPA to regulate greenhouse gas emissions from ocean-going vessels under the CAA. Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union or individual countries where we operate that restrict emissions of greenhouse gases could entail financial impacts on our operations that we cannot predict with certainty at this time.

Our Offshore Drilling Operations
 
We are an international provider of offshore drilling contractor services in the area of offshore exploration, development and production.  Our drilling units are marketed for exploration and development drilling programs worldwide, with particular focus on operation in ultra-deepwater and harsh environments.
 
Management of our Offshore Drilling Operations
 
Our subsidiary, Ocean Rig, directly manages its two drill rigs, the Eirik Raude and the Leiv Eiriksson. At year end 2007, the Ocean Rig group had 323 employees, of which 302 were directly employed by Ocean Rig and 21 employees were permanent crew engaged through agencies. 125 persons are employed on Eirik Raude and 130 on Leiv Eiriksson. The remaining 47 are shore based support and management positions, of which 36 employees are based at the Forus, Norway headquarters and a total of 11 employees are located at the shore bases in Stavanger, Norway and Houston, Texas.
 
The supervision of the construction of our two newbuilding drillships identified as Hulls 1865 and 1866 is performed by our subsidiary Ocean Rig AS pursuant to two separate management agreements, each dated August 1, 2008.
 
On August 1, 2008, the owning companies of the two newbuilding drillships indentified as Hulls 1837 and 1838, which we entered into a share purchase agreement to acquire, each entered into a separate management agreement with Ocean Rig AS for the supervision of the construction of these drillships on the same terms as our agreements with Ocean Rig AS.
 
Under the terms and conditions of these agreements, Ocean Rig AS, among other things, is responsible for (i) assisting in construction contract technical negotiations, (ii) securing contracts for the future employment the drillships, and (iii) providing commercial, technical and operational management for the drillships.
 
Pursuant to each of these agreements, Ocean Rig AS is entitled to: (i) a fee of $250 per day until steel cutting, (ii) a fee of $2,500 per day from the date of steel cutting until the date of delivery of the applicable drillship to its owner and (iii) $8,000 per day thereafter.  The management fees are subject to
 

 
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an increase based on the U.S. Consumer Price Index for the preceding 12 months. Ocean Rig AS is also entitled to a commission fee equal to 0.75% of gross hire and charter hire for contracts or charter parties entered into during the -term of the management agreement, payable on the date that the gross or charter hire money is collected.
 
The agreements each terminate on December 31, 2020, unless earlier terminated by Ocean Rig AS for non-payment within fifteen working days of request.
 
We expect to enter into separate managements agreements with Cardiff, pursuant to which Cardiff will provide additional supervisory services in connection with the newbuilding drillships identified as Hull 1837, Hull 1838, Hull 1865 and Hull 1866 and will be responsible for, among other things: (i) arranging insurance, (ii) identifying and arranging financing and acting as the intermediary with the bank after entering into any loan, (iii) providing sale and purchase management services, (iv) cooperating with Sarbanes-Oxley Act compliance and (v) handling and settling all claims arising under the management agreements.
 
Pursuant to each of these agreements, Cardiff will be entitled to: (i) a fee of 500 Euros per day per person, plus expenses, for on-site visits to the newbuilding construction site; (ii) a daily fee of $40 per from October 1, 2008 to the date of steel cutting and a fee of $400 per day thereafter until 90 days after the delivery of the drillship; (iii) a commission of 5% of total insurance premiums, (iv) a commission of 0.20% of any loan amount financed or re-financed, (v) a monthly fee of $30,000 per loan for which Cardiff serves as intermediary, (vi) a commission of 1% of the purchase price set forth in any memorandum of agreement for any vessel bought or sold on our behalf and a fee of 400 Euros per day for inspection of vessels for purchase, (vii) a daily fee of 20 Euros per vessel for services in respect of Sarbanes-Oxley compliance and (viii) a fee of 150 Euros per man per day of eight hours for time spent carrying out obligations with respect to the handling and settling of claims.
 
Financing for Newbuilding Drillships
 
Deutsche Bank Loan Agreement dated July 18, 2008. On July 18, 2008, Drillship Kithira Owners Inc., the rig owning company of the newbuilding drillship identified as DrillShip Hull 1865, entered into loan agreement with a syndicate of lenders including Deutsche, in the amount of $562.5 million to partially finance the construction cost of Drillship Hull 1865. The loan bears interest (i) during the pre-construction period at LIBOR plus a margin plus certain additional lender costs and (ii) during the post-construction period at LIBOR plus a margin per annum plus certain additional lender costs. The loan is repayable in eighteen semi-annual installments of $31.3 million commencing on March 30, 2012. As of October 13, 2008, the balance under this loan agreement was $85.6 million.
 
Deutsche Bank Loan Agreement dated July 18, 2008. On July 18, 2008, Drillship Skopelos Owners Inc., the rig owning company of the newbuilding drillship identified as DrillShip Hull 1866, entered into a loan agreement with a syndicate of lenders including Deutsche, in the amount of $562.5 million to partially finance the construction cost of Drillship Hull 1866. The loan bears interest (i) during the pre-construction period at LIBOR plus a margin plus certain additional lender costs and (ii) during the post-construction period at LIBOR plus a margin plus certain additional lender costs. The loan is repayable in eighteen semi-annual installments of $31.3 commencing on March 30, 2012. As of October 13, 2008, the balance under this loan agreement was $85.6 million.
 
The Deutsche Bank loan agreements are secured by assignment of the shipbuilding contracts for the pre-constuction period and first priority mortgage for the the post-construction period of Hull 1865 and Hull 1866. These loan agreements contain certain financial covenants, including (i) a leverage ratio, which is the ratio of the market value of the respective Drillship Hull to the amount outstanding under the
 

 
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respective loan facility, not less than 125%; (ii) vessel insurance not less than the greater of 125% of the aggregate of the outstanding loans or the fair market value of the vessel; (iii) protection and indemnity insurance during sea trials not less that $300.0 million and general third party liability insurance, effective from the commencement of the sea trials, not less than $25.0 million; and (iv) the rig owning company must pay $25.0 million into the debt service reserve account prior to the drilling charter cut-off date, which is the earlier of January 31, 2010 and the drawdown of the second installment under the respective loan agreements.
 
Dryships Inc. has extended guarantees that each of Drillship Skopelos Owners Inc. and Drillship Kithira Owners Inc. has sufficient funds to pay their equity contribution with regards to the construction of Drillship Hull 1865 and Drillship Hull 1866. For the post-construction period, Dryships Inc. has guaranteed up to $214 million and $225 million for Drillship Kithira Owners Inc. and Drillship Skopelos Owners Inc., respectively.
 
The loan agreements contain the following financial covenants at the Dryships Inc. level: (i) market adjusted equity ratio of 0.25:1 up to December 31, 2008 and 0.3:1 for each subsequent year; (ii) interest coverage ratio of not less than 3:1; (iii) market value adjusted net worth of not less than $500 million and (iv) minimum liquidity of not less than $40 million.
 
These loan agreements also contain covenants that include restrictions on selling, transferring, or otherwise disposing of the vessel-owning company’s assets, giving possession of the vessel for repair constituting an amount greater than $15.0 million, the profits from the sale or total loss of the vessel, including losses during the pre-delivery period, the chartering of the vessels for any period and minimum collateral requirements. No security interest may be created aside from permitted liens and the vessel owning company may not make any distributions.
 
As of October 17, 2008, our outstanding borrowings under these credit facilities was $171.1 million.
 
The Offshore Contract Drilling Industry
 
Over the last three to four years, developments in the drilling market have been positive for suppliers of drilling units, equipment and services. Offshore drilling activity has continued to increase and deep-water projects make up a significant portion of the increased activity, which provides support for higher dayrates for deep-water drilling units. The demand for offshore drilling services is currently global in nature, and activity has extended from the previously highly active “golden triangle” of West Africa, Brazil and the U.S. Gulf of Mexico, to Asia and the Far East, and to the broader West Africa region beyond Angola and Nigeria. The industry is also experiencing an increase in demand in the North Sea and Atlantic Margin areas.
 
According to industry sources, the worldwide fleet of ultra-deep water drilling units as of September 26, 2008 consists of 32 units, comprised of 16 rigs and 16 drillships. An additional 39 rigs and 40 drill-ships are under construction or on order, which would bring the total fleet to 111 units in 2011 when the last ordered units are scheduled to be delivered. During 2007, a total of 25 drilling units were ordered and 28 drilling units have been ordered through September 2008.
 
Based on publicly available data, following the recent contract award for two newbuildings owned by Seadrill Ltd., an Oslo Exchange listed company scheduled for delivery in late 2008, and the awards for drilling units owned by Transocean Inc., a listed company and for the Eirik Raude, we believe there is no ultra-deepwater drilling capacity available in 2008.  We expect that the lack of ultra-deepwater drilling capacity in 2008 might lead to upward pressure on dayrates in 2009. For 2009, we believe that the
 

 
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Leiv Eiriksson is the only available drilling rig with 7,500 feet depth of water drilling capability.  For 2010, we expect that eight newbuildings and four existing drilling units will be available in the deepwater market.
 
Based on publicly available data, several new contracts for ultra-deepwater semi-submersibles commencing in 2008 to 2010 have been secured by our competitors at rates of approximately $550,000 to $600,000 per day.  The duration of these contracts is generally from three to five years, with some units contracted to 2015. This compares to $350,000 to $405,000 for work performed during 2006 and to $400,000 to $500,000 for work performed during 2007.
 
Environmental and Other Regulations in the Offshore Drilling Industry
 
Our operations in the offshore drilling sector include activities that are subject to numerous international, federal, state and local laws and regulations, including MARPOL, OPA and CERCLA, each of which is discussed above, and the U.S. Outer Continental Shelf Lands Act.  These laws govern the discharge of materials into the environment or otherwise relate to environmental protection.
 
For example, the IMO adopted MARPOL and Annex VI to MARPOL to regulate the discharge of harmful air emissions from ships, which include rigs and drillships. Rigs and drillships must comply with MARPOL limits on sulfur oxide and nitrogen oxide emissions, chlorofluorocarbons, and the discharge of other air pollutants, except that the MARPOL limits do not apply to emissions that are directly related to drilling, production, or processing activities.
 
Our drill units are subject not only to MARPOL regulation of air emissions, but also to the Bunker Convention’s strict liability for pollution damage caused by discharges of bunker fuel in ratifying states. We believe that all of our drill units are currently compliant in all material respects with these regulations. As described above, in October 2008, MEPC adopted amendments to the Annex VI regulations that require a progressive reduction of sulfur oxide levels in heavy bunker fuels and create more stringent nitrogen oxide emissions standards for marine engines. We may incur costs to comply with these revised standards.
 
Furthermore, any drillships we operate in the waters of the U.S., including  the U.S. territorial sea and the 200 nautical mile exclusive economic zone around the U.S., would have to comply with OPA and CERCLA regulations, as described above, that impose liability (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges of oil or other hazardous substances, other than discharges related to drilling.
 
Numerous governmental agencies issue such regulations to implement and enforce the laws of the applicable jurisdiction, which often involve lengthy permitting procedures, impose difficult and costly compliance measures particularly in ecologically sensitive areas, and subject operators to substantial administrative, civil and criminal penalties or injunctive relief for failure to comply. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent and costly compliance could adversely affect our consolidated financial statements. While we believe that we are in substantial compliance with the current laws and regulations, there is no assurance that compliance can be maintained in the future.
 
Implementation of new environmental laws or regulations that may apply to ultra-deepwater drilling units may subject us to increased costs or limit the operational capabilities of our drilling units and could materially and adversely affect our operations and financial condition. See “Risk Factors—Governmental laws and regulations, including environmental laws and regulations, may add to our costs or limit our drilling activity”.
 

 
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In addition to the MARPOL, OPA, and CERCLA requirements described above, our international operations in the offshore drilling segment are subject to various laws and regulations in countries in which we operate, including laws and regulations relating to the importation of and operation of drilling units and equipment, currency conversions and repatriation, oil and natural gas exploration and development, environmental protection, taxation of offshore earnings and earnings of expatriate personnel, the use of local employees and suppliers by foreign contractors and duties on the importation and exportation of drilling units and other equipment. New environmental or safety laws and regulations could be enacted, which could adversely affect our ability to operate in certain jurisdictions. Governments in some foreign countries have become increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and natural gas and other aspects of the oil and natural gas industries in their countries. In some areas of the world, this governmental activity has adversely affected the amount of exploration and development work done by major oil and natural gas companies and may continue to do so. Operations in less developed countries can be subject to legal systems that are not as mature or predictable as those in more developed countries, which can lead to greater uncertainty in legal matters and proceedings.
 
Insurance for Our Offshore Drilling Rigs
 
We maintain insurance for our drilling units in accordance with industry standards. Our insurance is intended to cover normal risks in our current operations, including insurance against property damage, loss of hire, war risk and third-party liability, including pollution liability.
 
We have obtained insurance for the full assessed market value of our drilling units.  Our insurance provides for premium adjustments based on claims and is subject to deductibles and aggregate recovery limits.  In the case of pollution liabilities, our deductible is $25,000 per event and in the case of other hull and machinery claims, our deductible is $1.5 million per event.  Our insurance coverage may not protect fully against losses resulting from a required cessation of rig operations for environmental or other reasons.
 
We also have loss of hire insurance which becomes effective after 30 days of off-hire and coverage extends for approximately one year.
 
The principal risks which may not be insurable are various environmental liabilities and liabilities resulting from reservoir damage caused by our negligence.  In addition, insurance may not be available to us at all or on terms acceptable to us, that we will maintain insurance or, if we are so insured, that our policy will be adequate to cover our loss or liability in all cases.
 

 
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Our Corporate Structure
 
Dryships Inc. is a holding company existing under the laws of the Marshall Islands.  We maintain our principal executive offices at 80 Kifissias Avenue, Amaroussion 15125, Athens, Greece. Our telephone number at that address is (011) (30) (210) 809 0570. Our website address is www.dryships.com.  The information on our website is not a part of this prospectus.
 

 
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RISK FACTORS
 
We have identified a number of risk factors which you should consider before buying the securities we may offer using this prospectus. These risk factors are incorporated by reference into this registration statement from the Company’s Annual Report on Form 20-F filed on March 31, 2008. Please see “Information Incorporated by Reference.” In addition, you should also consider carefully the risks set forth below, as well as those under the heading “Risk Factors” in any prospectus supplement, before investing in the securities offered by this prospectus. The occurrence of one or more of these risk factors could adversely affect our results of operations or financial condition.
 
International Drybulk Shipping Industry - Specific Risk Factors
 
Charterhire rates for drybulk carriers are volatile and may decrease in the future, which would adversely affect our earnings
 
The drybulk shipping industry is cyclical with attendant volatility in charterhire rates and profitability.  The degree of charterhire rate volatility among different types of drybulk carriers varies widely.  Since mid-August 2008, charterhire rates for Capesize, Panamax and Supramax drybulk carriers have decreased sharply from their historically high levels.  Charter rates may remain at depressed levels for some time.  If the drybulk shipping market is depressed in the future, our earnings and available cash flow may decrease.  Our ability to re-charter our vessels on the expiration or termination of their current time charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, economic conditions in the drybulk shipping market.  Fluctuations in charter rates and vessel values result from changes in the supply and demand for drybulk cargoes carried internationally at sea, including coal, iron, ore, grains and minerals.
 
The factors affecting the supply and demand for vessel capacity are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.
 
The factors that influence demand for vessel capacity include:
 
 
·
demand for and production of drybulk products;
 
 
·
global and regional economic and political conditions;
 
 
·
the distance drybulk cargo is to be moved by sea; and
 
 
·
changes in seaborne and other transportation patterns.
 
The factors that influence the supply of vessel capacity include:
 
 
·
the number of new building deliveries;
 
 
·
port and canal congestion;
 
 
·
the scrapping of older vessels;
 
 
·
vessel casualties; and
 
 
·
the number of vessels that are out of service.
 
We anticipate that the future demand for our drybulk carriers will be dependent upon continued economic growth in the world’s economies, including China and India, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and supply of drybulk cargo to be transported by sea.  The capacity of the global drybulk carrier fleet seems likely to increase
 

 
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and economic growth may not continue.  Adverse economic, political, social or other developments could have a material adverse effect on our business and operating results.
 
The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger certain financial covenants under our current or future credit facilities and or we may incur a loss if we sell vessels following a decline in their market value
 
    The fair market values of our vessels is related to prevailing freight charter rates.  While the fair market value of vessels and the freight charter market have a very close relationship as the charter market moves from trough to peak, the time lag between the effect of charter rates on market values of ships can vary.
 
The fair market value of our vessels may increase and decrease depending on a number of factors including:
 
 
·
prevailing level of charter rates;
 
 
·
general economic and market conditions affecting the shipping industry;
 
 
·
types and sizes of vessels;
 
 
·
supply and demand for vessels;
 
 
·
other modes of transportation;
 
 
·
cost of newbuildings;
 
 
·
governmental or other regulations; and
 
 
·
technological advances.
 
In addition, as vessels grow older, they generally decline in value.  If the fair market value of our vessels declines, we may not be in compliance with certain provisions of our credit facilities, and our lenders could accelerate our indebtedness or require us to pay down our indebtedness to a level where we are again in compliance with our loan covenants.  If our indebtedness is accelerated, we may not be able to refinance our debt or obtain additional financing.  In addition, if we sell one or more of our vessels at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our consolidated financial statements, the sale may be less than the vessel’s carrying value on our consolidated financial statements, resulting in a loss and a reduction in earnings.  Furthermore, if vessel values fall significantly we may have to record an impairment adjustment in our financial statements which could adversely affect our financial results.
 
Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations
 
The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in such respects as structure, government involvement, level of development, growth rate, capital reinvestment, allocation of resources, rate of inflation and balance of payments position.  Prior to 1978, the Chinese economy was a planned economy.  Since 1978, increasing emphasis has been placed on the utilization of market forces in the development of the Chinese economy.  Annual and five year State Plans are adopted by the Chinese government in connection with the development of the economy.  Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is

 
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reducing the level of direct control that it exercises over the economy through State Plans and other measures.  There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a “market economy” and enterprise reform.  Limited price reforms were undertaken, with the result that prices for certain commodities are principally determined by market forces.  Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments.  If the Chinese government does not continue to pursue a policy of economic reform the level of imports to and exports from China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions, all of which could, adversely affect our business, operating results and financial condition.

Offshore Drilling Industry - Specific Risk Factors
 
Our business in the offshore drilling sector depends on the level of activity in the offshore oil and gas industry, which is significantly affected by, among other things, volatile oil and gas prices and may be materially and adversely affected by a decline in the offshore oil and gas industry.
 
The offshore contract drilling industry is cyclical and volatile.  Our business in the offshore drilling sector depends on the level of activity in oil and gas exploration, development and production in offshore areas worldwide.  The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments affect customers’ drilling campaigns.  Oil and gas prices and market expectations of potential changes in these prices also significantly affect this level of activity and demand for drilling units.
 
Oil and gas prices are extremely volatile and are affected by numerous factors beyond our control, including the following:
 
 
·
worldwide demand for oil and gas;
 
 
·
the cost of exploring for, developing, producing and delivering oil and gas;
 
 
·
expectations regarding future energy prices;
 
 
·
advances in exploration and development technology;
 
 
·
the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain levels and pricing;
 
 
·
the level of production in non-OPEC countries;
 
 
·
government regulations;
 
 
·
local and international political, economic and weather conditions;
 
 
·
domestic and foreign tax policies;
 
 
·
the development and exploitation of alternative fuels;
 

 
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·
the policies of various governments regarding exploration and development of their oil and gas reserves; and
 
 
·
the worldwide military and political environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in the Middle East or other geographic areas or further acts of terrorism in the United States, or elsewhere.
 
Declines in oil and gas prices for an extended period of time could negatively affect our business in the offshore drilling sector. Sustained periods of low oil prices typically result in reduced exploration and drilling because oil and gas companies’ capital expenditure budgets are subject to their cash flow and are therefore sensitive to changes in energy prices.  These changes in commodity prices can have a dramatic effect on rig demand, and periods of low demand can cause excess rig supply and intensify the competition in the industry which often results in drilling units, particularly lower specification drilling units, being idle for long periods of time.  We cannot predict the future level of demand for our services or future conditions of the oil and gas industry. Any decrease in exploration, development or production expenditures by oil and gas companies could reduce our revenues and materially harm our business and results of operations.
 
In addition to oil and gas prices, the offshore drilling industry is influenced by additional factors, including:
 
 
·
the availability of competing offshore drilling vessels;
 
 
·
the level of costs for associated offshore oilfield and construction services;
 
 
·
oil and gas transportation costs;
 
 
·
the discovery of new oil and gas reserves; and
 
 
the cost of non-conventional hydrocarbons, such as the exploitation of oil sands.
 

The offshore drilling industry is highly competitive and there is intense price competition, and as a result, we may be unable to compete successfully with other providers of contract drilling services that have greater resources than we have.
 
The offshore contract drilling industry is highly competitive with numerous industry participants, none of which has a dominant market share.  Drilling contracts are traditionally awarded on a competitive bid basis.  Intense price competition is often the primary factor in determining which qualified contractor is awarded the drilling contract, although rig availability, location, and the quality and technical capability of service and equipment are key factors which are considered.  Some of our competitors in the drilling industry are larger than we are and have more diverse fleets, or fleets with generally higher specifications, and greater resources than us.  In addition, because of the relatively small size of our offshore drilling segment, we may be unable to take advantage of economies of scale to the same extent as some of our larger competitors. Given the high capital requirements that are inherent in the offshore drilling industry, we may also be unable to invest in new technologies or expand our fleet in the future as may be necessary for us to succeed in this industry, while our larger competitors’ superior financial resources may enable them to respond more rapidly to changing market demands. In addition, mergers among oil and natural
 

 
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gas exploration and production companies have reduced the number of available customers, resulting in increased competition for projects.  We may not be able to maintain our competitive position, and we believe that competition for contracts will continue to be intense in the foreseeable future.  Our inability to compete successfully may reduce our revenues and profitability.
 
An over-supply of drilling units may lead to a reduction in dayrates and therefore may materially impact our profitability in our offshore drilling segment.
 
During the recent period of high utilization and high dayrates, industry participants have increased the supply of drilling units by ordering the construction of new drilling units.  Historically, this has resulted in an oversupply of drilling units and has caused a subsequent decline in utilization and dayrates when the drilling units enter the market, sometimes for extended periods of time until the units have been absorbed into the active fleet.  According to industry sources, the worldwide fleet of ultra-deepwater drilling units currently consists of 32 units, comprised of 16 rigs and 16 drill-ships.  An additional 39 rigs and 40 drillships are under construction or on order, which would bring the total fleet to 111 units in 2011 when the last ordered drilling units are scheduled to be delivered. In addition, two drillships and three drilling rigs have been ordered for delivery in 2012. During 2007, a total of 25 drilling units were ordered, however new orders appear to have slowed in 2008 as only three orders for new drilling units were placed in the first quarter. Not all of the drilling units currently under construction have been contracted for future work, which may intensify price competition as scheduled delivery dates occur.  The entry into service of these new, upgraded or reactivated drilling units will increase supply and could curtail a further strengthening, or trigger a reduction, in dayrates as drilling units are absorbed into the active fleet.  Any further increase in construction of new drilling units could have a negative impact on utilization and dayrates.  In addition, the new construction of high-specification rigs, as well as changes in our competitors’ drilling rig fleets, could require us to make material additional capital investments to keep our fleet competitive.  Lower utilization and dayrates could adversely affect our revenues and profitability.  Prolonged periods of low utilization and dayrates could also result in the recognition of impairment charges on our drilling units if future cash flow estimates, based upon information available to management at the time, indicate that the carrying value of these drilling units may not be recoverable.
 
The market value of our current drilling units and drilling units we may acquire in the future may decrease, which could cause us to incur losses if we decide to sell them following a decline in their market values.
 
If the offshore contract drilling industry suffers adverse developments in the future, the fair market value of our drilling units may decline. The fair market value of the drilling units we currently own or may acquire in the future may increase or decrease depending on a number of factors, including:
 
·
prevailing level of drilling services contract day rates;
 
·
general economic and market conditions affecting the offshore contract drilling industry, including competition from other offshore contract drilling companies;
 
·
types, sizes and ages of drilling units;
 
·
supply and demand for drilling units;
 
·
costs of newbuildings;
 
·
governmental or other regulations; and
 

 
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·
technological advances.
 
If we sell any drilling unit when drilling unit prices have fallen and before we have recorded an impairment adjustment to our financial statements, the sale may be at less than the drilling unit’s carrying amount on our financial statements, resulting in a loss. Additionally, our lenders may accelerate loan prepayments should there be a loss in the market value of our drilling units. Such loss or prepayment could materially and adversely affect our business prospects, financial condition, liquidity, results of operations, and our ability to pay dividends to our shareholders.
 
Consolidation of suppliers may limit our ability to obtain supplies and services at an acceptable cost, on our schedule or at all, which may have a material adverse effect on our results of operations and financial condition.
 
We rely on certain third parties to provide supplies and services necessary for our offshore drilling operations, including but not limited to drilling equipment suppliers, catering and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing of key supplies.  We may not be able to obtain supplies and services at an acceptable cost, at the times we need them or at all. Such consolidation, combined with a high volume of drilling units under construction, may result in a shortage of supplies and services thereby potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could have a material adverse affect on our results of operations and financial condition.
 
Our international operations in the offshore drilling sector involve additional risks not associated with our U.S. operations.
 
We operate in the offshore drilling sector in various regions throughout the world, including Ghana, that may expose us to political and other uncertainties, including risks of:
 
 
·
terrorist acts, war and civil disturbances;
 
 
·
seizure, nationalization or expropriation of property or equipment;
 
 
·
political unrest;
 
 
·
foreign and U.S. monetary policy and foreign currency fluctuations and devaluations;
 
 
·
the inability to repatriate income or capital;
 
 
·
complications associated with repairing and replacing equipment in remote locations;
 
 
·
piracy;
 
 
·
import-export quotas, wage and price controls, imposition of trade barriers and other forms of government regulation and economic conditions that are beyond our control;
 
 
·
regulatory or financial requirements to comply with foreign bureaucratic actions; and
 
 
·
changing taxation policies.
 

 
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In addition, international contract drilling operations are subject to various laws and regulations in countries in which we operate, including laws and regulations relating to:

 
·
the equipping and operation of drilling units;
 
·
repatriation of foreign earnings;
 
·
oil and gas exploration and development;
 
·
taxation of offshore earnings and earnings of expatriate personnel; and
 
·
use and compensation of local employees and suppliers by foreign contractors.

     Some foreign governments favor or effectively require the awarding of drilling contracts to local contractors, require use of a local agent or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may adversely affect our ability to compete in those regions. It is difficult to predict what governmental regulations may be enacted in the future that could adversely affect the international drilling industry. The actions of foreign governments, including initiatives by OPEC, may adversely affect our ability to compete.
 
We are indemnified to some extent against loss of capital assets, but generally not loss of revenue, from most of these risks through provisions in our drilling contracts.
 
Governmental laws and regulations, including environmental laws and regulations, may add to our costs or limit our drilling activity.
 
Our business in the offshore drilling industry is affected by public policy and laws and regulations relating to the energy industry and the environment in the geographic areas where we operate.
 
The offshore drilling industry is dependent on demand for services from the oil and gas exploration and production industry, and accordingly, we are directly affected by the adoption of laws and regulations that for economic, environmental or other policy reasons curtail exploration and development drilling for oil and gas. We may be required to make significant capital expenditures to comply with governmental laws and regulations. It is also possible that these laws and regulations may in the future add significantly to our operating costs or significantly limit drilling activity. Governments in some countries are increasingly active in regulating and controlling the ownership of concessions, the exploration for oil and gas, and other aspects of the oil and gas industries.  In recent years, increased concern has been raised over protection of the environment.  Offshore drilling in certain areas has been opposed by environmental groups, and has in certain cases been restricted.
 
To the extent new laws are enacted or other governmental actions are taken that prohibit or restrict offshore drilling or impose additional environmental protection requirements that result in increased costs to the oil and gas industry in general or the offshore drilling industry in particular, our business or prospects could be materially adversely affected. The operation of our drilling units will require certain governmental approvals, the number and prerequisites of which cannot be determined until we identify the jurisdictions in which we will operate upon securing contracts for the drilling units. Depending on the jurisdiction, these governmental approvals may involve public hearings and costly undertakings on our part. We may not obtain such approvals or such approvals may not be obtained in a timely manner. If we fail to timely secure the necessary approvals or permits, our customers may have the right to terminate or seek to renegotiate their drilling contracts to our detriment. The amendment or modification of existing laws and regulations or the adoption of new laws and regulations curtailing or further regulating exploratory or development drilling and production of oil and gas could have a material adverse effect on our business, operating results or financial condition.  Future earnings may be

 
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negatively affected by compliance with any such new legislation or regulations.  In addition, we may become subject to additional laws and regulations as a result of future rig operations or repositioning.

We may be subject to liability under environmental laws and regulations, which could have a material adverse effect on our results of operations and financial condition.
 
Our operations in the offshore drilling industry may involve the use or handling of materials that may be classified as environmentally hazardous substances. Environmental laws and regulations applicable in the countries in which we conduct operations have generally become more stringent. Such laws and regulations may expose us to liability for the conduct of or for conditions caused by others, or for our acts that were in compliance with all applicable laws at the time such actions were taken.
 
During our drilling operations in the past, we have caused the release of oil, waste and other pollutants into the sea and into protected areas, such as the Barents Sea. While we conduct maintenance on our drilling rigs in an effort to prevent such releases, future releases could occur, especially as our rigs age. Such releases may be large in quantity, above our permitted limits or in protected or other areas in which public interest groups or governmental authorities have an interest. These releases could result in fines and other costs to us, such as costs to upgrade our drilling rigs, costs to clean up the pollution, and costs to comply with more stringent requirements in our discharge permits. Moreover, these releases may result in our customers or governmental authorities suspending or terminating our operations in the affected area, which could have a material adverse effect on our business, results of operation and financial condition.
 
We expect that we will be able to obtain some degree of contractual indemnification from our customers in most of our drilling contracts against pollution and environmental damages, but such indemnification may not be enforceable in all instances, the customer may not be financially capable in all cases of complying with its indemnity obligations and we may not be able to obtain such indemnification agreements in the future.
 
We currently maintain insurance coverage against certain environmental liabilities, including pollution caused by sudden and accidental oil spills.  However, such insurance may not continue to be available or carried by us or, if available and carried, may not be adequate to cover any liability in all circumstances, which could have a material adverse effect on our business, operating results and financial conditions.
 
Acts of terrorism and political and social unrest could affect the markets for drilling services, which may have a material adverse effect on our results of operations.
 
Acts of terrorism and political and social unrest, brought about by world political events or otherwise, have caused instability in the world’s financial and insurance markets in the past and may occur in the future.  Such acts could be directed against companies such as ours.  In addition, acts of terrorism and social unrest could lead to increased volatility in prices for crude oil and natural gas and could affect the markets for drilling services and result in lower dayrates.  Insurance premiums could increase and coverages may be unavailable in the future.  U.S. government regulations may effectively preclude us from actively engaging in business activities in certain countries.  These regulations could be amended to cover countries where we currently operate or where we may wish to operate in the future.  Increased insurance costs or increased cost of compliance with applicable regulations may have a material adverse effect on our results of operations.
 

 
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Company - - Specific Risk Factors
 
A failure to obtain financing for our newbuilding drillships may result in a loss of investment and may have a material adverse effect on our business and results of operations.
 
Each of the contracts for construction and sale for newbuilding drillships Hulls 1837 and 1838 require us to make certain pre-delivery installment payments. In September 2007, Drillship Paros and Drillship Hydra, the contract owners of these newbuilding drillships, entered into an agreement with DVB for a term loan agreement in the aggregate amount of $230.0 million, representing $115.0 million per Hull, which may be used to partially fund the first and second pre-delivery installment payments to the shipyard under such newbuilding contracts.  However, we have not yet obtained financing for subsequent pre-delivery installment payments, which amount to 70% of the purchase price of the drillships.  If we are unable to obtain financing for such payments, we may default under these contracts.  A default would entitle the builder (i) to six percent interest from the due date of any installment payment and (ii) to rescind the contract.  Rescission of a contract would enable the builder to retain any installment payments already made and entitle the builder to sell the applicable drillship to another buyer, which would result in a loss of our investment and have a material adverse effect on our business and results of operations.
 
Disruptions in world financial markets and the resulting governmental action in the United States and in other parts of the world could have a material adverse impact on our ability to obtain financing, our results of operations, financial condition and cash flows and could cause the market price of our common stock to decline.
 
There are signs that the United States and other parts of the world are exhibiting deteriorating economic trends and may be entering into a recession. For example, the credit markets in the United States have experienced significant contraction, de-leveraging and reduced liquidity, and the United States federal government and state governments have implemented and are considering a broad variety of governmental action and/or new regulation of the financial markets. Securities and futures markets and the credit markets are subject to comprehensive statutes, regulations and other requirements. The SEC, other regulators, self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies, and may effect changes in law or interpretations of existing laws.
 
Recently, a number of financial institutions have experienced serious financial difficulties and, in some cases, have entered bankruptcy proceedings or are in regulatory enforcement actions. The uncertainty surrounding the future of the credit markets in the United States has resulted in reduced access to credit worldwide.  As of October 17, 2008, we have total outstanding indebtedness of $3.345 billion under our existing credit facilities.  As of October 17, 2008, we have a total of $973.0 million available under our existing credit facilities, all of which we expect to draw down in connection with the construction of the newbuiling drillships identified as Hulls 1865 and 1866 and vessel acquisitions.
 
We face risks attendant to changes in economic environments, changes in interest rates, and instability in certain securities markets, among other factors. Major market disruptions and the current adverse changes in market conditions and regulatory climate in the United States and worldwide may adversely affect our business or impair our ability to borrow amounts under our credit facilities or any future financial arrangements. The current market conditions may last longer than we anticipate. However, these recent and developing economic and governmental factors may have a material adverse effect on our results of operations, financial condition or cash flows and could cause the price of our common stock to decline significantly.
 
Sharp declines in the spot drybulk charter market will affect our earnings and cash flows from the 14 vessels we operate in the spot market.

We currently employ fourteen of our vessels in the spot market.  Their charters will expire over the next two months.  Vessels trading in the spot market are exposed to increased risk of declining charter rates and freight rate volatility compared to vessels employed on time charters.  Since mid-August 2008, the spot day rates in the drybulk charter market have declined very significantly, and drybulk vessel values have also declined both as a result of a slowdown in the availability of global credit and the significant deterioration in charter rates.  Charter rates and vessel values have been affected in part by the lack of availability of credit to finance both vessel purchases and purchases of commodities carried by sea, resulting in a decline in cargo shipments, and the excess supply of iron ore in China which resulted in falling iron ore prices and increased stockpiles in Chinese ports.  There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve to any significant degree.  Charter rates may remain at depressed levels for some time which will adversely affect our revenue and profitability.
We are subject to certain risks with respect to our counterparties under our time charter agreements and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.
 
Thirty-one of our vessels are currently employed under time charters with sixteen customers.  The ability of each of our counterparties to perform its obligations under a time charter agreement with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the drybulk shipping industry and the overall financial condition of the counterparty.  In addition, in depressed market conditions, our customers may fail to pay charterhire.  Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 
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The preferential tax rates applicable to qualified dividend income are temporary, and the enactment of proposed legislation could affect whether dividends paid by us constitute qualified dividend income eligible for the preferential rate.
 
Certain of our distributions may be treated as qualified dividend income eligible for preferential rates of U.S. federal income tax to non-corporate U.S. shareholders.  In the absence of legislation extending the term for these preferential tax rates, all dividends received by such U.S. taxpayers in tax years beginning on January 1, 2011 or later will be taxed at graduated tax rates applicable to ordinary income.
 
In addition, legislation has been proposed in the U.S. Congress that would, if enacted, deny the preferential rate of U.S. federal income tax currently imposed on qualified dividend income with respect to dividends received from a non-U.S. corporation if the non-U.S. corporation is created or organized under the laws of a jurisdiction that does not have a comprehensive income tax system.  Because the Marshall Islands imposes only limited taxes on entities organized under its laws, it is likely that if this legislation were enacted, the preferential tax rates of federal income tax may no longer be applicable to distributions received from us.  As of the date of this prospectus, it is not possible to predict with certainty whether this proposed legislation will be enacted.
 
Our shareholders that are subject to U.S. federal income taxation in respect of their ownership of our shares could be subject to adverse U.S. federal income tax rules if we were to qualify as a "passive foreign investment company."

Generally, a non-U.S. corporation will be treated as a "passive foreign investment company", or PFIC, for U.S. federal income tax purposes if either (i) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (ii) at least 50% of the average value of the corporation's assets are assets that produce or are held for the production of "passive income."  For purposes of this test, "passive income" includes dividends, interest and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties from unrelated parties in connection with the active conduct of a trade or business.  For purposes of these tests, income derived from the performance of services does not constitute "passive income." 

We intend to take the position that income that we derive from time and voyage charters is services income, rather than rental income, and accordingly that our income from time and voyage chartering activities does not constitute "passive income" and the assets that we own and operate in connection with the production of that income do not constitute passive assets.  There is, however, no direct legal authority under the PFIC rules addressing these issues.  Accordingly, no assurance can be given that the United States Internal Revenue Service or a court of law would agree with our position. 

In general, U.S. shareholders of a PFIC are subject to disadvantageous U.S. federal income tax rules with respect to their ownership of shares in the PFIC.  Generally, under the PFIC rules, unless U.S. shareholders make an election available under the United States Internal Revenue Code (which election could itself have adverse consequences for such shareholders), such shareholders would be liable to pay U.S. federal income tax at the then-prevailing highest income tax rates on ordinary income plus interest on excess distributions and upon any disposition of our shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period in our shares.  Regardless of the elections made by shareholders, distributions in respect of our shares will not be treated as qualified dividend income eligible for preferential rates of U.S. federal income tax for non-corporate U.S. shareholders if we were treated as a PFIC for the year of the distribution or the immediately preceding tax year.

 
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While there are legal uncertainties involved in this determination, and this determination is based on part on our estimates of and expectations regarding the relative fair market values of our assets, we believe that we should not be treated as a PFIC for the taxable year ending December 31, 2008.  There can be no assurance, however, that the nature of our assets, income or operations will not change or that we can avoid being a PFIC for any subsequent year.

The Spin Off may result in tax liabilities for shareholders in the absence of the receipt of cash.

While not all details regarding the Spin Off are currently known, it is possible that the Spin Off may be treated in some jurisdictions, such as the United States, as a taxable distribution, in which case shareholders that are subject to tax in such jurisdictions would have a tax liability as a result of the Spin Off even though they do not receive cash with which to pay such liability.
 
If market conditions continue to deteriorate, the Spin Off may be delayed.
 
If market conditions in the United States and other parts of the world continue to exhibit deteriorating economic trends, we may delay the Spin Off.  Such a delay could be substantial and would result in our offshore drilling operations remaining within subsidiaries of DryShips Inc.
 
Currently, our revenues from the offshore drilling segment depend on two drilling rigs, which are designed to operate in harsh environments. The damage or loss of either of these drilling rigs could have a material adverse effect on our results of operations and financial condition.
 
Our revenues from the offshore drilling segment are dependent on two drilling rigs, the Eirik Raude, which is preparing for operations offshore Ghana and the Leiv Eiriksson, which is currently operating in the North Sea. Both drilling rigs may be exposed to risks inherent in deepwater drilling and operating in harsh environments that may cause damage or loss.  The drilling of oil and gas wells, particularly exploratory wells where little is known of the subsurface formations involves risks, such as extreme pressure and temperature, blowouts, reservoir damage, loss of production, loss of well control, lost or stuck drill strings, equipment defects, punch-throughs, craterings, fires, explosions, pollution and natural disasters such as hurricanes and tropical storms.  In addition, offshore drilling operations are subject to perils peculiar to marine operations, either while on-site or during mobilization, including capsizing, sinking, grounding, collision, marine life infestations, and loss or damage from severe weather.  The replacement or repair of a rig could take a significant amount of time, and we may not have any right to compensation for lost revenues during that time, despite our comprehensive loss of hire insurance policy. As long as we have only two drilling rigs in operation, loss of or serious damage to one of the drilling rigs could materially reduce our revenues for the time that a rig is out of operation. In view of the sophisticated design of the drilling rigs, we may be unable to obtain a replacement rig that could perform under the conditions that our drilling rigs are expected to operate, which could have a material adverse effect on our results of operations and financial condition.
 
We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.
 
We enter into drilling services contracts with our customers, newbuilding contracts with shipyards, interest rate swap agreements and forward exchange contracts, and have employed and may employ our drilling rigs and newbuild drillships on fixed-term and well contracts. Our drilling contracts, newbuilding contracts, and hedging agreements subject us to counterparty risks. The ability of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the offshore contract drilling industry, the overall financial condition of the counterparty, the dayrates received for specific types of drilling rigs and drillships and various expenses.  In addition, in depressed market conditions, our customers may no longer need a drilling unit that is currently under contract or may be able to obtain a comparable drilling unit at a lower dayrate.  As a result, customers may seek to renegotiate the terms of their existing drilling contracts or avoid their obligations under those contracts.
 

 
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Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 
Construction of drillships are subject to risks, including delays and cost overruns, which could have an adverse impact on our available cash resources and results of operations.
 
We, through our subsidiaries, have entered into contracts with Samsung Heavy Industries Co. Ltd., or Samsung Heavy Industries, for the construction of two ultra-deepwater newbuild drillships, which we expect to take delivery of in the third quarter of 2011.  We have also entered into a share purchase agreement to acquire the owning companies of two additional newbuilding drillships from a related party.  We may also undertake new construction projects and conversion projects in the future.  In addition, we make significant upgrade, refurbishment, conversion and repair expenditures for our fleet from time to time, particularly as our drilling units become older.  Some of these expenditures are unplanned.  These projects and other efforts of this type are subject to risks of cost overruns or delays inherent in any large construction project as a result of numerous factors, including the following:
 
 
·
shipyard unavailability;
 
 
·
shortages of equipment, materials or skilled labor;
 
 
·
unscheduled delays in the delivery of ordered materials and equipment;
 
 
·
local customs strikes or related work slowdowns that could delay importation of equipment or materials;
 
 
·
engineering problems, including those relating to the commissioning of newly designed equipment;
 
 
·
latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;
 
 
·
work stoppages;
 
 
·
client acceptance delays;
 
 
·
weather interference or storm damage;
 
 
·
disputes with shipyards and suppliers;
 
 
·
shipyard failures and difficulties;
 
 
·
failure or delay of third-party equipment vendors or service providers;
 
 
·
unanticipated cost increases; and
 
 
·
difficulty in obtaining necessary permits or approvals or in meeting permit or approval conditions.
 
These factors may contribute to cost variations and delays in the delivery of our ultra-deepwater newbuild drillships.  Delays in the delivery of these newbuild drillships or the inability to complete
 

 
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construction in accordance with their design specifications may, in some circumstances, result in delay in contract commencement, resulting in a loss of revenue to us, and may also cause customers to renegotiate, terminate or shorten the term of the drilling contract for the drillship pursuant to applicable late delivery clauses.  In the event of termination of one of these contracts, we may not be able to secure a replacement contract on as favorable terms.  Additionally, capital expenditures for drillship upgrades, refurbishment and construction projects could materially exceed our planned capital expenditures.  Moreover, our drillships that may undergo upgrade, refurbishment and repair may not earn a dayrate during the periods they are out of service.  In addition, in the event of a shipyard failure or other difficulty, we may be unable to enforce certain provisions under our newbuilding contracts such as our refund guarantee, to recover amounts paid as installments under such contracts. The occurrence of any of these events may have a material adverse effect on our results of operations, financial condition or cash flows.
 
New technologies may cause our current drilling methods to become obsolete, resulting in an adverse effect on our business.
 
The offshore contract drilling industry is subject to the introduction of new drilling techniques and services using new technologies, some of which may be subject to patent protection.  As competitors and others use or develop new technologies, we may be placed at a competitive disadvantage and competitive pressures may force us to implement new technologies at substantial cost.  Although we purchased the right to use the Bingo 9000 design, or the Bingo Design, for our drilling rigs, neither we nor the company from which we purchased those rights has obtained or applied for any patents or other intellectual property protection relating to the Bingo Design. As a result, other parties may challenge our right to use the Bingo Design or seek damages for the alleged infringement of intellectual property rights that they may claim to own. We may also lose the competitive advantage that we sought to achieve through the use of the Bingo Design if our competitors duplicate key aspects of the Bingo Design without our permission, and we may be unable to prevent our competitors from doing so.
 
Our insurance may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the offshore drilling contract industry.
 
We maintain insurance in accordance with industry standards. Our insurance is intended to cover normal risks in our current operations, including insurance against property damage, loss of hire, war risk and third-party liability, including pollution liability.
 

 
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Although we have obtained insurance for the full assessed market value of our drilling units, insurance coverage may not, under certain circumstances, be available, and if available, may not provide sufficient funds to protect us from all losses and liabilities that could result from our operations. We have also obtained loss of hire insurance which becomes effective after 30 days of downtime and coverage extends for approximately one year.  The principal risks which may not be insurable are various environmental liabilities and liabilities resulting from reservoir damage caused by our negligence. Moreover, our insurance provides for premium adjustments based on claims and is subject to deductibles and aggregate recovery limits.  In the case of pollution liabilities, our deductible is $25,000 per event and in the case of other claims, our deductible is $1.5 million per event and our aggregate recovery limits are $624 million.  Our insurance coverage may not protect fully against losses resulting from a required cessation of rig operations for environmental or other reasons. The occurrence of a casualty, loss or liability against which we may not be fully insured could significantly reduce our revenues, make it financially impossible for us to obtain a replacement rig or to repair a damaged rig, cause us to pay fines or damages which are generally not insurable and that may have priority over the payment obligations under our indebtedness or otherwise impair our ability to meet our obligations under our indebtedness and to operate profitably.  Insurance may not be available to us at all or on terms acceptable to us, we may not maintain insurance or, if we are so insured, our policy may not be adequate to cover our loss or liability in all cases.

Our customers may be involved the handling of environmentally hazardous substances and if discharged into the ocean may subject us to pollution liability which could have a negative impact on our cash flows, results of operations and ability to pay dividends
 
Our operations may involve the use or handling of materials that may be classified as environmentally hazardous substances. Environmental laws and regulations applicable in the countries in which we conduct operations have generally become more stringent. Such laws and regulations may expose us to liability for the conduct of or for conditions caused by others, or for our acts that were in compliance with all applicable laws at the time such actions were taken.
 
During our drilling operations in the past, we, through our subsidiary, Ocean Rig, have caused the release of oil, waste and other pollutants into the sea and into protected areas, such as the Barents Sea where on April 12, 2005, we discharged less than one cubic meter of hydraulic oil. While we conduct maintenance on our drilling rigs in an effort to prevent such releases, we cannot assure you that future releases will not occur, especially as our rigs age. Such releases may be large in quantity, above our permitted limits or in protected or other areas in which public interest groups or governmental authorities have an interest. These releases could result in fines and other costs to us, such as costs to upgrade our drilling rigs, costs to clean up the pollution, and costs to comply with more stringent requirements in our discharge permits. Moreover, these releases may result in our customers or governmental authorities suspending or terminating our operations in the affected area, which could have a material adverse effect on our business, results of operation and financial condition.
 
We expect that we will be able to obtain some degree of contractual indemnification from our customers in most of our drilling contracts against pollution and environmental damages, but such indemnification may not be enforceable in all instances, that the customer will be financially capable in all cases of complying with its indemnity obligations or that the Company will be able to obtain such indemnification agreements in the future.

 
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Because we generate all of our revenues from the offshore drilling sector in U.S. dollars but incur a significant portion of our employee salary and administrative and other expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations from the offshore drilling sector.
 
Our principal currency for our operations and financing for the offshore drilling sector is the U.S. Dollar. The dayrates for the drilling rigs, the Company’s principal source of revenues, are quoted and received in U.S. Dollars. The principal currency for operating expenses in the offshore drilling sector is also the U.S. Dollar; however, a significant portion of employee salaries and administration expenses, as well as parts of the consumables and repair and maintenance expenses for the drilling rigs, are paid in Norwegian Kroner (NOK), Great British Pound (GBP), Canadian dollar (CAD) and Euro (EUR). The Company is also exposed to changes in other currencies including the Euro.  This could lead to fluctuations in net income due to changes in the value of the U.S. Dollar relative to the other currencies. Expenses incurred in foreign currencies against which the U.S. Dollar falls in value can increase, resulting in higher U.S. Dollar denominated expenses.  We employ derivative instruments in order to hedge our currency exposure; however, we may not be successful in hedging our currency exposure and our U.S. Dollar denominated results of operations could be materially and adversely affected upon exchange rate fluctuations determined by events outside of our control.

Failure to attract or retain key personnel, labor disruptions or an increase in labor costs could hurt our operations in the offshore drilling sector.
 
We require highly skilled personnel to operate and provide technical services and support for our business in the offshore drilling sector worldwide.  Competition for the labor required for drilling operations has intensified as the number of rigs activated, added to worldwide fleets or under construction has increased, leading to shortages of qualified personnel in the industry and creating upward pressure on wages and higher turnover.  If turnover increases, we could see a reduction in the experience level of our personnel, which could lead to higher downtime, more operating incidents and personal injury and other claims, which in turn could decrease revenues and increase costs.  In addition, labor disruptions could hinder our operations from being carried our normally and if not resolved in a timely cost-effective manner, could have a material impact our business.  In response to these labor market conditions, we are increasing efforts in our recruitment, training, development and retention programs as required to meet our anticipated personnel needs for offshore drilling.  If these labor trends continue, we may experience further increases in costs or limits on operations in the offshore drilling sector.  Some of our employees are covered by collective bargaining agreements.  If we choose to cease operations in one of those countries or if market conditions reduce the demand for our drilling services in such a country, we would incur costs, which may be material, associated with workforce reductions.  In addition, upon their expiration, these agreements may be renegotiated, and as a result, we could experience higher personnel expenses, other increased costs and increased operating restrictions, which may be material to our business in the offshore drilling sector.
 
Our operating and maintenance costs with respect to our offshore drilling rigs will not necessarily fluctuate in proportion to changes in operating revenues, which may have a material adverse effect on our results of operations, financial condition and cash flows.
 
Our operating and maintenance costs with respect to our offshore drilling rigs will not necessarily fluctuate in proportion to changes in operating revenues.  Operating revenues may fluctuate as a function of changes in dayrate.  However, costs for operating a rig are generally fixed or only semi-variable regardless of the dayrate being earned.  In addition, should our drilling units incur idle time between contracts, we typically will not de-man those drilling units because we will use the crew to prepare the rig
 

 
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for its next contract.  During times of reduced activity, reductions in costs may not be immediate as portions of the crew may be required to prepare rigs for stacking, after which time the crew members are assigned to active rigs or dismissed.  In addition, as our drilling units are mobilized from one geographic location to another, the labor and other operating and maintenance costs can vary significantly.  In general, labor costs increase primarily due to higher salary levels and inflation.  Equipment maintenance expenses fluctuate depending upon the type of activity the unit is performing and the age and condition of the equipment.  Contract preparation expenses vary based on the scope and length of contract preparation required and the duration of the firm contractual period over which such expenditures are incurred.  If we experience increased operating costs without a corresponding increase in earnings, this may have a material adverse effect on our results of operations, financial condition and cash flows.
 
We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
 
We may be, from time to time, involved in various litigation matters.  These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business.  Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us.  Insurance may not be applicable or sufficient in all cases, insurers may not remain solvent, and policies may not be located.
 
A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate our drilling rigs could result in a high tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations.
 
We conduct our worldwide drilling operations through various subsidiaries.  Tax laws and regulations are highly complex and subject to interpretation.  Consequently, we are subject to changing tax laws, treaties and regulations in and between countries in which we operate.  Our income tax expense is based upon our interpretation of tax laws in effect in various countries at the time that the expense was incurred.  A change in these tax laws, treaties or regulations, or in the interpretation thereof, or in the valuation of our deferred tax assets, could result in a materially higher tax expense or a higher effective tax rate on our worldwide earnings, and such change could be significant to our financial results. If any tax authority successfully challenges our operational structure, inter-company pricing policies or the taxable presence of our key subsidiaries in certain countries; or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure; or if we lose a material tax dispute in any country, particularly in the U.S., Canada, the U.K., or Norway, our effective tax rate on our worldwide earnings from our offshore drilling operations could increase substantially and our earnings and cash flows from these operations could be materially adversely affected.  You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under United States federal, state, local or foreign law of the ownership of common stock.
 

 
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USE OF PROCEEDS
 
Unless we specify otherwise in any prospectus supplement, we will use the net proceeds from the sale of securities offered by this prospectus for capital expenditures, repayment of indebtedness, working capital, to make vessel acquisitions and for general corporate purposes.
 
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
 
This document includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as “forward-looking statements.” We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material.
 
All statements in this document that are not statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as:
 
 
·
future operating or financial results;
 
 
·
statements about planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking and insurance costs;
 
 
·
statements about drybulk shipping market trends, including charter rates and factors affecting supply and demand;
 
 
·
our ability to obtain additional financing;
 
 
·
expectations regarding the availability of vessel acquisitions; and
 
 
·
anticipated developments with respect to pending litigation.
 
The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although DryShips Inc. believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, DryShips Inc. cannot assure you that it will achieve or accomplish these expectations, beliefs or projections described in the forward looking statements contained in this prospectus.
 
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including changes in charter rates and vessel values, failure of a seller to deliver one or more vessels, failure of a buyer to accept delivery of a vessel, inability to procure acquisition financing, default by one or more charterers of our ships, changes in demand for drybulk commodities, changes in demand that may affect attitudes of time charterers, scheduled and unscheduled drydocking, changes in DryShips Inc.’s voyage and operating expenses, including bunker prices, dry-docking and insurance costs, changes in governmental rules and regulations, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents, international hostilities and political events or acts by terrorists.
 
When used in this document, the words “anticipate,” “estimate,” “project,” “forecast,” “plan,” “potential,” “may,” “should,” and “expect” reflect forward-looking statements.
 

 

 
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RATIO OF EARNINGS TO FIXED CHARGES

 
Effective November 1, 2004, we changed our fiscal reporting year-end from October 31st to December 31st. The following table sets forth our unaudited ratio of earnings to fixed charges for the fiscal years ended October 31, 2003 and 2004, the two-month period ended December 31, 2004, the fiscal years ended December 31, 2005, 2006 and 2007 and the six month period ended June 30, 2008 (1).

 
(in thousands of US dollars)    
 Year Ended October 31,
      
 2-month period Ended December  31,
      
 Year Ended December 31,
     
 6-month period Ended June 30,
  
     
2003    
      
2004 
      
2004 
      
 2005
      
 2006
      
 2007
      
 2008
  
Earnings                                                        
Income form continuing operations before income taxes and minority interest
   $ 7,189     $ 39,113       10,713     $ 111,017     $ 56,731     $ 474,617     $ 500,659  
                                                         
Add: Fixed charges less interest capitalized
     896       1,410       368       20,341       41,149       53,370       46,336  
                                                         
Less: Capitalized interest
                                     (110 )     (2,597 )     (3,539 )
Add: Equity in net loss of an associate
                                             299       6,893  
Total Earnings
   $ 8,085     $ 40,523       11,081     $ 131,358     $ 97,770     $ 525,689     $ 550,349  
                                                         
Fixed Charges
                                                        
    Interest expense and capitalized interest
     758       1,278       257       19,797       37,364       51,180       36,576  
                                                         
Amortization and write-off of capitalized expenses relating to indebtedness
                                                        
    138       132       111       544       3,785       2,190       9,760  
                                                         
Total Fixed Charges
   $ 896     $ 1,410       368     $ 20,341     $ 41,149     $ 53,370     $ 46,336  
                                                         
Ratio of Earnings to Fixed Charges
     9.0 x     28.7 x     30.1 x     6.5 x     2.4 x     9.8 x     11.9 x

(1)           We have not issued any preferred shares as of the date of this prospectus
 
 
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CAPITALIZATION
 
A prospectus supplement will include information on the Company’s consolidated capitalization.
 
TAXATION
 
Taxation of Our Drilling Operations
 
United States Federal Income Tax Considerations
 
We operate in the United States through our subsidiary, Ocean Rig USA LLC.  Ocean Rig USA LLC is engaged in the trade or business of providing drilling services to third parties on the United States Outer Continental Shelf.  Therefore, Ocean Rig USA LLC is subject to United States federal income tax on a net basis on its taxable income.  The amount of such taxable income and such United States federal income tax liability will vary depending upon the level of Ocean Rig USA LLC’s operations in the United States in any given taxable year.
 
Other Tax Considerations

In addition to the tax consequences discussed above, we may be subject to income tax in jurisdictions where we conduct drilling activities.  The amount of any such tax imposed upon our operations may be material.
 
PLAN OF DISTRIBUTION
 
We or any selling shareholder may sell or distribute the securities included in this prospectus through underwriters, through agents, to dealers, in private transactions, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.
 
In addition, we or any selling shareholders may sell some or all of our securities included in this prospectus through:
 
 
·
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
 
 
·
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or
 
 
·
ordinary brokerage transactions and transactions in which a broker solicits purchasers.
 
In addition, we or any selling shareholders may enter into option or other types of transactions that require us or them to deliver our securities to a broker-dealer, who will then resell or transfer the securities under this prospectus.  We or any selling shareholder may enter into hedging transactions with respect to our securities.  For example, we or any selling shareholder may:
 
 
·
enter into transactions involving short sales of our shares of common stock by broker-dealers;
 
 
·
sell shares of common stock  short themselves and deliver the shares to close out short positions;
 
 
·
enter into option or other types of transactions that require us or any selling shareholder to deliver shares of common stock  to a broker-dealer, who will then resell or transfer the shares of common stock under this prospectus; or
 
 
·
loan or pledge the shares of common stock  to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
 

 
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We or any selling shareholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.  If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.  If so, the third party may use securities pledged by us or any selling shareholder or borrowed from us, any selling shareholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us or any selling shareholder in settlement of those derivatives to close out any related open borrowings of stock.  The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).  In addition, we or a selling shareholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus.  Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
 
Any broker-dealers or other persons acting on our behalf or the behalf of the selling shareholders that participates with us or any selling shareholders in the distribution of the securities may be deemed to be underwriters and any commissions received or profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended, or the Securities Act.
 
At the time that any particular offering of securities is made, to the extent required by the Securities Act, a prospectus supplement will be distributed, setting forth the terms of the offering, including the aggregate number of securities being offered, the purchase price of the securities, the initial offering price of the securities, the names of any underwriters, dealers or agents, any discounts, commissions and other items constituting compensation from us and any discounts, commissions or concessions allowed or reallowed or paid to dealers.
 
Underwriters and agents in any distribution contemplated hereby, including but not limited to at the market equity offerings, may from time to time include Cantor Fitzgerald & Co. Underwriters or agents could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an at-the-market offering as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through the Nasdaq, the existing trading market for our shares of common stock , or sales made to or through a market maker other than on an exchange.
 
On October 1, 2008, Cantor Fitzgerald & Co. issued an opinion to the audit committee of our board of directors as to the fairness from a financial point of view of our acquisition of the nine Capesize vessels in exchange for our common shares.
 
We will bear costs relating to all of the securities being registered under this Registration Statement.
 
Securities being offered by this prospectus and any accompanying prospectus supplement may be sold directly by the Company to shareholders and others, including broker dealers, pursuant to dividend reinvestment and stock purchase plans.
 
As a result of requirements of the Financial Industry Regulatory Authority (FINRA), formerly the National Association of Securities Dealers, Inc. (NASD), the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by us or any selling shareholder for the sale of any securities.  If more than 10% of the net proceeds of any offering of shares of common stock made under this prospectus will be received by FINRA members participating in the offering or affiliates or associated persons of such FINRA members, the offering will be conducted in accordance with NASD Conduct Rule 2710(h).
 

 
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ENFORCEMENT OF CIVIL LIABILITIES
 
DryShips Inc. is a Marshall Islands company and our executive offices are located outside of the U.S. in Athens, Greece. A majority of our directors, officers and the experts named in the prospectus reside outside the U.S. In addition, a substantial portion of our assets and the assets of our directors, officers and experts are located outside of the U.S. As a result, you may have difficulty serving legal process within the U.S. upon us or any of these persons. You may also have difficulty enforcing, both in and outside the U.S., judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws.
 
Furthermore, there is substantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.
 
PRICE RANGE OF COMMON STOCK
 
Our common stock currently trades on the NASDAQ Global Market under the symbol “DRYS”. Since the filing of our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, the  high and low closing price of our common stock were as follows:
 
   
Sales Price
  
For the Period
  
High
    
Low
  
2008
            
Third quarter
   $ 79.61     $ 33.15  
September
     68.78       33.15  
August
     79.61       66.30  
July
     79.13       70.58  
Second quarter
   $ 110.74     $ 59.98  
June
     95.23       71.33  
May
     110.74       83.21  
April
     86.54       59.98  
First quarter
   $ 87.45     $ 52.18  
March
     75.09       55.93  
February
     87.45       65.42  
January
     79.57       52.18  
 
On October 16, the closing price for our common stock on the Nasdaq Global Market was $19.50 per share.
 
DESCRIPTION OF CAPITAL STOCK
 
Authorized and Outstanding Capital Stock
 
Under our amended and restated articles of incorporation, our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.01 per share, of which 43,550,000 shares are issued and outstanding as of October 17, 2008, and 500,000,000 shares of preferred stock, none of which were issued as of October 17, 2008. All of our shares of stock are in registered form.
 

 
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Share History
 
In October 2004, we issued 15,400,000 shares of our common stock to the Entrepreneurial Spirit Foundation, or the Foundation, as consideration for the contribution to us of all of the issued and outstanding capital stock of six of our subsidiaries. The Foundation is a foundation organized under the laws of Lichtenstein and is controlled by our Chairman and Chief Executive Officer Mr. George Economou. Subsequent to the issuance of the 15,400,000 shares discussed above, 2,772,000 shares of common stock were transferred from the Foundation to Advice Investments S.A., a corporation organized under the Republic of Liberia, all the issued and outstanding capital stock of which is owned by Ms. Elisavet Manola of Athens, Greece, the ex-wife of Mr. Economou. The Foundation transferred 1,848,000 shares of common stock to Magic Management Inc., all of the issued and outstanding capital stock of which is owned by Ms. Rika Vosniadou of Athens, Greece, the ex-wife of Mr. Economou. In February 2005, we issued 14,950,000 shares of common stock in connection with our initial public offering. The net proceeds of the initial public offering were $251.3 million. On February 14, 2006, the Foundation transferred all of its shares to its wholly-owned subsidiary, Elios Investments.
 
On May 10, 2006, the company filed its universal shelf registration statement and related prospectus for the issuance of 5,000,000 shares of common stock. From May 2006 through August 2006, 4,650,000 shares of common stock with a par value $0.01 were issued. The net proceeds after underwriting commissions of 2.5% and other issuance fees were $56.5 million.
 
Our shareholders voted to adopt a resolution at our annual general shareholders’ meeting on July 11, 2006, which increased the aggregate number of shares of common stock that the Company is authorized to issue from 45,000,000 registered shares with par value of $0.01 to 75,000,000 registered shares with par value $0.01.
 
On October 24, 2006, the Company’s Board of Directors agreed to the request of the Company’s major shareholders (Elios Investments Inc., Advice Investments S.A. and Magic Management Inc.) following the declaration of our $0.20 quarterly dividend per share in September 2006, to receive their dividend payment in the form of our common stock in lieu of cash. One of these shareholders, Elios Investments Inc., is controlled by our Chairman and Chief Executive Officer, Mr. George Economou. In addition, the Board of Directors also agreed on that date to the request of a company related to Mr. Economou to accept repayment of the outstanding balance of a seller’s credit in respect of a vessel purchased by us (as discussed in Note 3(e) of our consolidated financial statements included in our annual report on Form 20-F for the fiscal year ended December 31, 2006) in shares of our common stock. As a result of the agreement, an aggregate of $3,080,000 in dividends and the seller’s credit together with interest amounting to $3,327,000 were settled with 235,585 and 254,512 shares of our common stock, respectively. The price used as consideration for issuance of the above common stock was equal to the average closing price of our common stock on the Nasdaq Global Market over the 8 trading days ended October 24, 2006, which was $13.07 per share.
 
In December 2006, the Company filed a registration statement on Form F-3 on behalf of the Company’s major shareholders registering for resale an aggregate of 15,890,097 shares of our common stock.
 
In October 2007, the Company filed a universal shelf registration statement on Form F-3 ASR (Registration No. 333-146540) relating to the offer and sale of an indeterminate amount of common shares, preferred shares, debt securities, which may be guaranteed by one or more of our subsidiaries, our warrants, our purchase contracts and units (the “Registration Statement”). In October 2007, the Company
 

 
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filed a prospectus supplement pursuant to Rule 424(b) relating to the offer and sale of up to 6,000,000 shares of common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement, which was amended and supplemented by a prospectus supplement filed pursuant to Rule 424(b) on November 7, 2007. From October 2007 through December 2007, we issued an aggregate of 1,191,000 shares of common stock with par value $0.01 per share. The net proceeds, after underwriting commissions ranging between 2% to 2.5% and other issuance fees, amounted to $127.1 million.
 
In January 2008, the Company increased the aggregate number of authorized shares of common stock of the Company from 75,000,000 registered shares with par value of $0.01 to 1,000,000,000 registered shares with a par value of $0.01 and increased the aggregate number of authorized shares of preferred stock from 30,000,000 registered shares; par value $0.01 per share to 500,000,000 registered preferred shares with a par value of $0.01 per share.
 
During the three months ended March 31, 2008, the Company issued 4,759,000 shares of common stock with par value $0.01 pursuant to the Registration Statement and related prospectus supplements filed pursuant to Rule 424(b) on October 12, 2007 and November 7, 2007. The net proceeds, after underwriting commissions ranging between 1.5% to 2% and other issuance fees, amounted to $352.6 million.
 
In March 2008, the Company filed a prospectus supplement pursuant to Rule 424(b) relating to the offer and sale of up to an additional 6,000,000 shares of common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement.
 
On April 10, 2008, we issued 1,000,000 shares of common stock out of the 1,834,055 shares reserved in the Company’s 2008 Equity Incentive Plan to Fabiana Services S.A., or Fabiana.  Fabiana, a related party entity incorporated in the Marshall Islands, provides the services of the individuals who serve in the positions of Chief Executive and Interim Chief Financial Officer of the Company.  Our Chief Executive Officer also serves as our Interim Chief Financial Officer.  The shares vest quarterly in eight equal installments with the first installment of 125,000 shares vesting on May 28, 2008, in accordance with the consultancy agreement with Fabiana.
 
In May 2008, the Company issued 1,109,903 shares of common stock with par value $0.01 per share pursuant to the Registration Statement and related prospectus supplement. The net proceeds, after underwriting commissions of 1.75% and other issuance fees, amounted to $101.6 million.
 
We will issue a total of 19,431,840 common shares to the sellers of the nine Capesize vessels that we have agreed to acquire from clients of Cardiff.  The purchase price for each of the vessel owning companies is subject to adjustment such that we may issue additional common shares to the sellers in accordance with the terms of the respective share purchase agreement.  See “Recent Developments – Acquisition of Nine Capesize Vessels.”
 
Description of Common Stock
 
Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of common stock are, and the shares to be sold in this offering when issued and paid for will be, fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future. Our common stock is quoted on the Nasdaq Global Market under the symbol “DRYS.”
 
Our Amended and Restated Articles of Incorporation and Bylaws
 
Our purpose, as stated in Section B of our amended and restated articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act. Our amended and restated articles of incorporation and bylaws do not impose any limitations on the ownership rights of our shareholders.
 

 
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Directors
 
Our directors are elected by a plurality of the votes cast by stockholders entitled to vote in an election. Our amended and restated articles of incorporation provide that cumulative voting shall not be used to elect directors. Our board of directors must consist of at least three members. The exact number of directors is fixed by a vote of at least 66 2/3% of the entire board. Our by laws provide for a staggered board of directors whereby directors shall be divided into three classes: Class A, Class B and Class C which shall be as nearly equal in number as possible. Shareholders, acting as at a duly constituted meeting, or by unanimous written consent of all shareholders, initially designated directors as Class A, Class B or Class C. Directors designated as Class B directors served for a term expiring at the 2006 annual meeting. Directors designated Class C directors served for a term expiring at the 2007 annual meeting. Class A directors served for a term expiring at the 2008 annual meeting of shareholders. At annual meetings for each initial term, directors to replace those whose terms expire at such annual meetings will be elected to hold office until the third succeeding annual meeting. Each director serves his respective term of office until his successor has been elected and qualified, except in the event of his death, resignation, removal or the earlier termination of his term of office. Our board of directors has the authority to fix the amounts which shall be payable to the members of the board of directors for attendance at any meeting or for services rendered to us.
 
Stockholder Meetings
 
Under our bylaws, annual stockholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Marshall Islands. Special meetings may be called by the board of directors, chairman of the board or by the president. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the stockholders that will be eligible to receive notice and vote at the meeting.
 
Dissenters’ Rights of Appraisal and Payment
 
Under the BCA, our stockholders have the right to dissent from various corporate actions, including any merger or consolidation, sale of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. In the event of any further amendment of our amended and restated articles of incorporation, a stockholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting stockholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting stockholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which the Company’s shares are primarily traded on a local or national securities exchange.
 
Stockholders’ Derivative Actions
 
Under the BCA, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction to which the action relates.
 

 
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Indemnification of Officers and Directors
 
Our bylaws includes a provision that entitles any director or officer of the Corporation to be indemnified by the Corporation upon the same terms, under the same conditions and to the same extent as authorized by the BCA if he acted in good faith and in a manner reasonably believed to be in and not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
 
We are also authorized to carry directors’ and officers’ insurance as a protection against any liability asserted against our directors and officers acting in their capacity as directors and officers regardless of whether the Company would have the power to indemnify such director or officer against such liability by law or under the provisions of our by laws. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.
 
The indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.
 
Anti-takeover Provisions of our Charter Documents
 
Several provisions of our amended and restated articles of incorporation and by-laws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a stockholder may consider in its best interest and (2) the removal of incumbent officers and directors.
 
Blank Check Preferred Stock
 
Under the terms of our amended and restated articles of incorporation, our board of directors has authority, without any further vote or action by our stockholders, to issue up to 30.0 million shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.
 
Classified Board of Directors
 
Our amended and restated articles of incorporation provide for a board of directors serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. The classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay stockholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.
 

 
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Election and Removal of Directors
 
Our amended and restated articles of incorporation prohibit cumulative voting in the election of directors. Our by-laws require shareholders to give advance written notice of nominations for the election of directors. Our by-laws also provide that our directors may be removed only for cause and only upon affirmative vote of the holders of at least 66 2/3% of the outstanding voting shares of the Company.  These provisions may discourage, delay or prevent the removal of incumbent officers and directors.
 
Limited Actions by Stockholders
 
Our by-laws provide that if a quorum is present, and except as otherwise expressly provided by law, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders. Shareholders may act by way of written consent in accordance with the provisions of Section 67 of the BCA.
 
Advance Notice Requirements for Shareholder Proposals and Director Nominations
 
Our bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 150 days nor more than 180 days prior to the one year anniversary of the preceding year’s annual meeting. Our bylaws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.
 
Stockholders Rights Agreement
 
We entered into a Stockholders Rights Agreement with American Stock Transfer & Trust Company, as Rights Agent, as of January 18, 2008. Under this Agreement, we declared a dividend payable of one preferred share purchase right, or Right, to purchase one one-thousandth of a share of the Company’s Series A Participating Preferred Stock for each outstanding share of DryShips Inc. common stock, par value U.S.$0.01 per share. Each Right will separate from the common stock and become exercisable after (1) a person or group acquires ownership of 15% or more of the company's common stock or (2) the 10th business day (or such later date as determined by the company’s board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 15% or more of the company's common stock. On the distribution date, each holder of a right will be entitled to purchase for $250, or the Exercise Price, a fraction (1/1000th) of one share of the company’s preferred stock which has similar economic terms as one share of common stock. If an acquiring person, or an Acquiring Person, acquires more than 15% of the company's common stock then each holder of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of our common stock which has a market value of twice the exercise price. Any time after the date an Acquiring Person obtains more than 15% of our common stock and before that Acquiring Person acquires more than 50% of our outstanding common stock, we may exchange each right owned by all other rights holders, in whole or in part, for one share of our common stock. The rights expire on the earliest of (1) February 4, 2018 or (2) the exchange or redemption of the rights as described above. We can redeem the rights at any time prior to a public announcement that a person has acquired ownership of 15% or more of the company's common stock. The terms of the rights and the Stockholders Rights Agreement may be amended without the consent of the rights holders at any time on or prior to the

 
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Distribution Date. After the Distribution Date, the terms of the rights and the Stockholders Rights Agreement may be amended to make changes that do not adversely affect the rights of the rights holders (other than the Acquiring Person). The rights do not have any voting rights. The rights have the benefit of certain customary anti-dilution protections.

Dividends
 
While we may not continue to do so, and subject to the limitations discussed below, we currently intend to pay regular cash dividends on our common stock on a quarterly basis. We have paid a quarterly dividend of $0.20 per share to holders of our common stock each quarter since our initial public offering in February 2005. Under our credit facility we are restricted in our payments of dividends. During 2006 dividend payments were not permitted to exceed $18.0 million. For any dividends declared or paid in excess of this amount in 2006, the Company obtained a related written consent from its lenders. Thereafter dividend payments are not to exceed 50% of net income as evidenced by the relevant annual audited financial statements.
 
Declaration and payment of any dividend is subject to the discretion of our board of directors. The timing and amount of dividend payments will be dependent upon our earnings, financial condition, cash requirements and availability, restrictions in our loan agreements, the terms of the debt securities we offer, the provisions of applicable law affecting the payment of distributions to shareholders and other factors. Because we are a holding company with no material assets other than the stock of our subsidiaries, our ability to pay dividends will depend on the earnings and cash flow of our subsidiaries and their ability to pay dividends to us. The laws governing us and our subsidiaries generally prohibit the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent.
 
DESCRIPTION OF PREFERRED SHARES
 
Under the terms of our amended and restated articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 500,000,000 shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management. The material terms of any series of preferred shares that we offer through a prospectus supplement will be described in that prospectus supplement. Our board of directors is authorized to provide for the issuance of preferred shares in one or more series with designations as may be stated in the resolution or resolutions providing for the issue of such preferred shares. At the time that any series of our preferred shares are authorized, our board of directors will fix the dividend rights, any conversion rights, any voting rights, redemption provisions, liquidation preferences and any other rights, preferences, privileges and restrictions of that series, as well as the number of shares constituting that series and their designation. Our board of directors could, without shareholder approval, cause us to issue preferred stock which has voting, conversion and other rights that could adversely affect the holders of our ordinary shares or make it more difficult to effect a change in control. Our preferred shares could be used to dilute the share ownership of persons seeking to obtain control of us and thereby hinder a possible takeover attempt which, if our shareholders were offered a premium over the market value of their shares, might be viewed as being beneficial to our shareholders. In addition, our preferred shares could be issued with voting, conversion and other rights and preferences which would adversely affect the voting power and other rights of holders of our ordinary shares. The material terms of any series of preferred shares that we offer through a prospectus supplement will be described in that prospectus supplement.
 

 
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DESCRIPTION OF WARRANTS
 
We may issue warrants to purchase our debt or equity securities or securities of third parties or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
 
The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:
 
 
·
the title of such warrants;
 
 
·
the aggregate number of such warrants;
 
 
·
the price or prices at which such warrants will be issued;
 
 
·
the currency or currencies, in which the price of such warrants will be payable;
 
 
·
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
 
 
·
the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
 
 
·
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
 
 
·
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
 
 
·
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
 
 
·
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
 
 
·
information with respect to book-entry procedures, if any;
 
 
·
if applicable, a discussion of any material United States Federal income tax considerations; and
 
 
·
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
 

 
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DESCRIPTION OF DEBT SECURITIES
 
We may issue debt securities from time to time in one or more series, under one or more indentures, each dated as of a date on or prior to the issuance of the debt securities to which it relates. We may issue senior debt securities and subordinated debt securities pursuant to separate indentures, a senior indenture and a subordinated indenture, respectively, in each case between us and the trustee named in the indenture. These indentures will be filed either as exhibits to an amendment to this Registration Statement or a prospectus supplement, or as an exhibit to a Securities Exchange Act of 1934, or Exchange Act, report that will be incorporated by reference to the Registration Statement or a prospectus supplement. We will refer to any or all of these reports as “subsequent filings”. The senior indenture and the subordinated indenture, as amended or supplemented from time to time, are sometimes referred to individually as an “indenture” and collectively as the “indentures”. Each indenture will be subject to and governed by the Trust Indenture Act. The aggregate principal amount of debt securities which may be issued under each indenture will be unlimited and each indenture will contain the specific terms of any series of debt securities or provide that those terms must be set forth in or determined pursuant to, an authorizing resolution, as defined in the applicable prospectus supplement, and/or a supplemental indenture, if any, relating to such series.
 
Certain of our subsidiaries may guarantee the debt securities we offer. Those guarantees may or may not be secured by liens, mortgages, and security interests in the assets of those subsidiaries. The terms and conditions of any such subsidiary guarantees, and a description of any such liens, mortgages or security interests, will be set forth in the prospectus supplement that will accompany this prospectus.
 
Our statements below relating to the debt securities and the indentures are summaries of their anticipated provisions, are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the applicable indenture and any applicable U.S. federal income tax consideration as well as any applicable modifications of or additions to the general terms described below in the applicable prospectus supplement or supplemental indenture.
 
General
 
Neither indenture limits the amount of debt securities which may be issued, and each indenture provides that debt securities may be issued up to the aggregate principal amount from time to time. The debt securities may be issued in one or more series. The senior debt securities will be unsecured and will rank on a parity with all of our other unsecured and unsubordinated indebtedness. Each series of subordinated debt securities will be unsecured and subordinated to all present and future senior indebtedness of debt securities will be described in an accompanying prospectus supplement.
 
You should read the subsequent filings relating to the particular series of debt securities for the following terms of the offered debt securities:
 
 
·
the designation, aggregate principal amount and authorized denominations;
 
 
·
the issue price, expressed as a percentage of the aggregate principal amount;
 
 
·
the maturity date;
 
 
·
the interest rate per annum, if any;
 

 
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·
if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates;
 
 
·
any optional or mandatory sinking fund provisions or conversion or exchangeability provisions;
 
 
·
the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions;
 
 
·
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable;
 
 
·
if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
 
 
·
any events of default not set forth in this prospectus;
 
 
·
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America;
 
 
·
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made;
 
 
·
whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made;
 
 
·
if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture;
 
 
·
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
 
 
·
any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture;
 
 
·
whether the offered debt securities will be issued in the form of global securities or certificates in registered or bearer form;
 
 
·
any terms with respect to subordination;
 

 
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·
any listing on any securities exchange or quotation system;
 
 
·
additional provisions, if any, related to defeasance and discharge of the offered debt securities; and
 
 
·
the applicability of any guarantees.
 
Unless otherwise indicated in subsequent filings with the Commission relating to the indenture, principal, premium and interest will be payable and the debt securities will be transferable at the corporate trust office of the applicable trustee. Unless other arrangements are made or set forth in subsequent filings or a supplemental indenture, principal, premium and interest will be paid by checks mailed to the holders at their registered addresses.
 
Unless otherwise indicated in subsequent filings with the Commission, the debt securities will be issued only in fully registered form without coupons, in denominations of $1,000 or any integral multiple thereof. No service charge will be made for any transfer or exchange of the debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with these debt securities.
 
Some or all of the debt securities may be issued as discounted debt securities, bearing no interest or interest at a rate which at the time of issuance is below market rates, to be sold at a substantial discount below the stated principal amount. United States federal income consequences and other special considerations applicable to any discounted securities will be described in subsequent filings with the Commission relating to those securities.
 
We refer you to applicable subsequent filings with respect to any deletions or additions or modifications from the description contained in this prospectus.
 
Senior Debt
 
We will issue senior debt securities under the senior debt indenture. These senior debt securities will rank on an equal basis with all our other unsecured debt except subordinated debt.
 
Subordinated Debt
 
We will issue subordinated debt securities under the subordinated debt indenture. Subordinated debt will rank subordinate and junior in right of payment, to the extent set forth in the subordinated debt indenture, to all our senior debt (both secured and unsecured).
 
In general, the holders of all senior debt are first entitled to receive payment of the full amount unpaid on senior debt before the holders of any of the subordinated debt securities are entitled to receive a payment on account of the principal or interest on the indebtedness evidenced by the subordinated debt securities in certain events.
 
If we default in the payment of any principal of, or premium, if any, or interest on any senior debt when it becomes due and payable after any applicable grace period, then, unless and until the default is cured or waived or ceases to exist, we cannot make a payment on account of or redeem or otherwise acquire the subordinated debt securities.
 

 
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If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to us or our property, then all senior debt must be paid in full before any payment may be made to any holders of subordinated debt securities.
 
Furthermore, if we default in the payment of the principal of and accrued interest on any subordinated debt securities that is declared due and payable upon an event of default under the subordinated debt indenture, holders of all our senior debt will first be entitled to receive payment in full in cash before holders of such subordinated debt can receive any payments.
 
Senior debt means:
 
 
·
the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by us, including the senior debt securities or letters of credit;
 
 
·
all capitalized lease obligations;
 
 
·
all hedging obligations;
 
 
·
all obligations representing the deferred purchase price of property; and
 
 
·
all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
 
 
·
but senior debt does not include:
 
 
·
subordinated debt securities; and
 
 
·
any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
 
Covenants
 
Any series of offered debt securities may have covenants in addition to or differing from those included in the applicable indenture which will be described in subsequent filings prepared in connection with the offering of such securities, limiting or restricting, among other things:
 
 
·
the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
 
 
·
the ability to make certain payments, dividends, redemptions or repurchases;
 
 
·
our ability to create dividend and other payment restrictions affecting our subsidiaries;
 
 
·
our ability to make investments;
 
 
·
mergers and consolidations by us or our subsidiaries;
 
 
·
sales of assets by us;
 

 
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·
our ability to enter into transactions with affiliates;
 
 
·
our ability to incur liens; and
 
 
·
sale and leaseback transactions.
 
Modification of the Indentures
 
Each indenture and the rights of the respective holders may be modified by us only with the consent of holders of not less than a majority in aggregate principal amount of the outstanding debt securities of all series under the respective indenture affected by the modification, taken together as a class. But no modification that:
 
 
(1)
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
 
 
(2)
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities;
 
 
(3)
reduces the principal or changes the maturity of any security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;
 
 
(4)
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
 
 
(5)
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the Security;
 
 
(6)
makes any change with respect to holders’ rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or
 
 
(7)
waives a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any securities
 
will be effective against any holder without his consent. Other terms as specified in subsequent filings may be modified without the consent of the holders.
 
Events of Default
 
Each indenture defines an event of default for the debt securities of any series as being any one of the following events:
 
 
·
default in any payment of interest when due which continues for 30 days;
 

 
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·
default in any payment of principal or premium when due;
 
 
·
default in the deposit of any sinking fund payment when due;
 
 
·
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
 
 
·
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and
 
 
·
events of bankruptcy, insolvency or reorganization.
 
An event of default of one series of debt securities does not necessarily constitute an event of default with respect to any other series of debt securities.
 
There may be such other or different events of default as described in an applicable subsequent filing with respect to any class or series of offered debt securities.
 
In case an event of default occurs and continues for the debt securities of any series, the applicable trustee or the holders of not less than 25% in aggregate principal amount of the debt securities then outstanding of that series may declare the principal and accrued but unpaid interest of the debt securities of that series to be due and payable. Any event of default for the debt securities of any series which has been cured may be waived by the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding.
 
Each indenture requires us to file annually after debt securities are issued under that indenture with the applicable trustee a written statement signed by two of our officers as to the absence of material defaults under the terms of that indenture. Each indenture provides that the applicable trustee may withhold notice to the holders of any default if it considers it in the interest of the holders to do so, except notice of a default in payment of principal, premium or interest.
 
Subject to the duties of the trustee in case an event of default occurs and continues, each indenture provides that the trustee is under no obligation to exercise any of its rights or powers under that indenture at the request, order or direction of holders unless the holders have offered to the trustee reasonable indemnity. Subject to these provisions for indemnification and the rights of the trustee, each indenture provides that the holders of a majority in principal amount of the debt securities of any series then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee as long as the exercise of that right does not conflict with any law or the indenture.
 

 
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Defeasance and Discharge
 
The terms of each indenture provide us with the option to be discharged from any and all obligations in respect of the debt securities issued thereunder upon the deposit with the trustee, in trust, of money or U.S. government obligations, or both, which through the payment of interest and principal in accordance with their terms will provide money in an amount sufficient to pay any installment of principal, premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of the payments in accordance with the terms of the debt securities and the indenture governing the debt securities. This right may only be exercised if, among other things, we have received from, or there has been published by, the United States Internal Revenue Service a ruling to the effect that such a discharge will not be deemed, or result in, a taxable event with respect to holders. This discharge would not apply to our obligations to register the transfer or exchange of debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying agencies and hold moneys for payment in trust.
 
Defeasance of Certain Covenants
 
The terms of the debt securities provide us with the right to omit complying with specified covenants and that specified events of default described in a subsequent filing will not apply. In order to exercise this right, we will be required to deposit with the trustee money or U.S. government obligations, or both, which through the payment of interest and principal will provide money in an amount sufficient to pay principal, premium, if any, and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of such payments in accordance with the terms of the debt securities and the indenture governing such debt securities. We will also be required to deliver to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the IRS a ruling to the effect that the deposit and related covenant defeasance will not cause the holders of such series to recognize income, gain or loss for federal income tax purposes.
 
A subsequent filing may further describe the provisions, if any, of any particular series of offered debt securities permitting a discharge defeasance.
 
Subsidiary Guarantees
 
Certain of our subsidiaries may guarantee the debt securities we offer. In that case, the terms and conditions of the subsidiary guarantees will be set forth in the applicable prospectus supplement. Unless we indicate differently in the applicable prospectus supplement, if any of our subsidiaries guarantee any of our debt securities that are subordinated to any of our senior indebtedness, then the subsidiary guarantees will be subordinated to the senior indebtedness of such subsidiary to the same extent as our debt securities are subordinated to our senior indebtedness.
 
Global Securities
 
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depository identified in an applicable subsequent filing and registered in the name of the depository or a nominee for the depository. In such a case, one or more global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding debt securities of the series to be represented by the global security or securities. Unless and until it is exchanged in whole or in part for debt securities in definitive certificated form, a global security may not be transferred except as a whole by the depository for the
 

 
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global security to a nominee of the depository or by a nominee of the depository to the depository or another nominee of the depository or by the depository or any nominee to a successor depository for that series or a nominee of the successor depository and except in the circumstances described in an applicable subsequent filing.
 
We expect that the following provisions will apply to depository arrangements for any portion of a series of debt securities to be represented by a global security. Any additional or different terms of the depository arrangement will be described in an applicable subsequent filing.
 
Upon the issuance of any global security, and the deposit of that global security with or on behalf of the depository for the global security, the depository will credit, on its book-entry registration and transfer system, the principal amounts of the debt securities represented by that global security to the accounts of institutions that have accounts with the depository or its nominee. The accounts to be credited will be designated by the underwriters or agents engaging in the distribution of the debt securities or by us, if the debt securities are offered and sold directly by us. Ownership of beneficial interests in a global security will be limited to participating institutions or persons that may hold interest through such participating institutions. Ownership of beneficial interests by participating institutions in the global security will be shown on, and the transfer of the beneficial interests will be effected only through, records maintained by the depository for the global security or by its nominee. Ownership of beneficial interests in the global security by persons that hold through participating institutions will be shown on, and the transfer of the beneficial interests within the participating institutions will be effected only through, records maintained by those participating institutions. The laws of some jurisdictions may require that purchasers of securities take physical delivery of the securities in certificated form. The foregoing limitations and such laws may impair the ability to transfer beneficial interests in the global securities.
 
So long as the depository for a global security, or its nominee, is the registered owner of that global security, the depository or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Unless otherwise specified in an applicable subsequent filing and except as specified below, owners of beneficial interests in the global security will not be entitled to have debt securities of the series represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of debt securities of the series in certificated form and will not be considered the holders thereof for any purposes under the indenture. Accordingly, each person owning a beneficial interest in the global security must rely on the procedures of the depository and, if such person is not a participating institution, on the procedures of the participating institution through which the person owns its interest, to exercise any rights of a holder under the indenture.
 
The depository may grant proxies and otherwise authorize participating institutions to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a holder is entitled to give or take under the applicable indenture. We understand that, under existing industry practices, if we request any action of holders or any owner of a beneficial interest in the global security desires to give any notice or take any action a holder is entitled to give or take under the applicable indenture, the depository would authorize the participating institutions to give the notice or take the action, and participating institutions would authorize beneficial owners owning through such participating institutions to give the notice or take the action or would otherwise act upon the instructions of beneficial owners owning through them.
 
Unless otherwise specified in an applicable subsequent filings, payments of principal, premium and interest on debt securities represented by global security registered in the name of a depository or its
 

 
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nominee will be made by us to the depository or its nominee, as the case may be, as the registered owner of the global security.
 
We expect that the depository for any debt securities represented by a global security, upon receipt of any payment of principal, premium or interest, will credit participating institutions’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of the depository. We also expect that payments by participating institutions to owners of beneficial interests in the global security held through those participating institutions will be governed by standing instructions and customary practices, as is now the case with the securities held for the accounts of customers registered in street names, and will be the responsibility of those participating institutions. None of us, the trustees or any agent of ours or the trustees will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to those beneficial interests.
 
Unless otherwise specified in the applicable subsequent filings, a global security of any series will be exchangeable for certificated debt securities of the same series only if:
 
 
·
the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility;
 
 
·
we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
 
 
·
there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series.
 
Upon any exchange, owners of beneficial interests in the global security or securities will be entitled to physical delivery of individual debt securities in certificated form of like tenor and terms equal in principal amount to their beneficial interests, and to have the debt securities in certificated form registered in the names of the beneficial owners, which names are expected to be provided by the depository’s relevant participating institutions to the applicable trustee.
 
In the event that the Depository Trust Company, or DTC, acts as depository for the global securities of any series, the global securities will be issued as fully registered securities registered in the name of Cede & Co., DTC’s partnership nominee.
 
DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participating institutions deposit with DTC. DTC also facilitates the settlement among participating institutions of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participating institutions’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct participating institutions include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. DTC is owned by a number of its direct participating institutions and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others, such as securities brokers and dealers
 

 
56
 

and banks and trust companies that clear through or maintain a custodial relationship with a direct participating institution, either directly or indirectly. The rules applicable to DTC and its participating institutions are on file with the Commission.
 
To facilitate subsequent transfers, the debt securities may be registered in the name of DTC’s nominee, Cede & Co. The deposit of the debt securities with DTC and their registration in the name of Cede & Co. will effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the debt securities. DTC’s records reflect only the identity of the direct participating institutions to whose accounts debt securities are credited, which may or may not be the beneficial owners. The participating institutions remain responsible for keeping account of their holdings on behalf of their customers.
 
Delivery of notices and other communications by DTC to direct participating institutions, by direct participating institutions to indirect participating institutions, and by direct participating institutions and indirect participating institutions to beneficial owners of debt securities are governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect.
 
Neither DTC nor Cede & Co. consents or votes with respect to the debt securities. Under its usual procedures, DTC mails a proxy to the issuer as soon as possible after the record date. The proxy assigns Cede & Co.’s consenting or voting rights to those direct participating institution to whose accounts the debt securities are credited on the record date.
 
If applicable, redemption notices shall be sent to Cede & Co. If less than all of the debt securities of a series represented by global securities are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participating institutions in that issue to be redeemed.
 
To the extent that any debt securities provide for repayment or repurchase at the option of the holders thereof, a beneficial owner shall give notice of any option to elect to have its interest in the global security repaid by us, through its participating institution, to the applicable trustee, and shall effect delivery of the interest in a global security by causing the direct participating institution to transfer the direct participating institution’s interest in the global security or securities representing the interest, on DTC’s records, to the applicable trustee. The requirement for physical delivery of debt securities in connection with a demand for repayment or repurchase will be deemed satisfied when the ownership rights in the global security or securities representing the debt securities are transferred by direct participating institutions on DTC’s records.
 
DTC may discontinue providing its services as securities depository for the debt securities at any time. Under such circumstances, in the event that a successor securities depository is not appointed, debt security certificates are required to be printed and delivered as described above.
 
We may decide to discontinue use of the system of book-entry transfers through the securities depository. In that event, debt security certificates will be printed and delivered as described above.
 
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for its accuracy.
 

 
57
 

DESCRIPTION OF PURCHASE CONTRACTS
 
We may issue purchase contracts for the purchase or sale of:
 
 
·
debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement;
 
 
·
currencies; or
 
 
·
commodities.
 
Each purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities, currencies or commodities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.
 
The purchase contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or pre-funded on some basis. The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under either the senior indenture or the subordinated indenture.
 
DESCRIPTION OF UNITS
 
As specified in the applicable prospectus supplement, we may issue units consisting of one or more purchase contracts, warrants, debt securities, preferred shares, common stock or any combination of such securities. The applicable prospectus supplement will describe:
 
 
·
the terms of the units and of the purchase contracts, warrants, debt securities, preferred shares and common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
 
 
·
a description of the terms of any unit agreement governing the units; and
 
 
·
a description of the provisions for the payment, settlement, transfer or exchange or the units.
 
EXPENSES
 
The following are the estimated expenses of the issuance and distribution of the securities being registered under the Registration Statement of which this prospectus forms a part, all of which will be paid by us.
 

 
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SEC registration fee
$________*
Blue sky fees and expenses
$________*
Printing and engraving expenses
$________*
Legal fees and expenses
$________*
Rating agency fees
$________*
Accounting fees and expenses
$________*
Indenture trustee fees and experts
$________*
Transfer agent and registrar
$________*
Miscellaneous
$________*
   
Total
$________*

________________
* To be provided by a prospectus supplement or as an exhibit to Report on Form 6-K that is incorporated by reference into this prospectus.
LEGAL MATTERS
 
The validity of the securities offered by this prospectus with respect to Marshall Islands law and certain other legal matters relating to United States and Marshall Islands law will be passed upon for us by Seward & Kissel LLP, New York, New York.

EXPERTS
 
The consolidated financial statements as of December 31, 2007 and for the year ended December 31, 2007, incorporated in this Prospectus by reference from the DryShips Inc. and subsidiaries Annual Report on Form 20-F for the year ended December 31, 2007, and the effectiveness of the DryShips Inc. and subsidiaries internal control over financial reporting as of December 31, 2007 have been audited by Deloitte, Hadjipavlou, Sofianos & Cambanis S.A., an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
 
The consolidated financial statements of DryShips at December 31, 2006 and for each of the two years in the period ended December 31, 2006, incorporated in this prospectus by reference from our Annual Report on Form 20-F for the year ended December 31, 2007, filed with the SEC on March 31, 2008 have been audited by Ernst & Young (Hellas) Certified Auditors Accountants S.A., independent registered public accounting firm, as stated in their report, which is incorporated in this prospectus by reference, and have been so incorporated in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
 
WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
As required by the Securities Act of 1933, we filed a registration statement relating to the securities offered by this prospectus with the Commission. This prospectus is a part of that registration statement, which includes additional information.
 

 
59
 


 
Government Filings
 
We file annual and special reports within the Commission. You may read and copy any document that we file at the public reference facilities maintained by the Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington, D.C. 20549. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission.
 
Information Incorporated by Reference
 
The SEC allows us to “incorporate by reference” information that we file with it. This means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC prior to the termination of this offering will also be considered to be part of this prospectus and will automatically update and supersede previously filed information, including information contained in this document.
 
We incorporate by reference the documents listed below and any future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
 
 
·
Annual Report on Form 20-F for the year ended December 31, 2007, filed with the Commission on March 31, 2008 which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed;
 
 
·
The description of our securities contained in our Registration Statement on Form F-1, (File No. 333-122008) as amended, filed with the SEC on January 13, 2005 and any amendment or report filed for the purpose of updating that description; and
 
 
·
Our reports on Form 6-K filed with the Commission on May 1, 2008 and our report on Form 6-K/A filed with the Commission on October 17, 2008.
 
We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain Reports on Form 6-K that we furnish to the Commission after the date of this prospectus (if they state that they are incorporated by reference into this prospectus) until we file a post-effective amendment indicating that the offering of the securities made by this prospectus has been terminated. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement.
 
You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not, and any underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement as well as the information we previously filed with the Commission and incorporated by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates.
 

 
60
 


 
You may request a free copy of the above mentioned filing or any subsequent filing we incorporated by reference to this prospectus by writing or telephoning us at the following address:
 
 
DryShips Inc.
 
Attn: George Economou
 
80 Kifissias Avenue
 
Amaroussion GR 151 25
 
(011) (30) 210 80 90 570

Information Provided by the Company
 
We will furnish holders of our common stock with annual reports containing audited financial statements and a report by our independent registered public accounting firm. The audited financial statements will be prepared in accordance with U.S. generally accepted accounting principles. As a “foreign private issuer,” we are exempt from the rules under the Securities Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of the Nasdaq Global Market, those proxy statements do not conform to Schedule 14A of the proxy rules promulgated under the Securities Exchange Act. In addition, as a “foreign private issuer,” our officers and directors are exempt from the rules under the Securities Exchange Act relating to short swing profit reporting and liability.

 
61
 


PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 8. Indemnification of Directors and Officers.

 
(1)
The By-Laws of the Registrant provide that any person who is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another partnership, joint venture, trust or other enterprise shall be entitled to be indemnified by the Registrant upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the Business Corporation Act of the Republic of The Marshall Islands, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

  Section 60 of the Associations Law of the Republic of the Marshall Islands provides as follows:

 Indemnification of directors and officers.

 
(1)
Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the bests interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
 
 
(2)
Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in
 

 
II-1
 

 
which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
 
 
(3)
When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
 
 
(4)
Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.
 
 
(5)
Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
 
 
(6)
Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
 
 
(7)
Insurance. A corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.
 

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.


 
II-2
 


Item 9. Exhibits

Exhibits
Description of Exhibits
   
1.1
Sales Agreement*
1.2
Underwriting Agreement (for equity securities)**
1.3
Underwriting Agreement (for debt securities)**
3.1
Amended and Restated Articles of Incorporation of Dryships Inc.***
3.2
Amended and Restated By Laws of Dryships Inc.***
4.1
Specimen Common Stock Certificate****
4.2
Specimen Preferred Share Certificate**
4.3
Form of warrant agreement**
4.4
Form of purchase contract**
4.5
Form of unit agreement**
4.6
Form of debt securities indenture*****
5.1
Opinion of Seward & Kissel LLP, United States and Marshall Islands counsel to the Company
8.1
Opinion of Seward & Kissel LLP, with respect to certain tax matters
10.1
Share Purchase Agreement dated October 3, 2008, between Primelead Shareholders Inc. and Entreprenurial Spirit Holdings Inc., Advice Investments S.A., Magic Management Inc. and Deep Sea Investments Inc. relating to the acquisition of DrillShips Holdings Inc.
10.2
Contract for Construction and Sale of Newbuilding Hull 1837
10.3
Contract for Construction and Sale of Newbuilding Hull 1838
10.4
Contract for Construction and Sale of Newbuilding Hull 1865
10.5
Contract for Construction and Sale of Newbuilding Hull 1866
10.6
Deutsche Bank Loan Agreement dated July 18, 2008 (Drillship Skopelos Owners Inc.)
10.7
Deutsche Bank Loan Agreement dated July 18, 2008 (Drillship Kithira Owners Inc.)
11.1
Computation of ratio of earnings to fixed charges (included herein under the heading “Ratio of Earnings to Fixed Charges”)
21.1
Subsidiaries of the Company
23.1
Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2
Consent of Independent Registered Public Accounting Firm
23.3
Consent of Independent Registered Public Accounting Firm
24
Power of Attorney (contained in signature page)
25.1
T-1 Statement of Eligibility (senior indenture)**
25.2
T-1 Statement of Eligibility (subordinated indenture)**

*            Filed as an Exhibit to the report on Form 6-K of DryShips Inc. filed with the SEC on October 15, 2007 and incorporated by referenced into this registration statement.
 
**          To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement.
 
***        Filed as an Exhibit to the Registration Statement of DryShips Inc. on Form 8-A12B, Registration No. 001-33922 filed with the SEC on January 18, 2008 and incorporated by referenced into this registration statement.
 
****     Filed as an Exhibit to the Registration Statement of DryShips Inc. on Form F-1, Registration No. 333-122008 filed with the SEC on January 31, 2005 and incorporated by referenced into this registration statement.

*****   Filed as an Exhibit to the Registration Statement of DryShips Inc. on Form F-3, Registration No. 333-146540 filed with the SEC on October 5, 2007 and incorporated by referenced into this registration statement.

 
II-3
 


Item 10. Undertakings.
 
The undersigned registrant hereby undertakes:
 
 
(a)
Under Rule 415 of the Securities Act,

 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement, the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) under the Securities Act that is part of this Registration Statement;

 
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 
(4)
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.  Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.  Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 under the Securities Act of 1933 if such financial statements and information are contained in periodic reports filed

 
II-4
 

 
with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

 
(5)

 
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and

 
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of 314 securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 
(6)
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
 
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
 

 
II-5
 
 

 
 
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
(c)
not applicable

 
(d)
not applicable

 
(e)
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

 
(f)
– (i) Not applicable

 
(j)
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules an regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

      

 
II-6
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Athens, country of Greece on  October 17, 2008.

 
DRYSHIPS INC.
  
       
 
By:
 /s/ George Economou   
 
Name:
George Economou
  
 
Title:
Chairman, President, Chief Executive Officer and Interim Chief Financial Officer
  
     
     
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on October 17, 2008 in the capacities indicated.
 
Signature
Title
   
/s/ George Economou 
Director, Chairman, President, Chief Executive Officer and
George Economou
Interim Chief Financial Officer
 
(Principal Executive Officer and
 
Principal Financial Officer)
   
/s/ Chryssoula Kandylidis 
Director
Chryssoula Kandylidis
  
   
/s/ Angelos Papoulias 
Director
Angelos Papoulias
  
   
/s/ George Demathas 
Director
George Demathas
  
   
/s/ George Xiridakis 
Director
George Xiridakis
  
   

 
 

Authorized United States Representative

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the city of Newark, State of Delaware, on  October 17, 2008.

PUGLISI & ASSOCIATES
 
  /s/ Donald J. Puglisi   
 
By: Donald J. Puglisi
   


 
 
 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


HYDROGEN SHIPPING COMPANY LIMITED


/s/ Joseph Cefai   ________________________
Mare Services Limited
Sole Director of Hydrogen Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director

 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


OXYGEN SHIPPING COMPANY LIMITED


/s/ Joseph Cefai   ________________________
Mare Services Limited
Sole Director of Oxygen Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


ANNAPOLIS SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Annapolis Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director

 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


HELIUM SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Helium Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


BLUEBERRY SHIPPING COMPANY LIMITED


/s/ Joseph Cefai     ________________________
Mare Services Limited
Sole Director of Blueberry Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J Puglisi______________________ 
By: Donald J. Puglisi
Title: Managing Director

 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


SILICON SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Silicon Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


LANCAT SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Lancat Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


TOLAN SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Tolan Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


MALVINA SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Malvina Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


ARLETA NAVIGATION COMPANY LIMITED


/s/ Joseph Cefai_________________________
Mare Services Limited
Sole Director of Arleta Navigation Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director

 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


SELMA SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Selma Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


ROYERTON SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Royerton Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director

 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


SAMSARA SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Samsara Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi________________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


LANSAT SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Lansat Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


FARAT SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Farat Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


MADRAS SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Madras Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi________________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


IGUANA SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Iguana Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


BORSARI SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Borsari Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


ONIL SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Onil Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi________________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


ZATAC SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Zatac Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi________________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


FABIANA NAVIGATION COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Fabiana Navigation Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


FAGO SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Fago Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


FELICIA NAVIGATION COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Felicia Navigation Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director

 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


KARMEN SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Karmen Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


THELMA SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Thelma Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


CELINE SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Celine Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


SEAVENTURE SHIPPING LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Seaventure Shipping Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


TEMPO MARINE CO.


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Tempo Marine Co.
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


STAR RECORD OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Star Record Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


HUMAN OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Human Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


CLASSICAL OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Classical Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


MATERNAL OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Maternal Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


PATERNAL OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Paternal Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


ARGO OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Argo Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


REA OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Rea Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Publisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


GAIA OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Gaia Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


KRONOS OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Kronos Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


TROJAN MARITIME CO.


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Trojan Maritime Co.
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


ATLAS OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Atlas Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


DIONE OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Dione Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


PHOEBE OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Phoebe Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


URANUS OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Uranus Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on October 17, 2008.


PLATAN SHIPPING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Platan Shipping Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


SELENE OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Selene Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


TETHYS OWNING COMPANY LIMITED


/s/ Joseph Cefai_______________________
Mare Services Limited
Sole Director of Tethys Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


IOLI OWNING COMPANY LIMITED


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Ioli Owning Company Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


PRIMELEAD SHAREHOLDERS INC.


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Primelead Shareholders Inc.
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director



 
 
 

 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


ROSCOE MARINE LTD.


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Roscoe Marine Ltd.
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director

 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


MONTEAGLE SHIPPING S.A.


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Monteagle Shipping S.A.
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director

 
 
 

 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Majuro, Country of Marshall Islands, on October 17, 2008.


WEALTH MANAGEMENT INC.


/s/ Joseph Cefai__________________________
Mare Services Limited
Sole Director of Wealth Management Inc.
By: Mr. Joseph Cefai, Director of Mare Services Limited

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George Economou, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date

/s/ Joseph Cefai
  
Sole Director
  
October 17, 2008
Mare Services Limited
By: Mr. Joseph Cefai, Director of Mare Services Limited
        


AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on October 17, 2008.

PUGLISI & ASSOCIATES


/s/ Donald J. Puglisi_______________________
By: Donald J. Puglisi
Title: Managing Director




 
 
 


 

Exhibits
Description of Exhibits
   
1.1
Sales Agreement*
1.2
Underwriting Agreement (for equity securities)**
1.3
Underwriting Agreement (for debt securities)**
3.1
Amended and Restated Articles of Incorporation of Dryships Inc.***
3.2
Amended and Restated By Laws of Dryships Inc.***
4.1
Specimen Common Stock Certificate****
4.2
Specimen Preferred Share Certificate**
4.3
Form of warrant agreement**
4.4
Form of purchase contract**
4.5
Form of unit agreement**
4.6
Form of debt securities indenture*****
5.1
Opinion of Seward & Kissel LLP, United States and Marshall Islands counsel to the Company
8.1
Opinion of Seward & Kissel LLP, with respect to certain tax matters
10.1
Share Purchase Agreement dated October 3, 2008, between Primelead Shareholders Inc. and Entreprenurial Spirit Holdings Inc., Advice Investments S.A., Magic Management Inc. and Deep Sea Investments Inc. relating to the acquisition of DrillShips Holdings Inc.
10.2
Contract for Construction and Sale of Newbuilding Hull 1837
10.3
Contract for Construction and Sale of Newbuilding Hull 1838
10.4
Contract for Construction and Sale of Newbuilding Hull 1865
10.5
Contract for Construction and Sale of Newbuilding Hull 1866
10.6
Deutsche Bank Loan Agreement dated July 18, 2008 (Drillship Skopelos Owners Inc.)
10.7
Deutsche Bank Loan Agreement dated July 18, 2008 (Drillship Kithira Owners Inc.)
11.1
Computation of ratio of earnings to fixed charges (included herein under the heading “Ratio of Earnings to Fixed Charges”)
21.1
Subsidiaries of the Company
23.1
Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2
Consent of Independent Registered Public Accounting Firm
23.3
Consent of Independent Registered Public Accounting Firm
24
Power of Attorney (contained in signature page)
25.1
T-1 Statement of Eligibility (senior indenture)**
25.2
T-1 Statement of Eligibility (subordinated indenture)**

*            Filed as an Exhibit to the report on Form 6-K of DryShips Inc. filed with the SEC on October 15, 2007 and incorporated by referenced into this registration statement.
 
**          To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement.
 
***        Filed as an Exhibit to the Registration Statement of DryShips Inc. on Form 8-A12B, Registration No. 001-33922 filed with the SEC on January 18, 2008 and incorporated by referenced into this registration statement.
 
****      Filed as an Exhibit to the Registration Statement of DryShips Inc. on Form F-1, Registration No. 333-122008 filed with the SEC on January 31, 2005 and incorporated by referenced into this registration statement.

*****   Filed as an Exhibit to the Registration Statement of DryShips Inc. on Form F-3, Registration No. 333-146540 filed with the SEC on October 5, 2007 and incorporated by referenced into this registration statement.
 
 
 
 
SK 23113 0002 927958 v2

 

 
 EX-5.1 2 d928956_ex5-1.htm d928956_ex5-1.htm



 
Exhibit 5.1
 
[Seward & Kissel LLP Letterhead]


October 17, 2008

DryShips Inc.
80 Kifissias Avenue
Amaroussion 15125
Athens, Greece

 
Re:
DryShips Inc.
 
Ladies and Gentlemen:
 
We have acted as counsel to DryShips Inc. (the “Company”) and each of the Company’s subsidiaries listed on Schedule I hereto (collectively the “Additional Registrants”) in connection with the Company’s filing of a Post-Effective Amendment No. 1 to Form F-3ASR with the U.S. Securities and Exchange Commission (the “Commission”) on October  17, 2008 (the “Post-Effective Amendment”) to the Company’s Registration Statement on Form F-3ASR filed with the Commission on October 5, 2007 (as amended and as may be further amended from time to time, the “Registration Statement”) and the prospectus included therein (as amended and as may be further amended from time to time, the “Prospectus”), with respect to the public offering from time to time of securities of the Company which may include common shares, preferred share purchase rights, preferred shares, debt securities, warrants, purchase contracts and units (collectively the “Securities”).  The Registration Statement is an automatic effective shelf registration statement as defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities Act.")

We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Prospectus; (iii) the form of indenture included as an exhibit to the Registration Statement, (iv) the stockholders rights agreement of the Company dated January 18, 2008 (the “Stockholders Rights Agreement”); and (v) such corporate documents and records of the Company and each Additional Registrant and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed.  In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents.  As to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company, the Additional Registrants and others.
 
We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with any offering of any Securities will be duly authorized, executed and delivered by each of the parties thereto other than the Company and the Additional Registrants, and (ii) the terms of any offering of any Securities will comply in all respects with the terms, conditions and restrictions described in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith.
 
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that under the laws of the Republic of the Marshall Islands:
 
1. Under the laws of the Republic of the Marshall Islands, the Securities have been duly authorized, and when the Securities are issued, sold and paid for as contemplated in the Prospectus (and, with respect to the preferred share purchase rights, in accordance with the terms of the Stockholders Rights Agreement), will be validly issued.

2. The common shares, preferred share purchase rights, preferred shares and units, when issued, sold and paid for as contemplated in the Prospectus (and, with respect to the preferred share purchase rights, in accordance with the terms of the Stockholders Rights Agreement), will be fully paid and non-assessable.

 
 
 
DryShips Inc.
October 17, 2008
Page 2



3. The debt securities issued pursuant to an indenture substantially in the form examined by us, guarantees, warrants and purchase contracts, upon due execution and delivery as contemplated in the Prospectus, will be valid and legally binding obligations of the Company.

Under the laws of the State of New York, the preferred share purchase rights constitute binding obligations of the Company in accordance with the terms of the Stockholders Rights Agreement.
 
This opinion is limited to the law of the State of New York and the Federal law of the United States of America and the laws of the Republic of the Marshall Islands as in effect on the date hereof.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the headings “Legal Matters” in the Prospectus, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.
 

Very truly yours,
 
/s/ Seward & Kissel LLP
 







SK 23113 0002 928956



 
 
 



Schedule I

Name of Subsidiary
Country of Incorporation
Hydrogen Shipping Company Limited
Malta
Oxygen Shipping Company Limited
Malta
Annapolis Shipping Company Limited
Malta
Helium Shipping Company Limited
Malta
Blueberry Shipping Company Limited
Malta
Silicon Shipping Company Limited
Malta
Lancat Shipping Company Limited
Malta
Tolan Shipping Company Limited
Malta
Malvina Shipping Company Limited
Malta
Arleta Navigation Company Limited
Malta
Selma Shipping Company Limited
Malta
Royerton Shipping Company Limited
Malta
Samsara Shipping Company Limited
Malta
Lansat Shipping Company Limited
Malta
Farat Shipping Company Limited
Malta
Madras Shipping Company Limited
Malta
Iguana Shipping Company Limited
Malta
Borsari Shipping Company Limited
Malta
Onil Shipping Company Limited
Malta
Zatac Shipping Company Limited
Malta
Fabiana Navigation Company Limited
Malta
Fago Shipping Company Limited
Malta
Felicia Navigation Company Limited
Malta
Karmen Shipping Company Limited
Malta
Thelma Shipping Company Limited
Malta
Celine Shipping Company Limited
Malta
Seaventure Shipping Limited
Marshall Islands
Tempo Marine Co.
Marshall Islands
Star Record Owning Company Limited
Marshall Islands
Human Owning Company Limited
Marshall Islands
Classical Owning Company Limited
Marshall Islands
Maternal Owning Company Limited
Marshall Islands
Paternal Owning Company Limited
Marshall Islands
Argo Owning Company Limited
Marshall Islands
Rea Owning Company Limited
Marshall Islands
Gaia Owning Company Limited
Marshall Islands
Kronos Owning Company Limited
Marshall Islands
Trojan Maritime Co.
Marshall Islands
Atlas Owning Company Limited
Marshall Islands
Dione Owning Company Limited
Marshall Islands
Phoebe Owning Company Limited
Marshall Islands
Uranus  Owning Company Limited
Marshall Islands
Platan Shipping Company Limited
Malta
Selene Owning Company Limited
Marshall Islands
Tethys Owning Company Limited
Marshall Islands
Ioli Owning Company Limited
Marshall Islands
 
Roscoe Marine Ltd.
Marshall Islands
Monteagle Shipping S.A.
Marshall Islands
Wealth Management Inc.
Marshall Islands
Primelead Shareholders Inc.
Marshall Islands



 




 EX-8.1 3 d929017_ex8-1.htm d929017_ex8-1.htm


Exhibit 8.1

[Seward & Kissel LLP Letterhead]

 
  October 17, 2008
 
 
DryShips Inc.
80 Kifissias Avenue
Amaroussion 15125
Athens, Greece
 
 
                       Re:          DryShips Inc.
 
 Ladies and Gentlemen:
 
You have requested our opinion regarding certain United States federal income tax matters tax matters relating to DryShips Inc. (the “Company”) and the holders of shares of the Company’s common stock.
 
In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Post-Effective Amendment No. 1 to Form F-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) on October      , 2008 (the “Post-Effective Amendment”) to the Company’s Registration Statement on Form F-3 filed with the Commission on October 5, 2007 (as amended by the Post-Effective Amendment and as may be further amended from time to time, the “Registration Statement”) and the prospectus included therein (as amended by the Post-Effective Amendment and as may be further amended from time to time, the “Prospectus”).  We also have obtained such additional information as we have deemed relevant and necessary from representatives of the Company.
 
Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.
 
Based on the facts as set forth in the Post-Effective Amendment and, in particular, on the representations, covenants, assumptions, conditions and qualifications described under the captions “Risk Factors” and “Taxation  Taxation of our Drilling Operations  United States Federal Income Tax Considerations” therein, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters are those opinions attributed to Seward & Kissel LLP expressed in the Post-Effective Amendment under the captions “Risk Factors” and “Taxation  Taxation of our Drilling Operations  United States Federal Income Tax Considerations” accurately state our views as to the tax matters discussed therein.
 
Our opinions and the tax discussion as set forth in the Post-Effective Amendment are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect.  No opinion is expressed on any matters other than those specifically referred to above by reference to the Post-Effective Amendment.

We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment, and to each reference to us and the discussions of advice provided by us under the headings “Taxation—Taxation of Our Drilling Operations—United States Federal Income Tax Considerations” and “Legal Matters” in the Prospectus, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Post-Effective Amendment.

Very truly yours,

/s/ Seward & Kissel LLP



 EX-10.1 4 d927958_ex10-1.htm d927958_ex10-1.htm
EXHIBIT 10.1
 
SHARE PURCHASE AGREEMENT

This Share Purchase Agreement ("Agreement"), dated as of October 3, 2008, is made by and among PRIMELEAD SHAREHOLDERS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Buyer"), and ENTREPRENEURIAL SPIRIT HOLDINGS INC., a corporation organized under the laws of Liberia, ADVICE INVESTMENTS S.A., a corporation organized under the laws of Liberia, MAGIC MANAGEMENT INC., a corporation organized under the laws of Liberia and DEEP SEA INVESTMENTS INC., a corporation organized under the laws of the Republic of the Marshall Islands (collectively, the "Sellers").

RECITALS

WHEREAS, the Sellers together own all of the issued and outstanding common shares of DRILLSHIPS HOLDINGS INC., a corporation organized under the laws of the Republic of the Marshall Islands ("DrillShips Holdings"), which, in turn, is the direct owner of all of the issued and outstanding common shares of Hydra Shareholders Inc., a corporation organized under the laws of the Republic of the Marshall Islands ("Hydra Shareholders") and Paros Shareholders Inc., a corporation organized under the laws of the Republic of the Marshall Islands ("Paros Shareholders"), which, in turn, is the direct owner of all of the issued and outstanding common shares of Drillship Hydra Owners Inc., a corporation organized under the laws of the Republic of the Marshall Islands ("Hydra Owners") and Drillship Paros Owners Inc., a corporation organized under the laws of the Republic of the Marshall Islands ("Paros Owners");

WHEREAS, DrillShips Holdings, through Hydra Owners and Paros Owners, has contracted two newbuilding ultra-deep water drillships identified as DrillShips 1837 and 1838 with Samsung heavy Industries Co., Ltd.;

WHEREAS, the Buyer is a wholly owned subsidiary of DryShips Inc. ("DRYS"), a corporation organized under the laws of the Republic of the Marshall Islands and the shares of which are listed on the Nasdaq Global Market;

WHEREAS, the Buyer, through a wholly-owned subsidiary, owns all of the issued and outstanding common shares of OCEAN RIG ASA ("Ocean Rig"), a corporation organized under the laws of Norway which, in turn, owns, through two subsidiaries, two existing ultra-deep water drilling rigs, the Leiv Eiriksson and the Eirik Raude;

WHEREAS, prior to the Closing Date (as defined in Section 2.2 below), the Buyer shall have purchased all of the issued and outstanding shares of the respective owning companies (collectively, the "DRYS Owners") of two additional newbuilding ultra-deep water drillships, identified as Hull 1865 and Hull 1866 being constructed by Samsung Heavy Industries Co., Ltd.;

WHEREAS, the Sellers wish to sell and the Buyer wishes to buy all of the issued and outstanding common shares of DrillShips Holdings (the "Shares") on the terms and conditions contained herein;

 
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NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements stated herein, the parties agree as follows:

ARTICLE I
 
DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in (a) the preamble, (b) the recitals, (c) this Article I or (d) elsewhere in this Agreement, as the case may be:

Claim means any claim, demand, assessment, judgment, order, decree, action, cause of action, litigation, suit, investigation or other Proceeding.

Companies means DrillShips Holdings, Hydra Shareholders, Paros Shareholders, Hydra Owners and Paros Owners.

Constitutional Documents means all constituent documents of the Sellers and each of the Companies, including their respective Articles of Incorporation and By-Laws.

Contract means any loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, purchase order or other agreement, commitment, instrument, permit, concession, franchise or license, written or oral.

Corporate Records means (a) the Constitutional Documents of the Companies; and (b) all minutes of meetings and resolutions of stockholders and directors of the Companies.

Governmental Body means any (a) nation, state, country, city, town, village, district, or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign, or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), (d) multinational governmental organization or body, or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

Laws means all statutes, treaties, codes, ordinances, decrees, rules, regulations, municipal bylaws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, certificates, codes, licenses, permits, approvals, guidelines, voluntary restraints, inspection reports, or any provisions of such laws, including general principles of common law and equity and the requirements of all Governmental Bodies, binding or affecting the Person referred to in the context in which such word is used; and "Law" means any one of them.

Lender Consent means, with respect to the sale of the Shares, the written consent of DVB BANK AG, as the representative of the syndicate of lenders to the Sellers, the receipt of which shall be a condition precedent to the transactions contemplated herein.

 
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Lien means (whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise): (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof; or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors, and which under applicable law has the foregoing effect, including any adverse Claim.

Newbuilding Contracts means the (i) Contract for the Construction and Sale of Hull 1837 by and between Hydra Owners and Samsung Heavy Industries Co., Ltd. and (ii) the Contract for the Construction and Sale of Hull 1838 by and between Paros Owners and Samsung Heavy Industries Co., Ltd., each dated September 17, 2007.

Orders means judgments, writs, decrees, compliance agreements, injunctions, rules, awards, settlement agreements or orders of any Governmental Body or arbitrator.

Person means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other entity.

Proceeding means an action, suit, litigation, claim, investigation, legal, administrative or arbitration proceeding.

ARTICLE II

PURCHASE OF SHARES; CLOSING

Section 2.1 Purchase of Shares. Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, the Sellers, jointly and severally, agree to sell, transfer, convey, assign and deliver to the Buyer, and the Buyer agrees to acquire and buy from the Sellers, the Shares, free and clear of all liens, except as disclosed pursuant to Section 3.7 below.

Section 2.2 Closing. The closing of the transactions contemplated hereby (the "Closing") shall take place on a date to be mutually agreed among the parties which shall be promptly following the receipt of the Lender Consent, in the premises of Deverakis Law Office, Omega Building, 80 Kifisias Avenue, Marousi, Athens, Greece, or at such other place upon which the Buyer and the Sellers shall agree. The date on which the Closing is to be held is referred to in this Agreement as the "Closing Date."

Section 2.3 Purchase Price. The aggregate purchase price for the Shares that shall be paid to the Sellers on the Closing Date shall be such number of shares of common stock of the Buyer as represents the fair market value of Drillships 1837 and 1838, after taking into account the debt of the Companies being assumed by the Buyer, and subject to adjustment as provided in Section 2.4 and Section 2.5 below, in an amount equal to twenty-five percent (25%) of all the issued and outstanding shares of the Buyer on the Closing Date, such number of shares being referred to herein as the Purchase Price.

 
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Section 2.4 Capital Structure Purchase Price Adjustment. The number of shares of the Buyer being issued to the Sellers as the Purchase Price is predicated on the capital structure of the Buyer, on a pro forma basis, including the relative equity contributions of Ocean Rig, on the one hand, the DRYS Owners, and of the Companies, on the other, to the capitalization of the Buyer on a consolidated pro forma basis, all as set forth in Schedule 2.4 hereto (the "Pro Forma Balance Sheet") with such updates and adjustments as shall be necessary to reflect subsequent events up to and through the Closing Date. Should the relative equity contributions of Ocean Rig, the DRYS Owners and the Sellers to the total shareholder's equity of the Buyer change between the signing of this Agreement and the Closing, then the percentage of the shares of the Buyer that shall be issued to Sellers as the Purchase Price shall be adjusted, upward or downward, as the case may be, to reflect such change.

Section 2.5 Unknown Liabilities Readjustment. If, commencing on the date hereof and terminating twelve (12) months from the Closing Date, the Buyer and/or any of its subsidiaries shall be subject to any liability that is not reflected in the Pro Forma Balance Sheet set forth on Schedule 2.4 or not reserved for in the financial statements of Ocean Rig for any reason other than due to the Buyer's purchase of the Shares or otherwise through no fault of the Sellers, the percentage of shares to be allocated to the Sellers shall be adjusted accordingly, by way of issuing additional common shares of the Buyer; provided that in the event (i) the additional common shares are issued subsequent to the Closing Date, and (ii) during the period since the Closing Date, the Buyer has paid any dividends on its common shares, the Sellers shall also be entitled to receive an amount in cash equal to such dividends promptly following any such adjustment of the Purchase Price as provided for herein.

Such adjustment shall be made by reducing the equity allocated to DRYS on account of the equity contribution of OCEAN RIG.

For example:

The initial equity allocation of the Buyer is as follows:

X = equity attributed to DRYS on account of Ocean Rig + the DRYS Owners

Y = equity attributed to the Sellers on account of DrillShips Holdings and its subsidiaries which indirectly or directly owns DrillShips 1837 and 1838

A = The amount of the additional Ocean Rig tax liability

If Ocean Rig becomes liable during the applicable period for additional taxes in an amount equal to A, then the revised equity allocation shall be as follows:

X' = X - A (The reduced equity to be attributed to the Buyer (Ocean Rig + the DRYS Owners) on account of the Ocean Rig tax liability)

Y' = Y + A (The increased equity to be attributed to Seller)

The revised percentage Seller will receive of shares of the Buyers shall be:

 
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Sellers Percentage = Y + A / X + Y


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers, jointly and not severally, hereby represent and warrant to the Buyer on the date hereof and as of the Closing Date as follows:

Section 3.1 Organization of the Sellers.  (a) Each of the Sellers is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 3.2 Organization of the Companies.  (a) Each of the Companies is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.  (b) The Sellers have heretofore delivered to the Buyer complete and correct copies of the Constitutional Documents of the Companies as currently in effect and the other Corporate Records. The Corporate Records are accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable Laws and in compliance with the Constitutional Documents. None of the Companies is in default under or in violation of its Constitutional Documents.

Section 3.3 Authority of the Sellers.  (a) Each of the Sellers has full legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action taken on the part of the Sellers and no other corporate proceedings on the part of the Sellers is necessary to authorize this Agreement or to consummate the transactions contemplated hereby; and (c) that this Agreement has been duly and validly executed and delivered by the Sellers and constitutes a valid and binding obligation of each of the Sellers, enforceable against it in accordance with its terms.

Section 3.4 Consents and Approvals; No Violation, With Respect to the Sellers. Neither the execution and delivery of this Agreement by the Sellers nor the consummation of the transactions contemplated by this Agreement will (a) conflict with or result in any breach of any provision of Constitutional Documents of the Sellers; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body other than those that have been made or obtained; (c) except for the requirement to obtain the Lender Consent, result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit) under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Sellers or any of their assets may be bound, except in such cases where the requisite waivers or consents have been obtained; (d) result in the creation of any Lien upon any of the properties or assets of the Sellers under the terms, conditions or provisions of any Contract, instrument or other obligation to which the

 
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Sellers or any of their assets may be bound or affected; or (e) violate any Law or Order applicable to the Sellers or their assets.

Section 3.5 Consents and Approvals; No Violation, With Respect to the Companies. Neither the execution and delivery of this Agreement by the Sellers nor the consummation of the transactions contemplated by this Agreement will (a) conflict with or result in any breach of any provision of the Constitutional Documents of the Companies; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body other than those that have been made or obtained; (c) except for the requirement to obtain the Lender Consent, result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of a material benefit) under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Companies or any of their assets may be bound, except in such cases where the requisite waivers or consents have been obtained; (d) result in the creation of any Lien upon any of the properties or assets of the Companies under the terms, conditions or provisions of any Contract, instrument or other obligation to which the Companies or any of their assets may be bound or affected; or (e) violate any Law or Order applicable to the Companies or their assets.

Section 3.6 Capitalization. (a) Schedule 3.6 sets forth the amount of authorized capital stock and the amount of the issued and outstanding shares of capital stock of the Companies. The Shares constitute all of the issued and outstanding common shares of DrillShips Holdings; all such common shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally and beneficially by the Sellers, as set forth on Schedule 3.6. Other than this Agreement, there is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange under any outstanding security or other instruments) by the Sellers of the Shares, and there is no obligation on the part of the Sellers to grant, extend or enter into any of the foregoing.

(b) DrillShips Holdings is the legal and beneficial owner of all of the issued and outstanding shares of Hydra Shareholders and Paros Shareholders; all such common shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally and beneficially by DrillShips Holdings, as set forth on Schedule 3.6.   There is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting,  issuance,  sale,  delivery or transfer (including any right of conversion or exchange under any outstanding security or other instruments) by DrillShips Holdings of the shares of its subsidiaries, Hydra Shareholders and Paros Shareholders, and there is no obligation on the part of DrillShips Holdings to grant, extend or enter into any of the foregoing. DrillShips Holdings does not, directly or indirectly, own any capital stock of or other equity interest in any Person other than as set forth on Schedule 3.6.

(c) Hydra Shareholders is the legal and beneficial owner of all the issued and outstanding shares of Hydra Owners; all such common shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally and beneficially by Hydra Shareholders, as set forth on Schedule 3.6.  There is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange under any outstanding

 
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security or other instruments) by Hydra Shareholders of the shares of its subsidiary, DrillShip Hydra Owners and there is no obligation on the part of Hydra Shareholders to grant, extend or enter into any of the foregoing. Hydra Shareholders does not, directly or indirectly, own any capital stock of or other equity interest in any Person other than as set forth on Schedule 3.6.

(d) Paros Shareholders is the legal and beneficial owner of all the issued and outstanding shares of Paros Owners; all such common shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally and beneficially by Paros Shareholders, as set forth on Schedule 3.6. There is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange under any outstanding security or other instruments) by Paros Shareholders of the shares of its subsidiary, DrillShip Paros Owners Inc., and there is no obligation on the part of Paros Shareholders to grant, extend or enter into any of the foregoing. Paros Shareholders does not, directly or indirectly, own any capital stock of or other equity interest in any Person other than as set forth on Schedule 3.6.

Section 3.7 Ownership of Purchased Shares. The Sellers own and hold the Shares free and clear of all Liens or other limitations affecting the Sellers' ability to vote such shares or to transfer such shares to the Buyer, except as disclosed on Schedule 3.7 hereto. At the Closing, the Sellers will transfer, assign and transmit good and marketable title to and deliver the Shares to Buyer, free and clear of all Liens, except as disclosed in Schedule 3.7.

Section 3.8 Ownership of the Shares of the Companies. (a) DrillShips Holdings owns and holds the shares of Hydra Shareholders and Paros Shareholders free and clear of all Liens or other limitations affecting DrillShips Holdings' ability to vote such shares or to transfer such shares, except as disclosed on Schedule 3.7 hereto.

(b) Hydra Shareholders owns and holds the shares of Hydra Owners free and clear of all Liens or other limitations affecting Hydra Shareholder's ability to vote such shares or to transfer such shares, except as disclosed on Schedule 3.7 hereto.

(c) Paros Shareholders owns and holds the shares of Paros Owners free and clear of all Liens or other limitations affecting Paros Shareholder's ability to vote such shares or to transfer such shares, except as disclosed on Schedule 3.7 hereto.

Section 3.9 Pro Forma Balance Sheet. Set forth in Schedule 2.4 is a true and correct copy of the pro forma consolidated balance sheet of the Buyer which gives effect to the transactions contemplated hereby and is adjusted for the equity contributions attributable to Ocean Rig and the DRYS Owners and such Pro Forma Balance Sheet is accurate and complete.

Section 3.10 Liabilities. Except as set forth on Schedule 3.10, none of the Companies has any Liabilities, including any tax liability, which are not fully reflected or noted in the Pro Forma Balance Sheet, as updated and adjusted for subsequent events up to and through the Closing Date, except those which have been incurred in the ordinary course of business since the date thereof.

Section 3.11 Contracts.  (a) All Contracts to which the Companies, or any of them, is a party or bound by, is set forth on Schedule 3.11 and there is not, under any Contract,

 
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any default or event which, with notice or lapse of time, or both, would constitute a material default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained, and all such Contracts are in full force and effect, constitute the legal and binding obligations of the respective parties thereto, and have not been modified or amended, except as set forth on Schedule 3.11, and true and correct copies of such Contracts or are appended thereto. All Contracts to which the Companies, or any of them, will become a party, or will be bound by, are also set forth on Schedule 3.11 and drafts of such Contracts are appended thereto.

(b) All amounts due under the Newbuilding Contracts and any related supervision or other ancillary agreements have been paid.

(c) To the best knowledge of the Sellers, no counterparty to any Contract to which the Companies, or any of them, is a party is in default under any such Contract.

Section 3.12 No Other Business. None of the Companies has conducted any business other than (i) the ownerships of its subsidiaries as set forth on Schedule 3.6; (ii) the purchase by Drill Ships Holdings, through Hydra Owners, of Hull 1837; and (iii) the purchase by DrillShips Holdings, through Paros Owners, of Hull 1838.

Section 3.13 Proceedings With Respect to the Sellers. There is no Claim or Proceeding which is pending, or to the knowledge of the Sellers, there is no Claim or Proceeding threatened in writing, against or relating to the Sellers, or any of them, before any Governmental Body and none of the Sellers is subject to or bound by any outstanding Order.

Section 3.14 Proceedings With Respect to the Companies. There is no Claim or Proceeding which is pending, or to the knowledge of the Sellers, there is no Claim or Proceeding threatened in writing, against or relating to the Companies, or any of them, before any Governmental Body and none of the Companies is subject to or bound by any outstanding Order.

Section 3.15 No Unlawful Payments. None of the Companies, nor any director, shareholder, officer, agent, employee or other person associated with or acting on behalf of the Companies, has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or (iii) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any supplier, customer, licensor, contractor, politician, government employee or other Person.

Section 3.16 Bank Accounts. Schedule 3.16 sets forth a complete and accurate list of all bank accounts, savings deposits, money-market accounts, certificates of deposit, safety deposit boxes, and similar investment accounts with banks or other financial institutions maintained by or on behalf of the Companies showing the depository bank or institution address, appropriate bank contact personnel, account number and names of signatories.

Section 3.17 Full Disclosure. No representation or warranty by the Sellers in this Agreement and no statement contained in any document or other writing furnished or to be furnished to the Buyer pursuant to the provisions hereof, when considered with all other such

 
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documents or writings, contain or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the statements made herein or therein not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Sellers as of the date hereof and as of the Closing Date as follows:

Section 4.1 Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Republic the Marshall Islands and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 4.2 Authority. Buyer represents and warrants (a) that it has the full legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action taken on the part of the Buyer and no other corporate proceedings on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated hereby; and (c) this Agreement has been duly and validly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.

Section 4.3 Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Buyer, nor the consummation of the transactions contemplated by this Agreement, nor the performance by Buyer of its obligations under this Agreement will (a) conflict with or result in any breach of any provision of the corporate organizational documents of the Buyer; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body other than those which have been made or obtained; or (c) result in a default (or give rise to any right of termination, cancellation, consent or acceleration) under any of the terms, conditions or provisions of any Contract to which Buyer is a party or by which its assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; or (d) violate any Order or Law applicable to Buyer or any of its assets.

Section 4.4 Validity. There is no investigation, claim, proceeding or litigation of any type pending or, threatened to which Buyer is a party that (i) relates, or may relate, to the validity or enforceability of any of the Buyer's obligations under this Agreement or (ii) seeks (or reasonably might be expected to seek) (A) to prevent or delay the consummation by the Buyer of the transactions contemplated by this Agreement or (B) damages in connection with any such consummation.

 
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Section 4.5  Accuracy of Information. All of the information provided by the Buyer for inclusion in Schedule 2.4 related to the capitalization of the Buyer is accurate and complete.

Section 4.6   Primelead Shares. The shares of Buyer common stock that shall be issued to the Sellers as the Purchase Price shall be issued free and clear of all Liens.
 
ARTICLE V
 
COVENANTS

Section 5.1 Lender Consent. The Sellers shall use their best efforts to obtain the Lender Consent in respect of the transactions contemplated herein on or before December 31, 2009, or such later date the parties hereto shall agree in writing.

Section 5.2 Conduct of Business Pending Closing. Buyer and Sellers agree that between the date of the execution of this Agreement and the Closing Date, (i) the Sellers shall conduct the business and maintain and preserve the assets of Sellers in the ordinary course of business, and without limiting the foregoing, the Sellers covenant to cause the Companies to make timely payments of all amounts due under the Contracts to which the Companies, or any of them, is a party except that the Sellers may receive distributions of excess cash from the Companies; (ii) the Buyer and the Sellers shall use their reasonable efforts to cause all of the representations and warranties in Article III hereof to continue to be true and correct; and (iii) none of the Companies shall incur any further debt (other than amounts drawndown under the loan agreement with DVB Bank AG specified in Schedule 3.7) without the Buyers prior written approval.

Section 5.3 Further Assurances. Subject to the prior written consent of DVB Bank AG, the Sellers shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to the Buyer such assignments or other instruments of transfer, assignment and conveyance, in form and substance reasonably satisfactory to Buyer, as shall be necessary to vest in Buyer all of the right, title and interest in and to the Shares undertaken to be sold to Buyer by the Sellers pursuant to this Agreement, free and clear of all Liens, debts, dues and duties of whatsoever nature (save as noted in Section 3.7 hereinabove), and any other document reasonably requested by the Buyer in connection with this Agreement.

Section 5.4 Governmental Filings. As promptly as practicable after the execution of this Agreement, each party shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under applicable law, if any.

Section 5.5 Further Consents. After the Closing Date, the Sellers shall obtain any consents or approvals or assist in any filings reasonably required in connection with the transactions contemplated hereby that are requested by Buyer and that have not been previously obtained or made.

Section 5.6 Public Announcements. Neither the Buyer on the one hand, nor the Sellers on the other hand, shall, without the prior approval of the other party, issue, or

 
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permit any of its partners, stockholders, directors, officers, employees, members, managers, agents to issue, any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby, except as may be required by Law or any Governmental Body to which the relevant party is accountable.
 
ARTICLE VI
 
INDEMNIFICATION

Section 6.1 Sellers' Indemnity Obligations. The Sellers agree to indemnify the Buyer against, and hold the Buyer harmless from and against, any amounts that arise from, are based on or relate or otherwise are attributable to (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of the Sellers in this Agreement, (b) any violation or breach by the Sellers of or default by the Sellers under the terms of this Agreement. Buyer shall be entitled to recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of its rights under this Section 6.1.

Section 6.2 Buyer's Indemnity Obligations. Buyer shall indemnify Seller against, and hold the Sellers harmless from and against, any and all amounts that arise from, are based on or relate or otherwise are attributable to (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of the Buyer in this Agreement, (b) any violation or breach by the Buyer of or default by Buyer under the terms of this Agreement.  The Sellers shall be entitled to recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of their rights under this Section 6.2.

Section 6.3 Survival of Indemnity Obligation. The rights and duties contained in this Article VI shall survive the Closing.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.1 Conditions to Obligations of Buyer. The obligations of the Buyer to consummate the transactions contemplated herein are subject, at the option of the Buyer, to satisfaction of the following conditions:

(a)           Compliance.    On or prior to the Closing Date, the Sellers shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article III hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

(b)           Orders, Etc. No action, suit or proceeding shall have been commenced or shall be pending or threatened, and no statute, rule, regulation or order shall have been enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement,

 
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by any Governmental Body or court that reasonably may be expected to prohibit consummation of the transactions contemplated by this Agreement.

(c)           Prior Acquisitions. The Buyer shall have completed the lawful acquisition of the DRYS Owners.

(d)           Consents.   All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall  have been obtained unless otherwise agreed, including the Lender Consent.

Section 7.2 Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated herein are subject, at the option of the Sellers, to satisfaction of the following conditions:

(a)           Compliance.      Buyer   shall   have   complied   with   its   covenants   and agreements contained herein, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

(b)           Orders, Etc. No action, suit or proceeding shall have been commenced or shall be pending or threatened, and no statute, rule, regulation or order shall have been enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement, by any Governmental Body or court that reasonably may be expected to prohibit consummation of the transactions contemplated by this Agreement.

(c)           Consents.  All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained.

ARTICLE VIII
 
TERMINATION

Section 8.1 Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)           By the mutual written agreement of Buyer and the Sellers;

(b)           By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer;

(c)           By the Sellers if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller;

(d)          By either party by written notice thereof to the other, if the Closing contemplated hereby shall not have been consummated on or before December 31, 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or

 
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(e)          By Buyer or the Sellers if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or awarding substantial damages in connection with, or imposing a material adverse condition upon, the consummation of this Agreement or the transactions contemplated hereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.

ARTICLE IX

GENERAL PROVISIONS

Section 9.1 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be modified, amended or terminated except by a written instrument specifically referring to this Agreement signed by all the parties hereto.

Section 9.2 Waivers and Consents. All waivers and consents given hereunder shall be in writing. No waiver by any party hereto of any breach or anticipated breach of any provision hereof by any other party shall be deemed a waiver of any other contemporaneous, preceding or succeeding breach or anticipated breach, whether or not similar. Except as provided in this Agreement, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement.

Section 9.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been received only if and when (a) personally delivered, (b) on the fifth day after mailing, by mail, first class, postage prepaid or by certified mail return receipt requested, addressed in each case as follows (or to such other address as may be specified by like notice), (c) at the time receipt is acknowledged when delivered by private mail or courier service or (d) received by facsimile at the phone number listed below:

(a)
If to Buyer to:

c/o DryShips Inc.
Omega Building
80 Kifisias Avenue
Marousi, Athens, Greece
Attn: George Economou
Telefax: +30 210 8090505

(b)
If to the Sellers to:

 
13
 

c/o CARDIFF MARINE INC.
Omega Building
80 Kifisias Avenue
Marousi, Athens, Greece
Attn: Mr. A. loannidis, G.M.
Fax: +30 210 8090205

Section 9.4 Assignments, Successors and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties.

Section 9.5 Choice of Law; Resolution of Disputes. This Agreement shall be governed by and construed under the laws of the State of New York without regard to choice of law principles. All disputes, differences, controversies or claims arising out of or in connection with this Agreement shall be arbitrated in New York in the following manner. One arbitrator is to be appointed by each of the parties hereto and the two appointed arbitrators shall appoint a third arbitrator. Their decision or that of any two of them shall be final. The arbitrators shall be commercial persons, conversant with shipping matters. Such arbitration is to be conducted in accordance with the rules and on the terms current at the time when the arbitration proceedings are commenced and in accordance with the Society of Maritime Arbitrators, Inc.

Section 9.6 Construction; Section Headings. The language used in this Agreement shall be deemed to be the language the parties hereto have chosen to express their mutual intent, and no rule of strict construction will be applied against any party hereto. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Section 9.7 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 9.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

 
14
 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
 
 
For the Buyer
 
 
 
By:
/s/ D. Demtions
 
Name: D. Demtions
 
Title: Attorney-in-fact
 
 
For the Seller
 
 
 
By:
/s/ CH. Alivizatos
 
Name: CH. Alivizatos
 
Title: Attorney-in-fact
 
 
15
 EX-10.2 5 d927958_ex10-2.htm d927958_ex10-2.htm
EXHIBIT 10.2
 
CONTRACT


FOR

CONSTRUCTION AND SALE

OF
 
A DRILLSHIP

(HULL NO. 1837)


BETWEEN


DRILLSHIP HYDRA OWNERS INC.

AND

SAMSUNG HEAVY INDUSTRIES CO., LTD.

 
 
 

INDEX

 
PAGE
 
ARTICLE I - DESCRIPTION AND CLASS
6
1.
  
Description:
6
2.
  
Dimensions and Characteristics:
6
3.
  
The Classification, Rules and Regulations:
7
4.
  
HSE Analysis, studies and assessments
7
5.
  
Subcontracting
8
6.
  
Registration:
8
ARTICLE II - CONTRACT PRICE AND TERMS OF PAYMENT
9
1.
  
Contract Price:
9
2.
  
Adjustment of Contract Price:
9
3.
  
Currency:
9
4.
  
Terms of Payment:
9
5.
  
Method of Payment:
11
6.
  
Notice of Payment before Delivery:
11
7.
  
Expenses:
11
8.
  
Prepayment:
12
ARTICLE III - ADJUSTMENT OF CONTRACT PRICE
13
1.
  
Delivery:
13
2.
  
Speed:
14
3.
  
Fuel Consumption for the Diesel Generator Prime Drivers:
15
4.
  
Variable Load Capacity:
15
5.
  
Effect of Rescission:
16
ARTICLE IV - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION
17
1.
  
Approval of Plans and Drawings:
17
2.
  
Appointment of BUYER'S Supervisor:
17
3.
  
Inspection by the Supervisor:
18
4.
  
Facilities:
19
5.
  
Liability of BUILDER:
19
6.
  
Responsibility of BUYER:
20
7.
  
Delivery and Construction Schedule:
21
ARTICLE V - MODIFICATIONS, CHANGES AND EXTRAS
22
1.
  
How Effected:
22
2.
  
Changes in Rules of Classification Society, Regulations, etc
23
3.
  
Substitution of Materials:
24
ARTICLE VI - TRIALS AND ACCEPTANCE
25

 
2
 
 
1.
  
Notice:
25
2.
  
Weather Condition:
25
3.
  
How Conducted:
26
4.
  
Method of Acceptance or Rejection
26
5.
  
Effect of Acceptance:
27
6.
  
Disposition of Surplus Consumable Stores:
28
ARTICLE VII - DELIVERY
29
1.
  
Time and Place:
29
2.
  
When and How Effected:
29
3.
  
Documents to be delivered to BUYER:
29
4.
  
Tender of DRILLSHIP:
30
5.
  
Title and Risk:
31
6.
  
Removal of DRILLSHIP:
31
ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)
32
1.
  
Causes of Delay (Force Majeure):
32
2.
  
Notice of Delay:
33
3.
  
Definition of Permissible Delay:
33
4.
  
Right to Rescind for Excessive Delay:
33
ARTICLE IX - WARRANTY OF QUALITY
35
1.
  
Guarantee:
35
2.
  
Notice of Defects:
35
3.
  
Remedy of Defects:
35
4.
  
Extent of BUILDER's Responsibility
37
ARTICLE X - RESCISSION BY BUYER
38
1.
  
Notice:
38
2.
  
Refundment by BUILDER:
38
3.
  
Discharge of Obligations:
39
ARTICLE XI - BUYER'S DEFAULT
40
1.
  
Definition of Default:
40
2.
  
Effect of Default on or before Delivery of DRILLSHIP:
40
3.
  
Disposal of DRILLSHIP:
41
ARTICLE XII - ARBITRATION
42
1.
  
Decision b the Classification Society:
42
2.
  
Notice of Award:
42
3.
  
Notice of Award:
43
4.
  
Expenses:
43
5.
  
Entry in Court:
43
6.
  
Alteration of Delivery Date:
43

 
3
 
 
ARTICLE XIII-SUCCESSOR AND ASSIGNS
44
ARTICLE XIV - TAXES AND DUTIES
45
1.
  
Taxes and Duties Incurred in Korea:
45
2.
  
Taxes and Duties Incurred Outside Korea:
45
ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC
46
1.
  
Patents:
46
2.
  
General Plans, Specifications and Working Drawings:
46
ARTICLE XVI - BUYER'S SUPPLIES
47
1.
  
Responsibility of BUYER:
47
2.
  
Responsibility of BUILDER:
48
3.
  
Title:
48
ARTICLE XVII - INSURANCE
49
1.
  
Extent of Insurance Coverage:
49
2.
  
Application of the Recovered Amounts:
49
3.
  
Termination of BUILDER'S Obligation to Insure:
50
ARTICLE XVIII - NOTICE
51
1.
  
Address:
51
2.
  
Language:
51
3.
  
Effective Date of Notice:
52
ARTICLE XIX - EFFECTIVE DATE OF CONTRACT
53
ARTICLE XX - INTERPRETATION
54
1.
  
Laws Applicable:
54
2.
  
Discrepancies:
54
3.
  
Entire Agreement:
54
4.
  
Amendments and Supplements:
54
ARTICLE XXI - CONFIDENTIALITY
55
EXHIBIT "1"   VESSEL SPECIFICATION
57
EXHIBIT "2"   TOPSIDE SPECIFICATION
58
EXHIBIT "3"   DELIVERY AND CONSTRUCTION SCHEDULE
59
EXHIBIT "4"   LETTER OF REFUNDMENT GUARANTEE NO
60
EXHIBIT "5"   PERFORMANCE GUARANTEE
63
EXHIBIT "6"   OPTIONAL ITEMS
64

 
4
 

This Contract, made and entered into on this 17th day of September 2007 by and between DRILLSHIP HYDRA OWNERS INC., a corporation incorporated and existing under the laws of Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the "BUYER"), on the one part and SAMSUNG HEAVY INDUSTRIES CO., LTD., a corporation incorporated and existing under the laws of the Republic of Korea and having its registered office at 34th Floor, Samsung Life Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857 (hereinafter called the "BUILDER"), on the other part.


WITNESSETH:


In consideration of the mutual covenants herein contained, the BUILDER acknowledges that the Contract is a turn key contract for the construction and sale of a drillship constructed and tested out to be fully ready to drill and fully functioning in accordance with and subject to the terms and conditions of this Contract and Specifications and the BUILDER agrees as described in the Specifications to design, construct, build, launch, equip, test and complete One (1) Drillship composed of a hull part as described in the specification attached hereto as Exhibit "1" of this Contract (hereinafter referred to as the "VESSEL") and topside part as described in the specification attached hereto as Exhibit "2" of this Contract (hereinafter referred to as "TOPSIDE") (the VESSEL and TOPSIDE being hereinafter collectively referred to as the "DRILLSHIP") and in accordance with the Delivery and Construction Schedule attached hereto as Exhibit "3" (said Exhibits 1 through 3 (including all amendments, additions, deletions and variations incorporated into the Specifications for HN. 1674 up to the Effective Date of this Contract) being hereinafter collectively called the "Specifications") which Specifications have been initialed by representatives of the parties hereto for identification and which Specifications hereby are each incorporated herein by reference hereto and made an integral part of this Contract, at the BUILDER'S shipyard located in Geoje Island, Korea (hereinafter referred to as the "Shipyard") and to deliver and sell the same to the BUYER, and the BUYER hereby agrees to purchase and accept delivery of the DRILLSHIP from the BUILDER, upon the terms and conditions hereinafter set forth.

 
5
 

ARTICLE I - - DESCRIPTION AND CLASS

1.
Description:

The DRILLSHIP, having the BUILDER'S Hull No. 1837, shall be designed, constructed, built, launched, equipped, tested, completed and delivered in accordance with the provisions of this Contract, and the Specifications. To the extent not defined in the Specifications, the DRILLSHIP's construction is to meet the first-class international shipbuilding and construction standards and practices, including without limitation such standards and practices relating to BUILDER'S Quality Assurance Programs.

2.
Dimensions and Characteristics:

Length, overall
Max. 228 meters
Length, between perpendiculars
abt. 219.4 meters
Breadth, moulded
abt. 42 meters
Depth, moulded
abt. 19 meters
Scantling draft, moulded
abt. 13 meters

Speed, guaranteed: The trial speed shall not be less than 12.0 knots on the transit draught of 8.5 meters and at total thruster motor output of 28,700 KW.

Guaranteed Fuel Consumption, Diesel Generator Prime Drivers (in relation to each engine): The fuel consumption shall be not more than the engine manufacturers' nominal fuel consumption plus five percent (5) % with engine driven pumps at manufacturer's shop trial, burning marine diesel having the lower calorific value of 10,200 kCal/kg, at 85% MCR under the environment condition of ISO 3046/1-1986 specified in the Specifications.

Guaranteed Variable Load Capacity: The variable load capacity of the DRILLSHIP will be not less than 20,000 metric tons for drilling and survival conditions without extended well test oil on board as specified in the Specifications.

The details of the aforementioned particulars, as well as the definitions and the methods of measurements and calculations shall be as indicated in the Specifications.

 
6
 

3.
The Classification, Rules and Regulations:

The DRILLSHIP, including its machinery, equipment and outfittings shall be constructed and classified in accordance with the rules and regulations (the editions and amendments thereto being in force) as of the signing date of this Contract and under special survey of American Bureau of Shipping (hereinafter called the "Classification Society"), and shall be distinguished in the register by the symbol of *A1 (E), "Drilling Unit", *AMS, *ACCU, *DPS-3, NBLES, SH-DLA, *CDS.

Decisions of the Classification Society as to compliance or non-compliance with the classification rules and regulations shall be final and binding upon both parties hereto. Details of its notation shall be in accordance with the Specifications.

The DRILLSHIP shall also comply with the rules, regulations and requirements of the regulatory bodies as described and listed in the Specifications.

The DRILLSHIP will be built and delivered (i) in accordance with the terms of this Contract and the Specifications, (ii) in full compliance and certification to and with the IMO MODU code with amendments, (iii) in full compliance with the regulations, provisions, and requirements included in the Specifications, (iv) in full compliance with the requirements of the Classification Society so as to be classed with the Classification Society as a MODU, and (v) so that the DRILLSHIP will be approved to operate in the United States Gulf of Mexico/the Outer Continental Shelf of the United States, the waters outside West Africa, Central Africa, South Africa, South America, South East Asia, UK, Australia, South Atlantic and in the Mediterranean. The BUILDER will take all action necessary, and remedy at its cost and expense, any deficiency that constitutes a failure to comply with the above requirements.

All fees and charges incidental to the Classification Society and in respect to compliance with the above referred rules, regulations and requirements, as well as all DRILLSHIP design fees and/or royalties (except any royalties for the BUYER'S Supplies), shall be for account of the BUILDER.

4.
HSE Analysis, studies and assessments

The BUYER shall perform HSE Analysis, studies and assessments such as HAZID's, Risk Analysis, HAZOP's, Readability and Vulnerability analysis, Working Environment assessment of the DRILLSHIP.

 
7
 

If the finding of such HSE Analysis, studies and assessments demand changes to the design, layout and construction of the DRILLSHIP to make the DRILLSHIP meet the requirements of the Contract, then the BUILDER shall implement such changes in accordance with the findings.

Should the findings lead the BUYER to request changes to the Contract then a Variation Order shall be in accordance with Article V.

The BUILDER shall be responsible for obtaining the Classification Society's approval of all required plans and drawings of the DRILLSHIP.

5.
Subcontracting

The BUILDER may, at its sole discretion and responsibility, subcontract any portion of the construction work of the DRILLSHIP, provided that the work is carried out at a reputable yard in Korea or at the BUILDER'S wholly owned subsidiaries at Ningbo and Rongcheng in China, where the aggregate value of the works or services to be subcontracted equals or is below Five million five hundred thousand United States Dollars (US$ 5,500,000) but if exceeding such value the BUILDER shall obtain in writing the prior approval of the BUYER (whose approval shall not be unreasonably withheld), but any subcontracting shall always be subject to the condition that the BUILDER shall ensure that the rights of the BUYER and the requirements in the Contract are satisfied and provided for in such work. The BUILDER shall not be relieved from any of its obligations and liabilities under the Contract and shall be responsible for all work, acts, omissions and defaults of any subcontractors as fully as if they were the work, acts, omissions or defaults of the BUILDER.

6.
Registration:

The DRILLSHIP, at the time of its delivery and acceptance, shall be registered at the port of registry by the BUYER under the Malta flag at the BUYER'S expenses.


(End of Article)

 
8
 

ARTICLE II - CONTRACT PRICE AND TERMS OF PAYMENT

1.
Contract Price:

The Contract price of the DRILLSHIP, net receivable by the BUILDER and exclusive of the BUYER'S Supplies (as defined in Paragraph 1 of Article XVI hereof) is Six Hundred Seven Million Three Hundred Seventy Thousand United States Dollars (US$ 607,370,000) (hereinafter referred to as the "Contract Price"). The Contract Price shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract.

2.
Adjustment of Contract Price:

Increase or decrease of the Contract Price, if any, due to adjustments thereof made in accordance with the provisions of this Contract shall be adjusted by way of addition to or subtraction from the Contract Price upon delivery of the DRILLSHIP in the manner as hereinafter provided at article III.

The BUYER has the right to exercise the purchase the option as per Exhibit "6" within 3 months after the date of the signing contract. Should the BUYER exercise one of the options, the payment terms of the exercised option items shall be same with that of the Contract, provided that the amount of the first installment shall be paid at the same time of the second installment is due, and the BUILDER will reissue a Refundment Guarantee covering full amount of the adjusted Contract Price to replace the old Refundment Guarantee.

3.
Currency:

Any and all payments by the BUYER to the BUILDER, or vice versa if any, which are due under this Contract shall be made in United States Dollars.

4.
Terms of Payment:

The Contract Price shall be due and payable by the BUYER to the BUILDER in the installments as follows:


 
(a)
First Installment:

 
9
 

The First Installment amounting to Ninety One Million One Hundred Five Thousand Five Hundred United States Dollars (15%, US$ 91,105,500), less the amount of Five Million United States Dollars (US$ 5,000,000) already paid by the BUYER to the BUILDER as Commitment Fee, making the net sum for this first installment Eighty Six Million One Hundred Five Thousand Five Hundred United States Dollars (US$ 86,105,500) shall be due and payable within five (5) banking days after the receipt of the original Refundment Guarantee.

(b)
Second Installment:

The Second Installment amounting to Ninety One Million One Hundred Five Thousand Five Hundred United States Dollars (15%, US$ 91,105,500) shall be due and payable within three (3) banking days six months after the Effective Date of the Contract upon receipt of the BUILDER'S invoice therefore.

(c)
Third Installment:

The Third Installment amounting to Ninety One Million One Hundred Five Thousand Five Hundred United States Dollars (15%, US$ 91,105,500) shall be due and payable within three (3) banking days from the receipt of the BUILDER'S invoice and a telefax notice from the BUILDER, countersigned by the classification surveyor, certifying that steel cutting for the Drillship has commence but not earlier than 16 months after the second installment.

(d)
Fourth Installment:

The Fourth Installment amounting to Ninety One Million One Hundred Five Thousand Five Hundred United States Dollars (15%, US$ 91,105,500) shall be due and payable within three (3) banking days from the the receipt of the BUILDER'S invoice and a telefax notice from the Builder, countersigned by the classification surveyor, certifying that keel laying for the DRILLSHIP has commenced but not earlier than 4 months after the third installment.

(e)
Fifth Installment:

The Fifth Installment amounting to Two Hundred and Forty Two Million Nine Hundred Forty Eight Thousand United States Dollars (40%, US$ 242,948,000) plus or minus any adjustment of the Contract Price under and pursuant to the provisions of this Contract, shall be due and payable upon delivery of the DRILLSHIP or upon tender for delivery of the DRILLSHIP referred to in Paragraph 4 of Article VII of this Contract.

 
10
 

5.
Method of Payment:

(a)
First Installment:

Within five (5) banking days after the receipt of the original Refundment Guarantee, the BUYER shall remit by telegraphic transfer the first installment to the account to be specified in advance in writing by the BUILDER.

(b)
Second, Third and Fourth Installments:

Upon the due date of the second, third and fourth installments, in accordance with Article II, 4 (b), (c) and (d) as appropriate, the BUYER shall remit by telegraphic transfer each of the respective installments to the account to be specified in advance in writing by the BUILDER.

(c)
Fifth Installment:

At least three (3) banking days prior to the anticipated delivery date of the DRILLSHIP, the BUYER shall remit by telegraphic transfer the fifth installment to the bank specified in advance in writing by the BUILDER in the name of the BUYER'S bank with instructions of the amount so remitted to be payable to the BUILDER against a copy of PROTOCOL OF DELIVERY and ACCEPTANCE OF THE DRILLSHIP signed by the BUYER and the BUILDER.

Simultaneously with each of all such payment, the BUYER shall cause the BUYER'S BANK to advise the BUILDER'S BANK of the details of such payments by authenticated bank cable or telefax.

No payment due under this Contract shall be delayed, suspended or withheld by the BUYER on account of any dispute or disagreement between the parties hereto. Any claim that the BUYER may have against the BUILDER hereunder shall be settled and liquidated separately from any payment by the BUYER to the BUILDER hereunder.

6.
Notice of Payment before Delivery:

With the exception of the first installment, the BUILDER shall give the BUYER Ten (10) banking days prior notice in writing or telefax or telex of the anticipated due date and amount of each installment payable on or before delivery of the DRILLSHIP.

7.
Expenses:

 
11
 

Expenses and bank charges for remitting payments and any taxes, duties, expenses and fees referred to in paragraph 2 of Article XIV of this Contract connected with such payment shall be for account of the BUYER.

8.
Prepayment:

Prepayment of any installment due on or before delivery of the DRILLSHIP shall be subject to mutual agreement between the parties hereto.


(End of Article)

 
12
 

ARTICLE III - ADJUSTMENT OF CONTRACT PRICE

The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

1.
Delivery:

(a)
No adjustment shall be made and the Contract Price shall remain unchanged for the first 30 days of delay in delivery of the DRILLSHIP beyond the Delivery Date as defined in Article VII hereof (ending as of twelve o'clock midnight of the 31st day of delay).

(b)
If the delivery of the DRILLSHIP is delayed more than 30 days after the Delivery Date, then, in such event, beginning at twelve o'clock midnight of the 31st day after the Delivery Date, the Contract Price shall be reduced by the sum of Hundred and twenty thousand United States Dollars (US$ 120,000) for each full day for which thereafter delivery is delayed.

However, the total reduction in the Contract Price pursuant to this Paragraph (b) shall not be more than as would be the case for a delay of 180 days counting from midnight of the 31st day after the Delivery Date at the above specified rate of reduction.

(c)
However, if the delay in delivery of the DRILLSHIP should continue for a period of 210 days from the Delivery Date in Paragraph 1 of Article VII, then in such event, and after such period has expired, the BUYER may, at its option, rescind this Contract in accordance with the provisions of Article X hereof.

The BUILDER may, at any time after the expiration of the aforementioned 210 days of delay in delivery, if the BUYER has not served notice of rescission as provided in Article X hereof, demand in writing that the BUYER shall make an election, in which case the BUYER shall, within Twenty (20) days after such demand is received by the BUYER, notify the BUILDER of its intention either to rescind this Contract or to consent to the acceptance of the DRILLSHIP at a specified future date which date BUILDER represents to BUYER is the earliest date BUILDER can deliver the DRILLSHIP to BUYER under this Contract, based on the circumstances then known. If the BUYER shall not make an election within Twenty (20) days as

 
13
 

provided hereinabove, the BUYER shall be deemed to have accepted such extension of the delivery date to the future delivery date indicated by the BUILDER and it being understood by the parties hereto that if the DRILLSHIP is not delivered by such specified date, the BUYER shall have the same right of rescission upon the same terms and conditions as hereinabove provided.

(d)
If, at the time of actual delivery the BUYER has entered into an unconditional charter contract providing for the immediate deployment of the DRILLSHIP to provide services in return for the payment of cash consideration upon delivery of the DRILLSHIP (the "Delivery Contract"), and, should Delivery occur before twelve o'clock midnight on the Delivery Date and the third party accepts to take such early delivery under the Delivery Contract, then in such event, the final installment of the Contract Price shall be increased by the sum of Seventy five thousand United States Dollars (US$ 75,000) for each full day of early delivery, beginning at the time of actual delivery of the DRILLSHIP until twelve o'clock midnight on December 31, 2010, provided that the aggregate increases to the Contract Price for early delivery of the DRILLSHIP shall not exceed Three million United States Dollars (US$ 3,000,000) (the "Bonus").

(e)
For the purpose of this Article, the delivery of the DRILLSHIP shall be deemed to be delayed when and if the DRILLSHIP, after taking into account all postponements of the Delivery Date by reason of permissible delay as defined in Article VIII and/or any other reason under this Contract, is not delivered by the date upon which delivery is required under the terms of this Contract.

2.
Speed:

(a)
The Contract Price shall not be affected or changed by reason of the trial speed (as determined according to the Specifications) being less than the guaranteed speed, if such variation is not more than 0.5 knots.

(b)
However, commencing with and including such deficiency of 0.5 knots in trial speed below the guaranteed speed of the DRILLSHIP, the Contract Price shall be reduced by Eighty thousand United States Dollars (US$ 80,000) for each 0.1 knot below the guaranteed speed.

(c)
If the deficiency in the speed upon final sea trial is more than one (1) knot below the guaranteed speed of the DRILLSHIP, then the BUYER may, at its option, reject the

 
14
 

DRILLSHIP and rescind this Contract in accordance with the provisions of Article X hereof, or may accept the DRILLSHIP at a reduction in the Contract Price at a rate of One Hundred Thousand United States Dollars (U$ 100,000) for each 0.1 knot below 11.5 knots.

3.
Fuel Consumption for the Diesel Generator Prime Drivers:

(a)
The Contract Price shall not be affected or changed in case the actual fuel consumption for each engine, as determined by the shop trial as specified in the Specifications, is not more than one percent (1%) in excess of the Guaranteed Fuel Consumption specified in Paragraph 3 of Article I.

(b)
However, in the event that the actual fuel consumption of any engine at the shop trial is in excess of one percent (1%) of the Guaranteed Fuel Consumption, the Contract Price shall be reduced by the sum of Forty thousand United States Dollars (US$ 40,000) for each one percent (1%) per engine by which the actual fuel consumption of any engine exceeds the Guaranteed Fuel Consumption plus One percent (1%).

(c)
The BUYER has an option to reject the DRILLSHIP and rescind the Contract in accordance with the provisions of Paragraphs 2, 3 and 4 of Article X -RESCISSION BY BUYER hereof in the event the actual fuel consumption of any engine is more than five percent (5%) in excess of the Guaranteed Fuel Consumption.

4.
Variable Load Capacity:

(a)
In the event that the actual Variable Load Capacity of the DRILLSHIP is more than 500 metric tons below the Guaranteed Variable Deck Load Capacity of the DRILLSHIP, then the Contract Price shall be reduced by Four thousand United States Dollars (US$ 4,000) per each metric ton of the shortfall below 19,500 metric tons.

(b)
In the event that the actual Variable Load Capacity of the DRILLSHIP is more than 1,500 metric tons below the Guaranteed Variable Load Capacity of the DRILLSHIP, then the BUYER may at its option reject the DRILLSHIP and rescind the Contract in accordance with the provisions of Paragraphs 2, 3 and 4 of Article X -

 
15
 

RESCISSION BY BUYER hereof or accept the DRILLSHIP at a reduction in the Contract Price of Four million United States Dollars (US$ 4,000,000).

5.
Effect of Rescission:

It is expressly understood and agreed by the parties that in any case, if the BUYER rescinds this Contract under this Article, the BUYER shall not be entitled to any liquidated damages, or any other recourse unless by means of the provisions of Article X hereof.

(End of Article)

 
16
 

ARTICLE IV - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION

1.
Approval of Plans and Drawings:

Approved plans and drawings of the BUILDER'S HN. 1674 (including all amendments, additions, deletions and variations incorporated into the Specification up to the date of this Contract signing) shall be deemed to be approved by the BUYER and shall be applied to the Drillship. The BUILDER shall be exempted from the approval of the BUYER for the plans and drawings in accordance with the Specifications. All plans and drawings, which are modified by the BUILDER shall, however, be subject to approval by the BUYER in accordance with Article V.

2.
Appointment of BUYER'S Supervisor:

The BUYER may send to and maintain at the Shipyard, at the BUYER'S own cost and expense, one supervisor (herein called the "Supervisor") who shall be duly authorized in writing by the BUYER, which authorization shall be described in a separate letter to be sent to the BUILDER prior to the Supervisor's arrival, to act on behalf of the BUYER in connection with the modifications of the Specifications, adjustments of the Contract Price and Delivery Date in writing, approval of the plans and drawings, attendance to the tests and inspections relating to the DRILLSHIP, its machinery, equipment and outfittings, and any other matters for which he is specifically authorized by the BUYER. The Supervisor may appoint assistant(s) to attend at the Shipyard for the purposes as aforesaid. In the event that assignment, novation or resale occurs under the Article XIII and as a result, BUYER'S Supervisor is changed during the construction of the DRILLSHIP, any and all matters determined by mutual agreement between the BUYER'S Supervisor and the BUILDER prior to the dispatch of a new Supervisor shall be accepted and complied by the new Supervisor. In case two or more Supervisors are dispatched to the Shipyard and authorized to perform the supervision, each of them will form uniform opinions between them to keep the design and specifications so as not to adversely affect the Contract Price and Delivery of the DRILLSHIP. In the event of any additional costs attributable to dispatch of two or more Supervisors due to resale, novation, charter or any other occurrence otherwise resulting from the BUYER side, such costs shall be solely borne by the BUYER and the BUYER shall reimburse and hold harmless the BUILDER from any such costs and expenses.

 
17
 

3.
Inspection by the Supervisor:

The necessary inspections of the DRILLSHIP, its machinery, equipment and outfittings shall be carried out by the Classification Society, other regulatory bodies and/or the Supervisor throughout the entire period of construction in order to ensure that the design, construction, building, launching, equipping, testing and completion of the DRILLSHIP is duly performed in accordance with the Contract and the Specifications.

The BUILDER shall give a written notice to the Supervisors reasonably in advance of the date and place of tests and inspections for the convenience of their attendance. Failure of the Supervisors to be present at such tests and inspections after due notice to them as above provided, shall be deemed to be a waiver of their right to be present. In such cases, the BUYER shall be obliged to accept the results of such tests and inspections on the basis of the BUILDER'S certificate subject to acceptance by the Classification Society.

Whether or not the Supervisors have been present, the BUILDER shall promptly deliver to the BUYER or the Supervisors a copy of the results of all tests and inspections.

For tests or inspections outside the Shipyard sufficient advance notice to allow for the Supervisor to arrange transportation shall be given. This advance notice should not be less than three (3) days for tests or inspection that require air travel for attendance.

The inspection schedule must be reasonable at all times in order to allow the Supervisor to carry out their duties properly and inspections must be spread over reasonable time, but in follow building schedule at the same rate.

BUILDER may request BUYER'S Supervisor to attend the inspection and tests during public holidays and weekends and/or Company holidays in order to keep BUILDER'S construction schedule. BUYER'S Supervisor shall fully cooperate with BUILDER and promptly attend such inspection/tests including those for surface preparation and painting work, which are especially vulnerable to weather condition and time interval. However, BUILDER shall keep such inspection and tests to a minimum and only when the inspection and tests affect BUILDER'S construction schedule. The BUILDER'S prior notice of such inspection/test schedule shall be informed to the BUYER'S Supervisor one (1) day in advance as a minimum.

 
18
 

If any of the BUYER'S Supervisors discover any construction, material or workmanship which is not deemed to conform to the requirements of this Contract and/or the Specifications, the BUYER'S Supervisors shall promptly give the BUILDER a notice in writing that such alleged non-conformity exists. Upon receipt of such notice from the BUYER'S Supervisor, the BUILDER shall correct such non-conformity, if the BUILDER agrees to his view. Any disagreement shall be resolved in accordance with Paragraph 1 of Article XII and shall to the extent possible not prevent the progress of the construction and the timely delivery of the DRILLSHIP.

If, following such disagreement, the Classification Society or the arbitrator enters a determination in favor of the BUYER, then in such case the BUILDER shall immediately correct such non-conformity subject to Article VI 4. (b). If the Classification Society or the arbitrator enters a determination in favor of the BUILDER, then the time for delivery of the DRILLSHIP shall be extended for the period of any actual delay in construction, if any, occasioned by such proceedings (but not by any time by which the period is extended owing to the BUILDER'S own default), and the BUYER shall pay the BUILDER interest at the rate of five percent (5%) per annum on the outstanding Instalments of the Contract Price for the said period of delay.

In working hours during construction of the DRILLSHIP until delivery thereof, the BUYER'S Supervisors shall, subject to the reasonable requirements of the Shipyard's work program and safety control, be permitted free and ready access to the DRILLSHIP, her machinery and equipment, and to any other place where work on the DRILLSHIP is being done, or materials are being processed or stored in connection with the construction of the DRILLSHIP, including the yards, workshops, stores and offices of the BUILDER, and the premises of subcontractors of the BUILDER, who are doing work or storing materials in connection with the DRILLSHIP's construction.

4.
Facilities:

The BUILDER shall furnish the Supervisor and his assistant(s) with adequate office space and such other reasonable facilities according to the BUILDER'S practice at or in the immediate vicinity of the Shipyard as may be necessary to enable them to effectively carry out their duties. The BUYER shall pay for all such facilities other than office space at the BUILDER'S normal rate of charge.

5.
Liability of BUILDER:

 
19
 

The BUILDER agrees to fully protect, defend, indemnify and hold BUYER harmless from and against all liabilities, obligations, claims or actions for personal injury or death arising out of performance by BUILDER or BUYER of their obligations hereunder prior to the acceptance by BUYER of the DRILLSHIP, and asserted by or on behalf of,

(i)   any employee, agent, contractor, or subcontractor of BUILDER,  or
(ii)  any employee of any agent, contractor, or subcontractor of BUILDER, regardless of the basis of such claims and even if such claims should arise out of the sole or concurrent fault or negligence of BUYER, or any employee, agent, contractor or subcontractor of BUYER.

Similarly, the BUYER agrees to fully protect, defend, indemnify and hold BUILDER harmless from and against all liabilities, obligations, claims or actions for personal injury or death arising out of performance by BUILDER or BUYER of their obligations hereunder prior to the acceptance by BUYER of the DRILLSHIP, and asserted by or on behalf of,

(i)
any employee, agent, contractor, or subcontractor of BUYER,

or

(ii)
any employee of any agent, contractor, or subcontractor of BUYER, regardless of the basis of such claims and even if such claims should arise out of the sole or concurrent fault or negligence of BUILDER, or any employee, agent or subcontractor of BUILDER.

6.
Responsibility of BUYER:

The BUYER shall undertake and assure that the Supervisor shall carry out his duties hereunder in accordance with the normal shipbuilding practice of the BUILDER, which BUILDER represents and confirms is in all material respects in accordance with normal shipbuilding practice and in such a way so as to avoid any unnecessary increase in building cost, delay in the construction of the DRILLSHIP, and/or any disturbance in the construction schedule of the BUILDER.

The BUILDER has the right to request the BUYER to replace the Supervisor who is deemed unsuitable and unsatisfactory for the proper progress of the DRILLSHIP's design, construction, building, launching, equipping, and completion. The BUYER shall investigate the situation by sending its representative(s) to the Shipyard if necessary, and if the BUYER considers that such BUILDER'S request is justified, the BUYER shall effect such replacement as soon as conveniently possible.

 
20
 

7.
Delivery and Construction Schedule:

Attached hereto as Exhibit "3" is a tentative Delivery and Construction Schedule, and within one hundred and eighty (180) days after the date of this Contract, BUILDER shall deliver or cause to be delivered to BUYER a final Delivery and Construction Schedule (herein, as from time to time amended with notice to the BUYER, referred to as the "Schedule"), prepared in reasonable detailed schedule and setting forth the estimated time table for the design, construction, building, launching, equipping, testing and completion of the DRILLSHIP, it being understood that the Schedule may be used by BUYER for purposes of verifying and measuring the progress being made under the terms of this Contract. In the event the actual progress of the construction of the DRILLSHIP is lagging behind the Schedule, the BUILDER shall issue a recovery plan to overcome such lagging so that the planned Delivery Date shall not be affected.

During the course of performance of this Contract the BUILDER shall submit to the BUYER on a monthly basis;

a)
a status report on the DRILLSHIP's construction as compared with the Schedule;

b)
a report setting out the actual progress in performance of this Contract during the previous month as compared with the Schedule, including monthly progress photographs illustrating the progress of the construction;

c)
a list of modifications or changes (if any) agreed during the previous month;

d)
a document register showing the status of document preparation and planned and actual completion of documents.


(End of Article)

 
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ARTICLE V - - MODIFICATIONS, CHANGES AND EXTRAS

1.
How Effected:

The Specifications may be modified and/or changed by written agreement of the parties, however, that any modifications and/or changes requested by the BUYER or an accumulation of such modifications and/or changes will not adversely affect the BUILDER'S planning or program in relation to the BUILDER'S other commitments and if the BUYER shall assent to adjustment of the Contract Price, time for delivery of the DRILLSHIP, other terms and conditions of this Contract and the Specifications occasioned by or resulting from such modifications and/or changes. The BUILDER hereby agrees to exert its best efforts to accommodate such reasonable request by the BUYER so that the said changes and/or modifications may be made at a reasonable cost and within the shortest period of time that is reasonably possible.

Any such agreement for modifications and/or changes shall include an agreement as to the increase or decrease, if any, in the Contract Price of the DRILLSHIP together with an agreement as to any extension or reduction in the time of delivery, or any other alterations in this Contract or the Specifications occasioned by such modifications and/or changes.

The aforementioned agreement to modify and/or change the Specifications may be effected by an exchange of letters signed by the authorized representatives of the parties hereto, or telefax confirmed in writing, manifesting such agreement. Such letters and confirmed message exchanged by the parties hereto pursuant to the foregoing shall constitute an amendment of the Specifications, and such letters and message shall be incorporated into this Contract and made a part hereof.

The failure of the parties to agree on the increase or decrease in the Contract Price, or extension or reduction in the time of delivery, if any, for any modifications or changes requested by the BUYER shall not prevent the BUILDER from performing any agreed work so as not to prevent the proper progress of the DRILLSHIP's design, construction, building, launching, equipping, testing and completion, but shall be dealt with in accordance with Article XII.

 
22
 

The BUILDER may make minor changes to the Specifications, if found necessary for introduction of improved production methods or otherwise, provided that the BUILDER shall first obtain the BUYER'S approval that shall not be unreasonably withheld.

2.
Changes in Rules of Classification Society, Regulations, etc.:

If, after the Effective Date of this Contract, any requirements as to Classification Society, or as to the rules and regulations to which the construction of the DRILLSHIP is required to conform, are altered or changed by the Classification Society or regulatory bodies authorized to make such alterations or changes, either of the parties hereto, upon receipt of information thereof, shall transmit such information in full to the other party in writing within fourteen (14) days after receipt of the said information and thereafter the BUYER shall instruct the BUILDER in writing if such alterations or changes shall be made in the DRILLSHIP or not, in the BUYER'S sole discretion.

(a)
However, if such alterations or changes are compulsory for the construction of DRILLSHIP, the BUILDER shall incorporate such alterations or changes into the construction of the DRILLSHIP, provided that the parties shall agree on any increase or decrease in the Contract Price, extension or reduction in time of delivery of the DRILLSHIP and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such alterations or changes.

(b)
If such alterations or changes are not compulsory for the construction of the DRILLSHIP, but the BUYER desires to incorporate such alterations or changes into the construction of the DRILLSHIP, then the BUYER shall notify the BUILDER in writing of such intention within fourteen (14) days after receipt of the said information. The BUILDER shall accept such alterations or changes, provided that the parties shall agree on any increase or decrease in the Contract Price, extension or reduction in time of delivery of the DRILLSHIP and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such alterations or changes.

Such agreement of the BUYER shall be effected in the same manner as provided in Paragraph 1 of this Article for modifications and/or changes of the Specifications. The failure of the parties to agree on the increase or decrease in the Contract Price, or extension or reduction in the time of delivery, if any, for any modifications or changes requested by the BUYER shall not prevent the BUILDER from performing any agreed work so as not to prevent the proper progress of the DRILLSHIP's design, construction,

 
23
 

building, launching, equipping, testing and completion, but shall be dealt with in accordance with Article XII.

3.
Substitution of Materials:

In the event that any of the materials required by the Specifications or otherwise under this Contract for the construction of the DRILLSHIP can not be procured in time to effect timely delivery of the DRILLSHIP, or are in short supply, (other than as the result of any neglect or omission on the part of the BUILDER) the BUILDER may, provided the BUYER so agrees in writing, supply other materials and equipment of the best available and like quality, capable of meeting the requirements of the Classification Society and of the rules, regulations, requirements and recommendations with which the construction of the DRILLSHIP must comply. Any agreement as to such substitution of materials shall be effected in the manner as provided in Paragraph 1 of this Article, and shall, likewise, include decrease or increase in the Contract Price and other terms and conditions of this Contract affected by such substitution.


(End of Article)

 
24
 

ARTICLE VI - TRIALS AND ACCEPTANCE

1.
Notice:

The sea trial shall start when the DRILLSHIP is reasonably completed in all material respects according to the Specifications, and otherwise any and all tests or trials shall be performed and notified as per the Specifications.

The BUILDER shall give the BUYER at least Thirty (30) days estimated prior notice and seven (7) days confirming prior notice in writing or by telefax confirmed in writing of the time and place of the sea trial of the DRILLSHIP, and the BUYER shall promptly acknowledge receipt of such notice. The BUYER shall have its representative and his assistant(s) on board the DRILLSHIP to witness such sea trial.

Failure in attendance of the BUYER'S representative at the sea trial of the DRILLSHIP for any reason whatsoever after due notice to the BUYER as above provided shall be deemed to be a waiver by the BUYER of its right to have its representative on board the DRILLSHIP at the sea trial, and the BUILDER may conduct the sea trial without attendance of the BUYER'S representative, and in such case the BUYER shall be obligated to accept the DRILLSHIP on the basis of certificates of the Classification Society and a certificate of the BUILDER stating that the DRILLSHIP, upon sea trial, is found to conform to this Contract and the Specifications.

2.
Weather Condition:

The sea trial and any other tests and trials of the DRILLSHIP as per the Specifications shall be carried out under the weather condition that is deemed favorable enough by the judgment of both the BUYER and the BUILDER and as per the Specifications. In the event of unfavorable weather on the date specified for the sea trial or other tests and trials as per the Specifications, the same shall take place on the first available day thereafter that the weather condition permits. It is agreed that, if during the sea trial or other tests and trials of the DRILLSHIP as per the Specifications, the weather should suddenly become so unfavorable that orderly conduct of the test or trial can no longer be continued, the test or trial shall be discontinued and postponed until the first favorable day next following, unless the BUYER shall assent in writing to acceptance of the DRILLSHIP on the basis of the tests and trials already made before such discontinuance has occurred.

 
25
 

Any delay of sea trial caused by such unfavorable weather condition shall operate to postpone the Delivery Date by the period of the delay involved and such delay shall be deemed as permissible delay in the delivery of the DRILLSHIP.

3.
How Conducted:

(a)
The sea trial and any other tests and trials as per the Specifications shall be conducted in the manner prescribed in the Specifications, and shall prove full fulfillment of the performance requirements for the trial run as set forth in the Specifications.

(b)
All risk and expenses in connection with the sea trial and any other tests and trials are to be for account of the BUILDER and the BUILDER shall provide, at its own expense, fuel oil, lubes, stores and the necessary crew to comply with conditions of safe navigation.

(c)
Notwithstanding above (b), the BUYER shall provide drilling crews at it's own expense during tests and trials for drilling system. The crews shall perform the tests and trials under the BUILDER'S responsibility and risk and familiarized themselves with the system for the final take over of the Drillship.

4.
Method of Acceptance or Rejection.

(a)
Upon completion of the sea trial, the BUILDER shall give the BUYER a notice by telefax of completion of the trial run, as and if the BUILDER considers that the results of trial run indicate conformity of the DRILLSHIP to this Contract and the Specifications. The BUYER shall, within Five (5) days after receipt of such notice from the BUILDER, notify the BUILDER by telefax of its acceptance or rejection of the DRILLSHIP's conformity to this Contract and Specifications.

(b)
However, if the result of the sea trial is unacceptable, or if the DRILLSHIP, or any part or equipment thereof, (except a defect in the BUYER'S supplies not being the responsibility of the BUILDER) does not conform to the requirements of this Contract and/or the Specifications, or if the BUILDER is in agreement to non­conformity as specified in the BUYER'S notice of rejection, then, the BUILDER shall take necessary steps to correct such non-conformity.

 
26
 

Upon completion of correction of such non-conformity, and re-test or trial if necessary, the BUILDER shall give the BUYER notice thereof by telefax confirmed in writing.

The BUYER shall, within Five (5) days after receipt of such notice from the BUILDER, notify the BUILDER of its acceptance or rejection of the DRILLSHIP.

(c)
In the event that the BUYER rejects the DRILLSHIP, the BUYER shall indicate in detail in its notice of rejection in what respect the DRILLSHIP, or any part or equipment thereof (except a defect in the BUYER'S supplies not the responsibility of the BUILDER) does not conform to this Contract and/or the Specifications.

(d)
In the event that the BUYER fails to notify the BUILDER by telefax confirmed in writing of the acceptance of or the rejection together with the reason therefore of the DRILLSHIP within the period as provided in the above Sub-paragraph (a) or (b), the BUYER shall be deemed to have accepted the trial results and/or the DRILLSHIP, as appropriate.

(e)
Any dispute between the BUILDER and the BUYER as to the conformity or non­conformity of the DRILLSHIP to the requirements of this Contract and/or the Specifications shall be submitted for final decision in accordance with Article XII hereof.

(f)
The BUYER shall not be entitled to refuse acceptance of the DRILLSHIP by reason of any minor or insubstantial non-conformity with this Contract and the Specifications. For the purpose of this Sub-paragraph, a minor or insubstantial non­conformity shall mean a non-conformity that does not impair the safe or efficient operation of the DRILLSHIP and shall exclude any non-conformities affecting compliance with the rules and regulations of the Classification Society and other relevant Regulatory Bodies of the DRILLSHIP as defined in the Specifications. The BUILDER shall remain obliged to correct and/or remedy such minor or insubstantial non-conformities as soon as reasonably possible following delivery of the DRILLSHIP.

5.
Effect of Acceptance:

Acceptance of the DRILLSHIP as above provided shall be final and binding so far as conformity of the DRILLSHIP to this Contract and the Specifications is concerned and

 
27
 

shall preclude the BUYER from refusing formal delivery of the DRILLSHIP as hereinafter provided, if the BUILDER complies with all other procedural requirements for delivery as provided in Article VII hereof. However, the BUYER'S acceptance of the DRILLSHIP shall not affect the BUYER'S rights under Article IX hereof.

6.
Disposition of Surplus Consumable Stores:

Any fuel oil furnished and paid for by the BUILDER for sea trial remaining on board including in systems and pipes of the DRILLSHIP, at the time of acceptance of the DRILLSHIP by the BUYER, shall be bought by the BUYER from the BUILDER at the BUILDER'S purchase price for such supply in Korea and payment by the BUYER thereof shall be made at the time of delivery of the DRILLSHIP.

The BUILDER shall pay the BUYER at the time of delivery of the DRILLSHIP an amount for the consumed quantity during sea trial of any lubricating oil and greases which were furnished and paid for by the BUYER, if any, at the BUYER'S purchase price thereof.


(End of Article)

 
28
 

ARTICLE VII - DELIVERY

1.
Time and Place:

The DRILLSHIP shall be delivered by the BUILDER to the BUYER at the Shipyard on or before December 31, 2010 (unless delays occur in the construction of the DRILLSHIP or in any performance required under this Contract due to causes which under the terms of this Contract permit postponement of the date of delivery, in which event, the aforementioned date for delivery of the DRILLSHIP shall be changed accordingly) or, such earlier date after completion of the DRILLSHIP according to this Contract and the Specifications.

The aforementioned date, or such earlier or later date to which the requirement of delivery is advanced or postponed pursuant to this Contract, is herein called the "Delivery Date".

2.
When and How Effected:

Provided that the BUILDER and the BUYER shall have fulfilled all of their obligations stipulated under this Contract, the delivery of the DRILLSHIP shall be effected forthwith by the concurrent delivery by each of the parties hereto to the other of the PROTOCOL OF DELIVERY AND ACCEPTANCE, acknowledging delivery of the DRILLSHIP by the BUILDER and acceptance thereof by the BUYER.

3.
Documents to be delivered to BUYER:

Upon delivery and acceptance of the DRILLSHIP, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE.

(a)
PROTOCOL OF TRIALS of the DRILLSHIP made pursuant to the Specifications.

(b)
PROTOCOL OF INVENTORY of the equipment of the DRILLSHIP, including spare parts and the like, as specified in the Specifications.

(c)
PROTOCOL OF  STORES  OF CONSUMABLE NATURE referred to under paragraph 6 of Article VI hereof.

 
29
 

(d)
ALL CERTIFICATES including the BUILDER'S CERTIFICATE required to be furnished upon delivery of the DRILLSHIP pursuant to this Contract and the Specifications.

It is agreed that if, through no fault on the part of the BUILDER, the Classification certificates and/or other certificates are not available at the time of delivery of the DRILLSHIP, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued.

Application and certificate for statutory inspections for the registry of the DRILLSHIP shall be arranged by the BUYER at its expense.

(e)
DECLARATION OF WARRANTY of the BUILDER that the DRILLSHIP is delivered to the BUYER free and clear of any liens, charges, claims, mortgages, or other encumbrances upon the BUYER'S title thereto, and in particular that the DRILLSHIP is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by Korean Governmental Authorities or any other Authorities, as well as all liabilities of the BUILDER to its subcontractors, employees and crew, and of all the liabilities arising from the operation of the DRILLSHIP in trial runs, or otherwise, prior to delivery.

(f)
DRAWINGS AND PLANS and any other technical documentation pertaining to the DRILLSHIP as stipulated in the Specifications

(g)
COMMERCIAL INVOICE.

(h)
Bill of Sale to be notarized and apostiled

(i)
Builder's Resolution of Board of Directors to be notarized and apostiled

(j)
Power of Attorney to be notarized and apostiled

(k)
Goodstanding Certificate

(1)
Confirmation by ABS to Malta Maritime Authority

(m)
Builder's Certificate

4.
Tender of DRILLSHIP:

 
If the BUYER fails to take delivery of the DRILLSHIP after completion thereof according to this Contract and the Specifications without any justifiable reason, the
 
30
 
BUILDER shall have the right to tender delivery of the DRILLSHIP after accomplishment of all BUILDER'S obligations as provided herein.

5
Title and Risk:

Title to and risk of loss of the DRILLSHIP shall pass to the BUYER only upon the delivery and acceptance thereof having been completed as stated above; it being expressly understood that, until such delivery is effected, title to and risk of damage to or loss of the DRILLSHIP and her equipment shall be in the BUILDER.

6
Removal of DRILLSHIP:

The BUYER shall take possession of the DRILLSHIP immediately upon delivery and acceptance thereof and shall remove the DRILLSHIP from the premises of the Shipyard within Three (3) days after delivery and acceptance thereof is effected.

If the BUYER shall not remove the DRILLSHIP from the premises of the Shipyard within the aforesaid Three (3) days, in such event, the BUYER shall pay to the BUILDER the reasonable mooring charges of the DRILLSHIP.


(End of Article)

 
31
 

ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)

1.
Causes of Delay (Force Majeure):

If, at any time either the construction or delivery of the DRILLSHIP or any performance  required hereunder as a prerequisite to the delivery thereof is delayed by any of the  following events; namely war, acts of state or government, blockade, revolution,  insurrections, mobilization, civil commotion, riots, strikes, sabotage, lockouts, Acts of  God or the public enemy, plague or other epidemics, quarantines, prolonged failure of  electric current, freight embargoes, or defects in major forgings or castings, if any, or  shortage of materials, machinery or equipment in inability to obtain delivery or delays in  delivery of materials, machinery or equipment other than resulting from any act,  omission or improvidence of the BUILDER or its agents, employees or Subcontractors,  provided that at the time of ordering the same could reasonably be expected by the  BUILDER to be delivered in time, or defects in materials, machinery or equipment  which could not have been detected by the BUILDER using reasonable care, or  earthquakes, tidal waves, typhoons, hurricanes, prolonged or unusually severe weather  conditions or delay in the construction of the BUILDER's other new-building projects in  the same dry-dock due to any such causes as described in this Article which in turn delay  the keel laying and eventual delivery of the DRILLSHIP in view of the Shipyard's  overall building program or the BUILDER'S performance under this Contract, or by  destruction of the premises or works of the BUILDER or its sub-contractors, or of the  DRILLSHIP, or any part thereof, by fire, landslides, flood, lightning, explosion, or other  causes beyond the control of the BUILDER, or its sub-contractors, as the case may be, or  for any other causes which, under terms of this Contract, authorize and permit extension  of the time for delivery of the DRILLSHIP, then, in the event of delays due to the  happening of any of the aforementioned contingencies, the Delivery Date of the  DRILLSHIP under this Contract shall be extended for a period of time which shall not  exceed the total accumulated time of all such delays.

The BUILDER'S entitlement to extension of the Delivery Date due to any of the aforesaid events shall, however, always be subject to the delay, or any part of the delay, not being caused by the BUILDER'S error, neglect, act or omission or that of its agents, employees or Subcontactors, and that the BUILDER having taken all reasonable steps to mitigate the effect of the event upon the Delivery Date.

 
32
 

2
Notice of Delay:

Within Ten (10) days after the date of occurrence of any cause of delay, on account of which the BUILDER claims that it is entitled under this Contract to a postponement of the Delivery Date, the BUILDER shall notify the BUYER in writing or by telefax confirmed in writing of the date when such cause of delay occurred. Likewise, within Ten (10) days after the date of ending of such cause of delay, the BUILDER shall notify the BUYER in writing or by telefax confirmed in writing of the date when such cause of delay ended.

The BUILDER shall also notify promptly the BUYER of the period, by which in their opinion the Delivery Date is postponed by reason of such cause of delay. If the BUILDER does not give the timely advice as above, the BUILDER shall lose the right to claim such delays as permissible delay.

Failure of the BUYER to acknowledge to the BUILDER'S claim for postponement of the Delivery Date within Ten (10) days after receipt by the BUYER of such notice of claim shall be deemed to be a waiver by the BUYER of its right to object to such postponement of the Delivery Date.

3
Definition of Permissible Delay:

Delays on account of such causes as specified in Paragraph 1 of this Article and any other delay of a nature which under the terms of this Contract permits postponement of the Delivery Date shall be understood to be permissible delays and are to be distinguished from unauthorized delays on account of which the Contract Price is subject to adjustment as provided for in Article III hereof.

4
Right to Rescind for Excessive Delay:

If the total accumulated time of all delays claimed by the BUILDER on account of the causes specified in Paragraph 1 of this Article, excluding other delays of the nature which under the terms of this Contract permit postponement of the Delivery Date, amounts to Two Hundred and Ten (210) days or more, then, in such event, the BUYER may rescind this Contract in accordance with the provisions of Article X hereof.

The BUILDER may, at any time after the accumulated time of the aforementioned delays justifying rescission by the BUYER, demand in writing that the BUYER shall

 
33
 

make an election, in which case the BUYER shall, within Fourteen (14) working days after such demand is received by the BUYER either notify the BUILDER of its intention to rescind this Contract, or consent to a postponement of the Delivery Date to an agreed specific future date, which date BUILDER represents to BUYER is the earliest date BUILDER can deliver the DRILLSHIP to BUYER, based on the circumstances then known, it being understood by the parties hereto that if the DRILLSHIP is not delivered by such future date, the BUYER shall have the same right of rescission upon the same terms and conditions as hereinabove provided.


(End of Article)

 
34
 

ARTICLE IX - WARRANTY OF QUALITY

1.
Guarantee:

The BUILDER, for the period of Twelve (12) months after delivery of the DRILLSHIP (hereinafter called "Guarantee Period"), guarantees the DRILLSHIP and her engines, including all parts and equipment manufactured, furnished or installed by the BUILDER or its subcontractors under this Contract, and including the machinery, equipment and appurtenances thereof (including the installation work performed or required to be performed by BUILDER under this Contract for the BUYER supplied or furnished equipment), under the Contract but excluding any item which is supplied or designated by the BUYER or by any other bodies on behalf of the BUYER, against all defects discovered within the Guarantee Period which are due to defective material, design and/or poor workmanship or negligent or other improper acts or omissions on the part of the BUILDER or its subcontractors (hereinafter called the "Defect" or "Defects") and are not a result of accident, ordinary wear and tear, misuse, mismanagement, negligent or other improper acts or omissions or neglect on the part of the BUYER, its employee or agents.

2.
Notice of Defects:

The BUYER shall notify the BUILDER in writing, or by telefax confirmed in writing, of any Defect for which claim is made under this guarantee, as promptly as possible after discovery thereof. The BUYER'S written notice shall describe the nature, cause and extent of the Defects.

The BUILDER shall have no obligation for any Defect discovered prior to the expiry date of the Guarantee Period, unless notice of such Defect is received by the BUILDER not later than Fourteen (14) working days after the expiry of the Guarantee Period.

3.
Remedy of Defects:

 
(a)
The BUILDER shall remedy, at its expense, any Defect against which the DRILLSHIP is guaranteed under this Article, by making all necessary repairs or replacements at the Shipyard.

 
35
 

 
(b)
However, if it is impracticable to bring the DRILLSHIP to the Shipyard, the BUYER may cause the necessary repairs or replacements to be made elsewhere which is deemed suitable for the purpose, provided that, in such event, the BUILDER may forward or supply replacement parts or materials to the nearest airport or port from the DRILLSHIP, unless forwarding or supplying thereof would impair or delay the operation or working schedule of the DRILLSHIP. In the event that the BUYER proposes to cause the necessary repairs or replacements for the DRILLSHIP to be made at any other shipyard or works than the Shipyard, the BUYER shall first, but in all events as soon as possible, give the BUILDER notice in writing or by telefax confirmed in writing of the time and place when and where such repairs will be made, and if the DRILLSHIP is not thereby delayed, or her operation or working schedule is not thereby impaired, the BUILDER shall have the right to verify by its own representative(s) the nature, cause and extent of the Defects complained of. The BUILDER shall, in such case, promptly advise the BUYER by telefax or telex after such examination has been completed, of its acceptance or rejection of the Defects as ones that are covered by the guarantee herein provided. Upon the BUILDER'S acceptance of the Defects as justifying remedy under this Article, or upon award of the arbitration so determining, the BUILDER shall compensate the BUYER for such repairs or replacements a sum equal to the necessary and reasonable cost of making the same repairs or replacements in a competent shipyard at a reasonable location, at the prices prevailing at the time of such repairs or replacements are made. The reimbursement of the cost incurred in relation to guarantee works shall be paid after the repairs or replacements are made but if not made or the costs incurred for each such repair or replacement is below US$ 100,000, such costs shall be paid at the expiration of the guarantee period.

 
(c)
The BUILDER guarantees repairs or replacements to the DRILLSHIP made under the guarantee in paragraph 1 of this Article for a further period of Twelve (12) months from the date of completion of such repair or replacement. In any case, the maximum guarantee period shall not exceed Eighteen (18) months.

 
(d)
In any case, the DRILLSHIP shall be taken, at the BUYER'S cost and responsibility, to the place elected, ready in all respects for such repairs or replacement.

 
(e)
Any dispute under this Article shall be referred to arbitration in accordance with the provisions of Article XII hereof.

 
36
 

4.
Extent of BUILDER'S Responsibility

 
(a)
The BUILDER shall have no responsibility or liability for any other defect whatsoever in the DRILLSHIP than the Defects specified in Paragraph 1 of this Article. Nor the BUILDER shall in any circumstance be responsible or liable for any consequential or special loss, damage or expense including but not limited to loss of time, loss of profit of earning or demurrage directly or indirectly occasioned to the BUYER by reason of the Defects specified in Paragraph 1 of this Article or due to repairs or other works done to the DRILLSHIP to remedy such Defects.

 
(b)
The BUILDER shall not be responsible for any defect in any part of the DRILLSHIP which may, subsequently to delivery of the DRILLSHIP, have been replaced or repaired in any way by any other contractor, or for any defect which have been caused or aggravated by omission or improper use and maintenance of the DRILLSHIP on the part of the BUYER, its servants or agents or by ordinary wear and tear or by any other reason beyond control of the BUILDER.

 
(c)
The guarantee contained as hereinabove in this Article replaces and excludes any other liability, guarantee, warranty and/or condition imposed or implied by the law, customary, statutory or otherwise, by reason of the construction and sale of the DRILLSHIP by the BUILDER for and to the BUYER.


(End of Article)

 
37
 

ARTICLE X - - RESCISSION BY BUYER

1.
Notice:

The payments made by the BUYER prior to delivery of the DRILLSHIP shall be in the nature of advances to the BUILDER, and in the event that the DRILLSHIP is rejected by the BUYER or the Contract is rescinded by the BUYER in accordance with the terms of this Contract under and pursuant to any of the provisions of this Contract specifically permitting the BUYER to do so, then the BUYER shall notify the BUILDER in writing or by telefax confirmed in writing, and such rescission shall be effective as of the date when notice thereof is received by the BUILDER.

2.
Refundment by BUILDER:

In case the BUILDER receives the notice stipulated in Paragraph 1 of this Article, the BUILDER shall promptly refund to the BUYER the full amount of all sums paid by the BUYER to the BUILDER on account of the DRILLSHIP, together with the interest thereon, unless the BUILDER proceeds to the arbitration under the provisions of Article XII  hereof. The BUILDER shall also return any BUYER'S Supplies, or if such cannot be returned, the BUILDER shall pay to the BUYER an amount equal to the BUYER'S costs for such equipment.

In the event of such rescission by the BUYER, the BUILDER shall pay the BUYER interest at the rate of six percent (6%) per annum on the amount required herein to be refunded to the BUYER, computed from the respective dates on which such sums were paid by the BUYER to the BUILDER to the date of remittance by transfer of such refund to the BUYER by the BUILDER, provided, however, that if the said rescission by the BUYER is made under the provisions of Paragraph 4 of Article VIII hereof, then in such event the BUILDER shall pay the BUYER interest at the rate of four and a half percent (4.5%) per annum on the sums refundable.

As security for refund of installments prior to delivery of the DRILLSHIP, the BUILDER shall furnish to BUYER, prior to the due date of the first installment, with an irrevocable letter of guarantee covering the amount of such pre-delivery installments and issued by KEXIM, KDB, or a bank acceptable to the BUYER in favour of the BUYER. Such letter of guarantee shall have substantially the same form and substance as Exhibit "4" annexed hereto.

 
38
 

3.
Discharge of Obligations:

Upon such refund by the BUILDER to the BUYER, all obligations, duties and liabilities of each of the parties hereto to the other under this Contract shall be forthwith completely discharged, without prejudice, however, to any claims either party may have resulting from the other party's breach of any of its obligations under this Contract.


(End of Article)

 
39
 

ARTICLE XI - BUYER'S DEFAULT

1.
Definition of Default:

The BUYER shall be deemed to be in default of its performance of obligations under this Contract in the following cases:

 
(a)
If the first installment is not paid in full by the BUYER within Five (5) banking days in New York after the signing of the Contract and the receipt of original Refundment Guarantee or if any of the second, third or fourth installment is not paid in full by the BUYER to the BUILDER within Three (3) banking days in New York after such installment becomes due and payable as provided in Article II hereof; or

 
(b)
If a performance guarantee by Cardiff Marine Inc. is not presented to the BUILDER within 5 banking days from the Effective Date of this Contract.

 
(c)
If the fifth installment, after adjustment pursuant to the relevant provisions of this Contract, is not paid in full by the BUYER to the BUILDER concurrently with the delivery of the DRILLSHIP as provided in Article II hereof; or

 
(d)
If the BUYER, when the DRILLSHIP is duly tendered for delivery by the BUILDER in accordance with the provisions of this Contract, fails to accept the DRILLSHIP within Five (5) days from the tendered date without any specific and valid ground thereof under this Contract.

2.
Effect of Default on or before Delivery of DRILLSHIP:

 
(a)
Should the BUYER make default in payment of any installment of the Contract Price on or before delivery of the DRILLSHIP, the BUYER shall pay the installment(s) in default plus accrued interest thereon at the rate of six percent (6%) per annum computed from the due date of such installment provided in Paragraph 4 of Article II hereof up to the date when the BUILDER receives the payment, and, for the purpose of Paragraph 1 of Article VII hereof, the Delivery Date of the DRILLSHIP shall be automatically extended by a period of continuance of such default by the BUYER.

In any event of default by the BUYER, the BUYER shall also pay all charges and


 
40
 

expenses incurred to the BUILDER in direct consequence of such default.

 
(b)
If any default by the BUYER continues for a period of Fifteen (15) days, the BUILDER may, at its option, rescind this Contract by giving notice of such effect to the BUYER by telefax confirmed in writing.

Upon dispatch by the BUILDER of such notice of rescission, this Contract shall be forthwith rescinded and terminated. In the event of such rescission of this Contract, the BUILDER shall be entitled to retain any installment or installments already paid by the BUYER to the BUILDER on account of this Contract and the BUYER'S Supplies already delivered to the Shipyard, if any.

3.
Disposal of DRILLSHIP:

 
(a)
In the event that this Contract is rescinded by the BUILDER under the provisions of Paragraph 2(b) of this Article, the BUILDER may, at its sole discretion, either complete the DRILLSHIP and sell the same, or sell the DRILLSHIP in its incomplete state, free of any right or claim of the BUYER. Such sale of the DRILLSHIP by the BUILDER shall be either by public auction or private contract at the BUILDER'S sole discretion and on such terms and conditions as the BUILDER shall deem fit.

 
(b)
In the event of such sale of the DRILLSHIP, the amount of the sale received by the BUILDER shall be applied firstly to all expenses attending such sale or otherwise incurred to the BUILDER as a result of the BUYER'S default, secondly to the payment of all costs and expenses of construction of the DRILLSHIP incurred to the BUILDER less BUYER'S Supplies and the installments already paid by the BUYER, and then to the compensation to the BUILDER for a reasonable cost due to rescission of this Contract, and finally to the repayment to the BUYER if any balance is obtained.

 
(c)
If the proceeds of sale are insufficient to pay such total costs and loss of profit as aforesaid, the BUYER shall promptly pay the deficiency to the BUILDER upon request.


(End of Article)

 
41
 

ARTICLE XII - ARBITRATION

1.
Decision by the Classification Society:

If any dispute arises between the parties hereto in regard to the design and/or construction of the DRILLSHIP, its machinery and equipment, and/or in respect of the materials and/or workmanship thereof and/or thereon, and/or in respect of interpretations of this Contract or the Specifications, the parties may by mutual agreement refer the dispute to the Classification Society or to such other expert as may be mutually agreed between the parties hereto, and whose decision shall be final, conclusive and binding upon the parties hereto.

2.
Proceedings of Arbitration in London UK.:

In the event that the parties hereto do not agree to settle a dispute according to Paragraph 1 of this Article and/or in the event of any other dispute of any kind whatsoever between the parties and relating to this Contract, including any dispute regarding its validity and existence, or its rescission or any stipulation herein, such dispute shall be submitted to arbitration in London.

If the dispute or difference does not exceed the sum of Five Hundred Thousand United States Dollars (US$ 500,000) the arbitration shall be conducted in accordance with the London Maritime Arbitrators Association's Small Claims Procedure current at the time when the arbitration proceedings are commenced.

For disputes of value above Five Hundred Thousand United States Dollars (US$ 500,000) each party shall appoint an arbitrator and in the event that they cannot agree, the two arbitrators so appointed shall appoint an Umpire.

If the two arbitrators are unable to agree upon an Umpire within Twenty (20) days after appointment of the second arbitrator, either of the said two arbitrators may apply to the President for the time being of the London Maritime Arbitrators Association to appoint the Umpire, and the two arbitrators and the Umpire shall constitute the Arbitration Board.

Such arbitration shall be in accordance with and subject to the provisions of the British Arbitration Act 1996, or any statutory modification or re-enactment thereof for the time being in force.

 
42
 

Either party may demand arbitration of any such dispute by giving notice to the other party. Any demand for arbitration by either of the parties hereto shall state the name of the arbitrator appointed by such party and shall also state specifically the question or questions as to which such party is demanding arbitration.

Within Fourteen (14) days after receipt of notice of such demand for arbitration, the other party shall in turn appoint a second arbitrator and give notice in writing of such appointment to the party demanding arbitration. If a party fails to appoint an arbitrator as aforementioned within Fourteen (14) days following receipt of notice of demand for arbitration by the other party, the party failing to appoint an arbitrator shall be deemed to have accepted and appointed, as its own arbitrator, the arbitrator appointed by the party demanding arbitration and the arbitration shall proceed before this sole arbitrator who alone in such event shall constitute the Arbitration Board.

The award of the Arbitration Board shall be final and binding on both parties.

3.
Notice of Award:

The award decision shall immediately be communicated to the BUYER and the BUILDER by facsimile and confirmed in writing.

4.
Expenses:

The Arbitration Board shall determine which party shall bear the expenses of the arbitration or the portion of such expenses that each party shall bear.

5.
Entry in Court:

In case of failure by either party to respect the award of the arbitration, the judgment may be entered in any proper court having jurisdiction thereof.

6.
Alteration of Delivery Date:

In the event of reference to arbitration of any dispute arising out of matters occurring prior to delivery of the DRILLS HIP, the award may include any adjustment of the Delivery Date that the Arbitration Board may deem appropriate.


(End of Article)

 
43
 

ARTICLE XIII - SUCCESSOR AND ASSIGNS

The BUILDER agrees that, prior to delivery of the DRILLSHIP, this Contract may, with the prior written approval of the BUILDER, which the BUILDER shall not unreasonably withhold, be transferred to and the title thereof may be taken by another company.

In the event of any assignment or novation pursuant to the terms of this Contract, the assignee shall succeed to all of the rights and obligations of the assignor under this Contract and the assignor shall remain responsible for the fulfillment of this Contract.

In the event of the assignment or novation from the BUYER to any other individual or company pursuant to this provision, the BUILDER shall be entitled to request issuance of a Performance Guarantee from the BUYER having identical form and contents as Exhibit "5" annexed hereto.

In the event of any resale, assignment or novation of the Contract, any and all matters determined by mutual agreement between the BUYER and the BUILDER prior to the resale, assignment or novation of the Contract shall be accepted and complied by the New BUYER (i.e., assignee). If the New BUYER or its Supervisor makes unreasonable requests that may have a significant impact on the delivery schedule of the DRILLSHIP and/or costs of construction (including, without limitation to, request for substantial change of ship type or excessive revision of design specification, etc.), the BUILDER shall be entitled to withhold its consent to the resale, assignment or novation of the Contract but in such situation the BUILDER may grant at its option consent to such resale, assignment or novation if the New BUYER will bear any and all direct and indirect costs attributable to such requests and changes resulting therefrom.


(End of Article)

 
44
 

ARTICLE XIV - TAXES AND DUTIES

1.
Taxes and Duties Incurred in Korea:

The BUILDER shall bear and pay all taxes, duties, stamps and fees incurred in Korea in connection with execution and/or performance of this Contract as the BUILDER, except for any taxes and duties imposed in Korea upon the BUYER'S Supplies.

2.
Taxes and Duties Incurred Outside Korea:

The BUYER shall bear and pay all taxes, duties, stamps and fees incurred outside Korea in connection with execution and/or performance of this Contract as the BUYER, except for taxes and duties imposed upon those items to be procured by the BUILDER for construction.


(End of Article)

 
45
 

ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC.

1.
Patents:

BUILDER agrees to defend, indemnify and hold BUYER harmless from any liability or claims of infringement of patent rights, utility model rights, trade mark rights or copyrights, or any other intellectual property rights of any third party relating to the construction and supply of the DRILLSHIP.

With regard to the performance of the current Contract, notwithstanding anything to the contrary herein, BUYER shall defend, indemnify and hold BUILDER harmless from any liability or claims of infringement of patent rights, utility model rights, trade mark rights or copyrights, or any other intellectual property rights of any third party related to (i) process supplied by BUYER, (ii) BUYER'S Supplies and (iii) any construction, operation or use of the drilling system.

Except as otherwise provided for in this Contract, nothing contained herein shall be construed as transferring any rights in any patent, trademarks or copyrights utilized in the performance of this Contract.

2.
General Plans, Specifications and Working Drawings:

The BUILDER retains all rights with respect to the Specifications, and plans and working drawings, technical descriptions, calculations, test results and other data, information and documents concerning the design and construction of the DRILLSHIP, and the BUYER undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without the prior written consent of the BUILDER, such consent not to be unreasonably withheld, except where it is necessary for usual operation, repair and maintenance of the DRILLSHIP.


(End of Article)

 
46
 

ARTICLE XVI - BUYER'S SUPPLIES

1.
Responsibility of BUYER:

 
(a)
The BUYER shall, at its own risk, cost and expense, supply and deliver to the BUILDER all of the items to be furnished by the BUYER as specified in the Specifications (herein called the BUYER'S Supplies) at warehouse or other storage of the Shipyard in the complete, proper condition ready for installation in or on the DRILLSHIP, in accordance with the time schedule designated and advised by the BUILDER to the BUYER.

 
(b)
In order to facilitate installation by the BUILDER of the BUYER'S Supplies in or on the DRILLSHIP, the BUYER shall furnish the BUILDER with necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates required by the rules and regulations of the Specifications. If so requested by the BUILDER, the BUYER, without any charge to the BUILDER, shall cause the representatives of the manufacturers of the BUYER'S Supplies to advise the BUILDER in installation thereof in or on the DRILLSHIP.

 
(c)
Any and all of the BUYER'S Supplies shall be subject to the BUILDER'S reasonable right of rejection, as and if they are found to be unsuitable or in improper condition for installation.

 
(d)
A delivery Schedule of the BUYER'S Supplies, if any of such have effect on the BUILDER'S construction of the DRILLSHIP, shall be finalized and settled within one hundred and fifty (150) calendar days from the date of the Contract signing. Should the BUYER fail to deliver any of the BUYER'S Supplies within the time designated, the Delivery Date shall be automatically extended for a period that actually caused the delay in the delivery of the DRILLSHIP.

 
(e)
If delay in delivery of any of the BUYER'S Supplies, having effect on the BUILDER'S construction of the DRILLSHIP, exceeds thirty (30) days, then, the BUILDER shall be entitled to proceed with construction of the DRILLSHIP without installation thereof in or on the DRILLSHIP as hereinabove provided, and the BUYER shall accept and take delivery of the DRILLSHIP so constructed, unless such delay is caused by Force Majeure in which case the provision Paragraph 1(d) of this Article shall apply.

 
47
 

2.
Responsibility of BUILDER:

The BUILDER shall be responsible for storing and handling with reasonable care of the BUYER'S Supplies after delivery thereof at the Shipyard, and shall, at its own cost and expense, install them in or on the DRILLSHIP, unless otherwise provided herein or agreed by the parties hereto, provided, always, that the BUILDER shall not be responsible for quality, efficiency and/or performance of any of the BUYER'S Supplies.

It will be the BUILDER'S responsibility to the BUYER to: (i) if applicable, assemble the BUYER'S Supplies; (ii) test the BUYER'S Supplies as necessary or appropriate; (iii) install the BUYER'S Supplies on the DRILLSHIP, in modules, as required, or otherwise as required, and to integrate the BUYER'S Supplies into the overall designed system of the DRILLSHIP. In no event will BUILDER charge any additional cost for any of the above. The BUILDER will perform above works under guidance of BUYER and the Vendors representative when required. Any rework involved due to no fault of the BUILDER shall be to BUYER'S cost and responsibility.

3.
Title:

Title to the BUYER'S Supplies shall at all times remain with the BUYER during the Contract; however, the BUILDER shall have the risk of loss of or damage to such BUYER'S Supplies from the time set out in subparagraph 1(a) of this Article until delivery of the DRILLSHIP.


(End of Article)

 
48
 

ARTICLE XVII - INSURANCE

1.
Extent of Insurance Coverage:

From the time of the keel-laying until delivery of the DRILLSHIP, the BUILDER shall, at its own cost and expense fully insure the DRILLSHIP and all machinery, materials and equipment delivered to the Shipyard for the DRILLSHIP, including BUYER'S Supplies, built into or installed in or upon the DRILLSHIP against all risks under the "Institute Clauses for Builder's Risks" with first class insurance company or underwriters in Korea. From the time of the first arrival of the BUYER'S Supplies in Korea until delivery of the DRILLSHIP, the BUILDER shall keep the BUYER'S Supplies fully insured with the aforementioned insurance companies or underwriters to cover BUILDER'S Risk.

The BUILDER shall promptly furnish the BUILDER with certified copies in the English language of the insurance policies taken out.

2.
Application of the Recovered Amounts:

In the event that the DRILLSHIP shall be damaged from any insured cause at any time before delivery of the DRILLSHIP, and in the further event that such damage shall not constitute an actual or constructive total loss of the DRILLSHIP, the amount received in respect of the insurance shall be applied by the BUILDER in repair of such damage, satisfactory to the Classification Society and its requirements, and the BUYER shall accept the DRILLSHIP under this Contract if completed in accordance with this Contract and the Specifications, however, subject to the extension of delivery time under Article VIII hereof (except in case of negligence of the BUILDER).

Should the DRILLSHIP from any cause become an actual or constructive total loss, the BUILDER shall by the mutual agreement between the parties hereto, either:

 
(a)
Proceed in accordance with the terms of this Contract, in which case the amount received in respect of the insurance shall be applied to the construction and repair of damage of the DRILLSHIP, provided the parties hereto shall have first agreed thereto in writing and to such reasonable extension of delivery time as may be necessary for the completion of such reconstruction and repair; or

 
49
 

 
(b)
Refund promptly to the BUYER the full amount of all sums paid by the BUYER to the BUILDER as installments in advance of delivery of the DRILLSHIP, and deliver to the BUYER all BUYER'S Supplies (or the insurance proceeds paid with respect thereto), in which case this Contract shall be deemed to be automatically terminated and shall be deemed rescinded for purposes of Article X hereof and all rights, duties, liabilities and obligations of each of the parties to the other shall forthwith cease and terminate.

If the parties fail to reach such agreement within Sixty (60) days after the DRILLSHIP is determined to be an actual or constructive total loss, the provisions of sub-paragraph 2 (b) as above shall apply.

3.
Termination of BUILDER'S Obligation to Insure:

The BUILDER shall be under no obligation to insure the DRILLSHIP hereunder after delivery thereof and acceptance by the BUYER.


(End of Article)

 
50
 

ARTICLE XVIII - NOTICE

1.
Address:

Any and all notices and communications in connection with this Contract shall be addressed as follows:

To the BUYER:
Drillship Hydra Owners Inc. c/o Cardiff Marine Inc.
80 Kifissias Avenue,
GR-151 25 Amaroussion,
Greece
Fax no.  (+30)210 8090205
 
E-mail:
finance@cardiff.gr for the attention of Mr. Aristidis Ioannidis
newbuildings@cardiff.gr for the attention of Mr. George Kourelis

To the BUILDER:
Samsung Heavy Industries Co., Ltd.
34th Floor, Samsung Life Insurance Seocho Tower 1321-15,
Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857
Seoul, Korea 135-080
Facsimile No.: (+82) 2 3458 7369
Telphone No.: (+82) 2 3458 73137
E-mail: harris.lee@samsung.com

or preferably to its Geoje Yard:

Samsung Heavy Industries Co., Ltd.
P.O. Box Gohyun 9
530, Jangpyung-ri, Sinhyun-up,
Geoje-city, Gyungnam, Korea
Facsimile No.: (+82 55 630 6070)

2.
Language:

Any and all notices and communications in connection with this Contract shall be written in the English language.

 
51
 

3.
Effective Date of Notice:

The notice in connection with this Contract shall become effective from the date when such notice is received by the BUYER or by the BUILDER except otherwise described in the Contract.


(End of Article)

 
52
 

ARTICLE XIX - EFFECTIVE DATE OF CONTRACT

This Contract shall become effective upon signing by the parties hereto.


(End of Article)

 
53
 

ARTICLE XX - INTERPRETATION

1.
Laws Applicable:

The parties hereto agree that the validity and the interpretation of this Contract and of each Article and part thereof shall be governed by the laws of England.

2.
Discrepancies:

All general language or requirements embodied in the Specifications are intended to amplify, explain and implement the requirements of this Contract. However, in the event that any language or requirements so embodied permit an interpretation inconsistent with any provision of this Contract, then, in each and every such event, the applicable provisions of this Contract shall prevail and govern. In the event of conflict between the Specifications and Plans, the Specifications shall prevail and govern.

3.
Entire Agreement:

This Contract contains the entire agreement and understanding between the parties hereto and supersedes all prior negotiations, representations, undertakings and agreements on any subject matter of this Contract.

4.
Amendments and Supplements:

Any supplement, memorandum of understanding or amendment, whatsoever form it may be relating to this Contract, to be made and signed among parties hereof after signing this Contract, shall be the integral part of this Contract and shall be predominant over the respective corresponding Article and/or Paragraph of this Contract.


(End of Article)

 
54
 

ARTICLE XXI - CONFIDENTIALITY

BUILDER and BUYER agree that the terms and conditions of this Contract shall remain confidential and neither party shall disclose any such terms and conditions of this Contract to any third party without first obtaining the prior written consent of the other, provided however, that either party shall be entitled to disclose any or all of the terms and conditions of the Contract to the extent it is necessary to do so to implement, effectuate and comply with the terms of the Contract or to otherwise exercise any right or discharge any obligation that party may have pursuant to this Contract or any laws, rules and regulations.


(End of Article)

 
55
 

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

BUYER:
  
BUILDER:
     
For and on behalf of the BUYER:
  
For and on behalf of the BUILDER:
DRILLSHIP HYDRA OWNERS INC.
  
SAMSUNG HEAVY INDUSTRIES CO., LTD
     
/s/ George Economou
  
/s/J.W. Kim
By: Mr. George Economou
  
By: Mr. J.W. Kim
Title: Authorized Signatory
  
Title: President & CEO
     
     
WITNESSED BY
  
WITNESSED BY
     
/s/ Aristidis Ioannidis
  
/s/ H.Y. Lee
By: Mr. Aristidis Ioannidis
  
By: H.Y. Lee
Title: General Manager of Cardiff Marine Inc.
  
Title: Chief Marketing Officer

 
56
 

EXHIBIT "1"   VESSEL SPECIFICATION

The Vessel Specification of this Contract for HN.1837 shall be based on AFC(Approved For Construction) Drawings and Specifications of HN.1674 as of the date of this Contract signing including all amendments, additions, deletions and variations (identified by italic boldic characters which shall prevail the Specification of HN.1674) incorporated into the Specification (Doc. No. SP07146.FS02 of September 14th, 2007) and Manufacturer List (Doc. No. SPO7146.ML02 of September 14th 2007)

 
57
 

EXHIBIT "2"  TOPSIDE SPECIFICATION

The Topside Specification of this Contract for HN.1837 shall be based on AFC (Approved for Construction) Drawings and Specifications of HN. 1674 as of the date of this Contract signing including all amendments, additions, deletions and variations incorporated into the Specification (Doc. No. SP07146.FS01 of September 14th, 2007).

 
58
 

EXHIBIT "3"   DELIVERY AND CONSTRUCTION SCHEDULE
 
 
 
 
Drillng Package Dsivery (DES Geoje)
 
2008-11-01
Bulk tanks. Pumps for reserve & waste
 
2009-12-01
Equipment in the Mud Process. Subsea Control & Mud Module
 
2008-12-01
BOP & Diverter Control System
 
2010-01-01
Equipment on Drillfloor, Catwalks, Utility winches
 
2010-02-15
Derrick & Derrick Component, Hoists, Riser Tensioners, BOP Teststump
 
2010-04-15
BOP/X-mas tree skidding system, Guidance system, LIR,
 
2010-06-15
Knuckle boom Cranes, BOP Cranes, Loose Equipment
 
2010-10-15
BOP
 
2010-11-15
Riser System

 
59
 

EXHIBIT "4"  LETTER OF REFUNDMENT GUARANTEE NO.

Gentlemen:

We hereby open our irrevocable letter of guarantee No. in favor of Drillship Hydra Owners Inc. (hereinafter called the "BUYER") for account of Samsung Heavy Industries, Seoul, Korea as follows in consideration of the Drillship contract dated 17th September 2007 (hereinafter called the "Contract") made by and among the BUYER and Samsung Heavy Industries Co., Ltd. (hereinafter called the "BUILDER") for the construction of one (1) Drillship composed of hull part and topside part, having BUILDER'S Hull No. 1837 (hereinafter called the "DRILLSHIP").

If in connection with the terms of the Contract the BUYER shall become entitled to a refund of the advance payments) made to the BUILDER prior to the delivery of the DRILLSHIP, we hereby irrevocably guarantee as primary obligor and not merely as surety the repayment of the same to the BUYER immediately on demand USD 91,105,500 (Say United States Dollars Ninety One Million One Hundred Five Thousand Five Hundred only) together with interest thereon at the rate of six percent (6%) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund.

The amount of this guarantee will be automatically increased, not more than three (3) times, upon BUILDER'S receipt of the respective installment: each time by the amount of instalment of USD 91,105,500, USD 91,105,500 and USD 91,105,500 respectively, plus interest thereon as provided in the Contract, but in any eventuality the amount of this guarantee shall not exceed the total sum of USD 364,422,000 (Say United States Dollars Three Hundred Sixty Four Million Four Hundred Twenty Two Thousand only) plus interest thereon at the rate of six per cent (6%) per annum from the date following the date of BUILDER'S receipt of each installment to the date of remittance by telegraphic transfer of the refund.

In case any refund is made to you by the BUILDER or by us under this guarantee, our liability hereunder shall be automatically reduced by the amount of such refund.

In the event of cancellation of the Contract being based on delays due to force majeure or other causes beyond the control of the BUILDER, as required by Article X of the Contract, interest shall be paid at the rate of Four and a half percent (4.5%) per annum from the date of following

 
60
 

the date of Builder's receipt of each installment to the date of remittance by telegraphic transfer of the refund.

This letter of guarantee is available against BUYER'S simple receipt and signed statement certifying that BUYER'S demand for refund has been made in conformity with Article X of the Contract and the BUILDER has failed to make the refund within Thirty (30) days after your demand to the BUILDER. Refund shall be made to you by telegraphic transfer in United States Dollars in freely transferable funds and free and clear of and without deduction for and on account of any set off, counterclaim or present or future tax, levy, impost, duty, charge, fee or other withholding of any nature whatsoever imposed and by whomsoever on yourselves. In the event we are required by law to make any deduction or withholding from any payment to be made by it pursuant to this letter of guarantee, we will pay to you whatever additional amount (after taking into account any additional taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, you receive a net sum equal to the sum which you would have received had no deduction or withholding been made.

This letter of guarantee shall expire and become null and void upon receipt by the BUYER of the sum guaranteed hereby or upon acceptance by the BUYER of delivery of the DRILLSHIP in accordance with the terms of the Contract and, in either case, this letter of guarantee shall be returned to us. This guarantee is valid from the date of this letter of guarantee until delivery or in the event of delayed delivery until such time as the DRILLSHIP is delivered by the BUILDER to the BUYER in accordance with the terms of the Contract.

Notwithstanding the provisions hereinabove, in case we receive notification from you or the BUILDER confirmed by the Arbitration Board stating that your claim to cancel the Contract or your claim for refundment thereunder has been disputed and referred to Arbitration in accordance with the provisions of the Contract, the period of validity of this guarantee shall be extended until Sixty (60) days after the final award shall be rendered in the Arbitration and a copy thereof acknowledged by the Arbitration Board. In such case, this guarantee shall not be available unless and until such acknowledged copy of the final award in the Arbitration justifying your claim is presented to us.

This guarantee shall not be affected by any extension of time or concession granted by the BUYER to the BUILDER or any delay or failure of the BUYER in enforcing its rights under the Contract.

 
61
 

The BUYER shall have the right to assign this guarantee and all of its benefits to any assignee to whom the Contract is assigned.

This guarantee shall be governed by the laws of England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England. If we receive written or telefaxed notice from you or the BUILDER that there exists an arbitration between you and BUILDER or that you have made a formal demand of us under this Letter of Guarantee we shall within thirty (30) days of receipt of such notice irrevocably appoint an agent for service of process in respect of any proceedings in England and notify you of such appointment and undertake that, throughout the terms of this Letter of Guarantee, we will retain such agent in England for such purposes. If we fail to make such appointment and/or give such notification within thirty (30) day period we hereby appoint and be deemed to have appointed the London branch of our bank currently at 1st Floor, Boston House 63-64 New Broad Street, London EC2M 1JJ United Kingdom.

Any notice or demand under this Letter of Guarantee required to be given by yourselves to us shall be addressed to us as follows:
Address: 16-1, Yoido-Dong, Yeongdeungpo-Gu, Seoul 150-996 Korea
Tel:+82-2-3779-6318
Fax: +82-2-3779-6745

 
Very truly yours,
   
 
The Export-Import Bank of Korea

 
62
 

EXHIBIT "5"       PERFORMANCE GUARANTEE

Messrs.
Samsung Heavy Industries Co., Ltd.
34th Floor, Samsung Life Insurance Seocho Tower
1324-15, Seocho-Dong, Seocho-Gu,
Seoul, Republic of Korea 137-857

In consideration of the assignment of a certain shipbuilding contract dated September 17th 2007 (hereinafter called the "Contract") by us to (hereinafter called the "BUYER"), for the construction of one (1) Drillship having your Hull No. 1837(hereinafter called the "Drillship") providing among other things for payment of the Contract Price amounting to United States Dollars Six Hundred Seven Million Three Hundred Seventy Thousand (US$ 607,370,000);

We, the undersigned, hereby irrevocably and unconditionally guarantee to you, your successors, and assigns the due and faithful performance by the BUYER of its all liabilities and responsibilities under the Contract and any supplement, amendment, change or modification hereafter made thereto, including but not limited to, due and prompt payment of the Contract Price by the BUYER to you, your successors, and assigns under the Contract and any supplement, amendment, change or modification as aforesaid (hereby expressly waiving notice of any such supplement, amendment, change or modification as may be agreed to by the BUYER and confirming that this guarantee shall be fully applicable to the Contract as so supplemented, amended, changed or modified).

This Performance Guarantee shall be governed by the laws of England.

GUARANTOR : CARDIFF MARINE INC.
BY:
TITLE :
WITNESS :

 
63
 

EXHIBIT "6"       OPTIONAL ITEMS

No
Items
Amount
1.1
Dual Drilling (Aux Rig):
a)   Travelling block
b)   Retractable dolly
c)   Elevated backup tong
d)   Drawworks
e)   Drill line & Reel
f)   Deadline Anchor
g)   Top drive h) Mud standpipes manifold
i)   Cement standpipe manifold
US$ 13,750,000
1.2
False rotary table in Aux well centre
US$ 750,000
2
Personnel elevator in the Derrick
US$ 952,000
3
Additional 3,000 ft of Riser
US$ 15,000,000
4
7th Shale shaker
U$ 425,000
5
Cutting dryer / Modification of conveyors
US$ 1,060,000

Details for the above optional items are included in the Drillship Specification (Doc. No. SP07146.FS01 and Doc. No. SP07146.FS02 of September 14th 2007)
 
 
64 
EX-10.3 6 d927958_ex10-3.htm d927958_ex10-3.htm
EXHIBIT 10.3
 

CONTRACT
 
 
FOR
 
 
CONSTRUCTION AND SALE
 
OF
 
A DRILLSHIP
 
(HULL NO. 1838)
 
 
BETWEEN
 
 
DRILLSHIP PAROS OWNERS INC.
 
 
AND
 
 
SAMSUNG HEAVY INDUSTRIES CO., LTD.

 
 
 

INDEX
 
   
PAGE
     
ARTICLE I - DESCRIPTION AND CLASS
6
 
1.  Description:
6
 
2.  Dimensions and Characteristics:
6
 
3.  The Classification, Rules and Regulations:
7
 
4.  HSE Analysis, studies and assessments
7
 
5.  Subcontracting
8
 
6.  Registration:
8
ARTICLE II - CONTRACT PRICE AND TERMS OF PAYMENT
9
 
1.  Contract Price:
9
 
2.  Adjustment of Contract Price:
9
 
3.  Currency:
9
 
4.  Terms of Payment:
9
 
5.  Method of Payment:
11
 
6.  Notice of Payment before Delivery:
11
 
7.  Expenses:
11
 
8.  Prepayment:
12
ARTICLE III - ADJUSTMENT OF CONTRACT PRICE
13
 
1.  Delivery:
13
 
2.  Speed:
14
 
3.  Fuel Consumption for the Diesel Generator Prime Drivers:
15
 
4.  Variable Load Capacity:
15
 
5.  Effect of Rescission:
16
ARTICLE IV - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION
17
 
1.  Approval of Plans and Drawings:
17
 
2.  Appointment of BUYER'S Supervisor:
17
 
3.  Inspection by the Supervisor:
18
 
4.  Facilities:
19
 
5.  Liability of BUILDER:
19
 
6.  Responsibility of BUYER:
20
 
7.  Delivery and Construction Schedule:
21
ARTICLE V - MODIFICATIONS, CHANGES AND EXTRAS
22
 
1.  How Effected:
22
 
2.  Changes in Rules of Classification Society, Regulations, etc.:
23
 
3.  Substitution of Materials:
24
ARTICLE VI - TRIALS AND ACCEPTANCE
25

 
2
 
 
 
1.  Notice:
25
 
2.  Weather Condition:
25
 
3.  How Conducted:
26
 
4.  Method of Acceptance or Rejection
26
 
5.  Effect of Acceptance:
27
 
6.  Disposition of Surplus Consumable Stores:
28
ARTICLE VII – DELIVERY
29
 
1.  Time and Place:
29
 
2.  When and How Effected:
29
 
3.  Documents to be delivered to BUYER:
29
 
4.  Tender of DRILLSHIP:
30
 
5.  Title and Risk:
31
 
6.  Removal of DRILLSHIP:
31
ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)
32
 
1.  Causes of Delay (Force Majeure):
32
 
2.  Notice of Delay:
33
 
3.  Definition of Permissible Delay:
33
 
4.  Right to Rescind for Excessive Delay:
33
ARTICLE IX - WARRANTY OF QUALITY
35
 
1.  Guarantee:
35
 
2.  Notice of Defects:
35
 
3.  Remedy of Defects:
35
 
4.  Extent of BUILDER's Responsibility
37
ARTICLE X - RESCISSION BY BUYER
38
 
1.  Notice:
38
 
2.  Refundment by BUILDER:
38
 
3.  Discharge of Obligations:
39
ARTICLE XI - BUYER'S DEFAULT
40
 
1.  Definition of Default:
40
 
2.  Effect of Default on or before Delivery of DRILLSHIP:
40
 
3.  Disposal of DRILLSHIP:
41
ARTICLE XII – ARBITRATION
42
 
1.  Decision by the Classification Society:
42
 
2.  Proceedings of Arbitration in London UK:
42
 
3.  Notice of Award:
43
 
4.  Expenses:
43
 
5.  Entry in Court:
43
 
6.  Alteration of Delivery Date:
43

 
3
 
 
ARTICLE XIII - SUCCESSOR AND ASSIGNS
44
ARTICLE XIV - TAXES AND DUTIES
45
 
1.  Taxes and Duties Incurred in Korea:
45
 
2.  Taxes and Duties Incurred Outside Korea:
45
ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC
46
 
1.  Patents:
46
 
2.  General Plans, Specifications and Working Drawings:
46
ARTICLE XVI - BUYER'S SUPPLIES
47
 
1.  Responsibility of BUYER:
47
 
2.  Responsibility of BUILDER:
48
 
3.  Title:
48
ARTICLE XVII – INSURANCE
49
 
1.  Extent of Insurance Coverage:
49
 
2.  Application of the Recovered Amounts:
49
 
3.  Termination of BUILDER'S Obligation to Insure:
50
ARTICLE XVIII – NOTICE
51
 
1.  Address:
51
 
2.  Language:
51
 
3.  Effective Date of Notice:
52
ARTICLE XIX - EFFECTIVE DATE OF CONTRACT
53
ARTICLE XX – INTERPRETATION
54
 
1.  Laws Applicable:
54
 
2.  Discrepancies:
54
 
3.  Entire Agreement:
54
 
4.  Amendments and Supplements:
54
ARTICLE XXI – CONFIDENTIALITY
55
EXHIBIT "1"   VESSEL SPECIFICATION
57
EXHIBIT "2"   TOPSIDE SPECIFICATION
58
EXHIBIT "3"   DELIVERY AND CONSTRUCTION SCHEDULE
59
EXHIBIT "4"   LETTER OF REFUNDMENT GUARANTEE NO
60
EXHIBIT "5"   PERFORMANCE GUARANTEE
63
EXHIBIT "6"   OPTIONAL ITEMS
64

 
4
 

This Contract, made and entered into on this 17 day of September 2007 by and between DRILLSHIP PAROS OWNERS INC., a corporation incorporated and existing under the laws of Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the "BUYER"), on the one part and SAMSUNG HEAVY INDUSTRIES CO., LTD., a corporation incorporated and existing under the laws of the Republic of Korea and having its registered office at 34th Floor, Samsung Life Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857 (hereinafter called the "BUILDER"), on the other part.


WITNESSETH:


In consideration of the mutual covenants herein contained, the BUILDER acknowledges that the Contract is a turn key contract for the construction and sale of a drillship constructed and tested out to be fully ready to drill and fully functioning in accordance with and subject to the terms and conditions of this Contract and Specifications and the BUILDER agrees as described in the Specifications to design, construct, build, launch, equip, test and complete One (1) Drillship composed of a hull part as described in the specification attached hereto as Exhibit "1" of this Contract (hereinafter referred to as the "VESSEL") and topside part as described in the specification attached hereto as Exhibit "2" of this Contract (hereinafter referred to as "TOPSIDE") (the VESSEL and TOPSIDE being hereinafter collectively referred to as the "DRILLSHIP") and in accordance with the Delivery and Construction Schedule attached hereto as Exhibit "3" (said Exhibits 1 through 3 (including all amendments, additions, deletions and variations incorporated into the Specifications for HN. 1674 up to the Effective Date of this Contract) being hereinafter collectively called the "Specifications") which Specifications have been initialed by representatives of the parties hereto for identification and which Specifications hereby are each incorporated herein by reference hereto and made an integral part of this Contract, at the BUILDER'S shipyard located in Geoje Island, Korea (hereinafter referred to as the "Shipyard") and to deliver and sell the same to the BUYER, and the BUYER hereby agrees to purchase and accept delivery of the DRILLSHIP from the BUILDER, upon the terms and conditions hereinafter set forth.

 
5
 

ARTICLE I - - DESCRIPTION AND CLASS

1.
Description:

The DRILLSHIP, having the BUILDER'S Hull No. 1838, shall be designed, constructed, built, launched, equipped, tested, completed and delivered in accordance with the provisions of this Contract, and the Specifications. To the extent not defined in the Specifications, the DRILLSHIP's construction is to meet the first-class international shipbuilding and construction standards and practices, including without limitation such standards and practices relating to BUILDER'S Quality Assurance Programs.

2.
Dimensions and Characteristics:

Length, overall
Max. 228 meters
Length, between perpendiculars
abt. 219.4 meters
Breadth, moulded
abt. 42 meters
Depth, moulded
abt. 19 meters
Scantling draft, moulded
abt. 13 meters

Speed, guaranteed: The trial speed shall not be less than 12.0 knots on the transit draught of 8.5 meters and at total thruster motor output of 28,700 KW.

Guaranteed Fuel Consumption, Diesel Generator Prime Drivers (in relation to each engine): The fuel consumption shall be not more than the engine manufacturers' nominal fuel consumption plus five percent (5) % with engine driven pumps at manufacturer's shop trial, burning marine diesel having the lower calorific value of 10,200 kCal/kg, at 85% MCR under the environment condition of ISO 3046/1-1986 specified in the Specifications.

Guaranteed Variable Load Capacity: The variable load capacity of the DRILLSHIP will be not less than 20,000 metric tons for drilling and survival conditions without extended well test oil on board as specified in the Specifications.
 
The details of the aforementioned particulars, as well as the definitions and the methods of measurements and calculations shall be as indicated in the Specifications.

 
6
 

3.
The Classification, Rules and Regulations:

The DRILLSHIP, including its machinery, equipment and outfittings shall be constructed and classified in accordance with the rules and regulations (the editions and amendments thereto being in force) as of the signing date of this Contract and under special survey of American Bureau of Shipping (hereinafter called the "Classification Society"), and shall be distinguished in the register by the symbol of *A1 (D, "Drilling Unit", *AMS, *ACCU, *DPS-3, NBLES, SH-DLA, *CDS.

Decisions of the Classification Society as to compliance or non-compliance with the classification rules and regulations shall be final and binding upon both parties hereto. Details of its notation shall be in accordance with the Specifications.

The DRILLSHIP shall also comply with the rules, regulations and requirements of the regulatory bodies as described and listed in the Specifications.

The DRILLSHIP will be built and delivered (i) in accordance with the terms of this Contract and the Specifications, (ii) in full compliance and certification to and with the IMO MODU code with amendments, (iii) in full compliance with the regulations, provisions, and requirements included in the Specifications, (iv) in full compliance with the requirements of the Classification Society so as to be classed with the Classification Society as a MODU, and (v) so that the DRILLSHIP will be approved to operate in the United States Gulf of Mexico/the Outer Continental Shelf of the United States, the waters outside West Africa, Central Africa, South Africa, South America, South East Asia, UK, Australia, South Atlantic and in the Mediterranean. The BUILDER will take all action necessary, and remedy at its cost and expense, any deficiency that constitutes a failure to comply with the above requirements.

All fees and charges incidental to the Classification Society and in respect to compliance with the above referred rules, regulations and requirements, as well as all DRILLSHIP design fees and/or royalties (except any royalties for the BUYER'S Supplies), shall be for account of the BUILDER.

4.
HSE Analysis, studies and assessments

The BUYER shall perform HSE Analysis, studies and assessments such as HAZID's, Risk Analysis, HAZOP's, Readability and Vulnerability analysis, Working Environment assessment of the DRILLSHIP.

 
7
 

If the finding of such HSE Analysis, studies and assessments demand changes to the design, layout and construction of the DRILLSHIP to make the DRILLSHIP meet the requirements of the Contract, then the BUILDER shall implement such changes in accordance with the findings.

Should the findings lead the BUYER to request changes to the Contract then a Variation Order shall be in accordance with Article V.

The BUILDER shall be responsible for obtaining the Classification Society's approval of all required plans and drawings of the DRILLSHIP.

5.
Subcontracting

The BUILDER may, at its sole discretion and responsibility, subcontract any portion of the construction work of the DRILLSHIP, provided that the work is carried out at a reputable yard in Korea or at the BUILDER'S wholly owned subsidiaries at Ningbo and Rongcheng in China, where the aggregate value of the works or services to be subcontracted equals or is below Five million five hundred thousand United States Dollars (US$ 5,500,000) but if exceeding such value the BUILDER shall obtain in writing the prior approval of the BUYER (whose approval shall not be unreasonably withheld), but any subcontracting shall always be subject to the condition that the BUILDER shall ensure that the rights of the BUYER and the requirements in the Contract are satisfied and provided for in such work. The BUILDER shall not be relieved from any of its obligations and liabilities under the Contract and shall be responsible for all work, acts, omissions and defaults of any subcontractors as fully as if they were the work, acts, omissions or defaults of the BUILDER.

6.
Registration:

The DRILLSHIP, at the time of its delivery and acceptance, shall be registered at the port of registry by the BUYER under the Malta flag at the BUYER'S expenses.


(End of Article)

 
8
 

ARTICLE II - CONTRACT PRICE AND TERMS OF PAYMENT

1.
Contract Price:

The Contract price of the DRILLSHIP, net receivable by the BUILDER and exclusive of the BUYER'S Supplies (as defined in Paragraph 1 of Article XVI hereof) is Six Hundred Seven Million Three Hundred Seventy Thousand United States Dollars (US$ 607,370,000) (hereinafter referred to as the "Contract Price"). The Contract Price shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract.

2.
Adjustment of Contract Price:

Increase or decrease of the Contract Price, if any, due to adjustments thereof made in accordance with the provisions of this Contract shall be adjusted by way of addition to or subtraction from the Contract Price upon delivery of the DRILLSHIP in the manner as hereinafter provided at article III.

The BUYER has the right to exercise the purchase the option as per Exhibit "6" within 3 months after the date of the signing contract. Should the BUYER exercise one of the options, the payment terms of the exercised option items shall be same with that of the Contract, provided that the amount of the first installment shall be paid at the same time of the second installment is due, and the BUILDER will reissue a Refundment Guarantee covering full amount of the adjusted Contract Price to replace the old Refundment Guarantee.

3.
Currency:

Any and all payments by the BUYER to the BUILDER, or vice versa if any, which are due under this Contract shall be made in United States Dollars.

4.
Terms of Payment:

The Contract Price shall be due and payable by the BUYER to the BUILDER in the installments as follows:

(a)
First Installment:

 
9
 

The First Installment amounting to Ninety One Million One Hundred Five Thousand Five Hundred United States Dollars (15%, US$ 91,105,500), less the amount of Five Million United States Dollars (US$ 5,000,000) already paid by the BUYER to the BUILDER as Commitment Fee, making the net sum for this first installment Eighty Six Million One Hundred Five Thousand Five Hundred United States Dollars (US$ 86,105,500) shall be due and payable within five (5) banking days after the receipt of the original Refundment Guarantee.

(b)
Second Installment:
The Second Installment amounting to Ninety One Million One Hundred Five Thousand Five Hundred United States Dollars (15%, US$ 91,105,500) shall be due and payable within three (3) banking days six months after the Effective Date of the Contract upon receipt of the BUILDER'S invoice therefore.

(c)
Third Installment:
The Third Installment amounting to Ninety One Million One Hundred Five Thousand Five Hundred United States Dollars (15%, US$ 91,105,500) shall be due and payable within three (3) banking days from the receipt of the BUILDER'S invoice and a telefax notice from the BUILDER, countersigned by the classification surveyor, certifying that steel cutting for the Drillship has commence but not earlier than 19 months after the second installment.

(d)
Fourth Installment:
The Fourth Installment amounting to Ninety One Million One Hundred Five Thousand Five Hundred United States Dollars (15%, US$ 91,105,500) shall be due and payable within three (3) banking days from the the receipt of the BUILDER'S invoice and a telefax notice from the Builder, countersigned by the classification surveyor, certifying that keel laying for the DRILLSHIP has commenced but not earlier than 4 months after the third installment.

(e)
Fifth Installment:
The Fifth Installment amounting to Two Hundred and Forty Two Million Nine Hundred Forty Eight Thousand United States Dollars (40%, US$ 242,948,000) plus or minus any adjustment of the Contract Price under and pursuant to the provisions of this Contract, shall be due and payable upon delivery of the DRILLSHIP or upon tender for delivery of the DRILLSHIP referred to in Paragraph 4 of Article VII of this Contract.

 
10
 

5.
Method of Payment:

(a)
First Installment:
Within five (5) banking days after the receipt of the original Refundment Guarantee, the BUYER shall remit by telegraphic transfer the first installment to the account to be specified in advance in writing by the BUILDER.

(b)
Second, Third and Fourth Installments:
Upon the due date of the second, third and fourth installments, in accordance with Article II, 4 (b), (c) and (d) as appropriate, the BUYER shall remit by telegraphic transfer each of the respective installments to the account to be specified in advance in writing by the BUILDER.

(c)
Fifth Installment:
At least three (3) banking days prior to the anticipated delivery date of the DRILLSHIP, the BUYER shall remit by telegraphic transfer the fifth installment to the bank specified in advance in writing by the BUILDER in the name of the BUYER'S bank with instructions of the amount so remitted to be payable to the BUILDER against a copy of PROTOCOL OF DELIVERY and ACCEPTANCE OF THE DRILLSHIP signed by the BUYER and the BUILDER.

Simultaneously with each of all such payment, the BUYER shall cause the BUYER'S BANK to advise the BUILDER'S BANK of the details of such payments by authenticated bank cable or telefax.

No payment due under this Contract shall be delayed, suspended or withheld by the BUYER on account of any dispute or disagreement between the parties hereto. Any claim that the BUYER may have against the BUILDER hereunder shall be settled and liquidated separately from any payment by the BUYER to the BUILDER hereunder.

6.
Notice of Payment before Delivery:

With the exception of the first installment, the BUILDER shall give the BUYER Ten (10) banking days prior notice in writing or telefax or telex of the anticipated due date and amount of each installment payable on or before delivery of the DRILLSHIP.

7.
Expenses:

 
11
 

Expenses and bank charges for remitting payments and any taxes, duties, expenses and fees referred to in paragraph 2 of Article XIV of this Contract connected with such payment shall be for account of the BUYER.

8.
Prepayment:

Prepayment of any installment due on or before delivery of the DRILLSHIP shall be subject to mutual agreement between the parties hereto.


(End of Article)

 
12
 

ARTICLE III - ADJUSTMENT OF CONTRACT PRICE

The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

1.
Delivery:

(a)
No adjustment shall be made and the Contract Price shall remain unchanged for the first 30 days of delay in delivery of the DRILLSHIP beyond the Delivery Date as defined in Article VII hereof (ending as of twelve o'clock midnight of the 31st day of delay).

(b)
If the delivery of the DRILLSHIP is delayed more than 30 days after the Delivery Date, then, in such event, beginning at twelve o'clock midnight of the 31st day after the Delivery Date, the Contract Price shall be reduced by the sum of Hundred and twenty thousand United States Dollars (US$ 120,000) for each full day for which thereafter delivery is delayed.

However, the total reduction in the Contract Price pursuant to this Paragraph (b) shall not be more than as would be the case for a delay of 180 days counting from midnight of the 31st day after the Delivery Date at the above specified rate of reduction.

(c)
However, if the delay in delivery of the DRILLSHIP should continue for a period of 210 days from the Delivery Date in Paragraph 1 of Article VII, then in such event, and after such period has expired, the BUYER may, at its option, rescind this Contract in accordance with the provisions of Article X hereof.

The BUILDER may, at any time after the expiration of the aforementioned 210 days of delay in delivery, if the BUYER has not served notice of rescission as provided in Article X hereof, demand in writing that the BUYER shall make an election, in which case the BUYER shall, within Twenty (20) days after such demand is received by the BUYER, notify the BUILDER of its intention either to rescind this Contract or to consent to the acceptance of the DRILLSHIP at a specified future date which date BUILDER represents to BUYER is the earliest date BUILDER can deliver the DRILLSHIP to BUYER under this Contract, based on the circumstances then known. If the BUYER shall not make an election within Twenty (20) days as

 
13
 

provided hereinabove, the BUYER shall be deemed to have accepted such extension of the delivery date to the future delivery date indicated by the BUILDER and it being understood by the parties hereto that if the DRILLSHIP is not delivered by such specified date, the BUYER shall have the same right of rescission upon the same terms and conditions as hereinabove provided.

(d)
If, at the time of actual delivery the BUYER has entered into an unconditional charter contract providing for the immediate deployment of the DRILLSHIP to provide services in return for the payment of cash consideration upon delivery of the DRILLSHIP (the "Delivery Contract"), and, should Delivery occur before twelve o'clock midnight on the Delivery Date and the third party accepts to take such early delivery under the Delivery Contract, then in such event, the final installment of the Contract Price shall be increased by the sum of Seventy five thousand United States Dollars (US$ 75,000) for each full day of early delivery, beginning at the time of actual delivery of the DRILLSHIP until twelve o'clock midnight on March 31, 2011, provided that the aggregate increases to the Contract Price for early delivery of the DRILLSHIP shall not exceed Three million United States Dollars (US$ 3,000,000) (the "Bonus").

(e)
For the purpose of this Article, the delivery of the DRILLSHIP shall be deemed to be delayed when and if the DRILLSHIP, after taking into account all postponements of the Delivery Date by reason of permissible delay as defined in Article VIII and/or any other reason under this Contract, is not delivered by the date upon which delivery is required under the terms of this Contract.

2.
Speed

(a)
The Contract Price shall not be affected or changed by reason of the trial speed (as determined according to the Specifications) being less than the guaranteed speed, if such variation is not more than 0.5 knots.

(b)
However, commencing with and including such deficiency of 0.5 knots in trial speed below the guaranteed speed of the DRILLSHIP, the Contract Price shall be reduced by Eighty thousand United States Dollars (US$ 80,000) for each 0.1 knot below the guaranteed speed.

(c)
If the deficiency in the speed upon final sea trial is more than one (1) knot below the guaranteed speed of the DRILLSHIP, then the BUYER may, at its option, reject the

 
14
 

DRILLSHIP and rescind this Contract in accordance with the provisions of Article X hereof, or may accept the DRILLSHIP at a reduction in the Contract Price at a rate of One Hundred Thousand United States Dollars (U$ 100,000) for each 0.1 knot below 11.5 knots.

3.
Fuel Consumption for the Diesel Generator Prime Drivers:

(a)
The Contract Price shall not be affected or changed in case the actual fuel consumption for each engine, as determined by the shop trial as specified in the Specifications, is not more than one percent (1%) in excess of the Guaranteed Fuel Consumption specified in Paragraph 3 of Article I.

(b)
However, in the event that the actual fuel consumption of any engine at the shop trial is in excess of one percent (1%) of the Guaranteed Fuel Consumption, the Contract Price shall be reduced by the sum of Forty thousand United States Dollars (US$ 40,000) for each one percent (1%) per engine by which the actual fuel consumption of any engine exceeds the Guaranteed Fuel Consumption plus One percent (1%).

(c)
The BUYER has an option to reject the DRILLSHIP and rescind the Contract in accordance with the provisions of Paragraphs 2, 3 and 4 of Article X -RESCISSION BY BUYER hereof in the event the actual fuel consumption of any engine is more than five percent (5%) in excess of the Guaranteed Fuel Consumption.

4.
Variable Load Capacity:

(a)
In the event that the actual Variable Load Capacity of the DRILLSHIP is more than 500 metric tons below the Guaranteed Variable Deck Load Capacity of the DRILLSHIP, then the Contract Price shall be reduced by Four thousand United States Dollars (US$ 4,000) per each metric ton of the shortfall below 19,500 metric tons.

(b)
In the event that the actual Variable Load Capacity of the DRILLSHIP is more than 1,500 metric tons below the Guaranteed Variable Load Capacity of the DRILLSHIP, then the BUYER may at its option reject the DRILLSHIP and rescind the Contract in accordance with the provisions of Paragraphs 2, 3 and 4 of Article X -

 
15
 

RESCISSION BY BUYER hereof or accept the DRILLSHIP at a reduction in the Contract Price of Four million United States Dollars (US$ 4,000,000).

5.
Effect of Rescission:

It is expressly understood and agreed by the parties that in any case, if the BUYER rescinds this Contract under this Article, the BUYER shall not be entitled to any liquidated damages, or any other recourse unless by means of the provisions of Article X hereof.


(End of Article)

 
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ARTICLE IV - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION

1.
Approval of Plans and Drawings:

Approved plans and drawings of the BUILDER's UN. 1674 (including all amendments, additions, deletions and variations incorporated into the Specification up to the date of this Contract signing) shall be deemed to be approved by the BUYER and shall be applied to the Drillship. The BUILDER shall be exempted from the approval of the BUYER for the plans and drawings in accordance with the Specifications. All plans and drawings, which are modified by the BUILDER shall, however, be subject to approval by the BUYER in accordance with Article V.

2.
Appointment of BUYER'S Supervisor:

The BUYER may send to and maintain at the Shipyard, at the BUYER'S own cost and expense, one supervisor (herein called the "Supervisor") who shall be duly authorized in writing by the BUYER, which authorization shall be described in a separate letter to be sent to the BUILDER prior to the Supervisor's arrival, to act on behalf of the BUYER in connection with the modifications of the Specifications, adjustments of the Contract Price and Delivery Date in writing, approval of the plans and drawings, attendance to the tests and inspections relating to the DRILLSHIP, its machinery, equipment and outfittings, and any other matters for which he is specifically authorized by the BUYER. The Supervisor may appoint assistant(s) to attend at the Shipyard for the purposes as aforesaid. In the event that assignment, novation or resale occurs under the Article XIII and as a result, BUYER'S Supervisor is changed during the construction of the DRILLSHIP, any and all matters determined by mutual agreement between the BUYER'S Supervisor and the BUILDER prior to the dispatch of a new Supervisor shall be accepted and complied by the new Supervisor. In case two or more Supervisors are dispatched to the Shipyard and authorized to perform the supervision, each of them will form uniform opinions between them to keep the design and specifications so as not to adversely affect the Contract Price and Delivery of the DRILLSHIP. In the event of any additional costs attributable to dispatch of two or more Supervisors due to resale, novation, charter or any other occurrence otherwise resulting from the BUYER side, such costs shall be solely borne by the BUYER and the BUYER shall reimburse and hold harmless the BUILDER from any such costs and expenses.

 
17
 

3.
Inspection by the Supervisor:

The necessary inspections of the DRILLSHIP, its machinery, equipment and outfittings shall be carried out by the Classification Society, other regulatory bodies and/or the Supervisor throughout the entire period of construction in order to ensure that the design, construction, building, launching, equipping, testing and completion of the DRILLSHIP is duly performed in accordance with the Contract and the Specifications.

The BUILDER shall give a written notice to the Supervisors reasonably in advance of the date and place of tests and inspections for the convenience of their attendance. Failure of the Supervisors to be present at such tests and inspections after due notice to them as above provided, shall be deemed to be a waiver of their right to be present. In such cases, the BUYER shall be obliged to accept the results of such tests and inspections on the basis of the BUILDER'S certificate subject to acceptance by the Classification Society.

Whether or not the Supervisors have been present, the BUILDER shall promptly deliver to the BUYER or the Supervisors a copy of the results of all tests and inspections.

For tests or inspections outside the Shipyard sufficient advance notice to allow for the Supervisor to arrange transportation shall be given. This advance notice should not be less than three (3) days for tests or inspection that require air travel for attendance.

The inspection schedule must be reasonable at all times in order to allow the Supervisor to carry out their duties properly and inspections must be spread over reasonable time, but in follow building schedule at the same rate.

BUILDER may request BUYER'S Supervisor to attend the inspection and tests during public holidays and weekends and/or Company holidays in order to keep BUILDER'S construction schedule. BUYER'S Supervisor shall fully cooperate with BUILDER and promptly attend such inspection/tests including those for surface preparation and painting work, which are especially vulnerable to weather condition and time interval. However, BUILDER shall keep such inspection and tests to a minimum and only when the inspection and tests affect BUILDER'S construction schedule. The BUILDER'S prior notice of such inspection/test schedule shall be informed to the BUYER'S Supervisor one (1) day in advance as a minimum.

 
18
 

If any of the BUYER'S Supervisors discover any construction, material or workmanship which is not deemed to conform to the requirements of this Contract and/or the Specifications, the BUYER'S Supervisors shall promptly give the BUILDER a notice in writing that such alleged non-conformity exists. Upon receipt of such notice from the BUYER'S Supervisor, the BUILDER shall correct such non-conformity, if the BUILDER agrees to his view. Any disagreement shall be resolved in accordance with Paragraph 1 of Article XII and shall to the extent possible not prevent the progress of the construction and the timely delivery of the DRILLSHIP.

If, following such disagreement, the Classification Society or the arbitrator enters a determination in favor of the BUYER, then in such case the BUILDER shall immediately correct such non-conformity subject to Article VI 4. (b). If the Classification Society or the arbitrator enters a determination in favor of the BUILDER, then the time for delivery of the DRILLSHIP shall be extended for the period of any actual delay in construction, if any, occasioned by such proceedings (but not by any time by which the period is extended owing to the BUILDER'S own default), and the BUYER shall pay the BUILDER interest at the rate of five percent (5%) per annum on the outstanding Instalments of the Contract Price for the said period of delay.

In working hours during construction of the DRILLSHIP until delivery thereof, the BUYER'S Supervisors shall, subject to the reasonable requirements of the Shipyard's work program and safety control, be permitted free and ready access to the DRILLSHIP, her machinery and equipment, and to any other place where work on the DRILLSHIP is being done, or materials are being processed or stored in connection with the construction of the DRILLSHIP, including the yards, workshops, stores and offices of the BUILDER, and the premises of subcontractors of the BUILDER, who are doing work or storing materials in connection with the DRILLSHIP's construction.

4.
Facilities:

The BUILDER shall furnish the Supervisor and his assistants) with adequate office space and such other reasonable facilities according to the BUILDER'S practice at or in the immediate vicinity of the Shipyard as may be necessary to enable them to effectively carry out their duties. The BUYER shall pay for all such facilities other than office space at the BUILDER'S normal rate of charge.

5.
Liability of BUILDER:

 
19
 

The BUILDER agrees to fully protect, defend, indemnify and hold BUYER harmless from and against all liabilities, obligations, claims or actions for personal injury or death arising out of performance by BUILDER or BUYER of their obligations hereunder prior to the acceptance by BUYER of the DRILLSHIP, and asserted by or on behalf of,

(i)
any employee, agent, contractor, or subcontractor of BUILDER,        or
(ii)
any employee of any agent, contractor, or subcontractor of BUILDER, regardless of the basis of such claims and even if such claims should arise out of the sole or concurrent fault or negligence of BUYER, or any employee, agent, contractor or subcontractor of BUYER.

Similarly, the BUYER agrees to fully protect, defend, indemnify and hold BUILDER harmless from and against all liabilities, obligations, claims or actions for personal injury or death arising out of performance by BUILDER or BUYER of their obligations hereunder prior to the acceptance by BUYER of the DRILLSHIP, and asserted by or on behalf of,
(i)
any employee, agent, contractor, or subcontractor of BUYER,
or
(ii)
any employee of any agent, contractor, or subcontractor of BUYER, regardless of the basis of such claims and even if such claims should arise out of the sole or concurrent fault or negligence of BUILDER, or any employee, agent or subcontractor of BUILDER.

6.
Responsibility of BUYER:

The BUYER shall undertake and assure that the Supervisor shall carry out his duties hereunder in accordance with the normal shipbuilding practice of the BUILDER, which BUILDER represents and confirms is in all material respects in accordance with normal shipbuilding practice and in such a way so as to avoid any unnecessary increase in building cost, delay in the construction of the DRILLSHIP, and/or any disturbance in the construction schedule of the BUILDER.

The BUILDER has the right to request the BUYER to replace the Supervisor who is deemed unsuitable and unsatisfactory for the proper progress of the DRILLSHIP's design, construction, building, launching, equipping, and completion. The BUYER shall investigate the situation by sending its representative(s) to the Shipyard if necessary, and if the BUYER considers that such BUILDER'S request is justified, the BUYER shall effect such replacement as soon as conveniently possible.

 
20
 

7.
Delivery and Construction Schedule:

Attached hereto as Exhibit "3" is a tentative Delivery and Construction Schedule, and within one hundred and eighty (180) days after the date of this Contract, BUILDER shall deliver or cause to be delivered to BUYER a final Delivery and Construction Schedule (herein, as from time to time amended with notice to the BUYER, referred to as the "Schedule"), prepared in reasonable detailed schedule and setting forth the estimated time table for the design, construction, building, launching, equipping, testing and completion of the DRILLSHIP, it being understood that the Schedule may be used by BUYER for purposes of verifying and measuring the progress being made under the terms of this Contract. In the event the actual progress of the construction of the DRILLSHIP is lagging behind the Schedule, the BUILDER shall issue a recovery plan to overcome such lagging so that the planned Delivery Date shall not be affected.

During the course of performance of this Contract the BUILDER shall submit to the BUYER on a monthly basis;

a)
a status report on the DRILLSHIP's construction as compared with the Schedule;

b)
a report setting out the actual progress in performance of this Contract during the previous month as compared with the Schedule, including monthly progress photographs illustrating the progress of the construction;

c)
a list of modifications or changes (if any) agreed during the previous month;

d)
a document register showing the status of document preparation and planned and actual completion of documents.


(End of Article)

 
21
 

ARTICLE V - - MODIFICATIONS, CHANGES AND EXTRAS

1.
How Effected:

The Specifications may be modified and/or changed by written agreement of the parties, however, that any modifications and/or changes requested by the BUYER or an accumulation of such modifications and/or changes will not adversely affect the BUILDER'S planning or program in relation to the BUILDER'S other commitments and if the BUYER shall assent to adjustment of the Contract Price, time for delivery of the DRILLSHIP, other terms and conditions of this Contract and the Specifications occasioned by or resulting from such modifications and/or changes. The BUILDER hereby agrees to exert its best efforts to accommodate such reasonable request by the BUYER so that the said changes and/or modifications may be made at a reasonable cost and within the shortest period of time that is reasonably possible.

Any such agreement for modifications and/or changes shall include an agreement as to the increase or decrease, if any, in the Contract Price of the DRILLSHIP together with an agreement as to any extension or reduction in the time of delivery, or any other alterations in this Contract or the Specifications occasioned by such modifications and/or changes.

The aforementioned agreement to modify and/or change the Specifications may be effected by an exchange of letters signed by the authorized representatives of the parties hereto, or telefax confirmed in writing, manifesting such agreement. Such letters and confirmed message exchanged by the parties hereto pursuant to the foregoing shall constitute an amendment of the Specifications, and such letters and message shall be incorporated into this Contract and made a part hereof.

The failure of the parties to agree on the increase or decrease in the Contract Price, or extension or reduction in the time of delivery, if any, for any modifications or changes requested by the BUYER shall not prevent the BUILDER from performing any agreed work so as not to prevent the proper progress of the DRILLSHIP's design, construction, building, launching, equipping, testing and completion, but shall be dealt with in accordance with Article XII.

 
22
 

The BUILDER may make minor changes to the Specifications, if found necessary for introduction of improved production methods or otherwise, provided that the BUILDER shall first obtain the BUYER'S approval that shall not be unreasonably withheld.

2.
Changes in Rules of Classification Society, Regulations, etc.:

If, after the Effective Date of this Contract, any requirements as to Classification Society, or as to the rules and regulations to which the construction of the DRILLSHIP is required to conform, are altered or changed by the Classification Society or regulatory bodies authorized to make such alterations or changes, either of the parties hereto, upon receipt of information thereof, shall transmit such information in full to the other party in writing within fourteen (14) days after receipt of the said information and thereafter the BUYER shall instruct the BUILDER in writing if such alterations or changes shall be made in the DRILLSHIP or not, in the BUYER'S sole discretion.

(a)
However, if such alterations or changes are compulsory for the construction of DRILLSHIP, the BUILDER shall incorporate such alterations or changes into the construction of the DRILLSHIP, provided that the parties shall agree on any increase or decrease in the Contract Price, extension or reduction in time of delivery of the DRILLSHIP and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such alterations or changes.

(b)
If such alterations or changes are not compulsory for the construction of the DRILLSHIP, but the BUYER desires to incorporate such alterations or changes into the construction of the DRILLSHIP, then the BUYER shall notify the BUILDER in writing of such intention within fourteen (14) days after receipt of the said information. The BUILDER shall accept such alterations or changes, provided that the parties shall agree on any increase or decrease in the Contract Price, extension or reduction in time of delivery of the DRILLSHIP and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such alterations or changes.

Such agreement of the BUYER shall be effected in the same manner as provided in Paragraph 1 of this Article for modifications and/or changes of the Specifications. The failure of the parties to agree on the increase or decrease in the Contract Price, or extension or reduction in the time of delivery, if any, for any modifications or changes requested by the BUYER shall not prevent the BUILDER from performing any agreed work so as not to prevent the proper progress of the DRILLSHIP's design, construction,

 
23
 

building, launching, equipping, testing and completion, but shall be dealt with in accordance with Article XII.

3.
Substitution of Materials:

In the event that any of the materials required by the Specifications or otherwise under this Contract for the construction of the DRILLSHIP can not be procured in time to effect timely delivery of the DRILLSHIP, or are in short supply, (other than as the result of any neglect or omission on the part of the BUILDER) the BUILDER may, provided the BUYER so agrees in writing, supply other materials and equipment of the best available and like quality, capable of meeting the requirements of the Classification Society and of the rules, regulations, requirements and recommendations with which the construction of the DRILLSHIP must comply. Any agreement as to such substitution of materials shall be effected in the manner as provided in Paragraph 1 of this Article, and shall, likewise, include decrease or increase in the Contract Price and other terms and conditions of this Contract affected by such substitution.


(End of Article)

 
24
 

ARTICLE VI - TRIALS AND ACCEPTANCE

1.
Notice:

The sea trial shall start when the DRILLSHIP is reasonably completed in all material respects according to the Specifications, and otherwise any and all tests or trials shall be performed and notified as per the Specifications.

The BUILDER shall give the BUYER at least Thirty (30) days estimated prior notice and seven (7) days confirming prior notice in writing or by telefax confirmed in writing of the time and place of the sea trial of the DRILLSHIP, and the BUYER shall promptly acknowledge receipt of such notice. The BUYER shall have its representative and his assistants) on board the DRILLSHIP to witness such sea trial.

Failure in attendance of the BUYER'S representative at the sea trial of the DRILLSHIP for any reason whatsoever after due notice to the BUYER as above provided shall be deemed to be a waiver by the BUYER of its right to have its representative on board the DRILLSHIP at the sea trial, and the BUILDER may conduct the sea trial without attendance of the BUYER'S representative, and in such case the BUYER shall be obligated to accept the DRILLSHIP on the basis of certificates of the Classification Society and a certificate of the BUILDER stating that the DRILLSHIP, upon sea trial, is found to conform to this Contract and the Specifications.

2.
Weather Condition:

The sea trial and any other tests and trials of the DRILLSHIP as per the Specifications shall be carried out under the weather condition that is deemed favorable enough by the judgment of both the BUYER and the BUILDER and as per the Specifications. In the event of unfavorable weather on the date specified for the sea trial or other tests and trials as per the Specifications, the same shall take place on the first available day thereafter that the weather condition permits. It is agreed that, if during the sea trial or other tests and trials of the DRILLSHIP as per the Specifications, the weather should suddenly become so unfavorable that orderly conduct of the test or trial can no longer be continued, the test or trial shall be discontinued and postponed until the first favorable day next following, unless the BUYER shall assent in writing to acceptance of the DRILLSHIP on the basis of the tests and trials already made before such discontinuance has occurred.

 
25
 

Any delay of sea trial caused by such unfavorable weather condition shall operate to postpone the Delivery Date by the period of the delay involved and such delay shall be deemed as permissible delay in the delivery of the DRILLSHIP.

3.
How Conducted:

(a)
The sea trial and any other tests and trials as per the Specifications shall be conducted in the manner prescribed in the Specifications, and shall prove full fulfillment of the performance requirements for the trial run as set forth in the Specifications.

(b)
All risk and expenses in connection with the sea trial and any other tests and trials are to be for account of the BUILDER and the BUILDER shall provide, at its own expense, fuel oil, lubes, stores and the necessary crew to comply with conditions of safe navigation.

(c)
Notwithstanding above (b), the BUYER shall provide drilling crews at it's own expense during tests and trials for drilling system. The crews shall perform the tests and trials under the BUILDER's responsibility and risk and familiarized themselves with the system for the final take over of the Drillship.

4.
Method of Acceptance or Rejection.

(a)
Upon completion of the sea trial, the BUILDER shall give the BUYER a notice by telefax of completion of the trial run, as and if the BUILDER considers that the results of trial run indicate conformity of the DRILLSHIP to this Contract and the Specifications. The BUYER shall, within Five (5) days after receipt of such notice from the BUILDER, notify the BUILDER by telefax of its acceptance or rejection of the DRILLSHIP's conformity to this Contract and Specifications.

(b)
However, if the result of the sea trial is unacceptable, or if the DRILLSHIP, or any part or equipment thereof, (except a defect in the BUYER'S supplies not being the responsibility of the BUILDER) does not conform to the requirements of this Contract and/or the Specifications, or if the BUILDER is in agreement to nonconformity as specified in the BUYER'S notice of rejection, then, the BUILDER shall take necessary steps to correct such non-conformity.

 
26
 

Upon completion of correction of such non-conformity, and re-test or trial if necessary, the BUILDER shall give the BUYER notice thereof by telefax confirmed in writing.

The BUYER shall, within Five (5) days after receipt of such notice from the BUILDER, notify the BUILDER of its acceptance or rejection of the DRILLSHIP.

(c)
In the event that the BUYER rejects the DRILLSHIP, the BUYER shall indicate in detail in its notice of rejection in what respect the DRILLSHIP, or any part or equipment thereof (except a defect in the BUYER'S supplies not the responsibility of the BUILDER) does not conform to this Contract and/or the Specifications.

(d)
In the event that the BUYER fails to notify the BUILDER by telefax confirmed in writing of the acceptance of or the rejection together with the reason therefore of the DRILLSHIP within the period as provided in the above Sub-paragraph (a) or (b), the BUYER shall be deemed to have accepted the trial results and/or the DRILLSHIP, as appropriate.

(e)
Any dispute between the BUILDER and the BUYER as to the conformity or nonconformity of the DRILLSHIP to the requirements of this Contract and/or the Specifications shall be submitted for final decision in accordance with Article XII hereof.

(f)
The BUYER shall not be entitled to refuse acceptance of the DRILLSHIP by reason of any minor or insubstantial non-conformity with this Contract and the Specifications. For the purpose of this Sub-paragraph, a minor or insubstantial nonconformity shall mean a non-conformity that does not impair the safe or efficient operation of the DRILLSHIP and shall exclude any non-conformities affecting compliance with the rules and regulations of the Classification Society and other relevant Regulatory Bodies of the DRILLSHIP as defined in the Specifications. The BUILDER shall remain obliged to correct and/or remedy such minor or insubstantial non-conformities as soon as reasonably possible following delivery of the DRILLSHIP.

5.
Effect of Acceptance:

Acceptance of the DRILLSHIP as above provided shall be final and binding so far as conformity of the DRILLSHIP to this Contract and the Specifications is concerned and

 
27
 

shall preclude the BUYER from refusing formal delivery of the DRILLSHIP as hereinafter provided, if the BUILDER complies with all other procedural requirements for delivery as provided in Article VII hereof. However, the BUYER'S acceptance of the DRILLSHIP shall not affect the BUYER'S rights under Article IX hereof.

6.
Disposition of Surplus Consumable Stores:

Any fuel oil furnished and paid for by the BUILDER for sea trial remaining on board including in systems and pipes of the DRILLSHIP, at the time of acceptance of the DRILLSHIP by the BUYER, shall be bought by the BUYER from the BUILDER at the BUILDER'S purchase price for such supply in Korea and payment by the BUYER thereof shall be made at the time of delivery of the DRILLSHIP.

The BUILDER shall pay the BUYER at the time of delivery of the DRILLSHIP an amount for the consumed quantity during sea trial of any lubricating oil and greases which were furnished and paid for by the BUYER, if any, at the BUYER'S purchase price thereof.
 

(End of Article)

 
28
 

ARTICLE VII - DELIVERY

1.
Time and Place:

The DRILLSHIP shall be delivered by the BUILDER to the BUYER at the Shipyard on or before March 31, 2011 (unless delays occur in the construction of the DRILLSHIP or in any performance required under this Contract due to causes which under the terms of this Contract permit postponement of the date of delivery, in which event, the aforementioned date for delivery of the DRILLSHIP shall be changed accordingly) or, such earlier date after completion of the DRILLSHIP according to this Contract and the Specifications.

The aforementioned date, or such earlier or later date to which the requirement of delivery is advanced or postponed pursuant to this Contract, is herein called the "Delivery Date".

2.
When and How Effected:

Provided that the BUILDER and the BUYER shall have fulfilled all of their obligations stipulated under this Contract, the delivery of the DRILLSHIP shall be effected forthwith by the concurrent delivery by each of the parties hereto to the other of the PROTOCOL OF DELIVERY AND ACCEPTANCE, acknowledging delivery of the DRILLSHIP by the BUILDER and acceptance thereof by the BUYER.

3.
Documents to be delivered to BUYER:

Upon delivery and acceptance of the DRILLSHIP, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE.

(a)
PROTOCOL OF TRIALS of the DRILLSHIP made pursuant to the Specifications.

(b)
PROTOCOL OF INVENTORY of the equipment of the DRILLSHIP, including spare parts and the like, as specified in the Specifications.

(c)
PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under paragraph 6 of Article VI hereof.

 
29
 

(d)
ALL CERTIFICATES including the BUILDER'S CERTIFICATE required to be furnished upon delivery of the DRILLSHIP pursuant to this Contract and the Specifications.

It is agreed that if, through no fault on the part of the BUILDER, the Classification certificates and/or other certificates are not available at the time of delivery of the DRILLSHIP, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued.

Application and certificate for statutory inspections for the registry of the DRILLSHIP shall be arranged by the BUYER at its expense.

 
(e)
DECLARATION OF WARRANTY of the BUILDER that the DRILLSHIP is delivered to the BUYER free and clear of any liens, charges, claims, mortgages, or other encumbrances upon the BUYER'S title thereto, and in particular that the DRILLSHIP is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by Korean Governmental Authorities or any other Authorities, as well as all liabilities of the BUILDER to its subcontractors, employees and crew, and of all the liabilities arising from the operation of the DRILLSHIP in trial runs, or otherwise, prior to delivery.

(f)
DRAWINGS AND PLANS and any other technical documentation pertaining to the DRILLSHIP as stipulated in the Specifications

(g)
COMMERCIAL INVOICE.
(h)
Bill of Sale to be notarized and apostiled
(i)
Builder's Resolution of Board of Directors to be notarized and apostiled
(j)
Power of Attorney to be notarized and apostiled
(k)
Goodstanding Certificate
(1)
Confirmation by ABS to Malta Maritime Authority
(m)
Builder's Certificate

4.
Tender of DRILLSHIP:

If the BUYER fails to take delivery of the DRILLSHIP after completion thereof according to this Contract and the Specifications without any justifiable reason, the
 
30
 
BUILDER shall have the right to tender delivery of the DRILLSHIP after accomplishment of all BUILDER'S obligations as provided herein.

5.
Title and Risk:

Title to and risk of loss of the DRILLSHIP shall pass to the BUYER only upon the delivery and acceptance thereof having been completed as stated above; it being expressly understood that, until such delivery is effected, title to and risk of damage to or loss of the DRILLSHIP and her equipment shall be in the BUILDER.

6.
Removal of DRILLSHIP:

The BUYER shall take possession of the DRILLSHIP immediately upon delivery and acceptance thereof and shall remove the DRILLSHIP from the premises of the Shipyard within Three (3) days after delivery and acceptance thereof is effected.

If the BUYER shall not remove the DRILLSHIP from the premises of the Shipyard within the aforesaid Three (3) days, in such event, the BUYER shall pay to the BUILDER the reasonable mooring charges of the DRILLSHIP.


(End of Article)

 
31
 

ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)

1.
Causes of Delay (Force Majeure):

If, at any time either the construction or delivery of the DRILLSHIP or any performance required hereunder as a prerequisite to the delivery thereof is delayed by any of the following events; namely war, acts of state or government, blockade, revolution, insurrections, mobilization, civil commotion, riots, strikes, sabotage, lockouts, Acts of God or the public enemy, plague or other epidemics, quarantines, prolonged failure of electric current, freight embargoes, or defects in major forgings or castings, if any, or shortage of materials, machinery or equipment in inability to obtain delivery or delays in delivery of materials, machinery or equipment other than resulting from any act, omission or improvidence of the BUILDER or its agents, employees or Subcontractors, provided that at the time of ordering the same could reasonably be expected by the BUILDER to be delivered in time, or defects in materials, machinery or equipment which could not have been detected by the BUILDER using reasonable care, or earthquakes, tidal waves, typhoons, hurricanes, prolonged or unusually severe weather conditions or delay in the construction of the BUILDER'S other new-building projects in the same dry-dock due to any such causes as described in this Article which in turn delay the keel laying and eventual delivery of the DRILLSHIP in view of the Shipyard's overall building program or the BUILDER'S performance under this Contract, or by destruction of the premises or works of the BUILDER or its sub-contractors, or of the DRILLSHIP, or any part thereof, by fire, landslides, flood, lightning, explosion, or other causes beyond the control of the BUILDER, or its sub-contractors, as the case may be, or for any other causes which, under terms of this Contract, authorize and permit extension of the time for delivery of the DRILLSHIP, then, in the event of delays due to the happening of any of the aforementioned contingencies, the Delivery Date of the DRILLSHIP under this Contract shall be extended for a period of time which shall not exceed the total accumulated time of all such delays.

The BUILDER'S entitlement to extension of the Delivery Date due to any of the aforesaid events shall, however, always be subject to the delay, or any part of the delay, not being caused by the BUILDER'S error, neglect, act or omission or that of its agents, employees or Subcontactors, and that the BUILDER having taken all reasonable steps to mitigate the effect of the event upon the Delivery Date.

 
32
 

2.
Notice of Delay:

Within Ten (10) days after the date of occurrence of any cause of delay, on account of which the BUILDER claims that it is entitled under this Contract to a postponement of the Delivery Date, the BUILDER shall notify the BUYER in writing or by telefax confirmed in writing of the date when such cause of delay occurred. Likewise, within Ten (10) days after the date of ending of such cause of delay, the BUILDER shall notify the BUYER in writing or by telefax confirmed in writing of the date when such cause of delay ended.

The BUILDER shall also notify promptly the BUYER of the period, by which in their opinion the Delivery Date is postponed by reason of such cause of delay. If the BUILDER does not give the timely advice as above, the BUILDER shall lose the right to claim such delays as permissible delay.

Failure of the BUYER to acknowledge to the BUILDER'S claim for postponement of the Delivery Date within Ten (10) days after receipt by the BUYER of such notice of claim shall be deemed to be a waiver by the BUYER of its right to object to such postponement of the Delivery Date.

3.
Definition of Permissible Delay:

Delays on account of such causes as specified in Paragraph 1 of this Article and any other delay of a nature which under the terms of this Contract permits postponement of the Delivery Date shall be understood to be permissible delays and are to be distinguished from unauthorized delays on account of which the Contract Price is subject to adjustment as provided for in Article III hereof.

4.
Right to Rescind for Excessive Delay:

If the total accumulated time of all delays claimed by the BUILDER on account of the causes specified in Paragraph 1 of this Article, excluding other delays of the nature which under the terms of this Contract permit postponement of the Delivery Date, amounts to Two Hundred and Ten (210) days or more, then, in such event, the BUYER may rescind this Contract in accordance with the provisions of Article X hereof.

The BUILDER may, at any time after the accumulated time of the aforementioned delays justifying rescission by the BUYER, demand in writing that the BUYER shall

 
33
 

make an election, in which case the BUYER shall, within Fourteen (14) working days after such demand is received by the BUYER either notify the BUILDER of its intention to rescind this Contract, or consent to a postponement of the Delivery Date to an agreed specific future date, which date BUILDER represents to BUYER is the earliest date BUILDER can deliver the DRILLSHIP to BUYER, based on the circumstances then known, it being understood by the parties hereto that if the DRILLSHIP is not delivered by such future date, the BUYER shall have the same right of rescission upon the same terms and conditions as hereinabove provided.


(End of Article)

 
34
 

ARTICLE IX - WARRANTY OF QUALITY

1.
Guarantee:

The BUILDER, for the period of Twelve (12) months after delivery of the DRILLSHIP (hereinafter called "Guarantee Period"), guarantees the DRILLSHIP and her engines, including all parts and equipment manufactured, furnished or installed by the BUILDER or its subcontractors under this Contract, and including the machinery, equipment and appurtenances thereof (including the installation work performed or required to be performed by BUILDER under this Contract for the BUYER supplied or furnished equipment), under the Contract but excluding any item which is supplied or designated by the BUYER or by any other bodies on behalf of the BUYER, against all defects discovered within the Guarantee Period which are due to defective material, design and/or poor workmanship or negligent or other improper acts or omissions on the part of the BUILDER or its subcontractors (hereinafter called the "Defect" or "Defects") and are not a result of accident, ordinary wear and tear, misuse, mismanagement, negligent or other improper acts or omissions or neglect on the part of the BUYER, its employee or agents.

2.
Notice of Defects:

The BUYER shall notify the BUILDER in writing, or by telefax confirmed in writing, of any Defect for which claim is made under this guarantee, as promptly as possible after discovery thereof. The BUYER'S written notice shall describe the nature, cause and extent of the Defects.

The BUILDER shall have no obligation for any Defect discovered prior to the expiry date of the Guarantee Period, unless notice of such Defect is received by the BUILDER not later than Fourteen (14) working days after the expiry of the Guarantee Period.

3.
Remedy of Defects:

 
(a)
The BUILDER shall remedy, at its expense, any Defect against which the DRILLSHIP is guaranteed under this Article, by making all necessary repairs or replacements at the Shipyard.

 
35
 

 
(b)
However, if it is impracticable to bring the DRILLSHIP to the Shipyard, the BUYER may cause the necessary repairs or replacements to be made elsewhere which is deemed suitable for the purpose, provided that, in such event, the BUILDER may forward or supply replacement parts or materials to the nearest airport or port from the DRILLSHIP, unless forwarding or supplying thereof would impair or delay the operation or working schedule of the DRILLSHIP. In the event that the BUYER proposes to cause the necessary repairs or replacements for the DRILLSHIP to be made at any other shipyard or works than the Shipyard, the BUYER shall first, but in all events as soon as possible, give the BUILDER notice in writing or by telefax confirmed in writing of the time and place when and where such repairs will be made, and if the DRILLSHIP is not thereby delayed, or her operation or working schedule is not thereby impaired, the BUILDER shall have the right to verify by its own representative(s) the nature, cause and extent of the Defects complained of. The BUILDER shall, in such case, promptly advise the BUYER by telefax or telex after such examination has been completed, of its acceptance or rejection of the Defects as ones that are covered by the guarantee herein provided. Upon the BUILDER'S acceptance of the Defects as justifying remedy under this Article, or upon award of the arbitration so determining, the BUILDER shall compensate the BUYER for such repairs or replacements a sum equal  to the necessary  and reasonable  cost of making the  same repairs or replacements in a competent shipyard at a reasonable location, at the prices prevailing at the time of such repairs or replacements are made. The reimbursement of the cost incurred in relation to guarantee works shall be paid after the repairs or replacements are made but if not made or the costs incurred for each such repair or replacement is below US$ 100,000, such costs shall be paid at the expiration of the guarantee period.

 
(c)
The BUILDER guarantees repairs or replacements to the DRILLSHIP made under the guarantee in paragraph 1 of this Article for a further period of Twelve (12) months from the date of completion of such repair or replacement. In any case, the maximum guarantee period shall not exceed Eighteen (18) months.

 
(d)
In any case, the DRILLSHIP shall be taken, at the BUYER'S cost and responsibility, to the place elected, ready in all respects for such repairs or replacement.

 
(e)
Any dispute under this Article shall be referred to arbitration in accordance with the provisions of Article XII hereof.

 
36
 

4.
Extent of BUILDER'S Responsibility

 
(a)
The BUILDER shall have no responsibility or liability for any other defect whatsoever in the DRILLSHIP than the Defects specified in Paragraph 1 of this Article. Nor the BUILDER shall in any circumstance be responsible or liable for any consequential or special loss, damage or expense including but not limited to loss of time, loss of profit of earning or demurrage directly or indirectly occasioned to the BUYER by reason of the Defects specified in Paragraph 1 of this Article or due to repairs or other works done to the DRILLSHIP to remedy such Defects.

 
(b)
The BUILDER shall not be responsible for any defect in any part of the DRILLSHIP which may, subsequently to delivery of the DRILLSHIP, have been replaced or repaired in any way by any other contractor, or for any defect which have been caused or aggravated by omission or improper use and maintenance of the DRILLSHIP on the part of the BUYER, its servants or agents or by ordinary wear and tear or by any other reason beyond control of the BUILDER.

 
(c)
The guarantee contained as hereinabove in this Article replaces and excludes any other liability, guarantee, warranty and/or condition imposed or implied by the law, customary, statutory or otherwise, by reason of the construction and sale of the DRILLSHIP by the BUILDER for and to the BUYER.


(End of Article)

 
37
 

ARTICLE X - - RESCISSION BY BUYER

1.
Notice:

The payments made by the BUYER prior to delivery of the DRILLSHIP shall be in the nature of advances to the BUILDER, and in the event that the DRILLSHIP is rejected by the BUYER or the Contract is rescinded by the BUYER in accordance with the terms of this Contract under and pursuant to any of the provisions of this Contract specifically permitting the BUYER to do so, then the BUYER shall notify the BUILDER in writing or by telefax confirmed in writing, and such rescission shall be effective as of the date when notice thereof is received by the BUILDER.

2.
Refundment by BUILDER:

In case the BUILDER receives the notice stipulated in Paragraph 1 of this Article, the BUILDER shall promptly refund to the BUYER the full amount of all sums paid by the BUYER to the BUILDER on account of the DRILLSHIP, together with the interest thereon, unless the BUILDER proceeds to the arbitration under the provisions of Article XII hereof.The BUILDER shall also return any BUYER'S Supplies, or if such cannot be returned, the BUILDER shall pay to the BUYER an amount equal to the BUYER'S costs for such equipment.

In the event of such rescission by the BUYER, the BUILDER shall pay the BUYER interest at the rate of six percent (6%) per annum on the amount required herein to be refunded to the BUYER, computed from the respective dates on which such sums were paid by the BUYER to the BUILDER to the date of remittance by transfer of such refund to the BUYER by the BUILDER, provided, however, that if the said rescission by the BUYER is made under the provisions of Paragraph 4 of Article VIII hereof, then in such event the BUILDER shall pay the BUYER interest at the rate of four and a half percent (4.5%) per annum on the sums refundable.

As security for refund of installments prior to delivery of the DRILLSHIP, the BUILDER shall furnish to BUYER, prior to the due date of the first installment, with an irrevocable letter of guarantee covering the amount of such pre-delivery installments and issued by KEXIM, KDB, or a bank acceptable to the BUYER in favour of the BUYER. Such letter of guarantee shall have substantially the same form and substance as Exhibit "4" annexed hereto.

 
38
 

3.
Discharge of Obligations:

Upon such refund by the BUILDER to the BUYER, all obligations, duties and liabilities of each of the parties hereto to the other under this Contract shall be forthwith completely discharged, without prejudice, however, to any claims either party may have resulting from the other party's breach of any of its obligations under this Contract.


(End of Article)

 
39
 

ARTICLE XI - BUYER'S DEFAULT

1.
Definition of Default:

The BUYER shall be deemed to be in default of its performance of obligations under this Contract in the following cases:

 
(a)
If the first installment is not paid in full by the BUYER within Five (5) banking days in New York after the signing of the Contract and the receipt of original Refundment Guarantee or if any of the second, third or fourth installment is not paid in full by the BUYER to the BUILDER within Three (3) banking days in New York after such installment becomes due and payable as provided in Article II hereof; or

 
(b)
If a performance guarantee by Cardiff Marine Inc. is not presented to the BUILDER within 5 banking days from the Effective Date of this Contract.

 
(c)
If the fifth installment, after adjustment pursuant to the relevant provisions of this Contract, is not paid in full by the BUYER to the BUILDER concurrently with the delivery of the DRILLSHIP as provided in Article II hereof; or

 
(d)
If the BUYER, when the DRILLSHIP is duly tendered for delivery by the BUILDER in accordance with the provisions of this Contract, fails to accept the DRILLSHIP within Five (5) days from the tendered date without any specific and valid ground thereof under this Contract.

2.
Effect of Default on or before Delivery of DRILLSHIP:

 
(a)
Should the BUYER make default in payment of any installment of the Contract Price on or before delivery of the DRILLSHIP, the BUYER shall pay the installment(s) in default plus accrued interest thereon at the rate of six percent (6%) per annum computed from the due date of such installment provided in Paragraph 4 of Article II hereof up to the date when the BUILDER receives the payment, and, for the purpose of Paragraph 1 of Article VII hereof, the Delivery Date of the DRILLSHIP shall be automatically extended by a period of continuance of such default by the BUYER.

In any event of default by the BUYER, the BUYER shall also pay all charges and

 
40
 

expenses incurred to the BUILDER in direct consequence of such default.

 
(b)
If any default by the BUYER continues for a period of Fifteen (15) days, the BUILDER may, at its option, rescind this Contract by giving notice of such effect to the BUYER by telefax confirmed in writing.

Upon dispatch by the BUILDER of such notice of rescission, this Contract shall be forthwith rescinded and terminated. In the event of such rescission of this Contract, the BUILDER shall be entitled to retain any installment or installments already paid by the BUYER to the BUILDER on account of this Contract and the BUYER'S Supplies already delivered to the Shipyard, if any.

3.
Disposal of DRILLSHIP:

 
(a)
In the event that this Contract is rescinded by the BUILDER under the provisions of Paragraph 2(b) of this Article, the BUILDER may, at its sole discretion, either complete the DRILLSHIP and sell the same, or sell the DRILLSHIP in its incomplete state, free of any right or claim of the BUYER. Such sale of the DRILLSHIP by the BUILDER shall be either by public auction or private contract at the BUILDER'S sole discretion and on such terms and conditions as the BUILDER shall deem fit.

 
(b)
In the event of such sale of the DRILLSHIP, the amount of the sale received by the BUILDER shall be applied firstly to all expenses attending such sale or otherwise incurred to the BUILDER as a result of the BUYER'S default, secondly to the payment of all costs and expenses of construction of the DRILLSHIP incurred to the BUILDER less BUYER'S Supplies and the installments already paid by the BUYER, and then to the compensation to the BUILDER for a reasonable cost due to rescission of this Contract, and finally to the repayment to the BUYER if any balance is obtained.

 
(c)
If the proceeds of sale are insufficient to pay such total costs and loss of profit as aforesaid, the BUYER shall promptly pay the deficiency to the BUILDER upon request.


(End of Article)

 
41
 

ARTICLE XII - ARBITRATION

1.
Decision by the Classification Society:

If any dispute arises between the parties hereto in regard to the design and/or construction of the DRILLSHIP, its machinery and equipment, and/or in respect of the materials and/or workmanship thereof and/or thereon, and/or in respect of interpretations of this Contract or the Specifications, the parties may by mutual agreement refer the dispute to the Classification Society or to such other expert as may be mutually agreed between the parties hereto, and whose decision shall be final, conclusive and binding upon the parties hereto.

2.
Proceedings of Arbitration in London UK.:

In the event that the parties hereto do not agree to settle a dispute according to Paragraph 1 of this Article and/or in the event of any other dispute of any kind whatsoever between the parties and relating to this Contract, including any dispute regarding its validity and existence, or its rescission or any stipulation herein, such dispute shall be submitted to arbitration in London.

If the dispute or difference does not exceed the sum of Five Hundred Thousand United States Dollars (US$ 500,000) the arbitration shall be conducted in accordance with the London Maritime Arbitrators Association's Small Claims Procedure current at the time when the arbitration proceedings are commenced.

For disputes of value above Five Hundred Thousand United States Dollars (US$ 500,000) each party shall appoint an arbitrator and in the event that they cannot agree, the two arbitrators so appointed shall appoint an Umpire.

If the two arbitrators are unable to agree upon an Umpire within Twenty (20) days after appointment of the second arbitrator, either of the said two arbitrators may apply to the President for the time being of the London Maritime Arbitrators Association to appoint the Umpire, and the two arbitrators and the Umpire shall constitute the Arbitration Board.

Such arbitration shall be in accordance with and subject to the provisions of the British Arbitration Act 1996, or any statutory modification or re-enactment thereof for the time being in force.

 
42
 

Either party may demand arbitration of any such dispute by giving notice to the other party. Any demand for arbitration by either of the parties hereto shall state the name of the arbitrator appointed by such party and shall also state specifically the question or questions as to which such party is demanding arbitration.

Within Fourteen (14) days after receipt of notice of such demand for arbitration, the other party shall in turn appoint a second arbitrator and give notice in writing of such appointment to the party demanding arbitration. If a party fails to appoint an arbitrator as aforementioned within Fourteen (14) days following receipt of notice of demand for arbitration by the other party, the party failing to appoint an arbitrator shall be deemed to have accepted and appointed, as its own arbitrator, the arbitrator appointed by the party demanding arbitration and the arbitration shall proceed before this sole arbitrator who alone in such event shall constitute the Arbitration Board.

The award of the Arbitration Board shall be final and binding on both parties.

3.
Notice of Award:

The award decision shall immediately be communicated to the BUYER and the BUILDER by facsimile and confirmed in writing.

4.
Expenses:

The Arbitration Board shall determine which party shall bear the expenses of the arbitration or the portion of such expenses that each party shall bear.

5.
Entry in Court:

In case of failure by either party to respect the award of the arbitration, the judgment may be entered in any proper court having jurisdiction thereof.

6.
Alteration of Delivery Date:

In the event of reference to arbitration of any dispute arising out of matters occurring prior to delivery of the DRILLSHIP, the award may include any adjustment of the Delivery Date that the Arbitration Board may deem appropriate.


(End of Article)

 
43
 

ARTICLE XIII - SUCCESSOR AND ASSIGNS

The BUILDER agrees that, prior to delivery of the DRILLSHIP, this Contract may, with the prior written approval of the BUILDER, which the BUILDER shall not unreasonably withhold, be transferred to and the title thereof may be taken by another company.

In the event of any assignment or novation pursuant to the terms of this Contract, the assignee shall succeed to all of the rights and obligations of the assignor under this Contract and the assignor shall remain responsible for the fulfillment of this Contract.

In the event of the assignment or novation from the BUYER to any other individual or company pursuant to this provision, the BUILDER shall be entitled to request issuance of a Performance Guarantee from the BUYER having identical form and contents as Exhibit "5" annexed hereto.

In the event of any resale, assignment or novation of the Contract, any and all matters determined by mutual agreement between the BUYER and the BUILDER prior to the resale, assignment or novation of the Contract shall be accepted and complied by the New BUYER (i.e., assignee). If the New BUYER or its Supervisor makes unreasonable requests that may have a significant impact on the delivery schedule of the DRILLSHIP and/or costs of construction (including, without limitation to, request for substantial change of ship type or excessive revision of design specification, etc.), the BUILDER shall be entitled to withhold its consent to the resale, assignment or novation of the Contract but in such situation the BUILDER may grant at its option consent to such resale, assignment or novation if the New BUYER will bear any and all direct and indirect costs attributable to such requests and changes resulting therefrom.


(End of Article)

 
44
 

ARTICLE XIV - TAXES AND DUTIES

1.
Taxes and Duties Incurred in Korea:

The BUILDER shall bear and pay all taxes, duties, stamps and fees incurred in Korea in connection with execution and/or performance of this Contract as the BUILDER, except for any taxes and duties imposed in Korea upon the BUYER's Supplies.

2.
Taxes and Duties Incurred Outside Korea:

The BUYER shall bear and pay all taxes, duties, stamps and fees incurred outside Korea in connection with execution and/or performance of this Contract as the BUYER, except for taxes and duties imposed upon those items to be procured by the BUILDER for construction.


(End of Article)

 
45
 

ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC.

1.
Patents:

BUILDER agrees to defend, indemnify and hold BUYER harmless from any liability or claims of infringement of patent rights, utility model rights, trade mark rights or copyrights, or any other intellectual property rights of any third party relating to the construction and supply of the DRILLSHIP.

With regard to the performance of the current Contract, notwithstanding anything to the contrary herein, BUYER shall defend, indemnify and hold BUILDER harmless from any liability or claims of infringement of patent rights, utility model rights, trade mark rights or copyrights, or any other intellectual property rights of any third party related to (i) process supplied by BUYER, (ii) BUYER'S Supplies and (iii) any construction, operation or use of the drilling system.

Except as otherwise provided for in this Contract, nothing contained herein shall be construed as transferring any rights in any patent, trademarks or copyrights utilized in the performance of this Contract.

2.
General Plans, Specifications and Working Drawings:

The BUILDER retains all rights with respect to the Specifications, and plans and working drawings, technical descriptions, calculations, test results and other data, information and documents concerning the design and construction of the DRILLSHIP, and the BUYER undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without the prior written consent of the BUILDER, such consent not to be unreasonably withheld, except where it is necessary for usual operation, repair and maintenance of the DRILLSHIP.


(End of Article)

 
46
 

ARTICLE XVI - BUYER'S SUPPLIES

1 .
Responsibility of BUYER:

(a)
The BUYER shall, at its own risk, cost and expense, supply and deliver to the BUILDER all of the items to be furnished by the BUYER as specified in the Specifications (herein called the BUYER'S Supplies) at warehouse or other storage of the Shipyard in the complete, proper condition ready for installation in or on the DRILLSHIP, in accordance with the time schedule designated and advised by the BUILDER to the BUYER.

(b)
In order to facilitate installation by the BUILDER of the BUYER's Supplies in or on the DRILLSHIP, the BUYER shall furnish the BUILDER with necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates required by the rules and regulations of the Specifications. If so requested by the BUILDER, the BUYER, without any charge to the BUILDER, shall cause the representatives of the manufacturers of the BUYER's Supplies to advise the BUILDER in installation thereof in or on the DRILLSHIP.

 
(c)
Any and all of the BUYER's Supplies shall be subject to the BUILDER'S reasonable right of rejection, as and if they are found to be unsuitable or in improper condition for installation.

 
(d)
A delivery Schedule of the BUYER's Supplies, if any of such have effect on the BUILDER's construction of the DRILLSHIP, shall be finalized and settled within one hundred and fifty (150) calendar days from the date of the Contract signing. Should the BUYER fail to deliver any of the BUYER's Supplies within the time designated, the Delivery Date shall be automatically extended for a period that actually caused the delay in the delivery of the DRILLSHIP.

 
(e)
If delay in delivery of any of the BUYER's Supplies, having effect on the BUILDER's construction of the DRILLSHIP, exceeds thirty (30) days, then, the BUILDER shall be entitled to proceed with construction of the DRILLSHIP without installation thereof in or on the DRILLSHIP as hereinabove provided, and the BUYER shall accept and take delivery of the DRILLSHIP so constructed, unless such delay is caused by Force Majeure in which case the provision Paragraph l(d) of this Article shall apply.

 
47
 

2.
Responsibility of BUILDER:

The BUILDER shall be responsible for storing and handling with reasonable care of the BUYER's Supplies after delivery thereof at the Shipyard, and shall, at its own cost and expense, install them in or on the DRILLSHIP, unless otherwise provided herein or agreed by the parties hereto, provided, always, that the BUILDER shall not be responsible for quality, efficiency and/or performance of any of the BUYER's Supplies.

It will be the BUILDER's responsibility to the BUYER to: (i) if applicable, assemble the BUYER's Supplies; (ii) test the BUYER's Supplies as necessary or appropriate; (iii) install the BUYER's Supplies on the DRILLSHIP, in modules, as required, or otherwise as required, and to integrate the BUYER's Supplies into the overall designed system of the DRILLSHIP. In no event will BUILDER charge any additional cost for any of the above. The BUILDER will perform above works under guidance of BUYER and the Vendors representative when required. Any rework involved due to no fault of the BUILDER shall be to BUYER's cost and responsibility.

3.
Title:

Title to the BUYER's Supplies shall at all times remain with the BUYER during the Contract; however, the BUILDER shall have the risk of loss of or damage to such BUYER's Supplies from the time set out in subparagraph l(a) of this Article until delivery of the DRILLSHIP.


(End of Article)

 
48
 

ARTICLE XVII - INSURANCE

1.
Extent of Insurance Coverage:

From the time of the keel-laying until delivery of the DRILLSHIP, the BUILDER shall, at its own cost and expense fully insure the DRILLSHIP and all machinery, materials and equipment delivered to the Shipyard for the DRILLSHIP, including BUYER's Supplies, built into or installed in or upon the DRILLSHIP against all risks under the "Institute Clauses for Builder's Risks" with first class insurance company or underwriters in Korea. From the time of the first arrival of the BUYER's Supplies in Korea until delivery of the DRILLSHIP, the BUILDER shall keep the BUYER's Supplies fully insured with the aforementioned insurance companies or underwriters to cover BUILDER's Risk.

The BUILDER shall promptly furnish the BUILDER with certified copies in the English language of the insurance policies taken out.

2.
Application of the Recovered Amounts:

In the event that the DRILLSHIP shall be damaged from any insured cause at any time before delivery of the DRILLSHIP, and in the further event that such damage shall not constitute an actual or constructive total loss of the DRILLSHIP, the amount received in respect of the insurance shall be applied by the BUILDER in repair of such damage, satisfactory to the Classification Society and its requirements, and the BUYER shall accept the DRILLSHIP under this Contract if completed in accordance with this Contract and the Specifications, however, subject to the extension of delivery time under Article VIII hereof (except in case of negligence of the BUILDER).

Should the DRILLSHIP from any cause become an actual or constructive total loss, the BUILDER shall by the mutual agreement between the parties hereto, either:

 
(a)
Proceed in accordance with the terms of this Contract, in which case the amount received in respect of the insurance shall be applied to the construction and repair of damage of the DRILLSHIP, provided the parties hereto shall have first agreed thereto in writing and to such reasonable extension of delivery time as may be necessary for the completion of such reconstruction and repair; or

 
49
 

 
(b)
Refund promptly to the BUYER the full amount of all sums paid by the BUYER to the BUILDER as installments in advance of delivery of the DRILLSHIP, and deliver to the BUYER all BUYER'S Supplies (or the insurance proceeds paid with respect thereto), in which case this Contract shall be deemed to be automatically terminated and shall be deemed rescinded for purposes of Article X hereof and all rights, duties, liabilities and obligations of each of the parties to the other shall forthwith cease and terminate.

If the parties fail to reach such agreement within Sixty (60) days after the DRILLSHIP is determined to be an actual or constructive total loss, the provisions of sub-paragraph 2 (b) as above shall apply.

3.
Termination of BUILDER'S Obligation to Insure:

The BUILDER shall be under no obligation to insure the DRILLSHIP hereunder after delivery thereof and acceptance by the BUYER.


(End of Article)

 
50
 

ARTICLE XVIII - NOTICE

1.
Address:

Any and all notices and communications in connection with this Contract shall be addressed as follows:

To the BUYER:
Drillship Paros Owners Inc. c/o Cardiff Marine Inc.
80 Kifissias Avenue,
GR-151 25 Amaroussion,
Greece
Fax no.    (+30)210 8090205
 
E-mail:
finance@cardiff.gr for the attention of Mr. Aristidis Ioannidis
newbuildings@cardiff.gr for the attention of Mr. George Kourelis

To the BUILDER:
Samsung Heavy Industries Co., Ltd.
34th Floor, Samsung Life Insurance Seocho Tower 1321-15,
Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857
Seoul, Korea 135-080
Facsimile No.: (+82) 2 3458 7369
Telphone No.: (+82) 2 3458 73137
E-mail: harris.lee@samsung.com

or preferably to its Geoje Yard:

Samsung Heavy Industries Co., Ltd.
P.O. Box Gohyun 9
530, Jangpyung-ri, Sinhyun-up,
Geoje-city, Gyungnam, Korea
Facsimile No.: (+82 55 630 6070)

2.
Language:

Any and all notices and communications in connection with this Contract shall be written in the English language.

 
51
 

3.
Effective Date of Notice:

The notice in connection with this Contract shall become effective from the date when such notice is received by the BUYER or by the BUILDER except otherwise described in the Contract.


(End of Article)

 
52
 

ARTICLE XIX - EFFECTIVE DATE OF CONTRACT

This Contract shall become effective upon signing by the parties hereto.


(End of Article)

 
53
 

ARTICLE XX - INTERPRETATION

1.
Laws Applicable:

The parties hereto agree that the validity and the interpretation of this Contract and of each Article and part thereof shall be governed by the laws of England.

2.
Discrepancies:

All general language or requirements embodied in the Specifications are intended to amplify, explain and implement the requirements of this Contract. However, in the event that any language or requirements so embodied permit an interpretation inconsistent with any provision of this Contract, then, in each and every such event, the applicable provisions of this Contract shall prevail and govern. In the event of conflict between the Specifications and Plans, the Specifications shall prevail and govern.

3.
Entire Agreement:

This Contract contains the entire agreement and understanding between the parties hereto and supersedes all prior negotiations, representations, undertakings and agreements on any subject matter of this Contract.

4.
Amendments and Supplements:

Any supplement, memorandum of understanding or amendment, whatsoever form it may be relating to this Contract, to be made and signed among parties hereof after signing this Contract, shall be the integral part of this Contract and shall be predominant over the respective corresponding Article and/or Paragraph of this Contract.


(End of Article)

 
54
 

ARTICLE XXI - CONFIDENTIALITY

BUILDER and BUYER agree that the terms and conditions of this Contract shall remain confidential and neither party shall disclose any such terms and conditions of this Contract to any third party without first obtaining the prior written consent of the other, provided however, that either party shall be entitled to disclose any or all of the terms and conditions of the Contract to the extent it is necessary to do so to implement, effectuate and comply with the terms of the Contract or to otherwise exercise any right or discharge any obligation that party may have pursuant to this Contract or any laws, rules and regulations.


(End of Article)

 
55
 

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

BUYER:
  
BUILDER:
     
For and on behalf of the BUYER:
  
For and on behalf of the BUILDER:
DRILLSHIP PAROS OWNERS INC.
  
SAMSUNG HEAVY INDUSTRIES CO., LTD
     
/s/ George Economou
  
/s/ J.W. Kim
By: Mr. George Economou
  
By: Mr. J.W. Kim
Title: Authorized Signatory
  
Title: President & CEO
     
     
WITNESSED BY
  
WITNESSED BY
     
/s/ Aristidis Ioannidis
  
/s/ H.Y. Lee
By: Mr. Aristidis Ioannidis
  
By: H.Y. Lee
Title: General Manager of Cardiff Marine Inc.
  
Title: Chief Marketing Officer

 
56
 

EXHIBIT "1"   VESSEL SPECIFICATION

The Vessel Specification of this Contract for HN.1838 shall be based on AFC(Approved For Construction) Drawings and Specifications of HN.1674 as of the date of this Contract signing including all amendments, additions, deletions and variations (identified by italic boldic characters which shall prevail the Specification of HN.1674) incorporated into the Specification (Doc. No. SP07146.FS02 of September 14th, 2007) and Manufacturer List (Doc. No. SPO7146.ML02 of September 14th 2007)

 
57
 

EXHIBIT "2"   TOPSIDE SPECIFICATION

The Topside Specification of this Contract for HN.1838 shall be based on AFC (Approved for Construction) Drawings and Specifications of HN.1674 as of the date of this Contract signing including all amendments, additions, deletions and variations incorporated into the Specification (Doc. No. SP07146.FS01 of September 14th, 2007).

 
58
 

EXHIBIT "3"   DELIVERY AND CONSTRUCTION SCHEDULE


INSERT CHART SKNYC1-928731



Drillng Package Delivery (DES Geoje)
 
2009-11-01
Bufk tanks. Pumps for reserve & waste
 
2009-12-01
Equipment in the Mud Process, Subsea Control & Mud Module
 
2009-12-01
BOP & Diverter Control System
 
2010-01-01
Equipment on Drillfloor. Catwalks, Utility winches
 
2010-02-15
Derrick A Derrick Component, Hoists. Riser Tensioners, BOP Teststump
 
2010-04-15
BOP/X-tnas tree skidding system, Guidance system. UR
 
2010-06-15
Knuckle boom Cranes. BOP Cranes, Loose Equipment
 
2010-10-15
BOP
 
2010-11-15
Riser System

 
59
 

EXHIBIT "4"   LETTER OF REFUNDMENT GUARANTEE NO.
 
Gentlemen:

We hereby open our irrevocable letter of guarantee No. in favor of Drillship Paros Owners Inc. (hereinafter called the "BUYER") for account of Samsung Heavy Industries, Seoul, Korea as follows in consideration of the Drillship contract dated 17th September 2007 (hereinafter called the "Contract") made by and among the BUYER and Samsung Heavy Industries Co., Ltd. (hereinafter called the "BUILDER") for the construction of one (1) Drillship composed of hull part and topside part, having BUILDER'S Hull No.1838 (hereinafter called the "DRILLSHIP").

If in connection with the terms of the Contract the BUYER shall become entitled to a refund of the advance payment(s) made to the BUILDER prior to the delivery of the DRILLSHIP, we hereby irrevocably guarantee as primary obligor and not merely as surety the repayment of the same to the BUYER immediately on demand USD 91,105,500 (Say United States Dollars Ninety One Million One Hundred Five Thousand Five Hundred only) together with interest thereon at the rate of six percent (6%) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund.

The amount of this guarantee will be automatically increased, not more than three (3) times, upon BUILDER'S receipt of the respective installment: each time by the amount of instalment of USD 91,105,500, USD 91,105,500 and USD 91,105,500 respectively, plus interest thereon as provided in the Contract, but in any eventuality the amount of this guarantee shall not exceed the total sum of USD 364,422,000 (Say United States Dollars Three Hundred Sixty Four Million Four Hundred Twenty Two Thousand only) plus interest thereon at the rate of six per cent (6%) per annum from the date following the date of BUILDER'S receipt of each installment to the date of remittance by telegraphic transfer of the refund.

In case any refund is made to you by the BUILDER or by us under this guarantee, our liability hereunder shall be automatically reduced by the amount of such refund.

In the event of cancellation of the Contract being based on delays due to force majeure or other causes beyond the control of the BUILDER, as required by Article X of the Contract, interest shall be paid at the rate of Four and a half percent (4.5%) per annum from the date of following

 
60
 

the date of Builder's receipt of each installment to the date of remittance by telegraphic transfer of the refund.

This letter of guarantee is available against BUYER'S simple receipt and signed statement certifying that BUYER'S demand for refund has been made in conformity with Article X of the Contract and the BUILDER has failed to make the refund within Thirty (30) days after your demand to the BUILDER. Refund shall be made to you by telegraphic transfer in United States Dollars in freely transferable funds and free and clear of and without deduction for and on account of any set off, counterclaim or present or future tax, levy, impost, duty, charge, fee or other withholding of any nature whatsoever imposed and by whomsoever on yourselves. In the event we are required by law to make any deduction or withholding from any payment to be made by it pursuant to this letter of guarantee, we will pay to you whatever additional amount (after taking into account any additional taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, you receive a net sum equal to the sum which you would have received had no deduction or withholding been made.

This letter of guarantee shall expire and become null and void upon receipt by the BUYER of the sum guaranteed hereby or upon acceptance by the BUYER of delivery of the DRILLSHIP in accordance with the terms of the Contract and, in either case, this letter of guarantee shall be returned to us. This guarantee is valid from the date of this letter of guarantee until delivery or in the event of delayed delivery until such time as the DRILLSHIP is delivered by the BUILDER to the BUYER in accordance with the terms of the Contract.

Notwithstanding the provisions hereinabove, in case we receive notification from you or the BUILDER confirmed by the Arbitration Board stating that your claim to cancel the Contract or your claim for refundment thereunder has been disputed and referred to Arbitration in accordance with the provisions of the Contract, the period of validity of this guarantee shall be extended until Sixty (60) days after the final award shall be rendered in the Arbitration and a copy thereof acknowledged by the Arbitration Board. In such case, this guarantee shall not be available unless and until such acknowledged copy of the final award in the Arbitration justifying your claim is presented to us.

This guarantee shall not be affected by any extension of time or concession granted by the BUYER to the BUILDER or any delay or failure of the BUYER in enforcing its rights under the Contract.

 
61
 

The BUYER shall have the right to assign this guarantee and all of its benefits to any assignee to whom the Contract is assigned.

This guarantee shall be governed by the laws of England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England. If we receive written or telefaxed notice from you or the BUILDER that there exists an arbitration between you and BUILDER or that you have made a formal demand of us under this Letter of Guarantee we shall within thirty (30) days of receipt of such notice irrevocably appoint an agent for service of process in respect of any proceedings in England and notify you of such appointment and undertake that, throughout the terms of this Letter of Guarantee, we will retain such agent in England for such purposes. If we fail to make such appointment and/or give such notification within thirty (30) day period we hereby appoint and be deemed to have appointed the London branch of our bank currently at 1st Floor, Boston House 63-64 New Broad Street, London EC2M 1JJ United Kingdom.

Any notice or demand under this Letter of Guarantee required to be given by yourselves to us shall be addressed to us as follows:
Address: 16-1, Yoido-Dong, Yeongdeungpo-Gu, Seoul 150-996 Korea
Tel:+82-2-3779-6318
Fax: +82-2-3779-6745

 
Very truly yours,
   
 
The Export-Import Bank of Korea


 
62
 

EXHIBIT "5"       PERFORMANCE GUARANTEE

Messrs.
Samsung Heavy Industries Co., Ltd.
34th Floor, Samsung Life Insurance Seocho Tower
1324-15, Seocho-Dong, Seocho-Gu,
Seoul, Republic of Korea 137-857

In consideration of the assignment of a certain shipbuilding contract dated September 17th 2007 (hereinafter called the "Contract") by us to (hereinafter called the "BUYER"), for the construction of one (1) Drillship having your Hull No. 1838 (hereinafter called the "Drillship") providing among other things for payment of the Contract Price amounting to United States Dollars Six Hundred Seven Million Three Hundred Seventy Thousand (US$ 607,370,000);

We, the undersigned, hereby irrevocably and unconditionally guarantee to you, your successors, and assigns the due and faithful performance by the BUYER of its all liabilities and responsibilities under the Contract and any supplement, amendment, change or modification hereafter made thereto, including but not limited to, due and prompt payment of the Contract Price by the BUYER to you, your successors, and assigns under the Contract and any supplement, amendment, change or modification as aforesaid (hereby expressly waiving notice of any such supplement, amendment, change or modification as may be agreed to by the BUYER and confirming that this guarantee shall be fully applicable to the Contract as so supplemented, amended, changed or modified).

This Performance Guarantee shall be governed by the laws of England.

GUARANTOR : CARDIFF MARINE INC.
BY:
TITLE :
WITNESS :

 
63
 

EXHIBIT "6"       OPTIONAL ITEMS


No
Items
Amount
1.1
Dual Drilling (Aux Rig):
a)   Travelling block
b)   Retractable dolly
c)   Elevated backup tong
d)   Drawworks
e)   Drill line & Reel
f)    Deadline Anchor
g)   Top drive
h)   Mud standpipes manifold
i)    Cement standpipe manifold
US$ 13,750,000
1.2
False rotary table in Aux well centre
US$ 750,000
2
Personnel elevator in the Derrick
US$ 952,000
3
Additional 3,000 ft of Riser
US$ 15,000,000
4
7th Shale shaker
U$ 425,000
5
Cutting dryer / Modification of conveyors
US$ 1,060,000

Details for the above optional items are included in the Drillship Specification (Doc. No. SP07146.FS01 and Doc. No. SP07146.FS02 of September 14th 2007)
 
 
64
EX-10.4 7 d927958_ex10-4.htm d927958_ex10-4.htm
EXHIBIT 10.4
 

CONTRACT
 
FOR
 
CONSTRUCTION AND SALE
 
OF
 
A DRILLSHIP
 
(HULL NO.1865)
 
 
BETWEEN
 
DRILLSHIP KITHIRA OWNERS INC.
 
AND
 
SAMSUNG HEAVY INDUSTRIES CO., LTD.

 
 

INDEX
 
     
PAGE
       
ARTICLE I - DESCRIPTION AND CLASS
6
 
1.
Description:
6
 
2.
Dimensions and Characteristics:
6
 
3.
The Classification, Rules and Regulations:
7
 
4.
HSE Analysis, studies and assessments
7
 
5.
Subcontracting
8
 
6.
Registration:
8
ARTICLE II - CONTRACT PRICE AND TERMS OF PAYMENT
9
 
1.
Contract Price:
9
 
2.
Adjustment of Contract Price:
9
 
3.
Currency:
9
 
4.
Terms of Payment:
9
 
5.
Method of Payment:
11
 
6.
Notice of Payment before Delivery:
12
 
7.
Expenses;
12
 
8.
Prepayment:
12
ARTICLE III - ADJUSTMENT OF CONTRACT PRICE
13
 
1.
Delivery:
13
 
2.
Speed:
14
 
3.
Fuel Consumption for the Diesel Generator Prime Drivers:
15
 
4.
Variable Load Capacity:
15
 
5.
Effect of Rescission:
16
ARTICLE IV - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION
  17
 
1.
Approval of Plans and Drawings:
17
 
2.
Appointment of BUYER'S Supervisor:
17
 
3.
Inspection by the Supervisor:
17
 
4.
Facilities:
19
 
5.
Liability of BUILDER:
19
 
6.
Responsibility of BUYER:
20
 
7.
Delivery and Construction Schedule:
20
ARTICLE V - MODIFICATIONS, CHANGES AND EXTRAS
22
 
1.
How Effected:
22
 
2.
Changes in Rules of Classification Society, Regulations, etc.:
23
 
3.
Substitution of Materials:
24
ARTICLE VI - TRIALS AND ACCEPTANCE
25
 
2
 
 
1.
Notice:
25
 
2.
Weather Condition:
25
 
3.
How Conducted:
26
 
4.
Method of Acceptance or Rejection
26
 
5.
Effect of Acceptance:
27
 
6.
Disposition of Surplus Consumable Stores:
28
ARTICLE VII - DELIVERY
29
 
1.
Time and Place:
29
 
2.
When and How Effected:
29
 
3.
Documents to be delivered to BUYER:
29
 
4.
Tender of DRILLSHIP:
30
 
5.
Title and Risk:
31
 
6.
Removal of DRILLSHIP:
31
ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)
32
 
1.
Causes of Delay (Force Majeure):
32
 
2.
Notice of Delay:
33
 
3.
Definition of Permissible Delay:
33
 
4.
Right to Rescind for Excessive Delay:
33
ARTICLE IX - WARRANTY OF QUALITY
35
 
1.
Guarantee:
35
 
2.
Notice of Defects:
35
 
3.
Remedy of Defects:
35
 
4.
Extent of BUILDER'S Responsibility
37
ARTICLE X - RESCISSION BY BUYER
38
 
1.
Notice:
38
 
2.
Refundment by BUILDER:
38
 
3.
Discharge of Obligations:
39
ARTICLE XI - BUYER'S DEFAULT
40
 
1.
Definition of Default:
40
 
2.
Effect of Default on or before Delivery of DRILLSHIP:
40
 
3.
Disposal of DRILLSHIP:
41
ARTICLE XII - ARBITRATION
42
 
1.
Decision by the Classification Society:
42
 
2.
Proceedings of Arbitration in London UK.:
42
 
3.
Notice of Award:
43
 
4.
Expenses:
43
 
5.
Entry in Court:
43
 
6.
Alteration of Delivery Date:
43
 
3
 
ARTICLE XIII - SUCCESSOR AND ASSIGNS
45
ARTICLE XIV - TAXES AND DUTIES
46
 
1.
Taxes and Duties Incurred in Korea and/or China:
46
 
2.
Taxes and Duties Incurred Outside Korea and/or China:
46
ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC
47
 
1.
Patents:
47
 
2.
General Plans, Specifications and Working Drawings:
47
ARTICLE XVI - BUYER'S SUPPLIES
48
 
1.
Responsibility of BUYER:
48
 
2.
Responsibility of BUILDER:
49
 
3.
Title:
49
ARTICLE XVII - INSURANCE
50
 
1.
Extent of Insurance Coverage:
50
 
2.
Application of the Recovered Amounts:
50
 
3.
Termination of BUILDER'S Obligation to Insure:
51
ARTICLE XVIII - NOTICE
52
 
1.
Address:
52
 
2.
Language:
52
 
3.
Effective Date of Notice:
53
ARTICLE XIX - EFFECTIVE DATE OF CONTRACT
54
ARTICLE XX - INTERPRETATION
55
 
1.
Laws Applicable:
55
 
2.
Discrepancies:
55
 
3.
Entire Agreement:
55
 
4.
Amendments and Supplements:
55
ARTICLE XXI - CONFIDENTIALITY
56
EXHIBIT "1"
VESSEL SPECIFICATION
58
EXHIBIT "2"
TOPSIDE SPECIFICATION
59
EXHIBIT"3"
DELIVERY AND CONSTRUCTION SCHEDULE
60
EXHIBIT "4"
LETTER OF REFUNDMENT GUARANTEE NO
61
EXHIBIT "5"
PERFORMANCE GUARANTEE
64
EXHIBIT "6"
OPTIONAL ITEMS
65
EXHIBIT"7"
FORM OF DEMAND
.65
 
4
 
This Contract, made and entered into on this 24th day of January 2008 by and between DRILLSHIP KITHIRA OWNERS INC., a corporation incorporated and existing under the laws of Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the "BUYER"), on the one part and SAMSUNG HEAVY INDUSTRIES CO., LTD., a corporation incorporated and existing under the laws of the Republic of Korea and having its registered office at 34th Floor, Samsung Life Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857 (hereinafter called the "BUILDER"), on the other part.

WITNESSETH:

In consideration of the mutual covenants herein contained, the BUILDER acknowledges that the Contract is a turn key contract for the construction and sale of a drillship constructed and tested out to be fully ready to drill and fully functioning in accordance with and subject to the terms and conditions of this Contract and Specifications and the BUILDER agrees as described in the Specifications to design, construct, build, launch, equip, test and complete One (1) Drillship composed of a hull part as described in the specification attached hereto as Exhibit "1" of this Contract (hereinafter referred to as the "VESSEL") and topside part as described in the specification attached hereto as Exhibit "2" of this Contract (hereinafter referred to as "TOPSIDE") (the VESSEL and TOPSIDE being hereinafter collectively referred to as the "DRILLSHIP") and in accordance with the Delivery and Construction Schedule attached hereto as Exhibit "3" (said Exhibits 1 through 3 (including all amendments, additions, deletions and variations incorporated into the Specifications for HN. 1674 up to the Effective Date of the Contract of HN.1837) being hereinafter collectively called the "Specifications") which Specifications have been initialed by representatives of the parties hereto for identification and which Specifications hereby are each incorporated herein by reference hereto and made an integral part of this Contract, at the BUILDER'S shipyard located in Geoje Island, Korea (hereinafter referred to as the "Shipyard") and to deliver and sell the same to the BUYER, and the BUYER hereby agrees to purchase and accept delivery of the DRILLSHIP from the BUILDER, upon the terms and conditions hereinafter set forth.

 
5
 

ARTICLE I - - DESCRIPTION AND CLASS

1.
Description:

The DRILLSHIP, having the BUILDER'S Hull No. 1865, shall be designed, constructed, built, launched, equipped, tested, completed and delivered in accordance with the provisions of this Contract, and the Specifications as a subsequent Drillship of HN. 1837. To the extent not defined in the Specifications, the DRILLSHIP's construction is to meet the first-class international shipbuilding and construction standards and practices, including without limitation such standards and practices relating to BUILDER'S Quality Assurance Programs,

2.
Dimensions and Characteristics:

Length, overall
  
Max. 228 meters
Length, between perpendiculars
  
abt. 219.4 meters
Breadth, moulded
  
abt. 42 meters
Depth, moulded
  
abt. 19 meters
Scantling draft, moulded
  
abt.  13 meters

Speed, guaranteed: The trial speed shall not be less than 12.0 knots on the transit draught of 8.5 meters and at total thruster motor output of 28,700 KW.

Guaranteed Fuel Consumption, Diesel Generator Prime Drivers (in relation to each engine): The fuel consumption shall be not more than the engine manufacturers' nominal fuel consumption plus five percent (5) % with engine driven pumps at manufacturer's shop trial, burning marine diesel having the lower calorific value of 10,200 kCal/kg, at 85% MCR under the environment condition of ISO 3046/1-1986 specified in the Specifications.

Guaranteed Variable Load Capacity: The variable load capacity of the DRILLSHIP will be not less than 20,000 metric tons for drilling and survival conditions without extended well test oil on board as specified in the Specifications.
 
The details of the aforementioned particulars, as well as the definitions and the methods of measurements and calculations shall be as indicated in the Specifications.

 
6
 

3.
The Classification, Rules and Regulations:

The DRILLSHIP, including its machinery, equipment and outfittings shall be constructed and classified in accordance with the rules and regulations (the editions and amendments thereto being in force) as of the signing date of the Contract of HN.1837 and under special survey of American Bureau of Shipping (hereinafter called the "Classification Society"), and shall be distinguished in the register by the symbol of *A1 <D, "Drilling Unit", *AMS, *ACCU, *DPS-3, NBLES, SH-DLA, *CDS.

Decisions of the Classification Society as to compliance or non-compliance with the classification rules and regulations shall be final and binding upon both parties hereto. Details of its notation shall be in accordance with the Specifications.

The DRILLSHIP shall also comply with the rules, regulations and requirements of the regulatory bodies as described and listed in the Specifications.

The DRILLSHIP will be built and delivered (i) in accordance with the terms of this Contract and the Specifications, (ii) in full compliance and certification to and with the IMO MODU code with amendments, (iii) in full compliance with the regulations, provisions, and requirements included in the Specifications, (iv) in full compliance with the requirements of the Classification Society so as to be classed with the Classification Society as a MODU, and (v) so that the DRILLSHIP will be approved to operate in the United States Gulf of Mexico/the Outer Continental Shelf of the United States, the waters outside West Africa, Central Africa, South Africa, South America, South East Asia, UK, Australia, South Atlantic and in the Mediterranean. The BUILDER will take all action necessary, and remedy at its cost and expense, any deficiency that constitutes a failure to comply with the above requirements.

All fees and charges incidental to the Classification Society and in respect to compliance with the above referred rules, regulations and requirements, as well as all DRILLSHIP design fees and/or royalties (except any royalties for the BUYER'S Supplies), shall be for account of the BUILDER,

4.
HSE Analysis, studies and assessments

 
7
 

The BUYER shall perform HSE Analysis, studies and assessments such as HAZID's, Risk Analysis, HAZOP's, Readability and Vulnerability analysis, Working Environment assessment of the DRILLSHIP.

If the finding of such HSE Analysis, studies and assessments demand changes to the design, layout and construction of the DRILLSHIP to make the DRILLSHIP meet the requirements of the Contract, then the BUILDER shall implement such changes in accordance with the findings.

Should the findings lead the BUYER to request changes to the Contract then a Variation Order shall be in accordance with Article V.

The BUILDER shall be responsible for obtaining the Classification Society's approval of all required plans and drawings of the DRILLSHIP.

5.
Subcontracting

The BUILDER may, at its sole discretion and responsibility, subcontract any portion of the construction work of the DRILLSHIP, provided that the work is carried out at a reputable yard in Korea or at the BUILDER'S wholly owned subsidiaries at Ningbo and Rongcheng in China, where the aggregate value of the works or services to be subcontracted equals or is below Five million five hundred thousand United States Dollars (US$ 5,500,000) but if exceeding such value the BUILDER shall obtain in writing the prior approval of the BUYER (whose approval shall not be unreasonably withheld), but any subcontracting shall always be subject to the condition that the BUILDER shall ensure that the rights of the BUYER and the requirements in the Contract are satisfied and provided for in such work. The BUILDER shall not be relieved from any of its obligations and liabilities under the Contract and shall be responsible for all work, acts, omissions and defaults of any subcontractors as fully as if they were the work, acts, omissions or defaults of the BUILDER.

6.
Registration:

The DRILLSHIP, at the time of its delivery and acceptance, shall be registered at the port of registry by the BUYER under the Malta flag at the BUYER'S expenses.


(End of Article)

 
8
 

ARTICLE II - CONTRACT PRICE AND TERMS OF PAYMENT

1.
Contract Price:

The Contract price of the DRILLSHIP, net receivable by the BUILDER and exclusive of the BUYER'S Supplies (as defined in Paragraph 1 of Article XVI hereof) is Six Hundred Sixty One Million United States Dollars (US$ 661,000,000) (hereinafter referred to as the "Contract Price"). The Contract Price shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract.

2.
Adjustment of Contract Price:

Increase or decrease of the Contract Price, if any, due to adjustments thereof made in accordance with the provisions of this Contract shall be adjusted by way of addition to or subtraction from the Contract Price upon delivery of the DRILLSHIP in the manner as hereinafter provided at article III.

The BUYER has the right to exercise the purchase the option as per Exhibit "6" within 3 months after the date of the signing contract. Should the BUYER exercise one of the options, the payment terms of the exercised option items shall be same with that of the Contract, provided that the amount of the first installment shall be paid at the same time of the second installment is due, and the BUILDER will reissue a Refundment Guarantee covering full amount of the adjusted Contract Price to replace the old Refundment Guarantee.

3.
Currency:

Any and all payments by the BUYER to the BUILDER, or vice versa if any, which are due under this Contract shall be made in United States Dollars.

4.
Terms of Payment:

The Contract Price shall be due and payable by the BUYER to the BUILDER in the installments as follows:

 
(a)
First Installment:
The First Installment shall be paid as follows:

 
9
 

(i) Ten Million United States Dollars (US$ 10,000,000) shall be due and payable to the BUILDER by the BUYER following signing of this Contract, within five (5) banking days after the receipt of the original Refund Guarantee as provided for in clause 5(a) below of this Article II.

(ii) The BUYER and the BUILDER agree that Thirty Nine Million Five Hundred Seventy Five Thousand United States Dollars (7.5% less US$ 10,000,000, US$39,575,000), shall be due and payable to the BUILDER by the BUYER on March 24, 3008.

(iii) The BUYER and the BUILDER agree that Forty Nine Million Five Hundred Seventy Five Thousand United States Dollars (7.5%, US$ 49,575,000) shall be paid on April 24, 2008

 
(b)
Second Installment:
The Second Installment amounting to Ninety Nine Million One Hundred Fifty Thousand United States Dollars (15%, US$ 99,150,000) shall be due and payable on September 24, 2008.

 
(c)
Third Installment:
The Third Installment amounting to Ninety Nine Million One Hundred Fifty Thousand United States Dollars (15%, US$ 99,150,000) shall be due and payable within three (3) banking days from the receipt of the BUILDER'S invoice and a telefax notice from the BUILDER, countersigned by the classification surveyor, certifying that steel cutting for the Drillship has commence but not earlier than 16 months after the second installment.

 
(d)
Fourth Installment:
The Fourth Installment amounting to Ninety Nine Million One Hundred Fifty Thousand United States Dollars (15%, US$ 99,150,000) shall be due and payable within three (3) banking days from the the receipt of the BUILDER'S invoice and a telefax notice from the Builder, countersigned by the classification surveyor, certifying that keel laying for the DRILLSHIP has commenced but not earlier than 4 months after the third installment.

 
(e)
Fifth Installment:

 
10
 

The Fifth Installment amounting to Two Hundred Sixty Four Million Four Hundred Thousand United States Dollars (40%, US$ 264,400,000) plus or minus any adjustment of the Contract Price under and pursuant to the provisions of this Contract, shall be due and payable upon delivery of the DRILLSHIP or upon tender for delivery of the DRILLSHIP referred to in Paragraph 4 of Article VII of this Contract.

The BUYER and the BUILDER agree that if the Contract is terminated by the BUYER prior to March 24, 2008, the BUILDER shall have the right to take part of the First Installment amounting to Ten Million United States Dollars (US$ 10,000,000) but shall have no other rights whatsoever under this Contract. If the Contract is terminated by the BUYER after March 24, 2008 the rights of the BUILDER shall remain as referred to in Articles X and XI of this Contract.

5.
Method of Payment:

 
(a)
First Installment:
Within the due date and provided that the BUYER has received the Refundment Guarantee five (5) banking days in advance, the BUYER shall remit by telegraphic transfer the first installment to the account to be specified in advance in writing by the BUILDER.

 
(b)
Second, Third and Fourth Installments:
Upon the due date of the second, third and fourth installments, in accordance with Article II, 4 (b), (c) and (d) as appropriate, the BUYER shall remit by telegraphic transfer each of the respective installments to the account to be specified in advance in writing by the BUILDER.

 
(c)
Fifth Installment:
At least three (3) banking days prior to the anticipated delivery date of the DRILLSHIP, the BUYER shall remit by telegraphic transfer the fifth installment to the bank specified in advance in writing by the BUILDER in the name of the BUYER'S bank with instructions of the amount so remitted to be payable to the BUILDER against a copy of PROTOCOL OF DELIVERY and ACCEPTANCE OF THE DRILLSHIP signed by the BUYER and the BUILDER.

 
11
 

Simultaneously with each of all such payment, the BUYER shall cause the BUYER'S BANK to advise the BUILDER'S BANK of the details of such payments by authenticated bank cable or telefax.

No payment due under this Contract shall be delayed, suspended or withheld by the BUYER on account of any dispute or disagreement between the parties hereto. Any claim that the BUYER may have against the BUILDER hereunder shall be settled and liquidated separately from any payment by the BUYER to the BUILDER hereunder.

6.
Notice of Payment before Delivery:

With the exception of the first installment, the BUILDER shall give the BUYER Ten (10) banking days prior notice in writing or telefax or telex of the anticipated due date and amount of each installment payable on or before delivery of the DRILLSHIP.

7.
Expenses:

Expenses and bank charges for remitting payments and any taxes, duties, expenses and fees referred to in paragraph 2 of Article XIV of this Contract connected with such payment shall be for account of the BUYER.

8.
Prepayment:

Prepayment of any installment due on or before delivery of the DRILLSHIP shall be subject to mutual agreement between the parties hereto.

(End of Article)

 
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ARTICLE III - ADJUSTMENT OF CONTRACT PRICE

The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

1.
Delivery:

 
(a)
No adjustment shall be made and the Contract Price shall remain unchanged for the first 30 days of delay in delivery of the DRILLSHIP beyond the Delivery Date as defined in Article VII hereof (ending as of twelve o'clock midnight of the 31st day of delay).

 
(c)
If the delivery of the DRILLSHIP is delayed more than 30 days after the Delivery Date, then, in such event, beginning at twelve o'clock midnight of the 31st day after the Delivery Date, the Contract Price shall be reduced by the sum of Hundred and twenty thousand United States Dollars (US$ 120,000) for each full day for which thereafter delivery is delayed.

However, the total reduction in the Contract Price pursuant to this Paragraph (b) shall not be more than as would be the case for a delay of 180 days counting from midnight of the 31st day after the Delivery Date at the above specified rate of reduction.

 
(c)
However, if the delay in delivery of the DRILLSHIP should continue for a period of 210 days from the Delivery Date in Paragraph 1 of Article VII, then in such event, and after such period has expired, the BUYER may, at its option, rescind this Contract in accordance with the provisions of Article X hereof.

The BUILDER may, at any time after the expiration of the aforementioned 210 days of delay in delivery, if the BUYER has not served notice of rescission as provided in Article X hereof, demand in writing that the BUYER shall make an election, in which case the BUYER shall, within Twenty (20) days after such demand is received by the BUYER, notify the BUILDER of its intention either to rescind this Contract or to consent to the acceptance of the DRILLSHIP at a specified future date which date BUILDER represents to BUYER is the earliest date BUILDER can deliver the DRILLSHIP to BUYER under this Contract, based on the circumstances then known. If the BUYER shall not make an election within Twenty (20) days as

 
13
 

provided hereinabove, the BUYER shall be deemed to have accepted such extension of the delivery date to the future delivery date indicated by the BUILDER and it being understood by the parties hereto that if the DRILLSHIP is not delivered by such specified date, the BUYER shall have the same right of rescission upon the same terms and conditions as hereinabove provided.

 
(d)
If, at the time of actual delivery the BUYER has entered into an unconditional charter contract providing for the immediate deployment of the DRILLSHIP to provide services in return for the payment of cash consideration upon delivery of the DRILLSHIP (the "Delivery Contract"), and, should Delivery occur before twelve o'clock midnight on the Delivery Date and the third party accepts to take such early delivery under the Delivery Contract, then in such event, the final installment of the Contract Price shall be increased by the sum of Seventy five thousand United States Dollars (US$ 75,000) for each full day of early delivery, beginning at the time of actual delivery of the DRILLSHIP until twelve o'clock midnight on July 31, 2011, provided that the aggregate increases to the Contract Price for early delivery of the DRILLSHIP shall not exceed Three million United States Dollars (US$ 3,000,000) (the "Bonus").

 
(e)
For the purpose of this Article, the delivery of the DRILLSHIP shall be deemed to be delayed when and if the DRILLSHIP, after taking into account all postponements of the Delivery Date by reason of permissible delay as defined in Article VIII and/or any other reason under this Contract, is not delivered by the date upon which delivery is required under the terms of this Contract.

2.
Speed:

 
(a)
The Contract Price shall not be affected or changed by reason of the trial speed (as determined according to the Specifications) being less than the guaranteed speed, if such variation is not more than 0.5 knots.

 
(b)
However, commencing with and including such deficiency of 0.5 knots in trial speed below the guaranteed speed of the DRILLSHIP, the Contract Price shall be reduced by Eighty thousand United States Dollars (US$ 80,000) for each 0.1 knot below the guaranteed speed.

 
(c)
If the deficiency in the speed upon final sea trial is more than one (1) knot below the guaranteed speed of the DRILLSHIP, then the BUYER may, at its option, reject the

 
14
 

DRILLSHIP and rescind this Contract in accordance with the provisions of Article X hereof, or may accept the DRILLSHIP at a reduction in the Contract Price at a rate of One Hundred Thousand United States Dollars (U$ 100,000) for each 0.1 knot below 11.5 knots.

3.
Fuel Consumption for the Diesel Generator Prime Drivers:

 
(a)
The Contract Price shall not be affected or changed in case the actual fuel consumption for each engine, as determined by the shop trial as specified in the Specifications, is not more than one percent (1%) in excess of the Guaranteed Fuel Consumption specified in Paragraph 2 of Article I.

 
(b)
However, in the event that the actual fuel consumption of any engine at the shop trial is in excess of one percent (1%) of the Guaranteed Fuel Consumption, the Contract Price shall be reduced by the sum of Forty thousand United States Dollars (US$ 40,000) for each one percent (1%) per engine by which the actual fuel consumption of any engine exceeds the Guaranteed Fuel Consumption plus One percent (1%).

 
(c)
The BUYER has an option to reject the DRILLSHIP and rescind the Contract in accordance with the provisions of Paragraphs 1, 2 and 3 of Article X -RESCISSION BY BUYER hereof in the event the actual fuel consumption of any engine is more than five percent (5%) in excess of the Guaranteed Fuel Consumption.

4.
Variable Load Capacity:

 
(a)
In the event that the actual Variable Load Capacity of the DRILLSHIP is more than 500 metric tons below the Guaranteed Variable Deck Load Capacity of the DRILLSHIP, then the Contract Price shall be reduced by Four thousand United States Dollars (US$ 4,000) per each metric ton of the shortfall below 19,500 metric tons.

 
(b)
In the event that the actual Variable Load Capacity of the DRILLSHIP is more than 1,500 metric tons below the Guaranteed Variable Load Capacity of the DRILLSHIP, then the BUYER may at its option reject the DRILLSHIP and rescind the Contract in accordance with the provisions of Paragraphs 1, 2 and 3 of Article X

 
15
 

- RESCISSION BY BUYER hereof or accept the DRILLSHIP at a reduction in the Contract Price of Four million United States Dollars (US$ 4,000,000).

5.
Effect of Rescission:

It is expressly understood and agreed by the parties that in any case, if the BUYER rescinds this Contract under this Article, the BUYER shall not be entitled to any liquidated damages, or any other recourse unless by means of the provisions of Article X hereof.

(End of Article)

 
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ARTICLE IV - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION

1.
Approval of Plans and Drawings:

All plans and drawings of HN.1837 shall be deemed to be approved and applicable to the Drillship without any distinct approval procedure.

2.
Appointment of BUYER'S Supervisor:

The BUYER may send to and maintain at the Shipyard, at the BUYER'S own cost and expense, one supervisor (herein called the "Supervisor") who shall be duly authorized in writing by the BUYER, which authorization shall be described in a separate letter to be sent to the BUILDER prior to the Supervisor's arrival, to act on behalf of the BUYER in connection with the modifications of the Specifications, adjustments of the Contract Price and Delivery Date in writing, approval of the plans and drawings, attendance to the tests and inspections relating to the DRILLSHIP, its machinery, equipment and outfittings, and any other matters for which he is specifically authorized by the BUYER. The Supervisor may appoint assistant(s) to attend at the Shipyard for the purposes as aforesaid. In the event that assignment, novation or resale occurs under the Article XIII and as a result, BUYER'S Supervisor is changed during the construction of the DRILLSHIP, any and all matters determined by mutual agreement between the BUYER'S Supervisor and the BUILDER prior to the dispatch of a new Supervisor shall be accepted and complied by the new Supervisor. In case two or more Supervisors are dispatched to the Shipyard and authorized to perform the supervision, each of them will form uniform opinions between them to keep the design and specifications so as not to adversely affect the Contract Price and Delivery of the DRILLSHIP. In the event of any additional costs attributable to dispatch of two or more Supervisors due to resale, novation, charter or any other occurrence otherwise resulting from the BUYER side, such costs shall be solely borne by the BUYER and the BUYER shall reimburse and hold harmless the BUILDER from any such costs and expenses.

3.
Inspection by the Supervisor:

The necessary inspections of the DRILLSHIP, its machinery, equipment and outfittings shall be carried out by the Classification Society, other regulatory bodies and/or the Supervisor throughout the entire period of construction in order to ensure that the design,

 
17
 


construction, building, launching, equipping, testing and completion of the DRILLSHIP is duly performed in accordance with the Contract and the Specifications.

The BUILDER shall give a written notice to the Supervisors reasonably in advance of the date and place of tests and inspections for the convenience of their attendance. Failure of the Supervisors to be present at such tests and inspections after due notice to them as above provided, shall be deemed to be a waiver of their right to be present. In such cases, the BUYER shall be obliged to accept the results of such tests and inspections on the basis of the BUILDER'S certificate subject to acceptance by the Classification Society.

Whether or not the Supervisors have been present, the BUILDER shall promptly deliver to the BUYER or the Supervisors a copy of the results of all tests and inspections.

For tests or inspections outside the Shipyard sufficient advance notice to allow for the Supervisor to arrange transportation shall be given. This advance notice should not be less than three (3) days for tests or inspection that require air travel for attendance.

The inspection schedule must be reasonable at all times in order to allow the Supervisor to carry out their duties properly and inspections must be spread over reasonable time, but in follow building schedule at the same rate.

BUILDER may request BUYER'S Supervisor to attend the inspection and tests during public holidays and weekends and/or Company holidays in order to keep BUILDER'S construction schedule. BUYER'S Supervisor shall fully cooperate with BUILDER and promptly attend such inspection/tests including those for surface preparation and painting work, which are especially vulnerable to weather condition and time interval. However, BUILDER shall keep such inspection and tests to a minimum and only when the inspection and tests affect BUILDER'S construction schedule. The BUILDER'S prior notice of such inspection/test schedule shall be informed to the BUYER'S Supervisor one (1) day in advance as a minimum.

If any of the BUYER'S Supervisors discover any construction, material or workmanship which is not deemed to conform to the requirements of this Contract and/or the Specifications, the BUYER'S Supervisors shall promptly give the BUILDER a notice in writing that such alleged non-conformity exists. Upon receipt of such notice from the BUYER'S Supervisor, the BUILDER shall correct such non-conformity, if the BUILDER agrees to his view. Any disagreement shall be resolved in accordance with Paragraph 1

 
18
 

of Article XII and shall to the extent possible not prevent the progress of the construction and the timely delivery of the DRILLSHIP.

If, following such disagreement, the Classification Society or the arbitrator enters a determination in favor of the BUYER, then in such case the BUILDER shall immediately correct such non-conformity subject to Article VI 4. (b). If the Classification Society or the arbitrator enters a determination in favor of the BUILDER, then the time for delivery of the DRILLSHIP shall be extended for the period of any actual delay in construction, if any, occasioned by such proceedings (but not by any time by which the period is extended owing to the BUILDER's own default), and the BUYER shall pay the BUILDER interest at the rate of five percent (5%) per annum on the outstanding Instalments of the Contract Price for the said period of delay.

In working hours during construction of the DRILLSHIP until delivery thereof, the BUYER's Supervisors shall, subject to the reasonable requirements of the Shipyard's work program and safety control, be permitted free and ready access to the DRILLSHIP, her machinery and equipment, and to any other place where work on the DRILLSHIP is being done, or materials are being processed or stored in connection with the construction of the DRILLSHIP, including the yards, workshops, stores and offices of the BUILDER, and the premises of subcontractors of the BUILDER, who are doing work or storing materials in connection with the DRILLSHIP's construction.

4.
Facilities:

The BUILDER shall furnish the Supervisor and his assistant(s) with adequate office space and such other reasonable facilities according to the BUILDER'S practice at or in the immediate vicinity of the Shipyard as may be necessary to enable them to effectively carry out their duties. The BUYER shall pay for all such facilities other than office space at the BUILDER'S normal rate of charge.

5.
Liability of BUILDER:

The BUILDER agrees to fully protect, defend, indemnify and hold BUYER harmless from and against all liabilities, obligations, claims or actions for personal injury or death arising out of performance by BUILDER or BUYER of their obligations hereunder prior to the acceptance by BUYER of the DRILLSHIP, and asserted by or on behalf of,

(i)  any employee, agent, contractor, or subcontractor of BUILDER,  or

 
19
 

(ii)  any employee of any agent, contractor, or subcontractor of BUILDER, regardless of the basis of such claims and even if such claims should arise out of the sole or concurrent fault or negligence of BUYER, or any employee, agent, contractor or subcontractor of BUYER.

Similarly, the BUYER agrees to fully protect, defend, indemnify and hold BUILDER harmless from and against all liabilities, obligations, claims or actions for personal injury or death arising out of performance by BUILDER or BUYER of their obligations hereunder prior to the acceptance by BUYER of the DRILLSHIP, and asserted by or on behalf of,
(i) 
any employee, agent, contractor, or subcontractor of BUYER,
or
 
(ii)
any employee of any agent, contractor, or subcontractor of BUYER, regardless of the basis of such claims and even if such claims should arise out of the sole or concurrent fault or negligence of BUILDER, or any employee, agent or subcontractor of BUILDER.

6.
Responsibility of BUYER:

The BUYER shall undertake and assure that the Supervisor shall carry out his duties hereunder in accordance with the normal shipbuilding practice of the BUILDER, which BUILDER represents and confirms is in all material respects in accordance with normal shipbuilding practice and in such a way so as to avoid any unnecessary increase in building cost, delay in the construction of the DRILLSHIP, and/or any disturbance in the construction schedule of the BUILDER.

The BUILDER has the right to request the BUYER to replace the Supervisor who is deemed unsuitable and unsatisfactory for the proper progress of the DRILLSHIP's design, construction, building, launching, equipping, and completion. The BUYER shall investigate the situation by sending its representative(s) to the Shipyard if necessary, and if the BUYER considers that such BUILDER'S request is justified, the BUYER shall effect such replacement as soon as conveniently possible.

7.
Delivery and Construction Schedule:

Attached hereto as Exhibit "3" is a tentative Delivery and Construction Schedule, and within one hundred and eighty (180) days after the date of this Contract, BUILDER shall deliver or cause to be delivered to BUYER a final Delivery and Construction

 
20
 

Schedule (herein, as from time to time amended with notice to the BUYER, referred to as the "Schedule"), prepared in reasonable detailed schedule and setting forth the estimated time table for the design, construction, building, launching, equipping, testing and completion of the DRILLSHIP, it being understood that the Schedule may be used by BUYER for purposes of verifying and measuring the progress being made under the terms of this Contract. In the event the actual progress of the construction of the DRILLSHIP is lagging behind the Schedule, the BUILDER shall issue a recovery plan to overcome such lagging so that the planned Delivery Date shall not be affected.

During the course of performance of this Contract the BUILDER shall submit to the BUYER on a monthly basis;

a)
a status report on the DRILLSHIP's construction as compared with the Schedule;

b)
a report setting out the actual progress in performance of this Contract during the previous month as compared with the Schedule, including monthly progress photographs illustrating the progress of the construction;

c)
a list of modifications or changes (if any) agreed during the previous month;

d)
a document register showing the status of document preparation and planned and actual completion of documents.

(End of Article)

 
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ARTICLE V - - MODIFICATIONS, CHANGES AND EXTRAS

1.
How Effected:

The Specifications may be modified and/or changed by written agreement of the parties, however, that any modifications and/or changes requested by the BUYER or an accumulation of such modifications and/or changes will not adversely affect the BUILDER'S planning or program in relation to the BUILDER'S other commitments and if the BUYER shall assent to adjustment of the Contract Price, time for delivery of the DRILLSHIP, other terms and conditions of this Contract and the Specifications occasioned by or resulting from such modifications and/or changes. The BUILDER hereby agrees to exert its best efforts to accommodate such reasonable request by the BUYER so that the said changes and/or modifications may be made at a reasonable cost and within the shortest period of time that is reasonably possible.

Any such agreement for modifications and/or changes shall include an agreement as to the increase or decrease, if any, in the Contract Price of the DRILLSHIP together with an agreement as to any extension or reduction in the time of delivery, or any other alterations in this Contract or the Specifications occasioned by such modifications and/or changes.

The aforementioned agreement to modify and/or change the Specifications may be effected by an exchange of letters signed by the authorized representatives of the parties hereto, or telefax confirmed in writing, manifesting such agreement. Such letters and confirmed message exchanged by the parties hereto pursuant to the foregoing shall constitute an amendment of the Specifications, and such letters and message shall be incorporated into this Contract and made a part hereof.

The failure of the parties to agree on the increase or decrease in the Contract Price, or extension or reduction in the time of delivery, if any, for any modifications or changes requested by the BUYER shall not prevent the BUILDER from performing any agreed work so as not to prevent the proper progress of the DRILLSHIP's design, construction, building, launching, equipping, testing and completion, but shall be dealt with in accordance with Article XII.

 
22
 

The BUILDER may make minor changes to the Specifications, if found necessary for introduction of improved production methods or otherwise, provided that the BUILDER shall first obtain the BUYER'S approval that shall not be unreasonably withheld.

2.
Changes in Rules of Classification Society, Regulations, etc.:

If, after the Effective Date of the Contract of HN.1837, any requirements as to Classification Society, or as to the rules and regulations to which the construction of the DRILLSHIP is required to conform, are altered or changed by the Classification Society or regulatory bodies authorized to make such alterations or changes, either of the parties hereto, upon receipt of information thereof, shall transmit such information in full to the other party in writing within fourteen (14) days after receipt of the said information and thereafter the BUYER shall instruct the BUILDER in writing if such alterations or changes shall be made in the DRILLSHIP or not, in the BUYER'S sole discretion.

 
(a)
However, if such alterations or changes are compulsory for the construction of DRILLSHIP, the BUILDER shall incorporate such alterations or changes into the construction of the DRILLSHIP, provided that the parties shall agree on any increase or decrease in the Contract Price, extension or reduction in time of delivery of the DRILLSHIP and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such alterations or changes.

 
(b)
If such alterations or changes are not compulsory for the construction of the DRILLSHIP, but the BUYER desires to incorporate such alterations or changes into the construction of the DRILLSHIP, then the BUYER shall notify the BUILDER in writing of such intention within fourteen (14) days after receipt of the said information. The BUILDER shall accept such alterations or changes, provided that the parties shall agree on any increase or decrease in the Contract Price, extension or reduction in time of delivery of the DRILLSHIP and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such alterations or changes.

Such agreement of the BUYER shall be effected in the same manner as provided in Paragraph 1 of this Article for modifications and/or changes of the Specifications. The failure of the parties to agree on the increase or decrease in the Contract Price, or extension or reduction in the time of delivery, if any, for any modifications or changes requested by the BUYER shall not prevent the BUILDER from performing any agreed work so as not to prevent the proper progress of the DRILLSHIP's design, construction,

 
23
 

building, launching, equipping, testing and completion, but shall be dealt with in accordance with Article XII.

3.
Substitution of Materials:

In the event that any of the materials required by the Specifications or otherwise under this Contract for the construction of the DRILLSHIP can not be procured in time to effect timely delivery of the DRILLSHIP, or are in short supply, (other than as the result of any neglect or omission on the part of the BUILDER) the BUILDER may, provided the BUYER so agrees in writing, supply other materials and equipment of the best available and like quality, capable of meeting the requirements of the Classification Society and of the rules, regulations, requirements and recommendations with which the construction of the DRILLSHIP must comply. Any agreement as to such substitution of materials shall be effected in the manner as provided in Paragraph 1 of this Article, and shall, likewise, include decrease or increase in the Contract Price and other terms and conditions of this Contract affected by such substitution.

(End of Article)

 
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ARTICLE VI - TRIALS AND ACCEPTANCE

1.
Notice:

The sea trial shall start when the DRILLSHIP is reasonably completed in all material respects according to the Specifications, and otherwise any and all tests or trials shall be performed and notified as per the scope of the subsequent Drillship of HN.1837 in accordance with the Specifications.

The BUILDER shall give the BUYER at least Thirty (30) days estimated prior notice and seven (7) days confirming prior notice in writing or by telefax confirmed in writing of the time and place of the sea trial of the DRILLSHIP, and the BUYER shall promptly acknowledge receipt of such notice. The BUYER shall have its representative and his assistant(s) on board the DRILLSHIP to witness such sea trial.

Failure in attendance of the BUYER'S representative at the sea trial of the DRILLSHIP for any reason whatsoever after due notice to the BUYER as above provided shall be deemed to be a waiver by the BUYER of its right to have its representative on board the DRILLSHIP at the sea trial, and the BUILDER may conduct the sea trial without attendance of the BUYER'S representative, and in such case the BUYER shall be obligated to accept the DRILLSHIP on the basis of certificates of the Classification Society and a certificate of the BUILDER stating that the DRILLSHIP, upon sea trial, is found to conform to this Contract and the Specifications.

2.
Weather Condition:

The sea trial and any other tests and trials of the DRILLSHIP as per the Specifications shall be carried out under the weather condition that is deemed favorable enough by the judgment of both the BUYER and the BUILDER and as per the Specifications. In the event of unfavorable weather on the date specified for the sea trial or other tests and trials as per the Specifications, the same shall take place on the first available day thereafter that the weather condition permits. It is agreed that, if during the sea trial or other tests and trials of the DRILLSHIP as per the Specifications, the weather should suddenly become so unfavorable that orderly conduct of the test or trial can no longer be continued, the test or trial shall be discontinued and postponed until the first favorable day next following, unless the BUYER shall assent in writing to acceptance of the

 
25
 

DRILLSHIP on the basis of the tests and trials already made before such discontinuance has occurred.

Any delay of sea trial caused by such unfavorable weather condition shall operate to postpone the Delivery Date by the period of the delay involved and such delay shall be deemed as permissible delay in the delivery of the DRILLSHIP.

3.
How Conducted:

 
(a)
The sea trial and any other tests and trials as per the Specifications shall be conducted in the manner prescribed in the Specifications, and shall prove full fulfillment of the performance requirements for the trial run as set forth in the Specifications.

 
(b)
All risk and expenses in connection with the sea trial and any other tests and trials are to be for account of the BUILDER and the BUILDER shall provide, at its own expense, fuel oil, lubes, stores and the necessary crew to comply with conditions of safe navigation.

 
(c)
Notwithstanding above (b), the BUYER shall provide drilling crews at it's own expense during tests and trials for drilling system. The crews shall perform the tests and trials under the BUILDER's responsibility and risk and familiarized themselves with the system for the final take over of the Drillship.

4.
Method of Acceptance or Rejection.

 
(a)
Upon completion of the sea trial, the BUILDER shall give the BUYER a notice by telefax of completion of the trial run, as and if the BUILDER considers that the results of trial run indicate conformity of the DRILLSHIP to this Contract and the Specifications. The BUYER shall, within Five (5) days after receipt of such notice from the BUILDER, notify the BUILDER by telefax of its acceptance or rejection of the DRILLSHIP's conformity to this Contract and Specifications.

 
(b)
However, if the result of the sea trial is unacceptable, or if the DRILLSHIP, or any part or equipment thereof, (except a defect in the BUYER'S supplies not being the responsibility of the BUILDER) does not conform to the requirements of this Contract and/or the Specifications, or if the BUILDER is in agreement to non-

 
26
 

conformity as specified in the BUYER'S notice of rejection, then, the BUILDER shall take necessary steps to correct such non-conformity.

Upon completion of correction of such non-conformity, and re-test or trial if necessary, the BUILDER shall give the BUYER notice thereof by telefax confirmed in writing.

The BUYER shall, within Five (5) days after receipt of such notice from the BUILDER, notify the BUILDER of its acceptance or rejection of the DRILLSHIP.

(c)
In the event that the BUYER rejects the DRILLSHIP, the BUYER shall indicate in detail in its notice of rejection in what respect the DRILLSHIP, or any part or equipment thereof (except a defect in the BUYER'S supplies not the responsibility of the BUILDER) does not conform to this Contract and/or the Specifications.

(d)
In the event that the BUYER fails to notify the BUILDER by telefax confirmed in writing of the acceptance of or the rejection together with the reason therefore of the DRILLSHIP within the period as provided in the above Sub-paragraph (a) or (b), the BUYER shall be deemed to have accepted the trial results and/or the DRILLSHIP, as appropriate.

(e)
Any dispute between the BUILDER and the BUYER as to the conformity or non­conformity of the DRILLSHIP to the requirements of this Contract and/or the Specifications shall be submitted for final decision in accordance with Article XII hereof.

(f)
The BUYER shall not be entitled to refuse acceptance of the DRILLSHIP by reason of any minor or insubstantial non-conformity with this Contract and the Specifications. For the purpose of this Sub-paragraph, a minor or insubstantial non­conformity shall mean a non-conformity that does not impair the safe or efficient operation of the DRILLSHIP and shall exclude any non-conformities affecting compliance with the rules and regulations of the Classification Society and other relevant Regulatory Bodies of the DRILLSHIP as defined in the Specifications. The BUILDER shall remain obliged to correct and/or remedy such minor or insubstantial non-conformities as soon as reasonably possible following delivery of the DRILLSHIP.

5.
Effect of Acceptance:

 
27
 

Acceptance of the DRILLSHIP as above provided shall be final and binding so far as conformity of the DRILLSHIP to this Contract and the Specifications is concerned and shall preclude the BUYER from refusing formal delivery of the DRILLSHIP as hereinafter provided, if the BUILDER complies with all other procedural requirements for delivery as provided in Article VII hereof. However, the BUYER'S acceptance of the DRILLSHIP shall not affect the BUYER'S rights under Article IX hereof.

6
Disposition of Surplus Consumable Stores:

Any fuel oil furnished and paid for by the BUILDER for sea trial remaining on board including in systems and pipes of the DRILLSHIP, at the time of acceptance of the DRILLSHIP by the BUYER, shall be bought by the BUYER from the BUILDER at the BUILDER'S purchase price for such supply in Korea and payment by the BUYER thereof shall be made at the time of delivery of the DRILLSHIP.

The BUILDER shall pay the BUYER at the time of delivery of the DRILLSHIP an amount for the consumed quantity during sea trial of any lubricating oil and greases which were furnished and paid for by the BUYER, if any, at the BUYER'S purchase price thereof.

(End of Article)

 
28
 

ARTICLE VII – DELIVERY

1.
Time and Place:

The DRILLSHIP shall be delivered by the BUILDER to the BUYER at the Shipyard on or before July 31, 2011 (unless delays occur in the construction of the DRILLSHIP or in any performance required under this Contract due to causes which under the terms of this Contract permit postponement of the date of delivery, in which event, the aforementioned date for delivery of the DRILLSHIP shall be changed accordingly) or, such earlier date after completion of the DRILLSHIP according to this Contract and the Specifications.

The aforementioned date, or such earlier or later date to which the requirement of delivery is advanced or postponed pursuant to this Contract, is herein called the "Delivery Date".

2.
When and How Effected:

Provided that the BUILDER and the BUYER shall have fulfilled all of their obligations stipulated under this Contract, the delivery of the DRILLSHIP shall be effected forthwith by the concurrent delivery by each of the parties hereto to the other of the PROTOCOL OF DELIVERY AND ACCEPTANCE, acknowledging delivery of the DRILLSHIP by the BUILDER and acceptance thereof by the BUYER.

3.
Documents to be delivered to BUYER:

Upon delivery and acceptance of the DRILLSHIP, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE.
 
 
(a)
PROTOCOL OF TRIALS of the DRILLSHIP made pursuant to the Specifications.

 
(b)
PROTOCOL OF INVENTORY of the equipment of the DRILLSHIP, including spare parts and the like, as specified in the Specifications.

 
(c)
PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under paragraph 6 of Article VI hereof.

 
29
 

 
(d)
ALL CERTIFICATES including the BUILDER'S CERTIFICATE required to be furnished upon delivery of the DRILLSHIP pursuant to this Contract and the Specifications.

It is agreed that if, through no fault on the part of the BUILDER, the Classification certificates and/or other certificates are not available at the time of delivery of the DRILLSHIP, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued.

Application and certificate for statutory inspections for the registry of the DRILLSHIP shall be arranged by the BUYER at its expense.

 
(e)
DECLARATION OF WARRANTY of the BUILDER that the DRILLSHIP is delivered to the BUYER free and clear of any liens, charges, claims, mortgages, or other encumbrances upon the BUYER'S title thereto, and in particular that the DRILLSHIP is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by Korean Governmental Authorities or any other Authorities, as well as all liabilities of the BUILDER to its subcontractors, employees and crew, and of all the liabilities arising from the operation of the DRILLSHIP in trial runs, or otherwise, prior to delivery.

 
(f)
DRAWINGS AND PLANS and any other technical documentation pertaining to the DRILLSHIP as stipulated in the Specifications

 
(g)
COMMERCIAL INVOICE.
 
(h)
Bill of Sale to be notarized and apostiled
 
(i)
Builder's Resolution of Board of Directors to be notarized and apostiled
 
(j)
Power of Attorney to be notarized and apostiled
 
(k)
Goodstanding Certificate
 
(1)
Confirmation by ABS to Malta Maritime Authority
 
(m)
Builder's Certificate

4.
Tender of DRILLSHIP:

If the BUYER fails to take delivery of the DRILLSHIP after completion thereof according to this Contract and the Specifications without any justifiable reason, the

 
30
 

BUILDER shall have the right to tender delivery of the DRILLSHIP after accomplishment of all BUILDER'S obligations as provided herein.

5.
Title and Risk:

Title to and risk of loss of the DRILLSHIP shall pass to the BUYER only upon the delivery and acceptance thereof having been completed as stated above; it being expressly understood that, until such delivery is effected, title to and risk of damage to or loss of the DRILLSHIP and her equipment shall be in the BUILDER.

6.
Removal of DRILLSHIP:

The BUYER shall take possession of the DRILLSHIP immediately upon delivery and acceptance thereof and shall remove the DRILLSHIP from the premises of the Shipyard within Three (3) days after delivery and acceptance thereof is effected.

If the BUYER shall not remove the DRILLSHIP from the premises of the Shipyard within the aforesaid Three (3) days, in such event, the BUYER shall pay to the BUILDER the reasonable mooring charges of the DRILLSHIP.

(End of Article)

 
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ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)

1.
Causes of Delay (Force Majeure):

If, at any time either the construction or delivery of the DRILLSHIP or any performance required hereunder as a prerequisite to the delivery thereof is delayed by any of the following events; namely war, acts of state or government, blockade, revolution, insurrections, mobilization, civil commotion, riots, strikes, sabotage, lockouts, Acts of God or the public enemy, plague or other epidemics, quarantines, prolonged failure of electric current, freight embargoes, or defects in major forgings or castings, if any, or shortage of materials, machinery or equipment in inability to obtain delivery or delays in delivery of materials, machinery or equipment other than resulting from any act, omission or improvidence of the BUILDER or its agents, employees or Subcontractors, provided that at the time of ordering the same could reasonably be expected by the BUILDER to be delivered in time, or defects in materials, machinery or equipment which could not have been detected by the BUILDER using reasonable care,  or earthquakes, tidal waves, typhoons, hurricanes, prolonged or unusually severe weather conditions or delay in the construction of the BUILDER'S other new-building projects in the same dry-dock due to any such causes as described in this Article which in turn delay the keel laying and eventual delivery of the DRILLSHIP in view of the Shipyard's overall building program or the BUILDER'S performance under this Contract, or by destruction of the premises or works of the BUILDER or its sub-contractors, or of the DRILLSHIP, or any part thereof, by fire, landslides, flood, lightning, explosion, or other causes beyond the control of the BUILDER, or its sub-contractors, as the case may be, or for any other causes which, under terms of this Contract, authorize and permit extension of the time for delivery of the DRILLSHIP, then, in the event of delays due to the happening of any of the aforementioned contingencies, the Delivery Date of the DRILLSHIP under this Contract shall be extended for a period of time which shall not exceed the total accumulated time of all such delays.

The BUILDER'S entitlement to extension of the Delivery Date due to any of the aforesaid events shall, however, always be subject to the delay, or any part of the delay, not being caused by the BUILDER'S error, neglect, act or omission or that of its agents, employees or Subcontactors, and that the BUILDER having taken all reasonable steps to mitigate the effect of the event upon the Delivery Date.

 
32
 

2.
Notice of Delay:

Within Ten (10) days after the date of occurrence of any cause of delay, on account of which the BUILDER claims that it is entitled under this Contract to a postponement of the Delivery Date, the BUILDER shall notify the BUYER in writing or by telefax confirmed in writing of the date when such cause of delay occurred. Likewise, within Ten (10) days after the date of ending of such cause of delay, the BUILDER shall notify the BUYER in writing or by telefax confirmed in writing of the date when such cause of delay ended.

The BUILDER shall also notify promptly the BUYER of the period, by which in their opinion the Delivery Date is postponed by reason of such cause of delay. If the BUILDER does not give the timely advice as above, the BUILDER shall lose the right to claim such delays as permissible delay.

Failure of the BUYER to acknowledge to the BUILDER's claim for postponement of the Delivery Date within Ten (10) days after receipt by the BUYER of such notice of claim shall be deemed to be a waiver by the BUYER of its right to object to such postponement of the Delivery Date.

3.
Definition of Permissible Delay:

Delays on account of such causes as specified in Paragraph 1 of this Article and any other delay of a nature which under the terms of this Contract permits postponement of the Delivery Date shall be understood to be permissible delays and are to be distinguished from unauthorized delays on account of which the Contract Price is subject to adjustment as provided for in Article III hereof.

4.
Right to Rescind for Excessive Delay:

If the total accumulated time of all delays claimed by the BUILDER on account of the causes specified in Paragraph 1 of this Article, excluding other delays of the nature which under the terms of this Contract permit postponement of the Delivery Date, amounts to Two Hundred and Ten (210) days or more, then, in such event, the BUYER may rescind this Contract in accordance with the provisions of Article X hereof.

The BUILDER may, at any time after the accumulated time of the aforementioned delays justifying rescission by the BUYER, demand in writing that the BUYER shall

 
33
 

make an election, in which case the BUYER shall, within Fourteen (14) working days after such demand is received by the BUYER either notify the BUILDER of its intention to rescind this Contract, or consent to a postponement of the Delivery Date to an agreed specific future date, which date BUILDER represents to BUYER is the earliest date BUILDER can deliver the DRILLSHIP to BUYER, based on the circumstances then known, it being understood by the parties hereto that if the DRILLSHIP is not delivered by such future date, the BUYER shall have the same right of rescission upon the same terms and conditions as hereinabove provided.

(End of Article)

 
34
 

ARTICLE IX - WARRANTY OF QUALITY

1.
Guarantee:

The BUILDER, for the period of Twelve (12) months after delivery of the DRILLSHIP (hereinafter called "Guarantee Period"), guarantees the DRILLSHIP and her engines, including all parts and equipment manufactured, furnished or installed by the BUILDER or its subcontractors under this Contract, and including the machinery, equipment and appurtenances thereof (including the installation work performed or required to be performed by BUILDER under this Contract for the BUYER supplied or furnished equipment), under the Contract but excluding any item which is supplied or designated by the BUYER or by any other bodies on behalf of the BUYER, against all defects discovered within the Guarantee Period which are due to defective material, design and/or poor workmanship or negligent or other improper acts or omissions on the part of the BUILDER or its subcontractors (hereinafter called the "Defect" or "Defects") and are not a result of accident, ordinary wear and tear, misuse, mismanagement, negligent or other improper acts or omissions or neglect on the part of the BUYER, its employee or agents.

2.
Notice of Defects:

The BUYER shall notify the BUILDER in writing, or by telefax confirmed in writing, of any Defect for which claim is made under this guarantee, as promptly as possible after discovery thereof. The BUYER'S written notice shall describe the nature, cause and extent of the Defects.

The BUILDER shall have no obligation for any Defect discovered prior to the expiry date of the Guarantee Period, unless notice of such Defect is received by the BUILDER not later than Fourteen (14) working days after the expiry of the Guarantee Period.

3.
Remedy of Defects:

(a)
The BUILDER shall remedy, at its expense, any Defect against which the DRILLSHIP is guaranteed under this Article, by making all necessary repairs or replacements at the Shipyard.

 
35
 

(b)
However, if it is impracticable to bring the DRILLSHIP to the Shipyard, the BUYER may cause the necessary repairs or replacements to be made elsewhere which is deemed suitable for the purpose, provided that, in such event, the BUILDER may forward or supply replacement parts or materials to the nearest airport or port from the DRILLSHIP, unless forwarding or supplying thereof would impair or delay the operation or working schedule of the DRILLSHIP. In the event that the BUYER proposes to cause the necessary repairs or replacements for the DRILLSHIP to be made at any other shipyard or works than the Shipyard, the BUYER shall first, but in all events as soon as possible, give the BUILDER notice in writing or by telefax confirmed in writing of the time and place when and where such repairs will be made, and if the DRILLSHIP is not thereby delayed, or her operation or working schedule is not thereby impaired, the BUILDER shall have the right to verify by its own representative(s) the nature, cause and extent of the Defects complained of. The BUILDER shall, in such case, promptly advise the BUYER by telefax or telex after such examination has been completed, of its acceptance or rejection of the Defects as ones that are covered by the guarantee herein provided. Upon the BUILDER's acceptance of the Defects as justifying remedy under this Article, or upon award of the arbitration so determining, the BUILDER shall compensate the BUYER for such repairs or replacements a sum equal  to  the necessary and reasonable  cost  of making the  same repairs  or replacements in a competent shipyard at a reasonable location, at the prices prevailing at the time of such repairs or replacements are made. The reimbursement of the cost incurred in relation to guarantee works shall be paid after the repairs or replacements are made but if not made or the costs incurred for each such repair or replacement is below US$ 100,000, such costs shall be paid at the expiration of the guarantee period.

(c)
The BUILDER guarantees repairs or replacements to the DRILLSHIP made under the guarantee in paragraph 1 of this Article for a further period of Twelve (12) months from the date of completion of such repair or replacement. In any case, the maximum guarantee period shall not exceed Eighteen (18) months.

(d)
In any case, the DRILLSHIP shall be taken, at the BUYER'S cost and responsibility, to the place elected, ready in all respects for such repairs or replacement.

(e)
Any dispute under this Article shall be referred to arbitration in accordance with the provisions of Article XII hereof.

 
36
 

4.
Extent of BUILDER'S Responsibility

(a)
The BUILDER shall have no responsibility or liability for any other defect whatsoever in the DRILLSHIP than the Defects specified in Paragraph 1 of this Article, Nor the BUILDER shall in any circumstance be responsible or liable for any consequential or special loss, damage or expense including but not limited to loss of time, loss of profit of earning or demurrage directly or indirectly occasioned to the BUYER by reason of the Defects specified in Paragraph 1 of this Article or due to repairs or other works done to the DRILLSHIP to remedy such Defects.

(b)
The BUILDER shall not be responsible for any defect in any part of the DRILLSHIP which may, subsequently to delivery of the DRILLSHIP, have been replaced or repaired in any way by any other contractor, or for any defect which have been caused or aggravated by omission or improper use and maintenance of the DRILLSHIP on the part of the BUYER, its servants or agents or by ordinary wear and tear or by any other reason beyond control of the BUILDER.

(c)
The guarantee contained as hereinabove in this Article replaces and excludes any other liability, guarantee, warranty and/or condition imposed or implied by the law, customary, statutory or otherwise, by reason of the construction and sale of the DRILLSHIP by the BUILDER for and to the BUYER.

(End of Article)

 
37
 

ARTICLE X - - RESCISSION BY BUYER

1.
Notice:

The payments made by the BUYER prior to delivery of the DRILLSHIP shall be in the nature of advances to the BUILDER, and in the event that the DRILLSHIP is rejected by the BUYER or the Contract is rescinded by the BUYER in accordance with the terms of this Contract under and pursuant to any of the provisions of this Contract specifically permitting the BUYER to do so, then the BUYER shall notify the BUILDER in writing or by telefax confirmed in writing, and such rescission shall be effective as of the date when notice thereof is received by the BUILDER.

2.
Refundment by BUILDER:

In case the BUILDER receives the notice stipulated in Paragraph 1 of this Article, the BUILDER shall promptly refund to the BUYER the full amount of all sums paid by the BUYER to the BUILDER on account of the DRILLSHIP, together with the interest thereon, unless the BUILDER proceeds to the arbitration under the provisions of Article XII hereof. The BUILDER shall also return any BUYER'S Supplies, or if such cannot be returned, the BUILDER shall pay to the BUYER an amount equal to the BUYER's costs for such equipment.

In the event of such rescission by the BUYER, the BUILDER shall pay the BUYER interest at the rate of six percent (6%) per annum on the amount required herein to be refunded to the BUYER, computed from the respective dates on which such sums were paid by the BUYER to the BUILDER to the date of remittance by transfer of such refund to the BUYER by the BUILDER, provided, however, that if the said rescission by the BUYER is made under the provisions of Paragraph 4 of Article VIII hereof, then in such event the BUILDER shall pay the BUYER interest at the rate of four and a half percent (4.5%) per annum on the sums refundable.

As security for refund of installments prior to delivery of the DRILLSHIP, the BUILDER shall furnish to BUYER, prior to the due date of the first installment, with an irrevocable letter of guarantee covering the amount of such pre-delivery installments and issued by KEXIM, KDB, or a bank acceptable to the BUYER in favour of the BUYER. Such letter of guarantee shall have substantially the same form and substance as Exhibit "4" annexed hereto.

 
38
 

3.
Discharge of Obligations:

Upon such refund by the BUILDER to the BUYER, all obligations, duties and liabilities of each of the parties hereto to the other under this Contract shall be forthwith completely discharged, without prejudice, however, to any claims either party may have resulting from the other party's breach of any of its obligations under this Contract.

(End of Article)

 
39
 

ARTICLE XI - BUYER'S DEFAULT

1.
Definition of Default:

The BUYER shall be deemed to be in default of its performance of obligations under this Contract in the following cases:

(a)
If the first installment is not paid in full by the BUYER within the due date specified in Article II. 4 (a) after the receipt of original Refundment Guarantee or if any of the second, third or fourth installment is not paid in full by the BUYER to the BUILDER within Three (3) banking days in New York after such installment becomes due and payable as provided in Article II hereof; or

(b)
If a performance guarantee by Cardiff Marine Inc. is not presented to the BUILDER within 5 banking days from the Effective Date of this Contract.

(c)
If the fifth installment, after adjustment pursuant to the relevant provisions of this Contract, is not paid in full by the BUYER to the BUILDER concurrently with the delivery of the DRILLSHIP as provided in Article II hereof; or

(d)
If the BUYER, when the DRILLSHIP is duly tendered for delivery by the BUILDER in accordance with the provisions of this Contract, fails to accept the DRILLSHIP within Five (5) days from the tendered date without any specific and valid ground thereof under this Contract.

2.
Effect of Default on or before Delivery of DRILLSHIP:

(a)
Should the BUYER make default in payment of any installment of the Contract Price on or before delivery of the DRILLSHIP, the BUYER shall pay the installment(s) in default plus accrued interest thereon at the rate of six percent (6%) per annum computed from the due date of such installment provided in Paragraph 4 of Article II hereof up to the date when the BUILDER receives the payment, and, for the purpose of Paragraph 1 of Article VII hereof, the Delivery Date of the DRILLSHIP shall be automatically extended by a period of continuance of such default by the BUYER.

In any event of default by the BUYER, the BUYER shall also pay all charges and

 
40
 

expenses incurred to the BUILDER in direct consequence of such default.

(b)
If any default by the BUYER continues for a period of Fifteen (15) days, the BUILDER may, at its option, rescind this Contract by giving notice of such effect to the BUYER by telefax confirmed in writing.

Upon dispatch by the BUILDER of such notice of rescission, this Contract shall be forthwith rescinded and terminated. In the event of such rescission of this Contract, the BUILDER shall be entitled to retain any installment or installments already paid by the BUYER to the BUILDER on account of this Contract and the BUYER'S Supplies already delivered to the Shipyard, if any.

3.
Disposal of DRILLSHIP:

(a)
In the event that this Contract is rescinded by the BUILDER under the provisions of Paragraph 2(b) of this Article, the BUILDER may, at its sole discretion, either complete the DRILLSHIP and sell the same, or sell the DRILLSHIP in  its incomplete state, free of any right or claim of the BUYER. Such sale of the DRILLSHIP by the BUILDER shall be either by public auction or private contract at the BUILDER'S sole discretion and on such terms and conditions as the BUILDER shall deem fit.

(b)
In the event of such sale of the DRILLSHIP, the amount of the sale received by the BUILDER shall be applied firstly to all expenses attending such sale or otherwise incurred to the BUILDER as a result of the BUYER'S default, secondly to the payment of all costs and expenses of construction of the DRILLSHIP incurred to the BUILDER less BUYER'S Supplies and the installments already paid by the BUYER, and then to the compensation to the BUILDER for a reasonable cost due to rescission of this Contract, and finally to the repayment to the BUYER if any balance is obtained.

(c)
If the proceeds of sale are insufficient to pay such total costs and loss of profit as aforesaid, the BUYER shall promptly pay the deficiency to the BUILDER upon request.

(End of Article)

 
41
 

ARTICLE XII - ARBITRATION

1.
Decision by the Classification Society:

If any dispute arises between the parties hereto in regard to the design and/or construction of the DRILL SHIP, its machinery and equipment, and/or in respect of the materials and/or workmanship thereof and/or thereon, and/or in respect of interpretations of this Contract or the Specifications, the parties may by mutual agreement refer the dispute to the Classification Society or to such other expert as may be mutually agreed between the parties hereto, and whose decision shall be final, conclusive and binding upon the parties hereto.

2.
Proceedings of Arbitration in London UK,:

In the event that the parties hereto do not agree to settle a dispute according to Paragraph 1 of this Article and/or in the event of any other dispute of any kind whatsoever between the parties and relating to this Contract, including any dispute regarding its validity and existence, or its rescission or any stipulation herein, such dispute shall be submitted to arbitration in London.

If the dispute or difference does not exceed the sum of Five Hundred Thousand United States Dollars (US$ 500,000) the arbitration shall be conducted in accordance with the London Maritime Arbitrators Association's Small Claims Procedure current at the time when the arbitration proceedings are commenced.

For disputes of value above Five Hundred Thousand United States Dollars (US$ 500,000) each party shall appoint an arbitrator and in the event that they cannot agree, the two arbitrators so appointed shall appoint an Umpire.

If the two arbitrators are unable to agree upon an Umpire within Twenty (20) days after appointment of the second arbitrator, either of the said two arbitrators may apply to the President for the time being of the London Maritime Arbitrators Association to appoint the Umpire, and the two arbitrators and the Umpire shall constitute the Arbitration Board.

Such arbitration shall be in accordance with and subject to the provisions of the British Arbitration Act 1996, or any statutory modification or re-enactment thereof for the time

 
42
 

being in force.

Either party may demand arbitration of any such dispute by giving notice to the other party. Any demand for arbitration by either of the parties hereto shall state the name of the arbitrator appointed by such party and shall also state specifically the question or questions as to which such party is demanding arbitration.

Within Fourteen (14) days after receipt of notice of such demand for arbitration, the other party shall in turn appoint a second arbitrator and give notice in writing of such appointment to the party demanding arbitration. If a party fails to appoint an arbitrator as aforementioned within Fourteen (14) days following receipt of notice of demand for arbitration by the other party, the party failing to appoint an arbitrator shall be deemed to have accepted and appointed, as its own arbitrator, the arbitrator appointed by the party demanding arbitration and the arbitration shall proceed before this sole arbitrator who alone in such event shall constitute the Arbitration Board.

The award of the Arbitration Board shall be final and binding on both parties.

3.
Notice of Award:

The award decision shall immediately be communicated to the BUYER and the BUILDER by facsimile and confirmed in writing.

4.
Expenses:

The Arbitration Board shall determine which party shall bear the expenses of the arbitration or the portion of such expenses that each party shall bear.

5.
Entry in Court:

In case of failure by either party to respect the award of the arbitration, the judgment may be entered in any proper court having jurisdiction thereof.

6.
Alteration of Delivery Date:

In the event of reference to arbitration of any dispute arising out of matters occurring prior to delivery of the DRILLSHIP, the award may include any adjustment of the Delivery Date that the Arbitration Board may deem appropriate.

 
43
 

(End of Article)

 
44
 

ARTICLE XIII - SUCCESSOR AND ASSIGNS

The BUILDER agrees that, prior to delivery of the DRILLSHIP, this Contract may, with the prior written approval of the BUILDER, which the BUILDER shall not unreasonably withhold, be transferred to and the title thereof may be taken by another company.

In the event of any assignment or novation pursuant to the terms of this Contract, the assignee shall succeed to all of the rights and obligations of the assignor under this Contract and the assignor shall remain responsible for the fulfillment of this Contract.

In the event of the assignment or novation from the BUYER to any other individual or company pursuant to this provision, the BUILDER shall be entitled to request issuance of a Performance Guarantee from the BUYER having identical form and contents as Exhibit "5" annexed hereto.

In the event of any resale, assignment or novation of the Contract, any and all matters determined by mutual agreement between the BUYER and the BUILDER prior to the resale, assignment or novation of the Contract shall be accepted and complied by the New BUYER (i.e., assignee). If the New BUYER or its Supervisor makes unreasonable requests that may have a significant impact on the delivery schedule of the DRILLSHIP and/or costs of construction (including, without limitation to, request for substantial change of ship type or excessive revision of design specification, etc.), the BUILDER shall be entitled to withhold its consent to the resale, assignment or novation of the Contract but in such situation the BUILDER may grant at its option consent to such resale, assignment or novation if the New BUYER will bear any and all direct and indirect costs attributable to such requests and changes resulting therefrom.

(End of Article)

 
45
 

ARTICLE XIV - TAXES AND DUTIES

1.
Taxes and Duties Incurred in Korea and /or China:

The BUILDER shall bear and pay all taxes, duties, stamps and fees incurred in Korea and/or China in connection with execution and/or performance of this Contract as the BUILDER, except for any taxes and duties imposed in Korea and/or China upon the BUYER'S Supplies.

2.
Taxes and Duties Incurred Outside Korea and or China:

The BUYER shall bear and pay all taxes, duties, stamps and fees incurred outside Korea and/or China in connection with execution and/or performance of this Contract as the BUYER, except for taxes and duties imposed upon those items to be procured by the BUILDER for construction.

(End of Article)

 
46
 

ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC.

1.
Patents:

BUILDER agrees to defend, indemnify and hold BUYER harmless from any liability or claims of infringement of patent rights, utility model rights, trade mark rights or copyrights, or any other intellectual property rights of any third party relating to the construction and supply of the DRILLSHIP.

With regard to the performance of the current Contract, notwithstanding anything to the contrary herein, BUYER shall defend, indemnify and hold BUILDER harmless from any liability or claims of infringement of patent rights, utility model rights, trade mark rights or copyrights, or any other intellectual property rights of any third party related to (i) process supplied by BUYER, (ii) BUYER'S Supplies and (iii) any construction, operation or use of the drilling system.

Except as otherwise provided for in this Contract, nothing contained herein shall be construed as transferring any rights in any patent, trademarks or copyrights utilized in the performance of this Contract.

2.
General Plans, Specifications and Working Drawings:

The BUILDER retains all rights with respect to the Specifications, and plans and working drawings, technical descriptions, calculations, test results and other data, information and documents concerning the design and construction of the DRILLSHIP, and the BUYER undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without the prior written consent of the BUILDER, such consent not to be unreasonably withheld, except where it is necessary for usual operation, repair and maintenance of the DRILLSHIP.

(End of Article)

 
47
 

ARTICLE XVI - BUYER'S SUPPLIES

1.
Responsibility of BUYER:

(a)
The BUYER shall, at its own risk, cost and expense, supply and deliver to the BUILDER all of the items to be furnished by the BUYER as specified in the Specifications (herein called the BUYER'S Supplies) at warehouse or other storage of the Shipyard in the complete, proper condition ready for installation in or on the DRILLSHIP, in accordance with the time schedule designated and advised by the BUILDER to the BUYER.

(b)
In order to facilitate installation by the BUILDER of the BUYER's Supplies in or on the  DRILLSHIP,  the  BUYER  shall   furnish the  BUILDER with  necessary specifications,  plans,  drawings,   instruction books,  manuals,   test reports  and certificates required by the rules and regulations of the Specifications. If so requested by the BUILDER, the BUYER, without any charge to the BUILDER, shall cause the representatives of the manufacturers of the BUYER'S Supplies to advise the BUILDER in installation thereof in or on the DRILLSHIP.

(c)
Any and all of the BUYER'S Supplies shall be subject to the BUILDER'S reasonable right of rejection, as and if they are found to be unsuitable or in improper condition for installation.

(d)
A delivery Schedule of the BUYER'S Supplies, if any of such have effect on the BUILDER'S construction of the DRILLSHIP, shall be finalized and settled within one hundred and eighty (180) calendar days from the date of the Contract signing. Should the BUYER fail to deliver any of the BUYER's Supplies within the time designated, the Delivery Date shall be automatically extended for a period that actually caused the delay in the delivery of the DRILLSHIP.

(e)
If delay in delivery of any of the BUYER'S Supplies, having effect on the BUILDER'S construction of the DRILLSHIP, exceeds thirty (30) days, then, the BUILDER shall be entitled to proceed with construction of the DRILLSHIP without installation thereof in or on the DRILLSHIP as hereinabove provided, and the BUYER shall accept and take delivery of the DRILLSHIP so constructed, unless such delay is caused by Force Majeure in which case the provision Paragraph l(d) of this Article shall apply.

 
48
 

2.
Responsibility of BUILDER:

The BUILDER shall be responsible for storing and handling with reasonable care of the BUYER'S Supplies after delivery thereof at the Shipyard, and shall, at its own cost and expense, install them in or on the DRILLSHIP, unless otherwise provided herein or agreed by the parties hereto, provided, always, that the BUILDER shall not be responsible for quality, efficiency and/or performance of any of the BUYER'S Supplies.

It will be the BUILDER'S responsibility to the BUYER to: (i) if applicable, assemble the BUYER'S Supplies; (ii) test the BUYER'S Supplies as necessary or appropriate; (iii) install the BUYER'S Supplies on the DRILLSHIP, in modules, as required, or otherwise as required, and to integrate the BUYER'S Supplies into the overall designed system of the DRILLSHIP. In no event will BUILDER charge any additional cost for any of the above. The BUILDER will perform above works under guidance of BUYER and the Vendors representative when required. Any rework involved due to no fault of the BUILDER shall be to BUYER'S cost and responsibility.

3.
Title:

Title to the BUYER'S Supplies shall at all times remain with the BUYER during the Contract; however, the BUILDER shall have the risk of loss of or damage to such BUYER'S Supplies from the time set out in subparagraph l(a) of this Article until delivery of the DRILLSHIP.

(End of Article)

 
49
 

ARTICLE XVII - INSURANCE

1.
Extent of Insurance Coverage:

From the time of the keel-laying until delivery of the DRILLSHIP, the BUILDER shall, at its own cost and expense fully insure the DRILLSHIP and all machinery, materials and equipment delivered to the Shipyard for the DRILLSHIP, including BUYER'S Supplies, built into or installed in or upon the DRILLSHIP against all risks under the "Institute Clauses for Builder's Risks" with first class insurance company or underwriters in Korea. From the time of the first arrival of the BUYER's Supplies in Korea until delivery of the DRILLSHIP, the BUILDER shall keep the BUYER's Supplies fully insured with the aforementioned insurance companies or underwriters to cover BUILDER's Risk.

The BUILDER shall promptly furnish the BUILDER with certified copies in the English language of the insurance policies taken out.

2.
Application of the Recovered Amounts:

In the event that the DRILLSHIP shall be damaged from any insured cause at any time before delivery of the DRILLSHIP, and in the further event that such damage shall not constitute an actual or constructive total loss of the DRILLSHIP, the amount received in respect of the insurance shall be applied by the BUILDER in repair of such damage, satisfactory to the Classification Society and its requirements, and the BUYER shall accept the DRILLSHIP under this Contract if completed in accordance with this Contract and the Specifications, however, subject to the extension of delivery time under Article VIII hereof (except in case of negligence of the BUILDER),

Should the DRILLSHIP from any cause become an actual or constructive total loss, the BUILDER shall by the mutual agreement between the parties hereto, either:

(a)
Proceed in accordance with the terms of this Contract, in which case the amount received in respect of the insurance shall be applied to the construction and repair of damage of the DRILLSHIP, provided the parties hereto shall have first agreed thereto in writing and to such reasonable extension of delivery time as may be necessary for the completion of such reconstruction and repair; or

 
50
 

(b)
Refund promptly to the BUYER the full amount of all sums paid by the BUYER to the BUILDER as installments in advance of delivery of the DRILLSHIP, and deliver to the BUYER all BUYER's Supplies (or the insurance proceeds paid with respect thereto), in which case this Contract shall be deemed to be automatically terminated and shall be deemed rescinded for purposes of Article X hereof and all rights, duties, liabilities and obligations of each of the parties to the other shall forthwith cease and terminate.

If the parties fail to reach such agreement within Sixty (60) days after the DRILLSHIP is determined to be an actual or constructive total loss, the provisions of sub-paragraph 2 (b) as above shall apply.

3.
Termination of BUILDER's Obligation to Insure:

The BUILDER shall be under no obligation to insure the DRILLSHIP hereunder after delivery thereof and acceptance by the BUYER.

(End of Article)

 
51
 

ARTICLE XVIII - NOTICE

1.
Address:

Any and all notices and communications in connection with this Contract shall be addressed as follows:

To the BUYER:
Drillship Kithira Owners Inc. c/o Cardiff Marine Inc.
80 Kifissias Avenue,
GR-151 25 Amaroussion,
Greece
Fax no.(+30)210 8090205
E-mail: finance@cardiff.gr for the attention of Mr. Aristidis Ioannidis
newbuildings@cardiff.gr for the attention of Mr. George Kourelis

To the BUILDER:
Samsung Heavy Industries Co., Ltd.
34th Floor, Samsung Life Insurance Seocho Tower 1321-15,
Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857
Seoul, Korea 135-080
Facsimile No.: (+82) 2 3458 7369
Telphone No.: (+82) 2 3458 7313
E-mail: danielcd.cho@samsung.com

or preferably to its Geoje Yard:

Samsung Heavy Industries Co., Ltd.
530, Jangpyeong-ri, Sinhvun-up,
Geoje, Kyeongsangnam-do,
656-717, Korea
Facsimile No.: (+82 55 630 6070)

2.
Language:

Any and all notices and communications in connection with this Contract shall be written in the English language.

 
52
 

3.
Effective Date of Notice:

The notice in connection with this Contract shall become effective from the date when such notice is received by the BUYER or by the BUILDER except otherwise described in the Contract.

(End of Article)

 
53
 

ARTICLE XIX - EFFECTIVE DATE OF CONTRACT

This Contract shall become effective upon signing by the parties hereto.

(End of Article)

 
54
 

ARTICLE XX - INTERPRETATION

1.
Laws Applicable:

The parties hereto agree that the validity and the interpretation of this Contract and of each Article and part thereof shall be governed by the laws of England.

2.
Discrepancies:

All general language or requirements embodied in the Specifications are intended to amplify, explain and implement the requirements of this Contract, However, in the event that any language or requirements so embodied permit an interpretation inconsistent with any provision of this Contract, then, in each and every such event, the applicable provisions of this Contract shall prevail and govern. In the event of conflict between the Specifications and Plans, the Specifications shall prevail and govern.

3.
Entire Agreement:

This Contract contains the entire agreement and understanding between the parties hereto and supersedes all prior negotiations, representations, undertakings and agreements on any subject matter of this Contract.

4.
Amendments and Supplements:

Any supplement, memorandum of understanding or amendment, whatsoever form it may be relating to this Contract, to be made and signed among parties hereof after signing this Contract, shall be the integral part of this Contract and shall be predominant over the respective corresponding Article and/or Paragraph of this Contract.

(End of Article)

 
55
 

ARTICLE XXI - CONFIDENTIALITY

BUILDER and BUYER agree that the terms and conditions of this Contract shall remain confidential and neither party shall disclose any such terms and conditions of this Contract to any third party without first obtaining the prior written consent of the other, provided however, that either party shall be entitled to disclose any or all of the terms and conditions of the Contract to the extent it is necessary to do so to implement, effectuate and comply with the terms of the Contract or to otherwise exercise any right or discharge any obligation that party may have pursuant to this Contract or any laws, rules and regulations.

(End of Article)

 
56
 

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

 
BUYER:
  
BUILDER:
     
For and on behalf of the BUYER:
  
For and on behalf of the BUILDER:
DRILLSHIP KITHIRA OWNERS INC.
  
SAMSUNG HEAVY INDUSTRIES CO., LTD
     
     
/s/ George Economou
  
/s/ J. W. Kim
By: Mr. George Economou
  
By: Mr. J.W. Kim
Title: Authorized Signatory
  
Title: President & CEO
     
     
WITNESSED BY
  
WITNESSED BY
     
     
/s/ Aristidis Ioannidis
  
/s/ H Y Lee
By: Mr. Aristidis Ioannidis
  
By: H.Y. Lee
Title: General Manager of Cardiff Marine Inc.
  
Title: Chief Marketing Officer

 
57
 
 
EXHIBIT "1"   VESSEL SPECIFICATION

The Vessel Specification of this Contract for HN.1865 shall be identical to the Vessel Specification (Doc. No. SP07146.FS02 of September 14th, 2007) and Manufacturer List (Doc. No. SP07146.ML02 of September 14th 2007) of the Contract for HN.1837. Any modification of the Vessel Specification requested during the design and/or construction of HN.1837, shall be applied.

 
58
 

EXHIBIT "2"   TOPSIDE SPECIFICATION

The Topside Specification of this Contract for HN.1865 shall be identical to the Topside Specification (Doc. No. SP07146.FS01 of September 14th, 2007) of the Contract for HN. 1837.

 
59
 

EXHIBIT "3"  DELIVERY AND CONSTRUCTION SCHEDULE
 
INSERT IMAGE      scheduletable2.jpg

 
60
 
 
EXHIBIT "4"   LETTER OF REFUNDMENT GUARANTEE NO.

Gentlemen:

We hereby open our irrevocable letter of guarantee No. in favor of Drillship Kithira Owners Inc.(hereinafter called the "BUYER") for account of Samsung Heavy Industries, Seoul, Korea as follows in consideration of the Drillship contract dated 24th January 2008 (hereinafter called the "Contract") made by and among the BUYER and Samsung Heavy Industries Co., Ltd. (hereinafter called the "BUILDER") for the construction of one (1) Drillship composed of hull part and topside part, having BUILDER'S Hull No. 1865(hereinafter called the "DRILLSHIP").

If in connection with the terms of the Contract the BUYER shall become entitled to a refund of the advance payment(s) made to the BUILDER prior to the delivery of the DRILLSHIP, we hereby irrevocably guarantee as primary obligor and not merely as surety the repayment of the same to the BUYER immediately on demand USD 10,000,000 (United States Dollars Ten Million only) together with interest thereon at the rate of six percent (6%) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund.

The amount of this guarantee will be automatically increased, not more than five (5) times, upon BUILDER'S receipt of the respective installment: each time by the amount of instalment of USD 39,575,000, USD 49,575,000, USD 99,150,000 and USD 99,150,000 and USD 99,150,000 respectively, plus interest thereon as provided in the Contract, but in any eventuality the amount of this guarantee shall not exceed the total sum of USD 396,600,000 (Say United States Dollars Three Hundred Ninety Six Million Six Hundred Thousand only) plus interest thereon at the rate of six per cent (6%) per annum from the date following the date of BUILDER'S receipt of each installment to the date of remittance by telegraphic transfer of the refund.

In case any refund is made to you by the BUILDER or by us under this guarantee, our liability hereunder shall be automatically reduced by the amount of such refund.

In the event of cancellation of the Contract being based on delays due to force majeure or other causes beyond the control of the BUILDER, as required by Article X of the Contract, interest

 
61
 

shall be paid at the rate of Four and a half percent (4.5%) per annum from the date of following the date of Builder's receipt of each installment to the date of remittance by telegraphic transfer of the refund.

This letter of guarantee is available against our receipt of signed statement certifying that BUYER'S demand for refund has been made in conformity with Article X of the Contract and the BUILDER has failed to make the refund within Thirty (30) days after your demand to the BUILDER. Refund shall be made to you by telegraphic transfer in United States Dollars in freely transferable funds and free and clear of and without deduction for and on account of any set off, counterclaim or present or future tax, levy, impost, duty, charge, fee or other withholding of any nature whatsoever imposed and by whomsoever on yourselves. In the event we are required by law to make any deduction or withholding from any payment to be made by it pursuant to this letter of guarantee, we will pay to you whatever additional amount (after taking into account any additional taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, you receive a net sum equal to the sum which you would have received had no deduction or withholding been made.

This letter of guarantee shall expire and become null and void upon receipt by the BUYER of the sum guaranteed hereby or upon acceptance by the BUYER of delivery of the DRILLSHIP in accordance with the terms of the Contract and, in either case, this letter of guarantee shall be returned to us. This guarantee is valid from the date of this letter of guarantee until delivery or in the event of delayed delivery until such time as the DRILLSHIP is delivered by the BUILDER to the BUYER in accordance with the terms of the Contract.

Notwithstanding the provisions hereinabove, in case we receive notification from you or the BUILDER confirmed by the Arbitration Board stating that your claim to cancel the Contract or your claim for refundment thereunder has been disputed and referred to Arbitration in accordance with the provisions of the Contract, the period of validity of this guarantee shall be extended until Sixty (60) days after the final award shall be rendered in the Arbitration and a copy thereof acknowledged by the Arbitration Board. In such case, this guarantee shall not be available unless and until such acknowledged copy of the final award in the Arbitration justifying your claim is presented to us.

This guarantee shall not be affected by any extension of time or concession granted by the BUYER to the BUILDER or any delay or failure of the BUYER in enforcing its rights under the Contract.

 
62
 

The BUYER shall have the right to assign this guarantee and all of its benefits to any assignee to whom the Contract is assigned.

This guarantee shall be governed by the laws of England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England. If we receive written or telefaxed notice from you or the BUILDER that there exists an arbitration between you and BUILDER or that you have made a formal demand of us under this Letter of Guarantee we shall within thirty (30) days of receipt of such notice irrevocably appoint an agent for service of process in respect of any proceedings in England and notify you of such appointment and undertake that, throughout the terms of this Letter of Guarantee, we will retain such agent in England for such purposes. If we fail to make such appointment and/or give such notification within thirty (30) day period we hereby appoint and be deemed to have appointed the London branch of our bank currently at 1st Floor, Boston House 63-64 New Broad Street, London EC2M1JJ United Kingdom.

Any notice or demand under this Letter of Guarantee required to be given by yourselves to us shall be
addressed to us as follows:
Address: 16-1, Yoido-Dong, Yeongdeungpo-Gu, Seoul 150-996 Korea
Tel:+82-2-3779-6318
Fax:+82-2-3779-6745
 
 
Very truly yours,
   
 
The Export-Import Bank of Korea

 
63
 

EXHIBIT "5" PERFORMANCE GUARANTEE

Messrs.
Samsung Heavy Industries Co., Ltd.
34th Floor, Samsung Life Insurance Seocho Tower
1324-15, Seocho-Dong, Seocho-Gu,
Seoul, Republic of Korea 137-857

In consideration of the shipbuilding contract dated 24th January 2008 (hereinafter called the "Contract") by us to (hereinafter called the "BUYER"), for the construction of one (1) Drillship having your Hull No. 1865(hereinafter called the "Drillship") providing among other things for payment of the Contract Price amounting to United States Dollars Six Hundred Sixty One Million (US$ 661,000,000);

We, the undersigned, hereby irrevocably and unconditionally guarantee to you, your successors, and assigns the due and faithful performance by the BUYER of its all liabilities and responsibilities under the Contract and any supplement, amendment, change or modification hereafter made thereto, including but not limited to, due and prompt payment of the Contract Price by the BUYER to you, your successors, and assigns under the Contract and any supplement, amendment, change or modification as aforesaid (hereby expressly waiving notice of any such supplement, amendment, change or modification as may be agreed to by the BUYER and confirming that this guarantee shall be fully applicable to the Contract as so supplemented, amended, changed or modified).

This Performance Guarantee shall be governed by the laws of England.

GUARANTOR : CARDIFF MARINE INC.
BY:
TITLE:
WITNESS :

 
64
 

EXHIBIT "6"      OPTIONAL ITEMS
 
No
Items
Amount
1.1
 Dual Drilling (Aux Rig):
a)  Travelling block
b) Retractable dolly
c)  Elevated backup tong
d) Drawworks
e)  Drill line & Reel
f)   Deadline Anchor
g) Top drive
h) Mud standpipes manifold/Standpipes/Hoses
i)   Cement standpipe manifold/Standpipe/Hose
US$ 15,752,130
1.2
False rotary table in Aux well centre
US$ 865,740
2
Personnel elevator in the Derrick
US$ 987,120
3
Additional 3,000 ft of Riser [designed for 10,000 ft of water depth operation]
US$ 15,000,000
4
Upgrade Drilling Equipment suitable for 12,000 ft of water depth operation: Both parties agree that this Option shall be based on Hull No. 1837/1838 for Hull system and SAIPEM 12K for Topsides
US$ 37,400,000
5
In addition to Option 4, further upgrade main rig with 1,250 Ton Hoisting capacity:
US$ 9,400,000
6
Supply of additional 3,000 ft of riser [designed for 12,000 ft of water depth operation]:
US$ 19,500,000
7
Supply of additional 2,000 ft of riser over 10,000 ft [designed for 12,000 ft of water depth operation]:
To be informed

1.   Details for the above optional items (1.1, 1.2, 2 & 3) are included in the Drillship Specification (Doc. No. SP07146, FS01 of September 14th 2007)

2.   Details for the above optional items (4 & 5) are included in the Drillship Drilling System Specification (Section 9.3 of Doc. No. SP07146.FS01 of January 16th 2008) attached herewith.

3.   In case of the Buyer's declaration of Option No. 4 & 5, all tests or trials shall be performed and notified as per the Specifications.

 
65
 

EXHIBIT "7" FORM OF DEMAND

To: [Insert name and address of Refund Guarantor]

Attention: [•]
 
 
Dear Sirs

ADVANCE PAYMENT REFUND GUARANTEE

REFUND GUARANTEE no.

We refer to your Advance Payment Refund Guarantee number [•] dated [•] (the "Refund Guarantee").

Terms defined in the Refund Guarantee shall have the same meanings when used herein.

The BUILDER has failed to fulfill the terms and conditions of the Contract in the following respects:

[...........................................]

As a result of such failure, an amount of USD[•] (United States Dollars [•]), together with interest thereon at a rate of [........................] [.....................] per annum calculated from [date] until the date of payment by you, is due from you to us.

Please make payment of the above amount to us without any deduction or withholding and promptly upon receipt by you of this written demand to the following account:

[Insert account details]

Yours faithfully
For and on behalf of [Insert name of BUYER]
 

____________________
Name:
Designation: Authorised Signatory
 
66
 EX-10.5 8 d927958_ex10-5.htm d927958_ex10-5.htm
EXHIBIT 10.5
 

CONTRACT
 
 
FOR
 
 
CONSTRUCTION AND SALE
 
OF
 
A DRILLSHIP
 
(HULL N0.1866)
 
 
 
BETWEEN
 
 
DRILLSHIP SKOPELOS OWNERS INC.
 
 
AND
 
 
 SAMSUNG HEAVY INDUSTRIES CO., LTD.

 
 
 

INDEX
 
     
PAGE
   
ARTICLE I - DESCRIPTION AND CLASS
6
 
1.
Description:
6
 
2.
Dimensions and Characteristics:
6
 
3.
The Classification, Rules and Regulations:
7
 
4.
HSE Analysis, studies and assessments
7
 
5.
Subcontracting
8
 
6.
Registration:
8
ARTICLE II - CONTRACT PRICE AND TERMS OF PAYMENT
9
 
1.
Contract Price:
9
 
2.
Adjustment of Contract Price:
9
 
3.
Currency:
9
 
4.
Terms of Payment:
9
 
5.
Method of Payment:
11
 
6.
Notice of Payment before Delivery:
12
 
7.
Expenses:
12
 
8.
Prepayment:
12
ARTICLE III - ADJUSTMENT OF CONTRACT PRICE
13
 
1.
Delivery:
13
 
2.
Speed:
14
 
3.
Fuel Consumption for the Diesel Generator Prime Drivers:
15
 
4.
Variable Load Capacity:
15
 
5.
Effect of Rescission:
16
ARTICLE IV - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION
17
 
1.
Approval of Plans and Drawings:
17
 
2.
Appointment of BUYER'S Supervisor:
17
 
3.
Inspection by the Supervisor:
17
 
4.
Facilities:
19
 
5.
Liability of BUILDER:
19
 
6.
Responsibility of BUYER:
20
 
7.
Delivery and Construction Schedule:
20
ARTICLE V - MODIFICATIONS, CHANGES AND EXTRAS
22
 
1.
How Effected:
22
 
2.
Changes in Rules of Classification Society, Regulations, etc.:
23
 
3.
Substitution of Materials:
24
ARTICLE VI - TRIALS AND ACCEPTANCE
25

 
2
 

 
1.
Notice:
25
 
2.
Weather Condition:
25
 
3.
How Conducted:
26
 
4.
Method of Acceptance or Rejection
26
 
5.
Effect of Acceptance:
27
 
6.
Disposition of Surplus Consumable Stores:
28
ARTICLE VII - DELIVERY
29
 
1.
Time and Place:
29
 
2.
When and How Effected:
29
 
3.
Documents to be delivered to BUYER:
29
 
4.
Tender of DRILLSHIP:
30
 
5.
Title and Risk:
31
 
6.
Removal of DRILLSHIP:
31
ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)
32
 
1.
Causes of Delay (Force Majeure):
32
 
2.
Notice of Delay:
33
 
3.
Definition of Permissible Delay:
33
 
4.
Right to Rescind for Excessive Delay:
33
ARTICLE IX - WARRANTY OF QUALITY
35
 
1.
Guarantee:
35
 
2.
Notice of Defects:
35
 
3.
Remedy of Defects:
35
 
4.
Extent of BUILDER'S Responsibility
37
ARTICLE X - RESCISSION BY BUYER
38
 
1.
Notice:
38
 
2.
Refundment by BUILDER:
38
 
3.
Discharge of Obligations:
39
ARTICLE XI - BUYER'S DEFAULT
40
 
1.
Definition of Default:
40
 
2.
Effect of Default on or before Delivery of DRILLSHIP:
40
 
3.
Disposal of DRILLSHIP:
41
ARTICLE XII - ARBITRATION
42
 
1.
Decision by the Classification Society:
42
 
2.
Proceedings of Arbitration in London UK.:
42
 
3.
Notice of Award:
43
 
4.
Expenses:
43
 
5.
Entry in Court:
43
 
6.
Alteration of Delivery Date:
43

 
3
 

ARTICLE XIII - SUCCESSOR AND ASSIGNS
45
ARTICLE XIV - TAXES AND DUTIES
46
 
1.
Taxes and Duties Incurred in Korea and/or China:
46
 
2.
Taxes and Duties Incurred Outside Korea and/or China:
46
ARTICLE XV -PATENTS, TRADEMARKS, COPYRIGHTS, ETC
47
 
1.
Patents:
47
 
2.
General Plans, Specifications and Working Drawings:
47
ARTICLE XVI - BUYER'S SUPPLIES
48
 
1.
Responsibility of BUYER:
48
 
2.
Responsibility of BUILDER:
49
 
3.
Title:
49
ARTICLE XVII - INSURANCE
50
 
1.
Extent of Insurance Coverage:
50
 
2.
Application of the Recovered Amounts:
50
 
3.
Termination of BUILDER'S Obligation to Insure:
51
ARTICLE XVIII - NOTICE
52
 
1.
Address:
52
 
2.
Language:
52
 
3.
Effective Date of Notice:
53
ARTICLE XIX - EFFECTIVE DATE OF CONTRACT
54
ARTICLE XX - INTERPRETATION
55
 
1.
Laws Applicable:
55
 
2.
Discrepancies:
55
 
3.
Entire Agreement:
55
 
4.
Amendments and Supplements:
55
ARTICLE XXI - CONFIDENTIALITY
56
 
EXHIBIT "1"
VESSEL SPECIFICATION
58
EXHIBIT "2"
TOPSIDE SPECIFICATION
59
EXHIBIT "3"
DELIVERY AND CONSTRUCTION SCHEDULE
60
EXHIBIT "4"
LETTER OF REFUNDMENT GUARANTEE NO
61
EXHIBIT "5"
PERFORMANCE GUARANTEE
64
EXHIBIT "6"
OPTIONAL ITEMS
65
EXHIBIT "7"
FORM OF DEMAND
65
 
 
4
 

This Contract, made and entered into on this 24th day of January 2008 by and between DRILLSHIP SKOPELOS OWNERS INC., a corporation incorporated and existing under the laws of Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the "BUYER"), on the one part and SAMSUNG HEAVY INDUSTRIES CO., LTD., a corporation incorporated and existing under the laws of the Republic of Korea and having its registered office at 34th Floor, Samsung Life Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857 (hereinafter called the "BUILDER"), on the other part.

WITNESSETH:

In consideration of the mutual covenants herein contained, the BUILDER acknowledges that the Contract is a turn key contract for the construction and sale of a drillship constructed and tested out to be fully ready to drill and fully functioning in accordance with and subject to the terms and conditions of this Contract and Specifications and the BUILDER agrees as described in the Specifications to design, construct, build, launch, equip, test and complete One (1) Drillship composed of a hull part as described in the specification attached hereto as Exhibit "1" of this Contract (hereinafter referred to as the "VESSEL") and topside part as described in the specification attached hereto as Exhibit "2" of this Contract (hereinafter referred to as "TOPSIDE") (the VESSEL and TOPSIDE being hereinafter collectively referred to as the "DRILLSHIP") and in accordance with the Delivery and Construction Schedule attached hereto as Exhibit "3" (said Exhibits 1 through 3 (including all amendments, additions, deletions and variations incorporated into the Specifications for HN. 1674 up to the Effective Date of the Contract of HN.1837) being hereinafter collectively called the "Specifications") which Specifications have been initialed by representatives of the parties hereto for identification and which Specifications hereby are each incorporated herein by reference hereto and made an integral part of this Contract, at the BUILDER'S shipyard located in Geoje Island, Korea (hereinafter referred to as the "Shipyard") and to deliver and sell the same to the BUYER, and the BUYER hereby agrees to purchase and accept delivery of the DRILLSHIP from the BUILDER, upon the terms and conditions hereinafter set forth.

 
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ARTICLE I - - DESCRIPTION AND CLASS

1.
Description:

The DRILLSHIP, having the BUILDER'S Hull No. 1866, shall be designed, constructed, built, launched, equipped, tested, completed and delivered in accordance with the provisions of this Contract, and the Specifications as a subsequent Drillship of HN. 1837. To the extent not defined in the Specifications, the DRILLSHIP's construction is to meet the first-class international shipbuilding and construction standards and practices, including without limitation such standards and practices relating to BUILDER'S Quality Assurance Programs.

2.
Dimensions and Characteristics:

Length, overall
  
Max. 228 meters
Length, between perpendiculars
  
abt. 219.4 meters
Breadth, moulded
  
abt. 42 meters
Depth, moulded
  
abt. 19 meters
Scantling draft, moulded
  
abt,  13 meters

Speed, guaranteed: The trial speed shall not be less than 12.0 knots on the transit draught of 8.5 meters and at total thruster motor output of 28,700 KW.

Guaranteed Fuel Consumption, Diesel Generator Prime Drivers (in relation to each engine): The fuel consumption shall be not more than the engine manufacturers' nominal fuel consumption plus five percent (5) % with engine driven pumps at manufacturer's shop trial, burning marine diesel having the lower calorific value of 10,200 kCal/kg, at 85% MCR under the environment condition of ISO 3046/1-1986 specified in the Specifications.

Guaranteed Variable Load Capacity: The variable load capacity of the DRILLSHIP will be not less than 20,000 metric tons for drilling and survival conditions without extended well test oil on board as specified in the Specifications.

The details of the aforementioned particulars, as well as the definitions and the methods of measurements and calculations shall be as indicated in the Specifications.

 
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3.
The Classification, Rules and Regulations:

The DRILLS HIP, including its machinery, equipment and outfittings shall be constructed and classified in accordance with the rules and regulations (the editions and amendments thereto being in force) as of the signing date of the Contract of HN. 183 7 and under special survey of American Bureau of Shipping (hereinafter called the "Classification Society"), and shall be distinguished in the register by the symbol of *A1 ©, "Drilling Unit", *AMS, *ACCU, *DPS-3, NBLES, SH-DLA, *CDS.

Decisions of the Classification Society as to compliance or non-compliance with the classification rules and regulations shall be final and binding upon both parties hereto. Details of its notation shall be in accordance with the Specifications.

The DRILLSHIP shall also comply with the rules, regulations and requirements of the regulatory bodies as described and listed in the Specifications.

The DRILLSHIP will be built and delivered (i) in accordance with the terms of this Contract and the Specifications, (ii) in full compliance and certification to and with the IMO MODU code with amendments, (iii) in full compliance with the regulations, provisions, and requirements included in the Specifications, (iv) in full compliance with the requirements of the Classification Society so as to be classed with the Classification Society as a MODU, and (v) so that the DRILLSHIP will be approved to operate in the United States Gulf of Mexico/the Outer Continental Shelf of the United States, the waters outside West Africa, Central Africa, South Africa, South America, South East Asia, UK, Australia, South Atlantic and in the Mediterranean. The BUILDER will take all action necessary, and remedy at its cost and expense, any deficiency that constitutes a failure to comply with the above requirements.
 
All fees and charges incidental to the Classification Society and in respect to compliance with the above referred rules, regulations and requirements, as well as all DRILLSHIP design fees and/or royalties (except any royalties for the BUYER'S Supplies), shall be for account of the BUILDER.

4.
HSE Analysis, studies and assessments

 
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The BUYER shall perform HSE Analysis, studies and assessments such as HAZID's, Risk Analysis, HAZOP's, Readability and Vulnerability analysis, Working Environment assessment of the DRILLSHIP.

If the finding of such HSE Analysis, studies and assessments demand changes to the design, layout and construction of the DRILLSHIP to make the DRILLSHIP meet the requirements of the Contract, then the BUILDER shall implement such changes in accordance with the findings,

Should the findings lead the BUYER to request changes to the Contract then a Variation Order shall be in accordance with Article V.

The BUILDER shall be responsible for obtaining the Classification Society's approval of all required plans and drawings of the DRILLSHIP.

5.
Subcontracting

The BUILDER may, at its sole discretion and responsibility, subcontract any portion of the construction work of the DRILLSHIP, provided that the work is carried out at a reputable yard in Korea or at the BUILDER'S wholly owned subsidiaries at Ningbo and Rongcheng in China, where the aggregate value of the works or services to be subcontracted equals or is below Five million five hundred thousand United States Dollars (US$ 5,500,000) but if exceeding such value the BUILDER shall obtain in writing the prior approval of the BUYER (whose approval shall not be unreasonably withheld), but any subcontracting shall always be subject to the condition that the BUILDER shall ensure that the rights of the BUYER and the requirements in the Contract are satisfied and provided for in such work. The BUILDER shall not be relieved from any of its obligations and liabilities under the Contract and shall be responsible for all work, acts, omissions and defaults of any subcontractors as fully as if they were the work, acts, omissions or defaults of the BUILDER.

6.
Registration:

The DRILLSHIP, at the time of its delivery and acceptance, shall be registered at the port of registry by the BUYER under the Malta flag at the BUYER'S expenses.

(End of Article)

 
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ARTICLE II - CONTRACT PRICE AND TERMS OF PAYMENT

1.
Contract Price:

The Contract price of the DRILLSHIP, net receivable by the BUILDER and exclusive of the BUYER'S Supplies (as defined in Paragraph 1 of Article XVI hereof) is Six Hundred Sixty One Million United States Dollars (US$ 661,000,000) (hereinafter referred to as the "Contract Price"). The Contract Price shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract.

2.
Adjustment of Contract Price:

Increase or decrease of the Contract Price, if any, due to adjustments thereof made in accordance with the provisions of this Contract shall be adjusted by way of addition to or subtraction from the Contract Price upon delivery of the DRILLSHIP in the manner as hereinafter provided at article III.

The BUYER has the right to exercise the purchase the option as per Exhibit "6" within 3 months after the date of the signing contract. Should the BUYER exercise one of the options, the payment terms of the exercised option items shall be same with that of the Contract, provided that the amount of the first installment shall be paid at the same time of the second installment is due, and the BUILDER will reissue a Refundment Guarantee covering full amount of the adjusted Contract Price to replace the old Refundment Guarantee.

3.
Currency:

Any and all payments by the BUYER to the BUILDER, or vice versa if any, which are due under this Contract shall be made in United States Dollars,

4,
Terms of Payment:

The Contract Price shall be due and payable by the BUYER to the BUILDER in the installments as follows:

(a)
First Installment:
The First Installment shall be paid as follows:

 
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(i) Ten Million United States Dollars (US$ 10,000,000) shall be due and payable to the BUILDER by the BUYER following signing of this Contract, within five (5) banking days after the receipt of the original Refund Guarantee as provided for in clause 5(a) below of this Article II.

(ii) The BUYER and the BUILDER agree that Thirty Nine Million Five Hundred Seventy Five Thousand United States Dollars (7.5% less US$ 10,000,000, US$39,575,000), shall be due and payable to the BUILDER by the BUYER on March 24, 3008.

(iii) The BUYER and the BUILDER agree that Forty Nine Million Five Hundred Seventy Five Thousand United States Dollars (7.5%, US$ 49,575,000) shall be paid on April 24, 2008

(b)
Second Installment:
The Second Installment amounting to Ninety Nine Million One Hundred Fifty Thousand United States Dollars (15%, US$ 99,150,000) shall be due and payable on September 24, 2008.

(c)
Third Installment:
The Third Installment amounting to Ninety Nine Million One Hundred Fifty Thousand United States Dollars (15%, US$ 99,150,000) shall be due and payable within three (3) banking days from the receipt of the BUILDER'S invoice and a telefax notice from the BUILDER, countersigned by the classification surveyor, certifying that steel cutting for the Drillship has commence but not earlier than 16 months after the second installment.

(d)
Fourth Installment:
The Fourth Installment amounting to Ninety Nine Million One Hundred Fifty Thousand United States Dollars (15%, US$ 99,150,000) shall be due and payable within three (3) banking days from the the receipt of the BUILDER'S invoice and a telefax notice from the Builder, countersigned by the classification surveyor, certifying that keel laying for the DRILLSHIP has commenced but not earlier than 4 months after the third installment.

(e)
Fifth Installment:

 
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The Fifth Installment amounting to Two Hundred Sixty Four Million Four Hundred Thousand United States Dollars (40%, US$ 264,400,000) plus or minus any adjustment of the Contract Price under and pursuant to the provisions of this Contract, shall be due and payable upon delivery of the DRILLSHIP or upon tender for delivery of the DRILLSHIP referred to in Paragraph 4 of Article VII of this Contract,

The BUYER and the BUILDER agree that if the Contract is terminated by the BUYER prior to March 24, 2008, the BUILDER shall have the right to take part of the First Installment amounting to Ten Million United States Dollars (US$ 10,000,000) but shall have no other rights whatsoever under this Contract. If the Contract is terminated by the BUYER after March 24, 2008 the rights of the BUILDER shall remain as referred to in Articles X and XI of this Contract.

5.
Method of Payment:

(a)
First Installment:
Within the due date and provided that the BUYER has received the Refundment Guarantee five (5) banking days in advance, the BUYER shall remit by telegraphic transfer the first installment to the account to be specified in advance in writing by the BUILDER.

(b)
Second, Third and Fourth Installments:
Upon the due date of the second, third and fourth installments, in accordance with Article II, 4 (b), (c) and (d) as appropriate, the BUYER shall remit by telegraphic transfer each of the respective installments to the account to be specified in advance in writing by the BUILDER.

(c)
Fifth Installment:
At least three (3) banking days prior to the anticipated delivery date of the DRILLSHIP, the BUYER shall remit by telegraphic transfer the fifth installment to the bank specified in advance in writing by the BUILDER in the name of the BUYER'S bank with instructions of the amount so remitted to be payable to the BUILDER against a copy of PROTOCOL OF DELIVERY and ACCEPTANCE OF THE DRILLSHIP signed by the BUYER and the BUILDER.

 
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Simultaneously with each of all such payment, the BUYER shall cause the BUYER'S BANK to advise the BUILDER's BANK of the details of such payments by authenticated bank cable or telefax.

No payment due under this Contract shall be delayed, suspended or withheld by the BUYER on account of any dispute or disagreement between the parties hereto. Any claim that the BUYER may have against the BUILDER hereunder shall be settled and liquidated separately from any payment by the BUYER to the BUILDER hereunder.

6.
Notice of Payment before Delivery:

With the exception of the first installment, the BUILDER shall give the BUYER Ten (10) banking days prior notice in writing or telefax or telex of the anticipated due date and amount of each installment payable on or before delivery of the DRILLSHIP.

7.
Expenses:

Expenses and bank charges for remitting payments and any taxes, duties, expenses and fees referred to in paragraph 2 of Article XIV of this Contract connected with such payment shall be for account of the BUYER.

8.
Prepayment:

Prepayment of any installment due on or before delivery of the DRILLSHIP shall be subject to mutual agreement between the parties hereto.

(End of Article)

 
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ARTICLE III - ADJUSTMENT OF CONTRACT PRICE

The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

1.
Delivery:

(a)
No adjustment shall be made and the Contract Price shall remain unchanged for the first 30 days of delay in delivery of the DRILLSHIP beyond the Delivery Date as defined in Article VII hereof (ending as of twelve o'clock midnight of the 31st day of delay).

(b)
If the delivery of the DRILLSHIP is delayed more than 30 days after the Delivery Date, then, in such event, beginning at twelve o'clock midnight of the 31st day after the Delivery Date, the Contract Price shall be reduced by the sum of Hundred and twenty thousand United States Dollars (US$ 120,000) for each full day for which thereafter delivery is delayed,

However, the total reduction in the Contract Price pursuant to this Paragraph (b) shall not be more than as would be the case for a delay of 180 days counting from midnight of the 31st day after the Delivery Date at the above specified rate of reduction.

(c)
However, if the delay in delivery of the DRILLSHIP should continue for a period of 210 days from the Delivery Date in Paragraph 1 of Article VII, then in such event, and after such period has expired, the BUYER may, at its option, rescind this Contract in accordance with the provisions of Article X hereof.

The BUILDER may, at any time after the expiration of the aforementioned 210 days of delay in delivery, if the BUYER has not served notice of rescission as provided in Article X hereof, demand in writing that the BUYER shall make an election, in which case the BUYER shall, within Twenty (20) days after such demand is received by the BUYER, notify the BUILDER of its intention either to rescind this Contract or to consent to the acceptance of the DRILLSHIP at a specified future date which date BUILDER represents to BUYER is the earliest date BUILDER can deliver the DRILLSHIP to BUYER under this Contract, based on the circumstances then known. If the BUYER shall not make an election within Twenty (20) days as

 
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provided hereinabove, the BUYER shall be deemed to have accepted such extension of the delivery date to the future delivery date indicated by the BUILDER and it being understood by the parties hereto that if the DRILLSHIP is not delivered by such specified date, the BUYER shall have the same right of rescission upon the same terms and conditions as hereinabove provided.

(d)
If, at the time of actual delivery the BUYER has entered into an unconditional charter contract providing for the immediate deployment of the DRILLSHIP to provide services in return for the payment of cash consideration upon delivery of the DRILLSHIP (the "Delivery Contract"), and, should Delivery occur before twelve o'clock midnight on the Delivery Date and the third party accepts to take such early delivery under the Delivery Contract, then in such event, the final installment of the Contract Price shall be increased by the sum of Seventy five thousand United States Dollars (US$ 75,000) for each full day of early delivery, beginning at the time of actual delivery of the DRILLSHIP until twelve o'clock midnight on September 30, 2011, provided that the aggregate increases to the Contract Price for early delivery of the DRILLSHIP shall not exceed Three million United States Dollars (US$ 3,000,000) (the "Bonus").

(e)
For the purpose of this Article, the delivery of the DRILLSHIP shall be deemed to be delayed when and if the DRILLSHIP, after taking into account all postponements of the Delivery Date by reason of permissible delay as defined in Article VIII and/or any other reason under this Contract, is not delivered by the date upon which delivery is required under the terms of this Contract.

2.
Speed:

(a)
The Contract Price shall not be affected or changed by reason of the trial speed (as determined according to the Specifications) being less than the guaranteed speed, if such variation is not more than 0.5 knots.

(b)
However, commencing with and including such deficiency of 0,5 knots in trial speed below the guaranteed speed of the DRILLSHIP, the Contract Price shall be reduced by Eighty thousand United States Dollars (US$ 80,000) for each 0.1 knot below the guaranteed speed.

(c)
If the deficiency in the speed upon final sea trial is more than one (1) knot below the guaranteed speed of the DRILLSHIP, then the BUYER may, at its option, reject the

 
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DRILLSHIP and rescind this Contract in accordance with the provisions of Article X hereof, or may accept the DRILLSHIP at a reduction in the Contract Price at a rate of One Hundred Thousand United States Dollars (U$ 100,000) for each 0.1 knot below 11.5 knots.

3.
Fuel Consumption for the Diesel Generator Prime Drivers:

(a)
The Contract Price shall not be affected or changed in case the actual fuel consumption for each engine, as determined by the shop trial as specified in the Specifications, is not more than one percent (1%) in excess of the Guaranteed Fuel Consumption specified in Paragraph 2 of Article I.

(b)
However, in the event that the actual fuel consumption of any engine at the shop trial is in excess of one percent (1%) of the Guaranteed Fuel Consumption, the Contract Price shall be reduced by the sum of Forty thousand United States Dollars (US$ 40,000) for each one percent (1%) per engine by which the actual fuel consumption of any engine exceeds the Guaranteed Fuel Consumption plus One percent (1%).

(c)
The BUYER has an option to reject the DRILLSHIP and rescind the Contract in accordance with the provisions of Paragraphs 1, 2 and 3 of Article X - RESCISSION BY BUYER hereof in the event the actual fuel consumption of any engine is more than five percent (5%) in excess of the Guaranteed Fuel Consumption.

4.
Variable Load Capacity:

(a)
In the event that the actual Variable Load Capacity of the DRILLSHIP is more than 500 metric tons below the Guaranteed Variable Deck Load Capacity of the DRILLSHIP, then the Contract Price shall be reduced by Four thousand United States Dollars (US$ 4,000) per each metric ton of the shortfall below 19,500 metric tons.

(b)
In the event that the actual Variable Load Capacity of the DRILLSHIP is more than 1,500 metric tons below the Guaranteed Variable Load Capacity of the DRILLSHIP, then the BUYER may at its option reject the DRILLSHIP and rescind the Contract in accordance with the provisions of Paragraphs 1, 2 and 3 of Article 2C

 
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- RESCISSION BY BUYER hereof or accept the DRILLSHIP at a reduction in the Contract Price of Four million United States Dollars (US$ 4,000,000).

5.
Effect of Rescission:

It is expressly understood and agreed by the parties that in any case, if the BUYER rescinds this Contract under this Article, the BUYER shall not be entitled to any liquidated damages, or any other recourse unless by means of the provisions of Article X hereof.

(End of Article)

 
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  ARTICLE IV - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION
 
1.
Approval of Plans and Drawings:

All plans and drawings of HN. 1837 shall be deemed to be approved and applicable to the Drillship without any distinct approval procedure.

2.
Appointment of BUYER'S Supervisor:

The BUYER may send to and maintain at the Shipyard, at the BUYER'S own cost and expense, one supervisor (herein called the "Supervisor") who shall be duly authorized in writing by the BUYER, which authorization shall be described in a separate letter to be sent to the BUILDER prior to the Supervisor's arrival, to act on behalf of the BUYER in connection with the modifications of the Specifications, adjustments of the Contract Price and Delivery Date in writing, approval of the plans and drawings, attendance to the tests and inspections relating to the DRILLSHIP,  its machinery,  equipment and outfittings, and any other matters for which he is specifically authorized by the BUYER. The Supervisor may appoint assistant(s) to attend at the Shipyard for the purposes as aforesaid. In the event that assignment, novation or resale occurs under the Article XIII and as a result, BUYER'S Supervisor is changed during the construction of the DRILLSHIP, any and all matters determined by mutual agreement between the BUYER'S Supervisor and the BUILDER prior to the dispatch of a new Supervisor shall be accepted and complied by the new Supervisor. In case two or more Supervisors are dispatched to the Shipyard and authorized to perform the supervision, each of them will form uniform opinions between them to keep the design and specifications so as not to adversely affect the Contract Price and Delivery of the DRILLSHIP. In the event of any additional costs attributable to dispatch of two or more Supervisors due to resale, novation, charter or any other occurrence otherwise resulting from the BUYER side, such costs shall be solely borne by the BUYER and the BUYER shall reimburse and hold harmless the BUILDER from any such costs and expenses.

3.
Inspection by the Supervisor:

The necessary inspections of the DRILLSHIP, its machinery, equipment and outfittings shall be carried out by the Classification Society, other regulatory bodies and/or the Supervisor throughout the entire period of construction in order to ensure that the design,

 
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construction, building, launching, equipping, testing and completion of the DRILLS HIP is duly performed in accordance with the Contract and the Specifications.

The BUILDER shall give a written notice to the Supervisors reasonably in advance of the date and place of tests and inspections for the convenience of their attendance. Failure of the Supervisors to be present at such tests and inspections after due notice to them as above provided, shall be deemed to be a waiver of their right to be present. In such cases, the BUYER shall be obliged to accept the results of such tests and inspections on the basis of the BUILDER'S certificate subject to acceptance by the Classification Society.

Whether or not the Supervisors have been present, the BUILDER shall promptly deliver to the BUYER or the Supervisors a copy of the results of all tests and inspections.

For tests or inspections outside the Shipyard sufficient advance notice to allow for the Supervisor to arrange transportation shall be given. This advance notice should not be less than three (3) days for tests or inspection that require air travel for attendance.

The inspection schedule must be reasonable at all times in order to allow the Supervisor to carry out their duties properly and inspections must be spread over reasonable time, but in follow building schedule at the same rate.

BUILDER may request BUYER'S Supervisor to attend the inspection and tests during public holidays and weekends and/or Company holidays in order to keep BUILDER'S construction schedule. BUYER'S Supervisor shall fully cooperate with BUILDER and promptly attend such inspection/tests including those for surface preparation and painting work, which are especially vulnerable to weather condition and time interval. However, BUILDER shall keep such inspection and tests to a minimum and only when the inspection and tests affect BUILDER'S construction schedule. The BUILDER'S prior notice of such inspection/test schedule shall be informed to the BUYER'S Supervisor one (1) day in advance as a minimum.

If any of the BUYER'S Supervisors discover any construction, material or workmanship which is not deemed to conform to the requirements of this Contract and/or the Specifications, the BUYER'S Supervisors shall promptly give the BUILDER a notice in writing that such alleged non-conformity exists. Upon receipt of such notice from the BUYER'S Supervisor, the BUILDER shall correct such non-conformity, if the BUILDER agrees to his view. Any disagreement shall be resolved in accordance with Paragraph 1

 
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of Article XII and shall to the extent possible not prevent the progress of the construction and the timely delivery of the DRILLSHIP.

If, following such disagreement, the Classification Society or the arbitrator enters a determination in favor of the BUYER, then in such case the BUILDER shall immediately correct such non-conformity subject to Article VI 4. (b). If the Classification Society or the arbitrator enters a determination in favor of the BUILDER, then the time for delivery of the DRILLSHIP shall be extended for the period of any actual delay in construction, if any, occasioned by such proceedings (but not by any time by which the period is extended owing to the BUILDER's own default), and the BUYER shall pay the BUILDER interest at the rate of five percent (5%) per annum on the outstanding Instalments of the Contract Price for the said period of delay.

In working hours during construction of the DRILLSHIP until delivery thereof, the BUYER's Supervisors shall, subject to the reasonable requirements of the Shipyard's work program and safety control, be permitted free and ready access to the DRILLSHIP, her machinery and equipment, and to any other place where work on the DRILLSHIP is being done, or materials are being processed or stored in connection with the construction of the DRILLSHIP, including the yards, workshops, stores and offices of the BUILDER, and the premises of subcontractors of the BUILDER, who are doing work or storing materials in connection with the DRILLSHIP's construction.

 
4.
Facilities:

The BUILDER shall furnish the Supervisor and his assistant(s) with adequate office space and such other reasonable facilities according to the BUILDER'S practice at or in the immediate vicinity of the Shipyard as may be necessary to enable them to effectively carry out their duties. The BUYER shall pay for all such facilities other than office space at the BUILDER'S normal rate of charge.

 
5.
Liability of BUILDER:

The BUILDER agrees to fully protect, defend, indemnify and hold BUYER harmless from and against all liabilities, obligations, claims or actions for personal injury or death arising out of performance by BUILDER or BUYER of their obligations hereunder prior to the acceptance by BUYER of the DRILLSHIP, and asserted by or on behalf of,

(i)  any employee, agent, contractor, or subcontractor of BUILDER,or

 
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(ii)  any employee of any agent, contractor, or subcontractor of BUILDER, regardless of the basis of such claims and even if such claims should arise out of the sole or concurrent fault or negligence of BUYER, or any employee, agent, contractor or subcontractor of BUYER.

Similarly, the BUYER agrees to fully protect, defend, indemnify and hold BUILDER harmless from and against all liabilities, obligations, claims or actions for personal injury or death arising out of performance by BUILDER or BUYER of their obligations hereunder prior to the acceptance by BUYER of the DRILLSHIP, and asserted by or on behalf of,

(i)
any employee, agent, contractor, or subcontractor of BUYER,
or
(ii)
any employee of any agent, contractor, or subcontractor of BUYER, regardless of the basis of such claims and even if such claims should arise out of the sole or concurrent fault or negligence of BUILDER, or any employee, agent or subcontractor of BUILDER.

6.
Responsibility of BUYER:

The BUYER shall undertake and assure that the Supervisor shall carry out his duties hereunder in accordance with the normal shipbuilding practice of the BUILDER, which BUILDER represents and confirms is in all material respects in accordance with normal shipbuilding practice and in such a way so as to avoid any unnecessary increase in building cost, delay in the construction of the DRILLSHIP, and/or any disturbance in the construction schedule of the BUILDER,

The BUILDER has the right to request the BUYER to replace the Supervisor who is deemed unsuitable and unsatisfactory for the proper progress of the DRILLSHIP's design, construction, building, launching, equipping, and completion. The BUYER shall investigate the situation by sending its representative(s) to the Shipyard if necessary, and if the BUYER considers that such BUILDER's request is justified, the BUYER shall effect such replacement as soon as conveniently possible.

7.
Delivery and Construction Schedule:

Attached hereto as Exhibit "3" is a tentative Delivery and Construction Schedule, and within one hundred and eighty (180) days after the date of this Contract, BUILDER shall deliver or cause to be delivered to BUYER a final Delivery and Construction

 
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Schedule (herein, as from time to time amended with notice to the BUYER, referred to as the "Schedule"), prepared in reasonable detailed schedule and setting forth the estimated time table for the design, construction, building, launching, equipping, testing and completion of the DRILLSHIP, it being understood that the Schedule may be used by BUYER for purposes of verifying and measuring the progress being made under the terms of this Contract. In the event the actual progress of the construction of the DRILLSHIP is lagging behind the Schedule, the BUILDER shall issue a recovery plan to overcome such lagging so that the planned Delivery Date shall not be affected.

During the course of performance of this Contract the BUILDER shall submit to the BUYER on a monthly basis;

a)
a status report on the DRILLSHIP's construction as compared with the Schedule;

b)
a report setting out the actual progress in performance of this Contract during the previous month as compared with the Schedule, including monthly progress photographs illustrating the progress of the construction;

c)
a list of modifications or changes (if any) agreed during the previous month;

d)
a document register showing the status of document preparation and planned and actual completion of documents.

(End of Article)

 
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ARTICLE V - - MODIFICATIONS, CHANGES AND EXTRAS

1.
How Effected:

The Specifications may be modified and/or changed by written agreement of the parties, however, that any modifications and/or changes requested by the BUYER or an accumulation of such modifications and/or changes will not adversely affect the BUILDER'S planning or program in relation to the BUILDER'S other commitments and if the BUYER shall assent to adjustment of the Contract Price, time for delivery of the DRILLSHIP, other terms and conditions of this Contract and the Specifications occasioned by or resulting from such modifications and/or changes. The BUILDER hereby agrees to exert its best efforts to accommodate such reasonable request by the BUYER so that the said changes and/or modifications may be made at a reasonable cost and within the shortest period of time that is reasonably possible.

Any such agreement for modifications and/or changes shall include an agreement as to the increase or decrease, if any, in the Contract Price of the DRILLSHIP together with an agreement as to any extension or reduction in the time of delivery, or any other alterations in this Contract or the Specifications occasioned by such modifications and/or changes.

The aforementioned agreement to modify and/or change the Specifications may be effected by an exchange of letters signed by the authorized representatives of the parties hereto, or telefax confirmed in writing, manifesting such agreement. Such letters and confirmed message exchanged by the parties hereto pursuant to the foregoing shall constitute an amendment of the Specifications, and such letters and message shall be incorporated into this Contract and made a part hereof.

The failure of the parties to agree on the increase or decrease in the Contract Price, or extension or reduction in the time of delivery, if any, for any modifications or changes requested by the BUYER shall not prevent the BUILDER from performing any agreed work so as not to prevent the proper progress of the DRILLSHIP's design, construction, building, launching, equipping, testing and completion, but shall be dealt with in accordance with Article XII.

 
22
 

The BUILDER may make minor changes to the Specifications, if found necessary for introduction of improved production methods or otherwise, provided that the BUILDER shall first obtain the BUYER's approval that shall not be unreasonably withheld.

2.
Changes in Rules of Classification Society, Regulations, etc.:

If, after the Effective Date of the Contract of HN.1837, any requirements as to Classification Society, or as to the rules and regulations to which the construction of the DRILLSHIP is required to conform, are altered or changed by the Classification Society or regulatory bodies authorized to make such alterations or changes, either of the parties hereto, upon receipt of information thereof, shall transmit such information in full to the other party in writing within fourteen (14) days after receipt of the said information and thereafter the BUYER shall instruct the BUILDER in writing if such alterations or changes shall be made in the DRILLSHIP or not, in the BUYER'S sole discretion.

(a)
However, if such alterations or changes are compulsory for the construction of DRILLSHIP, the BUILDER shall incorporate such alterations or changes into the construction of the DRILLSHIP, provided that the parties shall agree on any increase or decrease in the Contract Price, extension or reduction in time of delivery of the DRILLSHIP and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such alterations or changes.

(b)
If such alterations or changes are not compulsory for the construction of the DRILLSHIP, but the BUYER desires to incorporate such alterations or changes into the construction of the DRILLSHIP, then the BUYER shall notify the BUILDER in writing of such intention within fourteen (14) days after receipt of the said information. The BUILDER shall accept such alterations or changes, provided that the parties shall agree on any increase or decrease in the Contract Price, extension or reduction in time of delivery of the DRILLSHIP and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such alterations or changes.

Such agreement of the BUYER shall be effected in the same manner as provided in Paragraph 1 of this Article for modifications and/or changes of the Specifications. The failure of the parties to agree on the increase or decrease in the Contract Price, or extension or reduction in the time of delivery, if any, for any modifications or changes requested by the BUYER shall not prevent the BUILDER from performing any agreed work so as not to prevent the proper progress of the DRILLSHIP's design, construction,

 
23
 

building, launching, equipping, testing and completion, but shall be dealt with in accordance with Article XII.

3.
Substitution of Materials:

In the event that any of the materials required by the Specifications or otherwise under this Contract for the construction of the DRILLSHIP can not be procured in time to effect timely delivery of the DRILLSHIP, or are in short supply, (other than as the result of any neglect or omission on the part of the BUILDER) the BUILDER may, provided the BUYER so agrees in writing, supply other materials and equipment of the best available and like quality, capable of meeting the requirements of the Classification Society and of the rules, regulations, requirements and recommendations with which the construction of the DRILLSHIP must comply. Any agreement as to such substitution of materials shall be effected in the manner as provided in Paragraph 1 of this Article, and shall, likewise, include decrease or increase in the Contract Price and other terms and conditions of this Contract affected by such substitution.

(End of Article)

 
24
 

ARTICLE VI - TRIALS AND ACCEPTANCE

1.
Notice:

The sea trial shall start when the DRILLSHIP is reasonably completed in all material respects according to the Specifications, and otherwise any and all tests or trials shall be performed and notified as per the scope of the subsequent Drillship of HN.1837 in accordance with the Specifications.

The BUILDER shall give the BUYER at least Thirty (30) days estimated prior notice and seven (7) days confirming prior notice in writing or by telefax confirmed in writing of the time and place of the sea trial of the DRILLSHIP, and the BUYER shall promptly acknowledge receipt of such notice. The BUYER shall have its representative and his assistant(s) on board the DRILLSHIP to witness such sea trial.

Failure in attendance of the BUYER's representative at the sea trial of the DRILLSHIP for any reason whatsoever after due notice to the BUYER as above provided shall be deemed to be a waiver by the BUYER of its right to have its representative on board the DRILLSHIP at the sea trial, and the BUILDER may conduct the sea trial without attendance of the BUYER'S representative, and in such case the BUYER shall be obligated to accept the DRILLSHIP on the basis of certificates of the Classification Society and a certificate of the BUILDER stating that the DRILLSHIP, upon sea trial, is found to conform to this Contract and the Specifications.

2.
Weather Condition:

The sea trial and any other tests and trials of the DRILLSHIP as per the Specifications shall be carried out under the weather condition that is deemed favorable enough by the judgment of both the BUYER and the BUILDER and as per the Specifications. In the event of unfavorable weather on the date specified for the sea trial or other tests and trials as per the Specifications, the same shall take place on the first available day thereafter that the weather condition permits. It is agreed that, if during the sea trial or other tests and trials of the DRILLSHIP as per the Specifications, the weather should suddenly become so unfavorable that orderly conduct of the test or trial can no longer be continued, the test or trial shall be discontinued and postponed until the first favorable day next following, unless the BUYER shall assent in writing to acceptance of the

 
25
 

DRILL SHIP on the basis of the tests and trials already made before such discontinuance has occurred.

Any delay of sea trial caused by such unfavorable weather condition shall operate to postpone the Delivery Date by the period of the delay involved and such delay shall be deemed as permissible delay in the delivery of the DRILLSHIP.

3.
How Conducted:

(a)
The sea trial and any other tests and trials as per the Specifications shall be conducted in the manner prescribed in the Specifications, and shall prove full fulfillment of the performance requirements for the trial run as set forth in the Specifications.

(b)
All risk and expenses in connection with the sea trial and any other tests and trials are to be for account of the BUILDER and the BUILDER shall provide, at its own expense, fuel oil, lubes, stores and the necessary crew to comply with conditions of safe navigation.

(c)
Notwithstanding above (b), the BUYER shall provide drilling crews at it's own expense during tests and trials for drilling system. The crews shall perform the tests and trials under the BUILDER'S responsibility and risk and familiarized themselves with the system for the final take over of the Drill ship.

4.
Method of Acceptance or Rejection.

(a)
Upon completion of the sea trial, the BUILDER shall give the BUYER a notice by telefax of completion of the trial run, as and if the BUILDER considers that the results of trial run indicate conformity of the DRILLSHIP to this Contract and the Specifications. The BUYER shall, within Five (5) days after receipt of such notice from the BUILDER, notify the BUILDER by telefax of its acceptance or rejection of the DRILLSHIP's conformity to this Contract and Specifications.

(b)
However, if the result of the sea trial is unacceptable, or if the DRILLSHIP, or any part or equipment thereof, (except a defect in the BUYER'S supplies not being the responsibility of the BUILDER) does not conform to the requirements of this Contract and/or the Specifications, or if the BUILDER is in agreement to non-

 
26
 

conformity as specified in the BUYER's notice of rejection, then, the BUILDER shall take necessary steps to correct such non-conformity.

Upon completion of correction of such non-conformity, and re-test or trial if necessary, the BUILDER shall give the BUYER notice thereof by telefax confirmed in writing.

The BUYER shall, within Five (5) days after receipt of such notice from the BUILDER, notify the BUILDER of its acceptance or rejection of the DRJLLSHIP.

(c)
In the event that the BUYER rejects the DRILLSHIP, the BUYER shall indicate in detail in its notice of rejection in what respect the DRILLSHIP, or any part or equipment thereof (except a defect in the BUYER'S supplies not the responsibility of the BUILDER) does not conform to this Contract and/or the Specifications,

(d)
In the event that the BUYER fails to notify the BUILDER by telefax confirmed in writing of the acceptance of or the rejection together with the reason therefore of the DRILLSHIP within the period as provided in the above Sub-paragraph (a) or (b), the BUYER shall be deemed to have accepted the trial results and/or the DRILLSHIP, as appropriate.

(e)
Any dispute between the BUILDER and the BUYER as to the conformity or non­ conformity of the DRILLSHIP to the requirements of this Contract and/or the Specifications shall be submitted for final decision in accordance with Article XII hereof

(f)
The BUYER shall not be entitled to refuse acceptance of the DRILLSHIP by reason of any   minor  or  insubstantial  non-conformity  with  this   Contract   and  the Specifications. For the purpose of this Sub-paragraph, a minor or insubstantial non­ conformity shall mean a non-conformity that does not impair the safe or efficient operation of the DRILLSHIP and shall exclude any non-conformities affecting compliance with the rules and regulations of the Classification Society and other relevant Regulatory Bodies of the DRILLSHIP as defined in the Specifications. The BUILDER shall remain obliged to correct and/or remedy such minor or insubstantial non-conformities  as   soon  as  reasonably  possible   following  delivery  of the DRILLSHIP.

5.
Effect of Acceptance:

 
27
 

Acceptance of the DRILLSHIP as above provided shall be final and binding so far as conformity of the DRILLSHIP to this Contract and the Specifications is concerned and shall preclude the BUYER from refusing formal delivery of the DRILLSHIP as hereinafter provided, if the BUILDER complies with all other procedural requirements for delivery as provided in Article VII hereof. However, the BUYER'S acceptance of the DRILLSHIP shall not affect the BUYER's rights under Article IX hereof.

6.
Disposition of Surplus Consumable Stores:

Any fuel oil furnished and paid for by the BUILDER for sea trial remaining on board including in systems and pipes of the DRILLSHIP, at the time of acceptance of the DRILLSHIP by the BUYER, shall be bought by the BUYER from the BUILDER at the BUILDER's purchase price for such supply in Korea and payment by the BUYER thereof shall be made at the time of delivery of the DRILLSHIP.

The BUILDER shall pay the BUYER at the time of delivery of the DRILLSHIP an amount for the consumed quantity during sea trial of any lubricating oil and greases which were furnished and paid for by the BUYER, if any, at the BUYER's purchase price thereof.

(End of Article)

 
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ARTICLE VII - DELIVERY.

1
Time and Place:

The DRILLSHIP shall be delivered by the BUILDER to the BUYER at the Shipyard on or before September 30, 2011 (unless delays occur in the construction of the DRILLSHIP or in any performance required under this Contract due to causes which under the terms of this Contract permit postponement of the date of delivery, in which event, the aforementioned date for delivery of the DRILLSHIP shall be changed accordingly) or, such earlier date after completion of the DRILLSHIP according to this Contract and the Specifications.

The aforementioned date, or such earlier or later date to which the requirement of delivery is advanced or postponed pursuant to this Contract, is herein called the "Delivery Date".

2.
When and How Effected:

Provided that the BUILDER and the BUYER shall have fulfilled all of their obligations stipulated under this Contract, the delivery of the DRILLSHIP shall be effected forthwith by the concurrent delivery by each of the parties hereto to the other of the PROTOCOL OF DELIVERY AND ACCEPTANCE, acknowledging delivery of the DRILLSHIP by the BUILDER and acceptance thereof by the BUYER.

3.
Documents to be delivered to BUYER:

Upon delivery and acceptance of the DRILLSHIP, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE.

(a)
PROTOCOL OF TRIALS of the DRILLSHIP made pursuant to the Specifications.

(b)
PROTOCOL OF INVENTORY of the equipment of the DRILLSHIP, including spare parts and the like, as specified in the Specifications.

(c)
PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under paragraph 6 of Article VI hereof.

 
29
 

(d)
ALL CERTIFICATES including the BUILDER'S CERTIFICATE required to be furnished upon delivery of the DRILLSHIP pursuant to this Contract and the Specifications.

It is agreed that if, through no fault on the part of the BUILDER, the Classification certificates and/or other certificates are not available at the time of delivery of the DRILLSHIP, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued.

Application and certificate for statutory inspections for the registry of the DRILLSHIP shall be arranged by the BUYER at its expense.

(e)
DECLARATION OF WARRANTY of the BUILDER that the DRILLSHIP is delivered to the BUYER free and clear of any liens, charges, claims, mortgages, or other encumbrances upon the BUYER'S title thereto, and in particular that the DRILLSHIP is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by Korean Governmental Authorities or any other Authorities, as well as all liabilities of the BUILDER to its subcontractors, employees and crew, and of all the liabilities arising from the operation of the DRILLSHIP in trial runs, or otherwise, prior to delivery.

(f)
DRAWINGS AND PLANS and any other technical documentation pertaining to the DRILLSHIP as stipulated in the Specifications

(g)
COMMERCIAL INVOICE.
(h)
Bill of Sale to be notarized and apostiled
(i)
Builder's Resolution of Board of Directors to be notarized and apostiled
(j)
Power of Attorney to be notarized and apostiled
(k)
Goodstanding Certificate
(1)
Confirmation by ABS to Malta Maritime Authority
(m)
Builder's Certificate

4. 
Tender of DRILLSHIP:

If the BUYER fails to take delivery of the DRILLSHIP after completion thereof according to this Contract and the Specifications without any justifiable reason, the

 
30
 
 
BUILDER shall have the right to tender delivery of the DRILLSHIP after accomplishment of all BUILDER'S obligations as provided herein.

5.
Title and Risk:

Title to and risk of loss of the DRILLSHIP shall pass to the BUYER only upon the delivery and acceptance thereof having been completed as stated above; it being expressly understood that, until such delivery is effected, title to and risk of damage to or loss of the DRILLSHIP and her equipment shall be in the BUILDER.

6.
Removal of DRILLSHIP:

The BUYER shall take possession of the DRILLSHIP immediately upon delivery and acceptance thereof and shall remove the DRILLSHIP from the premises of the Shipyard within Three (3) days after delivery and acceptance thereof is effected.

If the BUYER shall not remove the DRILLSHIP from the premises of the Shipyard within the aforesaid Three (3) days, in such event, the BUYER shall pay to the BUILDER the reasonable mooring charges of the DRILLSHIP.
 
 
(End of Article)

 
31
 
 
ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)

 
1. 
Causes of Delay (Force Majeure):

If, at any time either the construction or delivery of the DRILLSHIP or any performance required hereunder as a prerequisite to the delivery thereof is delayed by any of the following events; namely war, acts of state or government, blockade, revolution, insurrections, mobilization, civil commotion, riots, strikes, sabotage, lockouts, Acts of God or the public enemy, plague or other epidemics, quarantines, prolonged failure of electric current, freight embargoes, or defects in major forgings or castings, if any, or shortage of materials, machinery or equipment in inability to obtain delivery or delays in delivery of materials, machinery or equipment other than resulting from any act, omission or improvidence of the BUILDER or its agents, employees or Subcontractors, provided that at the time of ordering the same could reasonably be expected by the BUILDER to be delivered in time, or defects in materials, machinery or equipment which could not have been detected by the BUILDER using reasonable care, or earthquakes, tidal waves, typhoons, hurricanes, prolonged or unusually severe weather conditions or delay in the construction of the BUILDER’s other new-building projects in the same dry-dock due to any such causes as described in this Article which in turn delay the keel laying and eventual delivery of the DRILLSHIP in view of the Shipyard's overall building program or the BUILDER’s performance under this Contract, or by destruction of the premises or works of the BUILDER or its sub-contractors, or of the DRILLSHIP, or any part thereof, by fire, landslides, flood, lightning, explosion, or other causes beyond the control of the BUILDER, or its sub-contractors, as the case may be, or for any other causes which, under terms of this Contract, authorize and permit extension of the time for delivery of the DRILLSHIP, then, in the event of delays due to the happening of any of the aforementioned contingencies, the Delivery Date of the DRILLSHIP under this Contract shall be extended for a period of time which shall not exceed the total accumulated time of all such delays.

The BUILDER’s entitlement to extension of the Delivery Date due to any of the aforesaid events shall, however, always be subject to the delay, or any part of the delay, not being caused by the BUILDER’s error, neglect, act or omission or that of its agents, employees or Subcontactors, and that the BUILDER having taken all reasonable steps to mitigate the effect of the event upon the Delivery Date.

 
32
 
 
2.
Notice of Delay:

Within Ten (10) days after the date of occurrence of any cause of delay, on account of which the BUILDER claims that it is entitled under this Contract to a postponement of the Delivery Date, the BUILDER shall notify the BUYER in writing or by telefax confirmed in writing of the date when such cause of delay occurred. Likewise, within Ten (10) days after the date of ending of such cause of delay, the BUILDER shall notify the BUYER in writing or by telefax confirmed in writing of the date when such cause of delay ended.

The BUILDER shall also notify promptly the BUYER of the period, by which in their opinion the Delivery Date is postponed by reason of such cause of delay. If the BUILDER does not give the timely advice as above, the BUILDER shall lose the right to claim such delays as permissible delay.

Failure of the BUYER to acknowledge to the BUILDER'S claim for postponement of the Delivery Date within Ten (10) days after receipt by the BUYER of such notice of claim shall be deemed to be a waiver by the BUYER of its right to object to such postponement of the Delivery Date.

3.
Definition of Permissible Delay:

Delays on account of such causes as specified in Paragraph 1 of this Article and any other delay of a nature which under the terms of this Contract permits postponement of the Delivery Date shall be understood to be permissible delays and are to be distinguished from unauthorized delays on account of which the Contract Price is subject to adjustment as provided for in Article III hereof.

4.
Right to Rescind for Excessive Delay:

If the total accumulated time of all delays claimed by the BUILDER on account of the causes specified in Paragraph 1 of this Article, excluding other delays of the nature which under the terms of this Contract permit postponement of the Delivery Date, amounts to Two Hundred and Ten (210) days or more, then, in such event, the BUYER may rescind this Contract in accordance with the provisions of Article X hereof.

The BUILDER may, at any time after the accumulated time of the aforementioned delays justifying rescission by the BUYER, demand in writing that the BUYER shall

 
33
 

make an election, in which case the BUYER shall, within Fourteen (14) working days after such demand is received by the BUYER either notify the BUILDER of its intention to rescind this Contract, or consent to a postponement of the Delivery Date to an agreed specific future date, which date BUILDER represents to BUYER is the earliest date BUILDER can deliver the DRILLSHIP to BUYER, based on the circumstances then known, it being understood by the parties hereto that if the DRILLSHIP is not delivered by such future date, the BUYER shall have the same right of rescission upon the same terms and conditions as hereinabove provided.


(End of Article)
 
 
34
 

ARTICLE IX – WARRANTY OF QUALITY


1.
Guarantee:

The BUILDER, for the period of Twelve (12) months after delivery of the DRILLSHIP (hereinafter called "Guarantee Period"), guarantees the DRILLSHIP and her engines, including all parts and equipment manufactured, furnished or installed by the BUILDER or its subcontractors under this Contract, and including the machinery, equipment and appurtenances thereof (including the installation work performed or required to be performed by BUILDER under this Contract for the BUYER supplied or furnished equipment), under the Contract but excluding any item which is supplied or designated by the BUYER or by any other bodies on behalf of the BUYER, against all defects discovered within the Guarantee Period which are due to defective material, design and/or poor workmanship or negligent or other improper acts or omissions on the part of the BUILDER or its subcontractors (hereinafter called the "Defect" or "Defects") and are not a result of accident, ordinary wear and tear, misuse, mismanagement, negligent or other improper acts or omissions or neglect on the part of the BUYER, its employee or agents.

2.
Notice of Defects:

The BUYER shall notify the BUILDER in writing, or by telefax confirmed in writing, of any Defect for which claim is made under this guarantee, as promptly as possible after discovery thereof. The BUYER’s written notice shall describe the nature, cause and extent of the Defects.

The BUILDER shall have no obligation for any Defect discovered prior to the expiry date of the Guarantee Period, unless notice of such Defect is received by the BUILDER not later than Fourteen (14) working days after the expiry of the Guarantee Period.

3.
Remedy of Defects:

 
(a)
The BUILDER shall remedy, at its expense, any Defect against which the DRILLSHIP is guaranteed under this Article, by making all necessary repairs or replacements at the Shipyard.

 
35
 
 
 
(b)
However, if it is impracticable to bring the DRILLSHIP to the Shipyard, the BUYER may cause the necessary repairs or replacements to be made elsewhere which is deemed suitable for the purpose, provided that, in such event, the BUILDER may forward or supply replacement parts or materials to the nearest airport or port from the DRILLSHIP, unless forwarding or supplying thereof would impair or delay the operation or working schedule of the DRILLSHIP. In the event that the BUYER proposes to cause the necessary repairs or replacements for the DRILLSHIP to be made at any other shipyard or works than the Shipyard, the BUYER shall first, but in all events as soon as possible, give the BUILDER notice in writing or by telefax confirmed in writing of the time and place when and where such repairs will be made, and if the DRILLSHIP is not thereby delayed, or her operation or working schedule is not thereby impaired, the BUILDER shall have the right to verify by its own representative(s) the nature, cause and extent of the Defects complained of. The BUILDER shall, in such case, promptly advise the BUYER by telefax or telex after such examination has been completed, of its acceptance or rejection of the Defects as ones that are covered by the guarantee herein provided. Upon the BUILDER’s acceptance of the Defects as justifying remedy under this Article, or upon award of the arbitration so determining, the BUILDER shall compensate the BUYER for such repairs or replacements a sum equal to the necessary and reasonable cost of making the same repairs or replacements in a competent shipyard at a reasonable location, at the prices prevailing at the time of such repairs or replacements are made. The reimbursement of the cost incurred in relation to guarantee works shall be paid after the repairs or replacements are made but if not made or the costs incurred for each such repair or replacement is below US$ 100,000, such costs shall be paid at the expiration of the guarantee period.

 
(c)
The BUILDER guarantees repairs or replacements to the DRILLSHIP made under the guarantee in paragraph 1 of this Article for a further period of Twelve (12) months from the date of completion of such repair or replacement. In any case, the maximum guarantee period shall not exceed Eighteen (18) months.

 
(d)
In any case, the DRILLSHIP shall be taken, at the BUYER'S cost and responsibility, to the place elected, ready in all respects for such repairs or replacement.

 
(e)
Any dispute under this Article shall be referred to arbitration in accordance with the provisions of Article XII hereof.

 
36
 


4.
Extent of BUILDER’s Responsibility

 
(a)
The BUILDER shall have no responsibility or liability for any other defect whatsoever in the DRILLSHIP than the Defects specified in Paragraph 1 of this Article. Nor the BUILDER shall in any circumstance be responsible or liable for any consequential or special loss, damage or expense including but not limited to loss of time, loss of profit of earning or demurrage directly or indirectly occasioned to the BUYER by reason of the Defects specified in Paragraph 1 of this Article or due to repairs or other works done to the DRILLSHIP to remedy such Defects.

 
(b)
The BUILDER shall not be responsible for any defect in any part of the DRILLSHIP which may, subsequently to delivery of the DRILLSHIP, have been replaced or repaired in any way by any other contractor, or for any defect which have been caused or aggravated by omission or improper use and maintenance of the DRILLSHIP on the part of the BUYER, its servants or agents or by ordinary wear and tear or by any other reason beyond control of the BUILDER.

 
(c)
The guarantee contained as hereinabove in this Article replaces and excludes any other liability, guarantee, warranty and/or condition imposed or implied by the law, customary, statutory or otherwise, by reason of the construction and sale of the DRILLSHIP by the BUILDER for and to the BUYER.


(End of Article)
 
 
37
 

ARTICLE X - - RESCISSION BY BUYER

1.
Notice:

The payments made by the BUYER prior to delivery of the DRILLSHIP shall be in the nature of advances to the BUILDER, and in the event that the DRILLSHIP is rejected by the BUYER or the Contract is rescinded by the BUYER in accordance with the terms of this Contract under and pursuant to any of the provisions of this Contract specifically permitting the BUYER to do so, then the BUYER shall notify the BUILDER in writing or by telefax confirmed in writing, and such rescission shall be effective as of the date when notice thereof is received by the BUILDER.

2.
Refundment by BUILDER:

In case the BUILDER receives the notice stipulated in Paragraph 1 of this Article, the BUILDER shall promptly refund to the BUYER the full amount of all sums paid by the BUYER to the BUILDER on account of the DRILLSHIP, together with the interest thereon, unless the BUILDER proceeds to the arbitration under the provisions of Article XII hereof. The BUILDER shall also return any BUYER'S Supplies, or if such cannot be returned, the BUILDER shall pay to the BUYER an amount equal to the BUYER'S costs for such equipment.

In the event of such rescission by the BUYER, the BUILDER shall pay the BUYER interest at the rate of six percent (6%) per annum on the amount required herein to be refunded to the BUYER, computed from the respective dates on which such sums were paid by the BUYER to the BUILDER to the date of remittance by transfer of such refund to the BUYER by the BUILDER, provided, however, that if the said rescission by the BUYER is made under the provisions of Paragraph 4 of Article VIII hereof, then in such event the BUILDER shall pay the BUYER interest at the rate of four and a half percent (4.5%) per annum on the sums refundable.

As security for refund of installments prior to delivery of the DRILLSHIP, the BUILDER shall famish to BUYER, prior to the due date of the first installment, with an irrevocable letter of guarantee covering the amount of such pre-delivery installments and issued by KEXIM, KDB, or a bank acceptable to the BUYER in favour of the BUYER. Such letter of guarantee shall have substantially the same form and substance as Exhibit "4" annexed hereto.

 
38
 

3.
Discharge of Obligations:

Upon such refund by the BUILDER to the BUYER, all obligations, duties and liabilities of each of the parties hereto to the other under this Contract shall be forthwith completely discharged, without prejudice, however, to any claims either party may have resulting from the other party's breach of any of its obligations under this Contract.
 
 
(End of Article)

 
39
 

ARTICLE XI - BUYER'S DEFAULT

1.
Definition of Default:

The BUYER shall be deemed to be in default of its performance of obligations under this Contract in the following cases:
(a)
If the first installment is not paid in full by the BUYER within the due date specified in Article II. 4 (a) after the receipt of original Refundment Guarantee or if any of the second, third or fourth installment is not paid in full by the BUYER to the BUILDER within Three (3) banking days in New York after such installment becomes due and payable as provided in Article II hereof; or

(b)
If a performance guarantee by Cardiff Marine Inc. is not presented to the BUILDER within 5 banking days from the Effective Date of this Contract.

(c)
If the fifth installment, after adjustment pursuant to the relevant provisions of this Contract, is not paid in full by the BUYER to the BUILDER concurrently with the delivery of the DRILLSHIP as provided in Article II hereof; or

(d)
If the BUYER, when the DRILLSHIP is duly tendered for delivery by the BUILDER in accordance with the provisions of this Contract, fails to accept the DRILLSHIP within Five (5) days from the tendered date without any specific and valid ground thereof under this Contract.

2.
Effect of Default on or before Delivery of DRILLSHIP:

(a)
Should the BUYER make default in payment of any installment of the Contract Price on or before delivery of the DRILLSHIP, the BUYER shall pay the installment(s) in default plus accrued interest thereon at the rate of six percent (6%) per annum computed from the due date of such installment provided in Paragraph 4 of Article II hereof up to the date when the BUILDER receives the payment, and, for the purpose of Paragraph 1 of Article VII hereof, the Delivery Date of the DRILLSHIP shall be automatically extended by a period of continuance of such default by the BUYER.

In any event of default by the BUYER, the BUYER shall also pay all charges and

 
40
 

expenses incurred to the BUILDER in direct consequence of such default.
(b)
If any default by the BUYER continues for a period of Fifteen (15) days, the BUILDER may, at its option, rescind this Contract by giving notice of such effect to the BUYER by telefax confirmed in writing.

Upon dispatch by the BUILDER of such notice of rescission, this Contract shall be forthwith rescinded and terminated. In the event of such rescission of this Contract, the BUILDER shall be entitled to retain any installment or installments already paid by the BUYER to the BUILDER on account of this Contract and the BUYER'S Supplies already delivered to the Shipyard, if any.

3. 
Disposal of DRILLSHIP:

(a)
In the event that this Contract is rescinded by the BUILDER under the provisions of Paragraph 2(b) of this Article, the BUILDER may, at its sole discretion, either complete the DRILLSHIP and sell the same, or sell the DRILLSHIP in its incomplete state, free of any right or claim of the BUYER. Such sale of the DRILLSHIP by the BUILDER shall be either by public auction or private contract at the BUILDER'S sole discretion and on such terms and conditions as the BUILDER shall deem fit.

(b)
In the event of such sale of the DRILLSHIP, the amount of the sale received by the BUILDER shall be applied firstly to all expenses attending such sale or otherwise incurred to the BUILDER as a result of the BUYER'S default, secondly to the payment of all costs and expenses of construction of the DRILLSHIP incurred to the BUILDER less BUYER'S Supplies and the installments already paid by the BUYER, and then to the compensation to the BUILDER for a reasonable cost due to rescission of this Contract, and finally to the repayment to the BUYER if any balance is obtained.

 
(c)
If the proceeds of sale are insufficient to pay such total costs and loss of profit as aforesaid, the BUYER shall promptly pay the deficiency to the BUILDER upon request.
 
(End of Article)

 
41
 

ARTICLE XII – ARBITRATION

1.
Decision by the Classification Society:

If any dispute arises between the parties hereto in regard to the design and/or construction of the DRILLSHIP, its machinery and equipment, and/or in respect of the materials and/or workmanship thereof and/or thereon, and/or in respect of interpretations of this Contract or the Specifications, the parties may by mutual agreement refer the dispute to the Classification Society or to such other expert as may be mutually agreed between the parties hereto, and whose decision shall be final, conclusive and binding upon the parties hereto.

2.
Proceedings of Arbitration in London UK.:

In the event that the parties hereto do not agree to settle a dispute according to Paragraph 1 of this Article and/or in the event of any other dispute of any kind whatsoever between the parties and relating to this Contract, including any dispute regarding its validity and existence, or its rescission or any stipulation herein, such dispute shall be submitted to arbitration in London.

If the dispute or difference does not exceed the sum of Five Hundred Thousand United States Dollars (US$ 500,000) the arbitration shall be conducted in accordance with the London Maritime Arbitrators Association's Small Claims Procedure current at the time when the arbitration proceedings are commenced.

For disputes of value above Five Hundred Thousand United States Dollars (US$ 500,000) each party shall appoint an arbitrator and in the event that they cannot agree, the two arbitrators so appointed shall appoint an Umpire.

If the two arbitrators are unable to agree upon an Umpire within Twenty (20) days after appointment of the second arbitrator, either of the said two arbitrators may apply to the President for the time being of the London Maritime Arbitrators Association to appoint the Umpire, and the two arbitrators and the Umpire shall constitute the Arbitration Board.

Such arbitration shall be in accordance with and subject to the provisions of the British Arbitration Act 1996, or any statutory modification or re-enactment thereof for the time

 
42
 
 
being in force.
 
Either party may demand arbitration of any such dispute by giving notice to the other party. Any demand for arbitration by either of the parties hereto shall state the name of the arbitrator appointed by such party and shall also state specifically the question or questions as to which such party is demanding arbitration.

Within Fourteen (14) days after receipt of notice of such demand for arbitration, the other party shall in turn appoint a second arbitrator and give notice in writing of such appointment to the party demanding arbitration. If a party fails to appoint an arbitrator as aforementioned within Fourteen (14) days following receipt of notice of demand for arbitration by the other party, the party failing to appoint an arbitrator shall be deemed to have accepted and appointed, as its own arbitrator, the arbitrator appointed by the party demanding arbitration and the arbitration shall proceed before this sole arbitrator who alone in such event shall constitute the Arbitration Board

The award of the Arbitration Board shall be final and binding on both parties.

3.
Notice of Award:

The award decision shall immediately be communicated to the BUYER and the BUILDER by facsimile and confirmed in writing.

4.
Expenses:

The Arbitration Board shall determine which party shall bear the expenses of the arbitration or the portion of such expenses that each party shall bear.

5.
Entry in Court:

In case of failure by either party to respect the award of the arbitration, the judgment may be entered in any proper court having jurisdiction thereof.

6.
Alteration of Delivery Date:

In the event of reference to arbitration of any dispute arising out of matters occurring prior to delivery of the DRILLSHIP, the award may include any adjustment of the Delivery Date that the Arbitration Board may deem appropriate.

 
43
 

(End of Article)

 
44
 

ARTICLE XIII – SUCCESSOR AND ASSIGNS

The BUILDER agrees that, prior to delivery of the DRILLSHIP, this Contract may, with the prior written approval of the BUILDER, which the BUILDER shall not unreasonably withhold, be transferred to and the title thereof may be taken by another company.

In the event of any assignment or novation pursuant to the terms of this Contract, the assignee shall succeed to all of the rights and obligations of the assignor under this Contract and the assignor shall remain responsible for the fulfillment of this Contract.

In the event of the assignment or novation from the BUYER to any other individual or company pursuant to this provision, the BUILDER shall be entitled to request issuance of a Performance Guarantee from the BUYER having identical form and contents as Exhibit "5" annexed hereto.

In the event of any resale, assignment or novation of the Contract, any and all matters determined by mutual agreement between the BUYER and the BUILDER prior to the resale, assignment or novation of the Contract shall be accepted and complied by the New BUYER (i.e., assignee). If the New BUYER or its Supervisor makes unreasonable requests that may have a significant impact on the delivery schedule of the DRILLSHIP and/or costs of construction (including, without limitation to, request for substantial change of ship type or excessive revision of design specification, etc.), the BUILDER shall be entitled to withhold its consent to the resale, assignment or novation of the Contract but in such situation the BUILDER may grant at its option consent to such resale, assignment or novation if the New BUYER will bear any and all direct and indirect costs attributable to such requests and changes resulting therefrom.


(End of Article)

 
45
 

ARTICLE XIV - TAXES AND DUTIES


1.
Taxes and Duties Incurred in Korea and /or China:

The BUILDER shall bear and pay all taxes, duties, stamps and fees incurred in Korea and/or China in connection with execution and/or performance of this Contract as the BUILDER, except for any taxes and duties imposed in Korea and/or China upon the BUYER'S Supplies.

2.
Taxes and Duties Incurred Outside Korea and or China:

The BUYER shall bear and pay all taxes, duties, stamps and fees incurred outside Korea and/or China in connection with execution and/or performance of this Contract as the BUYER, except for taxes and duties imposed upon those items to be procured by the BUILDER for construction.


(End of Article)

 
46
 
 
ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC.
 
1.
Patents:

BUILDER agrees to defend, indemnify and hold BUYER harmless from any liability or claims of infringement of patent rights, utility model rights, trade mark rights or copyrights, or any other intellectual property rights of any third party relating to the construction and supply of the DRILLSHIP.

With regard to the performance of the current Contract, notwithstanding anything to the contrary herein, BUYER shall defend, indemnify and hold BUILDER harmless from any liability or claims of infringement of patent rights, utility model rights, trade mark rights or copyrights, or any other intellectual property rights of any third party related to (i) process supplied by BUYER, (ii) BUYER'S Supplies and (iii) any construction, operation or use of the drilling system.

Except as otherwise provided for in this Contract, nothing contained herein shall be construed as transferring any rights in any patent, trademarks or copyrights utilized in the performance of this Contract.

2.
General Plans, Specifications and Working Drawings:

The BUILDER retains all rights with respect to the Specifications, and plans and working drawings, technical descriptions, calculations, test results and other data, information and documents concerning the design and construction of the DRILLSHIP, and the BUYER undertakes therefore not to disclose the same or divulge any information contained therein to any third parties, without the prior written consent of the BUILDER, such consent not to be unreasonably withheld, except where it is necessary for usual operation, repair and maintenance of the DRILLSHIP.


(End of Article)

 
47
 

ARTICLE XVI – BUYER’S SUPPLIES


1.
Responsibility of BUYER:

 
(a)
The BUYER shall, at its own risk, cost and expense, supply and deliver to the BUILDER all of the items to be furnished by the BUYER as specified in the Specifications (herein called the BUYER'S Supplies) at warehouse or other storage of the Shipyard in the complete, proper condition ready for installation in or on the DRILLSHIP, in accordance with the time schedule designated and advised by the BUILDER to the BUYER.

 
(b)
In order to facilitate installation by the BUILDER of the BUYER'S Supplies in or on the DRILLSHIP, the BUYER shall furnish the BUILDER with necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates required by the rules and regulations of the Specifications. If so requested by the BUILDER, the BUYER, without any charge to the BUILDER, shall cause the representatives of the manufacturers of the BUYER'S Supplies to advise the BUILDER in installation thereof in or on the DRILLSHIP.

 
(c)
Any and all of the BUYER'S Supplies shall be subject to the BUILDER'S reasonable right of rejection, as and if they are found to be unsuitable or in improper condition for installation.

 
(d)
A delivery Schedule of the BUYER'S Supplies, if any of such have effect on the BUILDER'S construction of the DRILLSHIP, shall be finalized and settled within one hundred and eighty (180) calendar days from the date of the Contract signing. Should the BUYER fail to deliver any of the BUYER'S Supplies within the time designated, the Delivery Date shall be automatically extended for a period that actually caused the delay in the delivery of the DRILLSHIP.

 
(e)
If delay in delivery of any of the BUYER'S Supplies, having effect on the BUILDER'S construction of the DRILLSHIP, exceeds thirty (30) days, then, the BUILDER shall be entitled to proceed with construction of the DRILLSHIP without installation thereof in or on the DRILLSHIP as hereinabove provided, and the BUYER shall accept and take delivery of the DRILLSHIP so constructed, unless such delay is caused by Force Majeure in which case the provision Paragraph 1(d) of this Article shall apply.

 
48
 


2.
Responsibility of BUILDER:

The BUILDER shall be responsible for storing and handling with reasonable care of the BUYER’s Supplies after delivery thereof at the Shipyard, and shall, at its own cost and expense, install them in or on the DRILLSHIP, unless otherwise provided herein or agreed by the parties hereto, provided, always, that the BUILDER shall not be responsible for quality, efficiency and/or performance of any of the BUYER'S Supplies.

It will be the BUILDER’s responsibility to the BUYER to: (i) if applicable, assemble the BUYER’s Supplies; (ii) test the BUYER’s Supplies as necessary or appropriate; (iii) install the BUYER’s Supplies on the DRILLSHIP, in modules, as required, or otherwise as required, and to integrate the BUYER’s Supplies into the overall designed system of the DRILLSHIP. In no event will BUILDER charge any additional cost for any of the above. The BUILDER will perform above works under guidance of BUYER and the Vendors representative when required. Any rework involved due to no fault of the BUILDER shall be to BUYER'S cost and responsibility.

3.
Title:

Title to the BUYER'S Supplies shall at all times remain with the BUYER during the Contract; however, the BUILDER shall have the risk of loss of or damage to such BUYER'S Supplies from the time set out in subparagraph 1(a) of this Article until delivery of the DRILLSHIP.


(End of Article)

 
49
 
 
ARTICLE XVII – INSURANCE


1.
Extent of Insurance Coverage:

From the time of the keel-laying until delivery of the DRILLSHIP, the BUILDER shall, at its own cost and expense fully insure the DRILLSHIP and all machinery, materials and equipment delivered to the Shipyard for the DRILLSHIP, including BUYER’s Supplies, built into or installed in or upon the DRILLSHIP against all risks under the "Institute Clauses for Builder's Risks" with first class insurance company or underwriters in Korea. From the time of the first arrival of the BUYER’s Supplies in Korea until delivery of the DRILLSHIP, the BUILDER shall keep the BUYER’s Supplies fully insured with the aforementioned insurance companies or underwriters to cover BUILDER’s Risk.

The BUILDER shall promptly furnish the BUILDER with certified copies in the English language of the insurance policies taken out.

2.
Application of the Recovered Amounts:

In the event that the DRILLSHIP shall be damaged from any insured cause at any time before delivery of the DRILLSHIP, and in the further event that such damage shall not constitute an actual or constructive total loss of the DRILLSHIP, the amount received in respect of the insurance shall be applied by the BUILDER in repair of such damage, satisfactory to the Classification Society and its requirements, and the BUYER shall accept the DRILLSHIP under this Contract if completed in accordance with this Contract and the Specifications, however, subject to the extension of delivery time under Article VIII hereof (except in case of negligence of the BUILDER).

Should the DRILLSHIP from any cause become an actual or constructive total loss, the BUILDER shall by the mutual agreement between the parties hereto, either:

 
(a)
Proceed in accordance with the terms of this Contract, in which case the amount received in respect of the insurance shall be applied to the construction and repair of damage of the DRILLSHIP, provided the parties hereto shall have first agreed thereto in writing and to such reasonable extension of delivery time as may be necessary for the completion of such reconstruction and repair; or

 
50
 
 
 
(b)
Refund promptly to the BUYER the full amount of all sums paid by the BUYER to the BUILDER as installments in advance of delivery of the DRILLSHIP, and deliver to the BUYER all BUYER'S Supplies (or the insurance proceeds paid with respect thereto), in which case this Contract shall be deemed to be automatically terminated and shall be deemed rescinded for purposes of Article X hereof and all rights, duties, liabilities and obligations of each of the parties to the other shall forthwith cease and terminate.

If the parties fail to reach such agreement within Sixty (60) days after the DRILLSHIP is determined to be an actual or constructive total loss, the provisions of sub-paragraph 2 (b) as above shall apply.

3.
Termination of BUILDER'S Obligation to Insure:

The BUILDER shall be under no obligation to insure the DRILLSHIP hereunder after delivery thereof and acceptance by the BUYER.


(End of Article)

 
51
 

ARTICLE XVIII - NOTICE

1.
Address:

Any and all notices and communications in connection with this Contract shall be addressed as follows:

To the BUYER:
Drillship Skopelos Owners Inc. c/o Cardiff Marine Inc. 80 Kifissias Avenue, GR-151 25 Amaroussion, Greece
Fax no.(+30)210 8090205
E-mail: finance@cardiff.gr for the attention of Mr. Aristidis Ioannidis
 newbuildings@cardiff.gr for the attention of Mr. George Kourelis


To the BUILDER:
Samsung Heavy Industries Co., Ltd.
34th Floor, Samsung Life Insurance Seocho Tower 1321-15,
Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857
Seoul, Korea 135-080
Facsimile No.: (+82)2 3458 7369
TelphoneNo.: (+82)2 3458 7313
E-mail: danielcd.cho@samsung.com

or preferably to its Geoje Yard:

Samsung Heavy Industries Co., Ltd. 530, Jangpyeong-ri, Sinhyun-up, Geoje, Kyeongsangnam-do, 656-717, Korea
Facsimile No.: (+82 55 630 6070)

2.
Language:

Any and all notices and communications in connection with this Contract shall be written in the English language.

 
52
 

3.
Effective Date of Notice:

The notice in connection with this Contract shall become effective from the date when such notice is received by the BUYER or by the BUILDER except otherwise described in the Contract.


(End of Article)

 
53
 

ARTICLE XIX – EFFECTIVE DATE OF CONTRACT


This Contract shall become effective upon signing by the parties hereto.


(End of Article)


 
54
 

ARTICLE XX - INTERPRETATION


1.
Laws Applicable:

The parties hereto agree that the validity and the interpretation of this Contract and of each Article and part thereof shall be governed by the laws of England.

2.
Discrepancies:

All general language or requirements embodied in the Specifications are intended to amplify, explain and implement the requirements of this Contract. However, in the event that any language or requirements so embodied permit an interpretation inconsistent with any provision of this Contract, then, in each and every such event, the applicable provisions of this Contract shall prevail and govern. In the event of conflict between the Specifications and Plans, the Specifications shall prevail and govern.

3.
Entire Agreement:

This Contract contains the entire agreement and understanding between the parties hereto and supersedes all prior negotiations, representations, undertakings and agreements on any subject matter of this Contract.

4.
Amendments and Supplements:

Any supplement, memorandum of understanding or amendment, whatsoever form it may be relating to this Contract, to be made and signed among parties hereof after signing this Contract, shall be the integral part of this Contract and shall be predominant over the respective corresponding Article and/or Paragraph of this Contract.


(End of Article)

 
55
 
 
ARTICLE XXI - CONFIDENTIALITY


BUILDER and BUYER agree that the terms and conditions of this Contract shall remain confidential and neither party shall disclose any such terms and conditions of this Contract to any third party without first obtaining the prior written consent of the other, provided however, that either party shall be entitled to disclose any or all of the terms and conditions of the Contract to the extent it is necessary to do so to implement, effectuate and comply with the terms of the Contract or to otherwise exercise any right or discharge any obligation that party may have pursuant to this Contract or any laws, rules and regulations.
 

(End of Article)

 
56
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be duly executed on the day and year first above written.
 
BUYER:
  
BUILDER:
  
       
For and on behalf of the BUYER:
  
For and on behalf of the BUILDER:
  
DRILLSHIP SKOPELOS OWNERS INC.
  
SAMSUNG HEAVY INDUSTRIES CO., LTD
  
       
       
/s/ George Economou
  
/s/ J.W. Kim
  
By: Mr. George Economou
  
By: Mr. J.W. Kim
  
Title: Authorized Signatory
  
Title: President & CEO
  
       
       
WITNESSED BY
  
WITNESSED BY
  
       
       
/s/ Aristidis Ioannidis
  
/s/ H.Y. Lee
  
By: Mr. Aristidis Ioannidis
  
By: H.Y. Lee
  
Title: General Manager of Cardiff Marine Inc.
  
Title: Chief Marketing Officer
  
 
 
57
 
 
EXHIBIT "1" VESSEL SPECIFICATION

The Vessel Specification of this Contract for HN.1866 shall be identical to the Vessel Specification (Doc. No. SP07146.FS02 of September 14th, 2007) and Manufacturer List (Doc. No. SPO7146.ML02 of September 14th 2007) of the Contract for HN.1837. Any modification of the Vessel Specification requested during the design and/or construction of HN.1837, shall be applied.

 
58
 

EXHIBIT "2" TOPSIDE SPECIFICATION

 
The Topside Specification of this Contract for HN.1866 shall be identical to the Topside Specification (Doc. No. SP07146.FS01 of September 14th, 2007) of the Contract for HN. 1837.

 
59
 
 
EXHIBIT "3" DELIVERY AND CONSTRUCTION SCHEDULE

 
 
 

 
60
 
EXHIBIT "4" LETTER OF REFUNDMENT GUARANTEE NO.

 
Gentlemen:


We hereby open our irrevocable letter of guarantee No. in favor of Drillship Skopelos Owners Inc. (hereinafter called the "BUYER") for account of Samsung Heavy Industries, Seoul, Korea as follows in consideration of the Drillship contract dated 24th January 2008 (hereinafter called the "Contract") made by and among the BUYER and Samsung Heavy Industries Co., Ltd. (hereinafter called the "BUILDER") for the construction of one (1) Drillship composed of hull part and topside part, having BUILDER'S Hull No. 1866(hereinafter called the "DRILLSHIP").

If in connection with the terms of the Contract the BUYER shall become entitled to a refund of the advance payments) made to the BUILDER prior to the delivery of the DRILLSHIP, we hereby irrevocably guarantee as primary obligor and not merely as surety the repayment of the same to the BUYER immediately on demand USD 10,000,000 (United States Dollars Ten Million only) together with interest thereon at the rate of six percent (6%) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund.

The amount of this guarantee will be automatically increased, not more than five (5) times, upon BUILDER'S receipt of the respective installment: each time by the amount of installment of USD39,575,000, USD 49,575,000, USD 99,150,000 and USD 99,150,000 and USD 99,150,000 respectively, plus interest thereon as provided in the Contract, but in any eventuality the amount of this guarantee shall not exceed the total sum of USD 396,600,000 (Say United States Dollars Three Hundred Ninety Six Million Six Hundred Thousand only) plus interest thereon at the rate of six per cent (6%) per annum from the date following the date of BUILDER'S receipt of each installment to the date of remittance by telegraphic transfer of the refund.

In case any refund is made to you by the BUILDER or by us under this guarantee, our liability hereunder shall be automatically reduced by the amount of such refund.

In the event of cancellation of the Contract being based on delays due to force majeure or other causes beyond the control of the BUILDER, as required by Article X of the Contract, interest

 
61
 
 
shall be paid at the rate of Four and a half percent (4.5%) per annum from the date of following the date of Builder's receipt of each installment to the date of remittance by telegraphic transfer of the refund.

This letter of guarantee is available against our receipt of signed statement certifying that BUYER'S demand for refund has been made in conformity with Article X of the Contract and the BUILDER has failed to make the refund within Thirty (30) days after your demand to the BUILDER. Refund shall be made to you by telegraphic transfer in United States Dollars in freely transferable funds and free and clear of and without deduction for and on account of any set off, counterclaim or present or future tax, levy, impost, duty, charge, fee or other withholding of any nature whatsoever imposed and by whomsoever on yourselves. In the event we are required by law to make any deduction or withholding from any payment to be made by it pursuant to this letter of guarantee, we will pay to you whatever additional amount (after taking into account any additional taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, you receive a net sum equal to the sum which you would have received had no deduction or withholding been made.

This letter of guarantee shall expire and become null and void upon receipt by the BUYER of the sum guaranteed hereby or upon acceptance by the BUYER of delivery of the DRILLSHIP in accordance with the terms of the Contract and, in either case; this letter of guarantee shall be returned to us. This guarantee is valid from the date of this letter of guarantee until delivery or in the event of delayed delivery until such time as the DRILLSHIP is delivered by the BUILDER to the BUYER in accordance with the terms of the Contract.

Notwithstanding the provisions hereinabove, in case we receive notification from you or the BUILDER confirmed by the Arbitration Board stating that your claim to cancel the Contract or your claim for refundment thereunder has been disputed and referred to Arbitration in accordance with the provisions of the Contract, the period of validity of this guarantee shall be extended until Sixty (60) days after the final award shall be rendered in the Arbitration and a copy thereof acknowledged by the Arbitration Board. In such case, this guarantee shall not be available unless and until such acknowledged copy of the final award in the Arbitration justifying your claim is presented to us.

This guarantee shall not be affected by any extension of time or concession granted by the BUYER to the BUILDER or any delay or failure of the BUYER in enforcing its rights under the Contract.

 
62
 
 
The BUYER shall have the right to assign this guarantee and all of its benefits to any assignee to whom the Contract is assigned.

This guarantee shall be governed by the laws of England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England. If we receive written or telefaxed notice from you or the BUILDER that there exists an arbitration between you and BUILDER or that you have made a formal demand of us under this Letter of Guarantee we shall within thirty (30) days of receipt of such notice irrevocably appoint an agent for service of process in respect of any proceedings in England and notify you of such appointment and undertake that, throughout the terms of this Letter of Guarantee, we will retain such agent in England for such purposes. If we fail to make such appointment and/or give such notification within thirty (30) day period we hereby appoint and be deemed to have appointed the London branch of our bank currently at Broadwalk House 5, Appold Street, EC2A 2DA London.

Any notice or demand under this Letter of Guarantee required to be given by yourselves to us shall be addressed to us as follows:

Address: 19F., Kyobo Bldg., 1. 1-lka, Chongro-ku, Seoul 110-714, Korea
Tel: +82 2 3700 9624
Fax: +82 2 722 7839
 
 
Very truly yours,
 
Calyon

 
63
 
 
EXHIBIT "5" PERFORMANCE GUARANTEE


Messrs.
Samsung Heavy Industries Co., Ltd.
34th Floor, Samsung Life Insurance Seocho Tower
1324-15, Seocho-Dong, Seocho-Gu,
Seoul, Republic of Korea 137-857
 

In consideration of the shipbuilding contract dated 24th January 2008 (hereinafter called the "Contract") by us to (hereinafter called the "BUYER"), for the construction of one (1) Drillship having your Hull No. 1866(hereinafter called the "Drillship") providing among other things for payment of the Contract Price amounting to United States Dollars Six Hundred Sixty One Million (US$ 661,000,000);

We, the undersigned, hereby irrevocably and unconditionally guarantee to you, your successors, and assigns the due and faithful performance by the BUYER of its all liabilities and responsibilities under the Contract and any supplement, amendment, change or modification hereafter made thereto, including but not limited to, due and prompt payment of the Contract Price by the BUYER to you, your successors, and assigns under the Contract and any supplement, amendment, change or modification as aforesaid (hereby expressly waiving notice of any such supplement, amendment, change or modification as may be agreed to by the BUYER and confirming that this guarantee shall be fully applicable to the Contract as so supplemented, amended, changed or modified).

This Performance Guarantee shall be governed by the laws of England.


GUARANTOR: CARDIFF MARINE INC.
BY:
TITLE:
WITNESS:
 
 
64
 
 
EXHIBIT "6"     OPTIONAL ITEMS
 
No
Items
Amount
1.1
Dual Drilling (Aux Rig):
a)  Travelling block
b)  Retractable dolly
c)  Elevated backup tong
d)  Drawworks
e)  Drill line & Reel
f)  Deadline Anchor
g)  Top drive
h)  Mud standpipes manifold/Standpipes/Hoses
i)  Cement standpipe manifold/Standpipe/Hose
US$ 15,752,130
 
1.2
False rotary table in Aux well centre
US$ 865,740
2
Personnel elevator in the Derrick
US$ 987,120
3
Additional 3,000 ft of Riser
[designed for 10,000 ft of water depth operation]
US$ 15,000,000
4
Upgrade Drilling Equipment suitable for 12,000 ft of water depth operation:
Both parties agree that this Option shall be based on Hull No. 1837/1838 for Hull system and SAIPEM 12K for Topsides
US$ 37,400,000
5
In addition to Option 4, further upgrade main rig with 1,250 Ton Hoisting capacity:
US$ 9,400,000
6
Supply of additional 3,000 ft of riser [designed for 12,000 ft of water depth operation]:
US$ 19,500,000
7
Supply of additional 2,000 ft of riser over 10,000 ft
[designed for 12,000 ft of water depth operation]:
To be informed
 
1.    Details for the above optional items (1.1, 1.2, 2 & 3) are included in the Drillship Specification (Doc. No. SP07146. FS01 of September 14th 2007)

2.    Details for the above optional items (4 & 5) are included in the Drillship Drilling System Specification (Section 9.3 of Doc. No. SP07146.FS01 of January 16th 2008) attached herewith.

3.    In case of the Buyer's declaration of Option No. 4 & 5, all tests or trials shall be performed and notified as per the Specifications.

 
65
 
 
EXHIBIT "7" FORM OF DEMAND

To: [Insert name and address of Refund Guarantor]

Attention: [•]


Dear Sirs

ADVANCE PAYMENT REFUND GUARANTEE

REFUND GUARANTEE no.

We refer to your Advance Payment Refund Guarantee number [•] dated [•] (the "Refund Guarantee").

Terms defined in the Refund Guarantee shall have the same meanings when used herein.

The BUILDER has failed to fulfill the terms and conditions of the Contract in the following respects:

[……………………………….]

As a result of such failure, an amount of USD[•] (United States Dollars [•]), together with interest thereon at a rate of [………..] [………..] per annum calculated from [date] until the date of payment by you, is due from you to us.

Please make payment of the above amount to us without any deduction or withholding and promptly upon receipt by you of this written demand to the following account:

[Insert account details]

Yours faithfully
For and on behalf of [Insert name of BUYER]

 
   
Name:
  
Designation: Authorized Signatory
 
 
66
 EX-10.6 9 d928741_ex10-6.htm d928741_ex10-6.htm

Exhibit 10.6
 
 
 
 
 
as Owner
 
 
DEUTSCHE BANK AG, LONDON BRANCH
 
as Bookrunner and Joint Mandated Lead Arranger
 
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
 
as Joint Mandated Lead Arranger
 
 
VARIOUS FINANCIAL INSTITUTIONS
as Lenders
 
DEUTSCHE BANK AG, LONDON BRANCH
 
and
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
as Swap Banks
 
DEUTSCHE BANK LUXEMBOURG S.A.
as Facility Agent
 
and
 
DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT
as Security Trustee

 
 
 
 ALLEN & OVERY
 
Allen & Overy LLP
 
15437-06552 BK:9430134.1
 
 

 
 
 
 

 
CONTENTS
 
 
Clause
 
  
Page 
1.
Interpretation
1
2.
Facilities
29
3.
Conditions Precedent
30
4.
Utilisation
31
5.
Repayment
35
6.
Prepayment and Cancellation
35
7.
Interest
40
8.
Terms
41
9.
Market Disruption
42
10.
Taxes
43
11.
Increased Costs
45
12.
Accounts
46
13.
Payments
52
14.
Representations and Warranties
54
15.
Information Covenants
61
16.
General Covenants
66
17.
Insurances
80
18.
Default
85
19.
Security
90
20.
The Administrative Parties
91
21.
Evidence and Calculations
96
22.
Fees
96
23.
Indemnities and Break Costs
97
24.
Expenses
100
25.
Waiver of Consequential Damages
101
26.
Amendments and Waivers
101
27.
Changes to the Parties
103
28.
Disclosure of Information
105
29.
Set-Off
106
30.
Pro Rata Sharing
106
31.
Severability
107
32.
Counterparts
107
33.
Notices
107
34.
Language
109
35.
Governing Law
109
36.
Enforcement
109

 
 
 


Schedule                                           60;                                                    Page
 
1.
Original Lenders 
111
2.
Conditions Precedent 
112
 
Part 1
Incidental Costs Loan 
112
 
Part 2
Instalment Loan 1 
115
 
Part 3
Instalment Loan 2 
116
 
Part 4
Instalment Loan 3 
117
 
Part 5
Delivery Loan 
118
 
Part 6
Incidental Vessel Costs Loan 
121
3.
Form of Request 
122
4.
Form of Transfer Certificate 
124
5.
Loan Repayment Schedule 
126
6.
Calculation Certificate 
127
7.
Incidental Vessel Costs 
128
8.
Calculation of the Mandatory Cost 
129
 
Appendix
 
1.
Form of Delivery General Assignment 
131
2.
Form of Mortgage 
132
3.
Form of Charter Assignment 
133
4.
Form of Swap Agreement Assignment 
134
5.
Form of DPP 
135
6.
Form of General Assignment 
136
7.
Form of Share Charge 
137
8.
Form of Accounts Charge Agreement 
138
9.
Form of Equity Account Charge 
139
10.
Form of Management Agreement Assignment 
140
11.
Form of Floating Charge 
141
12.
Approved Budget 
142
 
Signatories 143 
   
   
 

 
 
 


 
THIS AGREEMENT is dated 18 July 2008
 
BETWEEN:
 
(1)
DRILLSHIP SKOPELOS OWNERS INC. a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower (the Owner);
 
(2)
DEUTSCHE BANK AG, LONDON BRANCH as bookrunner and joint mandated lead arranger and bookrunner (in this capacity the Bookrunner and Joint Mandated Lead Arranger);
 
(3)
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH as joint mandated lead arranger (in this capacity the Joint Mandated Lead Arranger);
 
(4)
THE FINANCIAL INSTITUTIONS listed in  Schedule 1 (Original Lenders) as original lenders (the Original Lenders);
 
(5)
DEUTSCHE BANK AG, LONDON BRANCH as swap bank (in this capacity a Swap Bank);
 
(6)
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH as swap bank (in this capacity a Swap Bank);
 
(7)
DEUTSCHE BANK LUXEMBOURG S.A. as facility agent (in this capacity the Facility Agent); and
 
(8)
DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT as security trustee (in this capacity the Security Trustee).
 
IT IS AGREED as follows:
 
INTERPRETATION
 
1.1
Definitions
 
In this Agreement:
 
Account Bank means Deutsche Bank AG (acting through its London branch) or any other bank or financial institution which replaces the Account Bank in accordance with clause 13 of the DPP.
 
Account Bank Mandate means, in relation to any Account (other than the Equity Account), the resolutions, instructions and signature authorities relating to such Accounts as will be agreed by the Account Bank, the Owner and the Security Trustee on or prior to the Utilisation Date for the Incidental Costs Loan.
 
Accounts means together the Debt Service Reserve Account, the Proceeds Account, the Debt Service Account, the CAPEX Account, the Equity Account and the Operating Expenses Account.
 
Accounts Charge Agreement means the charge document in the form attached at Appendix 8 (Form of Accounts Charge Agreement) entered into or to be entered into on or prior to the Utilisation Date for the Incidental Costs Loan by the Owner in favour of the Security Trustee in respect of the Accounts (other than the Equity Account).
 
Act means the Law of Property Act 1925.

 
1
 

 
Administrative Party means the Facility Agent or the Security Trustee.
 
Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.
 
Agreement means this credit facility agreement, including any schedules or appendices hereto, as amended from time to time.
 
Annual Budget means a budget itemising:
 
 
(a)
during the Pre-Completion Period, the Contract Price, the Incidental Costs, any other costs approved by the Lenders and any other costs and expenses incurred or to be incurred in relation to the construction of the Vessel and containing sufficient information and details to enable the Equity Collateral to be calculated; and
 
 
(b)
during the Post-Completion Period:
 
 
(i)
the anticipated Earnings;
 
 
(ii)
the anticipated Operating Expenses; and
 
 
(iii)
the anticipated CAPEX Expenses,
 
in each case of the Owner for a financial year of the Owner agreed by the board of directors of the Owner (based on the good faith estimates of the officers of the Owner and the Manager) and approved by the Facility Agent in accordance with Clause 15.3 (Annual Budget and reports).
 
Applicable Law means any or all applicable law (whether civil, criminal or administrative), common law, statute, statutory instrument, treaty, convention, regulation, directive, by-law, demand, decree, ordinance, injunction, resolution, order, judgment, rule, permit, licence or restriction (in each case having the force of law) and codes of practice or conduct, circulars and guidance notes generally accepted and applied by the global off-shore oil-rig industry, in each case of any government, quasi-government, supranational, federal, state or local government, statutory or regulatory body, court, agency or association relating to all laws, rules, directives and regulations, national or international, public or private in any applicable jurisdiction from time to time.
 
Applicable Margin means, in respect of the KEXIM Loans or, as the case may be, the Commercial Loans:
 
 
(a)
during the Pre-Completion Period, the Pre-Completion Margin; or
 
 
(b)
during the Post-Completion Period, the Post-Completion Margin,
 
as the case may be.
 
Approved Brokers means R.S. Platou Offshore, ODS Petrodata, H. Clarksons & Co Ltd. and Fearnley Offshore AS, or such other brokers as may be approved by the Facility Agent and the Owner in writing.
 
Approved Budget means an Annual Budget approved by the Facility Agent in accordance with Clause 15.3 (Annual Budget and reports), the first such Annual Budget (covering the Pre-Completion Period) being attached as Appendix 12.

 
2
 

 
Approved Incidental Vessel Costs means the costs of any of the types set out in Schedule 7 up to the amounts for such costs specified in the budget for the project of constructing the Vessel approved by the Facility Agent.
 
Availability Period means:
 
 
(a)
for the Incidental Costs Loan, the Incidental Costs Loan Availability Period;
 
 
(b)
for the Instalment Loan 1, the Instalment Loan 1 Availability Period;
 
 
(c)
for the Instalment Loan 2, the Instalment Loan 2 Availability Period;
 
 
(d)
for the Instalment Loan 3, the Instalment Loan 3 Availability Period;
 
 
(e)
for the Delivery Loan, the period from and including the Delivery Date to and including the earlier of:
 
 
(i)
the Final Completion Date; and
 
 
(ii)
the Longstop Date;
 
 
(f)
for the Undrawn Amount Loan, the period from and including the date falling ten (10) Business Days after the Final Completion Date to and including the date falling thirty (30) Business Days after the Final Completion Date; and
 
 
(g)
for an Incidental Vessel Costs Loan, the period from and including the date of this Agreement to and including the Final Completion Date.
 
Balancing Equity Contribution means the amount (if positive) at that time equal to:
 
 
(a)
the aggregate of all costs payable or reasonably expected to be payable by the Owner to the Builder under the Shipbuilding Contract; less
 
 
(b)
the aggregate of the Expected Contract Price and any Balancing Equity Contributions already paid by the Owner into the Proceeds Account in accordance with Clause 12.2 (Proceeds Account).
 
Basel Accord means the accord on minimum capital requirements for internationally active banks promulgated in 1988 by the Basel Committee on Banking Supervision as amended prior to the date of this Agreement.
 
Basel II means the revision to the Basel Accord as contemplated by the revised framework entitled “International Convergence of Capital Measurement and Capital Standards: a Revised Framework” published by the Basel Committee on Banking Supervision on 26 June 2004, as such revision may be implemented in the United Kingdom, the EEA and the EU (including, for the avoidance of doubt, by way of changes to the EU Capital Adequacy Directive).
 
Break Costs has the meaning given to such term in Clause 23.4(b) (Break Costs) or, in respect of any Swap Bank, Clause 23.4(d) (Break Costs).
 
Builder means Samsung Heavy Industries Co., Ltd., a corporation incorporated in the Republic of Korea with registered address at 34th Floor, Samsung Life Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857.

 
3
 

 
Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London, Luxembourg, Athens, Seoul, Oslo and New York.
 
Calculation Certificate means the calculation certificate referred to in Clause 15.11 (Calculation Certificate) in the form set out in Schedule 6 (Calculation Certificate).
 
Calculation Period means:
 
 
(a)
the period from (and including) the Final Completion Date of the Vessel to (and excluding) the first Repayment Date; and
 
 
(b)
each subsequent period from (and including) a Repayment Date to (and excluding) the next Repayment Date or, as the case may be, the Final Maturity Date.
 
CAPEX Account means the bank account opened in the name of the Owner with the Account Bank and designated “Skopelos CAPEX Account”.
 
CAPEX Expenses means capital expenses incurred by the Owner in respect of the continued maintenance and operation of the Vessel, including modifications required to be made to the Vessel by the Classification Society or as required by Applicable Law.
 
Charter Assignment means the security agreement in the form attached at Appendix 3 (Form of Charter Assignment) dated on or about the date of a Drilling Charter from the Owner to the Security Trustee in respect of:
 
 
(a)
its rights under that Drilling Charter; and
 
 
(b)
its rights under any applicable Charterer Parent Guarantee.
 
Charter Termination Event means:
 
 
(a)
any material breach by the Charterer of the terms of a Drilling Charter or, as applicable, by the Charterer Parent of the terms of a Charter Parent Guarantee which material breach is not cured by the date which falls 20 days after the date on which the Facility Agent gives written notice to the Owner of the breach and such breach is not remedied, or otherwise compensated for, in each case, to the satisfaction of the Majority Lenders within such period or if the matter has been referred to arbitration within that 20 day period, upon the earlier of a settlement being reached in respect of such arbitration and 15 days after the receipt of the final arbitration award; or
 
 
(b)
the termination of a Drilling Charter by the Owner or the Charterer.
 
Charterer means any approved charterer of the Vessel under and in accordance with Clause 16.22 (Charters) or any replacement of such charterer in accordance with Clause 16.22(c) (Charters).
 
Charterer Direct Agreement means a direct agreement dated on or about the date of a Drilling Charter and to be entered into between the Charterer, the Owner and the Security Trustee, in each case in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).
 
Charterer Parent means any person who as contemplated by Clause 16.22 (Charters) provides a guarantee to the Owner in respect of a Charterer’s obligations under a Drilling Charter.

 
4
 

 
Charterer Parent Guarantee means a guarantee, if any, from the Charterer Parent in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) in favour of the Owner in respect of the Charterer’s obligations under a Drilling Charter.
 
Classification Society means American Bureau of Shipping or such other classification society approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders).
 
Commercial Lenders means the lenders detailed in Schedule 1 as Commercial Lenders together with any New Lenders in respect of a Commercial Loan.
 
Commercial Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the Commercial Lenders.
 
Commitment means:
 
 
(a)
for an Original Lender, the amount set opposite its name in Schedule 1 (Original Lenders) under the heading “Commitments” and the amount of any other Commitment it acquires; and
 
 
(b)
for any other Lender, the amount of any other Commitment it acquires,
 
to the extent not cancelled, transferred or reduced under this Agreement.
 
Construction Insurances means the construction insurances to be procured by the Builder under the terms of Article XVII of the Shipbuilding Contract.
 
Contract Price means the lower of:
 
 
(a)
the Expected Contract Price; and
 
 
(b)
the total amount actually paid to the Builder by or on behalf of the Owner under the Shipbuilding Contract, as adjusted in accordance with the provisions of the Shipbuilding Contract.
 
Date of Total Loss means, in respect of the Vessel, the date of Total Loss of the Vessel which date shall be deemed to have occurred:
 
 
(a)
in the case of an actual total loss, on the actual date and at the time the Vessel was lost or, if such date is not known, on the date on which the Vessel was last reported;
 
 
(b)
in the case of a constructive total loss, upon the date and at the time notice of abandonment is given to the Insurers for the time being (provided a claim for total loss is admitted by such Insurers) or, if such Insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the Insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;
 
 
(c)
in the case of a compromised, agreed or arranged total loss, on the date upon which a binding agreement as to such compromised, agreed or arranged total loss has been entered into by the Insurers;
 
 
(d)
in the case of requisition for title or other compulsory acquisition, on the date upon which the relevant requisition for title or other compulsory acquisition occurs; or

 
5
 

 
 
(e)
in the case of capture, seizure, arrest, detention, or confiscation of the Vessel by any government or by persons acting or purporting to act on behalf of any government, government authority or any other person or entity which deprives the Owner of the Vessel or, as the case may be, the Charterer of the use of the Vessel for more than 60 days, upon the expiry of the period of 60 days after the date upon which the relevant capture, seizure, arrest, detention or confiscation occurred.
 
Debt Service Account means the bank account opened in the name of the Owner with the Account Bank and designated “Skopelos Debt Service Account”.
 
Debt Service means, in relation to any Calculation Period, an amount equal to the aggregate of:
 
 
(a)
Financing Costs accruing; and
 
 
(b)
Financing Principal payable (other than as a result of a prepayment obligation),
 
in that period less any amounts accruing for payment to the Owner in that period under a Swap Agreement.
 
Debt Service Cover Ratio means, on any Repayment Date, the ratio of Net Cash Flow to Debt Service for the Calculation Period ending on that Repayment Date.
 
Debt Service Reserve Account means the bank account in the name of the Owner with the Account Bank and designated “Skopelos Debt Service Reserve Account”.
 
Deed of Covenants means the deed of covenants to be entered into between the Owner and the Security Trustee collateral to the Mortgage.
 
Default means:
 
 
(a)
an Event of Default; or
 
 
(b)
an event or circumstance which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) an Event of Default.
 
Delivery Date means the date of actual delivery of the Vessel to the Owner under the terms of the Shipbuilding Contract.
 
Delivery General Assignment means the assignment of the Requisition Compensation and the Obligatory Insurances together with all benefits under the contracts, policies and entries under the Obligatory Insurances and all claims in respect of them in substantially the form of Appendix 1 (Form of Delivery General Assignment) together with any and all notices and acknowledgements entered into in connection therewith.
 
Delivery Loan means the Loan to be advanced under this Agreement on the Final Completion Date in relation to the final Instalment.
 
Deposit Bank means initially Deutsche Bank AG, London Branch or, as the case may be, any other bank or financial institution substituting or replacing it pursuant to Clause 12.11 of this Agreement or, as the case may be, clause 3.3 of the DPP.

 
6
 

 
Distribution means the payment by the Owner by way of any payment, repayment, redemption or dividend, capital reduction, distribution or the like to any of its shareholders.
 
Dollars or US$ means the lawful currency for the time being of the United States of America.
 
DPP means the deed of proceeds and priorities in the form attached at Appendix 5 (Form of DPP) to be entered into on or prior to the Incidental Costs Loan Utilisation Date between (inter alios) the Facility Agent, the Security Trustee, the Owner, the Sponsor and the Swap Banks.
 
Drilling Charter has the meaning given to it in Clause 16.22(a).
 
Drilling Charter Cut-off Date means the earlier of 31 January 2010 and the Instalment Loan 2 Utilisation Date as defined in the Sister Loan Agreement.
 
Earnings means all present and future moneys and claims which are earned by or become payable to or for the account of the Owner in connection with the operation or ownership of the Vessel and including but not limited to:
 
 
(a)
freights, passage and hire moneys (howsoever earned), including, for the avoidance of doubt, charterhire and charterhire performance bonuses payable under any Drilling Charter;
 
 
(b)
Liquidated Damages Payments;
 
 
(c)
remuneration for salvage and towage services;
 
 
(d)
demurrage and detention moneys;
 
 
(e)
all moneys and claims in respect of the requisition for hire of the Vessel;
 
 
(f)
payments received in respect of off-hire insurance; and
 
 
(g)
damages for breach or payments for termination of a Drilling Charter or any other contract for the employment of the Vessel.
 
Earnings Deposit Date shall have the meaning given to that term in Clause 12.3 (Transfers to the Operating Expenses Account).
 
Eksportfinans means Eksportfinans ASA located at Postboks 1601 Vika, 0119, Oslo, Norway.
 
Eksportfinans CIRR means 3.93 per cent. per annum.
 
Eksportfinans Lenders means the lenders described in Schedule 1 as Eksportfinans Lenders together with any New Lenders in respect of an Eksportfinans Loan.
 
Eksportfinans Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the Eksportfinans Lenders.
 
Environment means:
 
 
(a)
any land including, without limitation, surface land and sub-surface strata, sea bed or river bed under any water (as referred to below) and any natural or man-made structures;

 
7
 

 
 
(b)
water including, without limitation, coastal and inland waters, surface waters, ground waters and water in drains and sewers;
 
 
(c)
air including, without limitation, air within buildings and other natural or man-made structures above or below ground; and
 
 
(d)
flora, fauna and ecological systems.
 
Environmental Affiliate means the Owner, the Sponsor and the Manager together with their respective officers, directors and employees and, during the Post-Completion Period, all of those persons for whom the Owner, the Sponsor or the Manager is responsible under any Applicable Law in respect of any activities undertaken in relation to the Vessel.
 
Environmental Approvals means any permit, licence, approval, consent, certificate, registration, ruling, variance, exemption or other authorisation required under applicable Environmental Laws.
 
Environmental Claim means any claim by any person or persons or any governmental, judicial or regulatory authority which arises out of any breach, contravention or violation of (or liability under) Environmental Law, the existence of any liability arising from such breach, contravention or violation, or the presence of or Release of any Hazardous Material.  In this context, claim means: a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action by any governmental, judicial or regulatory authority; and any form of enforcement or regulatory action, but shall exclude a frivolous or vexatious claim which is being contested in good faith and with due diligence and which is discharged or struck out within 14 days.
 
Environmental Laws means any or all Applicable Law relating to or concerning:
 
 
(a)
pollution or contamination of the Environment, including any remediation of any pollution or contamination on the restoration or repair of any damage to the Environment;
 
 
(b)
the protection of the Environment and human health or safety or any living organisms which inhabit the Environment or any ecological system;
 
 
(c)
the generation, manufacture, processing, distribution, use (including abuse), treatment, storage, deposit, disposal, transport or handling of Hazardous Materials;
 
 
(d)
the Release or other form of transmission into the Environment of noise, vibration, dust, fumes, gas, odours, smoke, steam, effluvia, heat, light, radiation (of any kind), infection, electricity or any Hazardous Material and any matter or thing capable of constituting a nuisance or an actionable tort or breach of statutory duty of any kind in respect of such matters; and
 
 
(e)
the provision and maintenance of bonds, guarantees or other forms of financial assurance required by any Governmental Entity in connection with activities that could have an adverse effect on the Environment.
 
Equity Account means the bank account opened in the name of the Owner with the Equity Account Bank and designated “Skopelos Equity Account” for the purposes of the holding of the Equity Collateral.

 
8
 

 
Equity Account Bank means EFG Eurobank Ergasias S.A. or any other bank or financial institution approved by the Facility Agent (acting on the instructions of the Majority Lenders).
 
Equity Account Charge means the charge document in the form attached at Appendix 9 (Form of Equity Account Charge) entered into or to be entered into on or prior to the Incidental Costs Loan Utilisation Date by the Owner in favour of the Security Trustee in respect of the Equity Account.
 
Equity Collateral means the cash security paid or to be paid by the Owner, or, as the case may be, the Sponsor pursuant to Clause 12.2(a)(iii).
 
Equity Contribution means in respect of each Utilisation Date the amount required to be paid in respect of Vessel Costs not funded by the Loan to be made on such date.
 
Event of Default means an event or circumstance specified as such in Clause 18 (Default) of this Agreement.
 
Excess Risks means:
 
 
(a)
the proportion of claims for general average, salvage and salvage charges which are not recoverable as a result of the value at which the Vessel is assessed for the purpose of such claims exceeding her hull and machinery insured value; and
 
 
(b)
collision liabilities not recoverable in full under the hull and machinery insurance by reason of those liabilities exceeding such proportion of the insured value of the Vessel as is covered by the hull and machinery insurance.
 
Expected Contract Price means US$691,462,966 being the expected amount as at the date of this Agreement payable by the Owner to the Builder under and in accordance with the terms of the Shipbuilding Contract.
 
Facility means the term loan facility made available under this Agreement.
 
Facility Office means, in respect of a Lender, the office through which that Lender will perform its obligations under this Agreement from time to time subject to Clause 27.5 (Costs resulting from change of Lender or Facility Office).
 
Fee Letter means any letter entered into by reference to this Agreement between one or more Administrative Parties, the Account Bank and/or the Mandated Lead Arranger and/or any Lender and the Owner (or Affiliate of the Owner or the Sponsor) setting out the amount of certain fees relating to the Facility.
 
Final Completion Date means the later of:
 
 
(a)
the date of actual delivery of the Vessel by the Owner to the Charterer under the Drilling Charter and unconditional acceptance by the Charterer under the terms thereof; and
 
 
(b)
the date of confirmation to the Facility Agent from the Technical Adviser that the Vessel’s design and performance fulfils the technical specifications required under the Shipbuilding Contract and the Drilling Charter.
 
Final Maturity Date means 31 December, 2020.
 

 
9
 
 
 
Finance Document means:
 
(a)        this Agreement;
 
 
(b)
each Security Document;
 
 
(c)
the DPP;
 
 
(d)
the GIEK Security Trustee Letter;
 
 
(e)
each Swap Agreement;
 
 
(f)
each Fee Letter;
 
 
(g)
each Transfer Certificate;
 
 
(h)
the Account Bank Mandate; and
 
 
(i)
any other document designated as such by the Facility Agent and the Owner.
 
Finance Party means a Lender, a Swap Bank or an Administrative Party.
 
Financial Indebtedness means any indebtedness for or in respect of:
 
 
(a)
moneys borrowed;
 
 
(b)
any amount raised by acceptance under any acceptance credit agreement (including any dematerialised equivalent);
 
 
(c)
any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or other similar instrument;
 
 
(d)
any redeemable preference share;
 
 
(e)
the amount of any liability in respect of a lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;
 
 
(f)
receivables sold or discounted (otherwise than on a non-recourse basis);
 
 
(g)
the acquisition cost of any asset or service to the extent payable after its acquisition or possession by the party liable where the advance or deferred payment is arranged primarily as a method of raising finance or of financing the acquisition of that asset or service;
 
 
(h)
any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark to market value of the derivative transaction will be used to calculate its amount);
 
 
(i)
any amount raised under any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing other than trade credits incurred in the ordinary course of business with credit terms of no longer than 90 days;
 
 
(j)
any counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution; or

 
10
 

 
 
(k)
the amount of any liability in respect of any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in the above paragraphs.
 
Financing Costs means any of the following payable by the Owner:
 
 
(a)
interest, fees and any other costs or expenses payable under the Finance Documents;
 
 
(b)
any Swap Costs; and
 
 
(c)
any Tax in respect of any of the above.
 
Financing Principal means the amount of principal payable by the Owner in respect of the Loans from time to time.
 
Five Year Drilling Charter means a Drilling Charter entered into in respect of the Vessel for a minimum term (excluding any optional extensions) of five (5) years from the Final Completion Date.
 
Fixed Rate means the fixed rate of interest payable by the Owner to a Swap Bank under and in accordance with the term, of a Swap Agreement.
 
Floating Charge means the charge document in the form attached at  Appendix 11 (Form of Floating Charge) entered into or to be entered into on or prior to the Utilisation Date for the Incidental Costs Loan by the Owner in favour of the Security Trustee over all and any assets of the Owner.
 
Force Majeure Event means an event of force majeure as defined in or contemplated by Article III of the Shipbuilding Contract or any event of force majeure as defined or contemplated by the Drilling Charter.
 
General Assignment means the assignment of the Shipbuilding Contract, the Construction Insurances, the Earnings and the Refund Guarantee, in the form attached at Appendix 6 (Form of General Assignment) and entered into or to be entered into on or prior to the Incidental Costs Loan Utilisation Date, granted by the Owner in favour of the Security Trustee together with any and all notices and acknowledgements entered into in connection therewith.
 
GIEK means Garanti Instituttet for Eksportkreditt of Dronning Mauds, gate 15, P.O. Box 1763 Vika 0122, Oslo, Norway.
 
GIEK Conditions means “GIEK’s Export Guarantees – General Conditions – Lenders Guarantee” and the conditions set out in the GIEK Guarantee.
 
GIEK Guarantee means the buyer’s credit guarantee, including the GIEK Conditions, to be issued by GIEK in favour of the Eksportfinans Lenders covering the Eksportfinans Loans.
 
GIEK Security Trustee Letter means the letter in the form attached at schedule 4 to the DPP.
 
Government Entity means, in respect of any country:
 
 
(a)
any natural government, political subdivision thereof, or local jurisdiction therein; and
 
 
(b)
any instrumentality, board, commission, court or agency thereof, however constituted.

 
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Gross Revenue means, for any Calculation Period, the aggregate Earnings received in such period in respect of the Vessel.
 
Hazardous Material means any element or substance, whether natural or artificial, and whether consisting of gas, liquid, solid or vapour, whether on its own or in any combination with any other element or substance or radiation, which is listed, identified, defined or determined by any Environmental Law or other Applicable Law as hazardous, harmful, a contamination or waste and/or capable of being or becoming harmful to mankind or any living organism or damaging to the Environment, including, without limitation, oil (as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and the Oil Pollution Act of 1990, as amended).
 
Hedged Portion means, from time to time, the principal amount of any outstanding Loans the interest on which has been hedged by the Owner with a Swap Bank under and in accordance with the terms of any Swap Agreement.
 
Holding Company means, in relation to a company or corporation, any company or corporation of which it is a Subsidiary.
 
IFRS means the International Financial Reporting Standards issued by the board of the International Accounting Standard Committee from time to time.
 
Incidental Costs means the Incidental Vessel Costs and the Incidental Loan Costs.
 
Incidental Costs Loan means the Loan, if any, to be advanced under the terms of this Agreement during the Incidental Costs Loan Availability Period in relation to payment of Incidental Loan Costs (other than interest and Commitment fees) and Incidental Vessel Costs in the maximum principal amount specified in Clause 4.2(b).
 
Incidental Costs Loan Availability Period means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date and (ii) the Longstop Date.
 
Incidental Loan Costs means:
 
 
(a)
each of the fees referred to in Clause 22 (Fees) and payable under the terms of the Fee Letters during the Pre-Completion Period;
 
 
(b)
any and all costs and expenses which are payable by the Owner to the Secured Parties pursuant to Clause 24.1 (Initial costs) within a period of three (3) months from the date of this Agreement; and
 
 
(c)
interest in the Pre-Completion Period calculated and payable in accordance with Clause 7.1(a).
 
Incidental Vessel Costs means, during the Pre-Completion Period:
 
 
(a)
reasonable and properly incurred costs paid by the Owner in connection with the Vessel in excess of the Contract Price, in respect of those items detailed in Schedule 7 (Incidental Vessel Costs), for which supporting invoices or receipts have been provided to the Security Trustee;
 
 
(b)
the Initial Debt Service Reserve Contribution; and

 
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(c)
any interest accrued and payable to the Eksportfinans Lenders in respect of the Eksportfinans Loans drawn under this Facility.
 
Incidental Vessel Costs Loan means any Loan to be advanced under the terms of this Agreement in relation to Incidental Vessel Costs.
 
Increased Cost means:
 
 
(a)
an additional or increased cost;
 
 
(b)
a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital; or
 
 
(c)
a reduction of an amount due and payable under any Finance Document,
 
which is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to that Finance Party having entered into any Finance Document or funding or performing its obligations under any Finance Document.
 
Initial Debt Service Reserve Contribution means the payment to be made by the Owner or the Sponsor to the Debt Service Reserve Account in accordance with Clause 12.8 (Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan) of this Agreement.
 
Initial Equity Contribution means US$99,150,000 to be contributed by the Sponsor to the Owner by way of equity and to be paid to the Builder under the terms of the Shipbuilding Contract on or prior to the Incidental Costs Loan Utilisation Date in satisfaction of the Instalments referred to in Article II paragraphs 4(a)(i) to 4(a)(iii) inclusive of the Shipbuilding Contract.
 
Instalment means an amount due and payable by the Owner under the terms of the Shipbuilding Contract.
 
Instalment Loan has the meaning given to it in Clause 4.1(c).
 
Instalment Loan 1 means the first Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 1 Availability Period in relation to the Instalment referred to in Article II paragraph 4(b) of the Shipbuilding Contract.
 
Instalment Loan 2 means the second Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 2 Availability Period in relation to the Instalment referred to in Article II paragraph 4(c) of the Shipbuilding Contract.
 
Instalment Loan 3 means the third Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 3 Availability Period in relation to the Instalment referred to in Article II paragraph 4(d) of the Shipbuilding Contract.
 
Instalment Loan 1 Availability Period means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date and (ii) the Longstop Date.
 
Instalment Loan 2 Availability Period means the period from but excluding the Utilisation Date of the Instalment Loan 1 to and including the earlier of (i) the Delivery Date and (ii) the Longstop Date.

 
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Instalment Loan 3 Availability Period means the period from but excluding the Utilisation Date of the immediately preceding Loan (if any) to and including the earlier of (i) the Delivery Date and (ii) the Longstop Date.
 
Insurers means the underwriters or insurance companies with whom any Obligatory Insurances are effected and the managers of any protection and indemnity or war risks association in which the Vessel may at any time be entered.
 
Insurance Market Value means the fair market value of the Vessel, being the average of valuations of the Vessel obtained from the Approved Brokers with or without physical inspection of the Vessel (as the Security Trustee may reasonably require) on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller, on an “as is, where is” basis, free of any existing charter or other contract of employment and or pool arrangement.
 
ISM Code means the International Safety Management Code (including the guidelines on its implementation) adopted by the International Maritime Organization Assembly as Resolutions A.741(18) and A.788(19), as the same may have been or may be amended or supplemented from time to time.  The terms “safety management system”, “Safety Management Certificate”, “Document of Compliance” and “major non-conformity” shall have the same meanings as are given to them in the ISM Code.
 
ISPS Code means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been or may be amended or supplemented from time to time.
 
KEXIM means the Export Import Bank of Korea.
 
KEXIM Guarantee means the guarantee agreement to be issued by KEXIM in favour of the KEXIM Lenders (other than KEXIM) covering the KEXIM Loan (other than that portion advanced by KEXIM itself).
 
KEXIM Lenders means the lenders detailed in Schedule 1 as KEXIM Lenders together with any New Lenders in respect of a KEXIM Loan.
 
KEXIM Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the KEXIM Lenders.
 
Korea means the Republic of Korea.
 
Lender means:
 
 
(a)
an Original Lender; or
 
 
 
(b)
any person which becomes a Party in accordance with Clause 27.2 (Assignments and transfers by Lenders),
 
and Lenders means all of them.
 
Leverage Ratio means, as at any date of determination, the ratio of the latest Market Value of the Vessel (plus the value attributed to any additional security provided pursuant to Clause 16.33 (Leverage Ratio) as determined by the Facility Agent from time to time) to the aggregate principal amount outstanding under the Facility.

 
14
 

 
 
LIBOR means for a Term of any Loan or overdue amount:
 
 
(a)
the applicable Screen Rate; or
 
 
(b)
if no Screen Rate is available for the relevant currency or for any Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Security Trustee at its request, quoted by the Reference Banks to leading banks in the London interbank market,
 
as of 11.00 a.m. on the second London Business Day before the start of the Term for the offering of deposits in Dollars for a period comparable to that Term.
 
Liquidated Damages Payment means the amount of any liquidated damages payable to the Owner by the Builder pursuant to Article III of the Shipbuilding Contract.
 
Loan means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount outstanding of that borrowing.
 
London Business Day means a day (other than a Saturday or a Sunday) on which banks are open for business in London.
 
Longstop Date has the meaning given to that term in Clause 6.2(d) (Mandatory prepayment).
 
Losses means each and every liability, loss, charge, claim, demand, action, proceeding, damage, judgment, order or other sanction, enforcement, penalty, fine, fee, commission, interest, lien, salvage, general average, cost and expense of whatsoever nature suffered or incurred by or imposed on any of the Finance Parties.
 
LTC Ratio means the ratio of all of the Loans to the aggregate of all of the Loans and the Sponsor Equity, as in the formula:
 
 
 Σ Loans
    
 
Σ Loans + Sponsor Equity
    
     
 
Maiden Voyage Costs means any costs of the Vessel incurred in respect of its maiden voyage from the place of delivery under the Shipbuilding Contract to the first location provided for in a Drilling Charter, including costs associated with positioning the Vessel for delivery under such Drilling Charter.
 
Majority Lenders means Lenders:
 
 
(a)
whose share in the outstanding Loans and whose undrawn Commitments then aggregate not less than 80% of the aggregate of all the outstanding Loans and the undrawn Commitments of all the Lenders and who include at least (but without limitation) one (1) Commercial Lender whose share in the outstanding Loans and whose undrawn Commitments in connection with the Loans then aggregate more than 1 % of the aggregate of all the outstanding Loans and the undrawn Commitments of the Lenders; or

 
15
 

 
 
(b)
if there is no Loan then outstanding, whose undrawn Commitments then aggregate not less than 80% of the Total Commitments and who include at least (but without limitation) one (1) Commercial Lender whose undrawn Commitments in connection with the Loans then aggregate more than 1% of the aggregate of all the undrawn Commitments of the Lenders; or
 
 
(c)
if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated not less than 80% of the Total Commitments immediately before the reduction and who include at least (but without limitation) one (1) Commercial Lender whose undrawn Commitments in connection with the Loans aggregated more than 1% of the aggregate of all the outstanding Loans and the undrawn Commitments of the Lenders,
 
PROVIDED that for such purpose, and subject always to the further provisos below (i) each Lender which has a separate participation in the Commercial Loans and/or the Kexim Loans and/or the Eksportfinans Loans may vote its separate participation in each of such class of Loans as if it were a separate Lender and (ii) each Lender may split its vote in relation to each such separate participation in such proportions, as it, in its absolute discretion,  determines, as if each such proportion were held by a separate Lender AND PROVIDED FURTHER THAT the voting rights of the KEXIM Lenders shall be exercised by KEXIM as if all such voting rights belonged to KEXIM.
 
Management Agreement means the management agreement in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) to be entered into between the Manager and the Owner prior to the Utilisation Date for the Instalment Loan 1 for the monitoring, organisation and supervision by the Manager in relation to the project during the Pre-Completion Period and for the operation and servicing of the Vessel during the Post-Completion Period.
 
Management Agreement Assignment means the assignment of the Management Agreement in the form attached at Appendix A (Form of Management Agreement Assignment) and to be entered into on or prior to the Utilisation Date for the Instalment Loan 1, granted by the Owner in favour of the Security Trustee together with any and all notices and acknowledgments entered into in connection therewith.
 
Manager means Ocean Rig ASA (whether acting alone or through Cardiff Marine Inc. as provider of certain administrative services) or such other person in each case approved by the Charterer from time to time and the Facility Agent (acting on the instructions of the Majority Lenders).
 
Mandatory Cost means the percentage rate per annum calculated by the Facility Agent under Schedule 8 (Calculation of the Mandatory Cost).
 
Mandatory Prepayment Event means any of the events referred to in Clause 6 (Prepayment and Cancellation) as a result of which the Owner is obliged to prepay any one or more of the Loans or any Lender’s participation in the Loans.
 
Market Value means at any time the aggregate of:
 
 
(a)
the net present value of the expected Net Cash Flow to be derived from each existing Drilling Charter as calculated by the Facility Agent in its sole discretion on the basis of a discount rate of 6 per cent. per annum and information then available to it and on the basis that:

 
16
 
 
  (i)
during the first year of each Drilling Charter the Operating Expenses shall be US$150,000 per day and utilization rate of 95 per cent. for the Vessel; and
 
 
(ii)
thereafter the Operating Expenses and the utilization rate of the Vessel shall be the Operating Expenses actually incurred and utilization rate actually achieved during the previous twelve month period of the relevant Drilling Charter; and
 
 
(b)
the forecasted fair market value of the Vessel derived from a valuation of the Vessel obtained from one Approved Broker with or without physical inspection of the Vessel (as the Security Trustee may reasonably require) on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller, on an “as is, where is” basis, as at the latest expiry date of the then existing Drilling Charters.
 
Material Adverse Effect means a material adverse effect on:
 
 
(a)
the ability of the Owner or the Sponsor to perform its obligations under the Transaction Documents;
 
 
(b)
the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to any Finance Document; or
 
 
(c)
any right or remedy of a Finance Party in respect of a Finance Document.
 
Maximum Eksportfinans Loan Amount means the lesser of (a) 44.4 per cent. of the Total Commitments and (b) US$250,000,000.
 
Maximum Facility Amount means the lower of (i) US$562,500,000 and (ii) an amount equal to 70% of the Vessel Cost.
 
Maximum Commercial Loan Amount means the lesser of (a) 20.0 per cent. of the Total Commitments and (b) US$112,500,000.
 
Maximum KEXIM Loan Amount means the lesser of (a) 35.6 per cent. of the Total Commitments and (b) US$200,000,000.
 
Moody’s means Moody’s Investor Services Inc. and any successor thereto.
 
Mortgage means the first preferred Maltese ship mortgage (and the Deed of Covenants collateral thereto) to be given by the Owner in favour of the Security Trustee on or prior to the Delivery Loan in the form attached at Appendix 2 (Form of Mortgage).
 
Net Cash Flow means, for any Calculation Period:
 
 
(a)
Gross Revenues received; minus
 
 
(b)
Operating Expenses and CAPEX Expenses payable.
 
Obligatory Insurances means all contracts and policies of insurance (other than the Contractor Insurances) and all entries in clubs and/or associations which are from time to time required to be effected and maintained in accordance with Clause 17.1 (Scope of Obligatory Insurances) in respect of the Vessel.

 
17
 

 
OECD means the Organisation for Economic Co-operation and Development.
 
Operating Expenses Account means the bank account opened in the name of the Owner with the Account Bank and designated “Skopelos Operating Expenses Account”.
 
Operating Expenses means expenses incurred by the Owner in connection with the transportation, operation, employment, maintenance, repair, running and insurance of the Vessel, including maintaining the ownership and legal fees, rentals, wages or fees which the Owner may be required to pay pursuant to the Management Agreement, the cost of maintaining Obligatory Insurances and other insurances maintained for the Vessel and payment of Tax properly payable by the Owner.
 
Operational Software means, at any time, any software which is then being used in connection with the operation, navigation or maintenance of the Vessel.
 
Other Shipbuilding Contract means the turn key building contract between the Builder and the Other Owner dated 17th September, 2007 pursuant to which the Builder agreed to build and deliver the Other Vessel to the Other Owner.
 
Other Owner means Drillship Hydra Owners Inc.
 
Other Vessel means the drillship being constructed by the Builder for the Other Owner with Hull Number 1837.
 
Owner’s Shipbuilding Contract Guarantee means the performance guarantee entered or to be entered into in the form as set out in Exhibit 5 to the Shipbuilding Contract securing the obligations of the Owner to the Builder under the Shipbuilding Contract.
 
Parent means Skopelos Shareholders Inc., a corporation incorporated in the Marshall Islands and the sole shareholder of the Owner whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
 
Parent Shareholder means Drillships Investment Inc., a corporation incorporated in the Marshall Islands and the sole shareholder of the Parent  whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
 
Party means a party to this Agreement.
 
Permitted Liens means, in respect of any of the Security Assets:
 
 
(a)
Security Interests created by the Security Documents;
 
 
(b)
liens for unpaid crew’s wages including wages of the master and stevedores employed by the Vessel, outstanding in the ordinary course of business for not more than one month after the due date for payment;
 
 
(c)
any Security Interest constituted by or securing any netting or set-off arrangement entered into in the normal course of the Owner’s banking arrangements in respect of any bank accounts opened by it and which have not been secured in favour of the Finance Parties pursuant to the Security Documents;
 
 
(d)
liens for salvage;

 
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(e)
liens for classification or scheduled dry-docking or for necessary repairs to the Vessel whose aggregate cost does not exceed US$10,000,000 at any one time in respect of the Vessel;
 
 
(f)
liens for collision;
 
 
(g)
liens for master’s disbursements incurred in the ordinary course of business;
 
 
(h)
statutory and common law liens of carriers, warehousemen, mechanics, suppliers, materials men, repairers or other similar liens, including maritime liens, in each case arising in the ordinary course of business, due and outstanding for not more than one month whose aggregate value does not exceed US$10,000,000; and
 
 
(i)
any lien created or permitted to subsist with the prior written consent of the Security Trustee (acting on instructions of the Majority Lenders),
 
provided, in the case of paragraphs (b) to (h) inclusive, that the amounts which give rise to such liens are paid when due or within any of the time periods stated above or within any applicable grace period or, if not paid when due, are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute (less any applicable deductible) has been obtained by the Owner from underwriters or insurance companies that have been approved by the Facility Agent, (acting on the instructions of the Majority Lenders)), provided further that such proceedings, whether by payment of adequate security into Court or otherwise, do not give rise to a material risk of the Vessel or any interest therein being seized, sold, forfeited or otherwise lost or of criminal liability on any Finance Party.
 
Post-Completion Eksportfinans Interest Rate means the aggregate of the Eksportfinans CIRR and 1.61% per annum (being the post-completion GIEK-premium).
 
Post-Completion Margin means 1.75 % per annum.
 
Post-Completion Period means the period from and including the Final Completion Date until and including the Final Maturity Date.
 
Potential Mandatory Prepayment Event means any event which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) a Mandatory Prepayment Event.
 
Pre-Completion Eksportfinans Interest Rate means the aggregate of the Eksportfinans CIRR and 1.86% (being the pre-completion GIEK-premium).
 
Pre-Completion Margin means 2.00 % per annum.
 
Pre-Completion Period means the period from and including the date on which the Incidental Costs Loan is advanced under this Agreement to but excluding the Final Completion Date.
 
Pre-Delivery Period means the period from and including the date on which the Incidental Costs Loan is advanced under this Agreement to but excluding the Delivery Date.
 
Primary Transfers has the meaning given to that term in Clause 12.2(f) (Proceeds Account).
 
Proceeds Account means the bank account in the name of the Owner with the Account Bank and designated “Skopelos Proceeds Account”.

 
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Project Parties means each of:
 
 
(a)
the Owner and the Sponsor; and
 
 
(b)
from time to time, any of the Builder, the Manager, any Charterer Parent and/or Charterer (but only to the extent, in any such case, that the same has or may in the future have, outstanding liabilities owing to the Owner, the Sponsor or any Finance Party under any Finance Document or Related Contract to which it is a party).
 
Pro Rata Share means, in respect of a Lender:
 
 
(a)
for the purpose of determining a Lender’s share in a utilisation of a Facility, the proportion which its Commitment under that Facility bears to all the Commitments under that Facility; and
 
 
(b)
for any other purpose on a particular date:
 
 
(i)
the proportion which a Lender’s share of the Loans (if any) bears to all the Loans;
 
 
(ii)
if there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date; or
 
 
(iii)
if the Total Commitments have been cancelled otherwise, the proportion which its Commitments bore to the Total Commitments immediately before being cancelled.
 
Protocol of Delivery and Acceptance has the meaning given to such term in the Shipbuilding Contract.
 
Rate Fixing Day means the date falling two London Business Days before the start of a Term for a Loan or such other day as the Facility Agent determines is generally treated as the rate fixing day by market practice in the relevant interbank market.
 
Receiver means an administrative receiver, receiver and manager or receiver in each case appointed under a Security Document.
 
Reference Banks means the Facility Agent and any other bank or financial institution appointed as such for the purpose of this Agreement by the Facility Agent in consultation with the Owner in accordance with Clause 27.6 (Changes to the Reference Banks).
 
Refund Guarantee means the refund guarantee issued by the Refund Guarantor in favour of the Owner.
 
Refund Guarantor means Calyon.
 
Related Contracts means any or all of the following (as the context requires):
 
 
(a)
the Refund Guarantee;
 
 
(b)
the Shipbuilding Contract;
 
 
(c)
the Other Shipbuilding Contract;
 
 
(d)
the Obligatory Insurances;

 
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(e)
each Drilling Charter;
 
 
(f)
any Charterer Parent Guarantee;
 
 
(g)
the Management Agreement; and
 
 
(h)
the Sister Shipbuilding Contract.
 
Release means an emission, spill, release or discharge into the Environment, including any “release” falling within the definition ascribed to such term pursuant to the United States Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
 
Repayment Date means, subject to the provisions of Clause 5 (Repayment), each of the 18 dates which fall at semi-annual intervals as detailed in the Repayment Schedule, the first such date falling six months after the Final Completion Date and the final such date falling on the Final Maturity Date.
 
Repayment Instalment means each scheduled instalment which is payable in accordance with the Repayment Schedule.
 
Repayment Schedule means the schedule of repayment dates as detailed in 5 (Loan Repayment Schedule), to be replaced as required in accordance with Clause 5 (Repayment) and Clause 6.9(b) (Partial prepayment of Loans).

Repeating Representations means at any time the representations and warranties which are then made or deemed to be repeated under Clause 14.30 (Times for making representations).
 
Request means a request made by the Owner for a Loan, substantially in the form of Schedule 3 (Form of Request).
 
Required DSRA Balance means at any time the aggregate of:
 
 
 
(a)
(i)
until the date falling immediately prior to the first anniversary of the Utilisation Date in respect of the Delivery Loan, the amount available to be transferred from the Proceeds Account pursuant to Clause 12.8 (Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan) until such time as the balance thereof is the amount referred to in (ii) below; and
 
    (ii) thereafter, the aggregate amount required to pay the next scheduled principal and interest instalment under this Agreement on or before the next Repayment Date (with scheduled interest in respect of any Hedged Portion being deemed to be payable at the applicable Fixed Rate); and
 
 
(b)
the amount from time to time deposited pursuant to Clause 16.33(b)(ii) (Leverage Ratio).

Required Insurance Amount means, on an agreed value basis, the higher of (a) 125 % of the aggregate of the outstanding Loans and (b) the Insurance Market Value of the Vessel.
 
Requisition Compensation means all moneys or other compensation payable by reason of requisition for title to, or other compulsory acquisition of, the Vessel including requisition for hire.
 
Retention Period means each period commencing, in the case of the first such period, on (and including) the Final Completion Date and ending on (but excluding) the first Repayment Date, in the

 
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case of each other such period, on (and including) a Repayment Date and ending on (but excluding) the next Repayment Date or, in the case of the final such period, the Final Maturity Date.
 
Required Prepayment Percentage means the sum expressed as a percentage of the following formula (provided that if such sum is a negative figure, the sum shall be construed as zero):
 
(A x 0.6) - B  x 100
            C
 
where:
 
 
A
is the aggregate of B and C;
 
 
B
is the amount of all of the Loans (as defined in the Sister Loan Agreement) outstanding under the Sister Loan Agreement; and
 
 
C
is the amount of all of the Loans outstanding under this Agreement.
 
S&P means Standard & Poor’s Ratings Group and any successor thereto.
 
Scheduled Delivery Date means 30 September 2011.
 
Scheduled Instalment Amount means:
 
 
(a)
for the Instalment payable on the Instalment Loan 1 Utilisation Date, the lower of 15.45% of the Expected Contract Price and US$106,789,466;
 
 
(b)
for the Instalment payable on the Instalment Loan 2 Utilisation Date, the lower of 15.05% of the Expected Contract Price and US$104,040,750;
 
 
(c)
for the Instalment payable on the Instalment Loan 3 Utilisation Date, the lower of 15.05% of the Expected Contract Price and US$104,040,750;
 
 
(d)
for the Instalment payable on the Delivery Loan Utilisation Date, the lower of 40.125% of the Expected Contract Price and US$277,442,000.
 
Screen Rate means the British Bankers Association Interest Settlement Rate for the relevant currency and Term displayed on the BBA Page LIBOR 01. If the relevant page is replaced or the service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Owner and the Lenders.
 
Secured Liabilities means all present and future obligations and liabilities (actual or contingent) of the Owner, the Parent, the Parent Shareholder, the Sister Owner, the Sister Parent, or the Sponsor to the Secured Parties or any of them under or in connection with any Finance Document or any Sister Finance Document.
 
Secured Party means a Finance Party and any Sister Finance Party or GIEK.
 
Security Agreements means:
 
 
(a)
the Mortgage;
 
 
(b)
the General Assignment;

 
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(c)
the Share Charge;
 
 
(d)
the Sponsor Construction and Post-Delivery Guarantee;
 
 
(e)
the Swap Agreement Assignment;
 
 
(f)
the Delivery General Assignment;
 
 
(g)
the Accounts Charge Agreement;
 
 
(h)
the Equity Account Charge;
 
 
(i)
the Charter Assignment;
 
 
(j)
the Charterer Direct Agreement;
 
 
(k)
the Management Agreement Assignment;
 
 
(l)
the Floating Charge; and
 
 
(m)
any other document designated as such in writing by the Owner and the Facility Agent.
 
Security Assets means any asset which is the subject of a Security Interest created by a Security Document.
 
Security Document means:
 
 
(a)
each Security Agreement; and
 
 
(b)
any other document evidencing or creating security over any asset of the Owner to secure any obligation of the Owner to the Finance Parties or any of them under the Finance Documents.
 
Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect.
 
Security Period means the period beginning on the date of the relevant Security Document and ending on the date on which all the Secured Liabilities have been unconditionally and irrevocably paid, performed and discharged in full.
 
Share Charge means the charge in respect of the issued share capital of each of the Owner and the Parent in the form attached at Appendix 7 (Form of Share Charge) entered into or to be entered into on or prior to the Incidental Costs Loan Utilisation Date and granted by each of the Parent and the Parent Shareholder, respectively, in favour of the Security Trustee.
 
Shipbuilding Contract means the turn key building contract between the Builder and the Owner dated as of 24 January 2008 (as may further be amended or supplemented from time to time) pursuant to which the Builder agreed to build and deliver the Vessel to the Owner.
 
Sister Drilling Charter has the meaning given to the term “Drilling Charter” in the Sister Loan Agreement.

 
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Sister Event of Default has the meaning given to the term “Event of Default” in the Sister Loan Agreement.
 
Sister Finance Documents has the meaning given to the term “Finance Documents” in the Sister Loan Agreement.
 
Sister Finance Party has the meaning given to the term “Finance Party” in the Sister Loan Agreement.
 
Sister Five Year Drilling Charter has the meaning given to the term “Five Year Drilling Charter” in the Sister Loan Agreement.
 
Sister Loan Agreement means the credit facility agreement entered into on or about the date hereof between the Sister Owner, the Original Lenders as lenders, the Security Trustee as security trustee and the Facility Agent as facility agent in respect of the Sister Vessel.
 
Sister Owner means Drillship Kithira Owners Inc., a company incorporated in the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands.
 
Sister Parent has the meaning given to the term “Parent” in the Sister Loan Agreement.
 
Sister Refund Guarantee means the refund guarantee issued by the Refund Guarantor in favour of the Sister Owner.
 
Sister Security Trustee has the meaning given to the term “Security Trustee” in the Sister Loan Agreement.
 
Sister Shipbuilding Contract means the turn key building contract between the Builder and the Sister Owner dated as of 24 January 2008 pursuant to which the Builder agreed to build and deliver the Sister Vessel to the Sister Owner.
 
Sister Three Year Drilling Charter has the meaning given to the term “Three Year Drilling Charter” in the Sister Loan Agreement.
 
Sister Vessel means the drillship being constructed by the Builder with Hull Number 1865 pursuant to the Sister Shipbuilding Contract.
 
Software Licences means, at any time, all licences granted to the Owner in respect of the Operational Software.
 
Software Records means, at any time, records in respect of:
 
 
(a)
the Operational Software;
 
 
(b)
the identity of the then current suppliers of the Operational Software;
 
 
(c)
all upgrades carried out in respect of the Operational Software or changes to the Software Licences; and
 
 
(d)
all Software Licences.

 
24
 

 
 
Sponsor means Dryships Inc., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
 
Sponsor Equity means the aggregate of any Balancing Equity Contribution, the Initial Equity Contribution, the Equity Collateral and the Equity Contributions.
 
Sponsor Construction and Post-Delivery Guarantee means the guarantee and indemnity from the Sponsor dated on or about the date hereof in favour of, and in form and substance satisfactory to, the Security Trustee pursuant to which the Sponsor guarantees and indemnifies the Finance Parties in respect of the obligations of the Owner to pay:
 
 
(a)
the Initial Equity Contribution, each Equity Contribution (including any bonus payments to the Builder if the Vessel is delivered early), the Equity Collateral, amounts to be paid into the Debt Service Reserve Account and each Balancing Equity Contribution at the relevant time; and
 
 
(b)
during the Post-Completion Period, up to U.S.$225,000,000.
 
Subsidiary means:
 
 
(a)
a subsidiary within the meaning of section 736 of the Companies Act 1985; and
 
 
(b)
unless the context otherwise requires, a subsidiary undertaking within the meaning of section 258 of the Companies Act 1985.
 
Swap Agreement means any ISDA Master Agreement, schedule (including any credit support annexed thereto) and confirmation entered into between a Swap Bank and the Owner or any other hedging arrangement entered into between a Swap Bank and the Owner prior to the Utilisation Date for the Incidental Costs Loan in connection with at least 75 per cent. of the interest expected to be payable under this Agreement in respect of the KEXIM Loans and the Commercial Loans, as estimated by the Swap Banks.
 
Swap Agreement Assignment means the assignment of any Swap Agreement, in the form attached at Appendix 4 (Form of Swap Agreement Assignment) entered or to be entered into on or before the Utilisation Date for the Incidental Costs Loan.
 
Swap Bank means Deutsche Bank AG acting through its London branch (or any Affiliate thereof), and Dexia Credit Local, New York Branch, and from time to time, any person party to the DPP in its capacity as a swap bank.
 
Swap Costs means any amount payable by the Owner under a Swap Agreement except for any Swap Termination Payment.
 
Swap Limit means US$40,000,000.
 
Swap Termination Payment means any sums payable or owing by the Owner to a Swap Bank under or in connection with an Event of Default (as that term is defined in the relevant Swap Agreement) or Termination Event (as that term is defined in the relevant Swap Agreement) or the occurrence of an Early Termination Date (as that term is defined in the relevant Swap Agreement) pursuant to a Swap Agreement whether or not matured and whether or not liquidated.

 
25
 

 
Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
 
Tax Deduction means a deduction or withholding for or on account of Tax made from a payment under a Finance Document.
 
Tax Payment means a payment made by the Owner to a Lender in any way relating to a Tax Deduction or under any indemnity given by the Owner in respect of Tax under any Finance Document.
 
Technical Adviser means Det Norske Veritas or any replacement marine surveyor, valuer or other technical adviser appointed by the Facility Agent on behalf of the Lenders, in consultation with the Owner, to review project progress on the Shipbuilding Contracts and Drilling Charter and to report to the Lenders thereon.
 
Technical Proposal means the technical due diligence proposal dated 30 June 2008 and issued by the Technical Adviser.
 
Technical Records means all technical data, manuals, logbooks and other records (whether kept or to be kept in compliance with any Applicable Law or any requirement of any Government Entity or the Drilling Charter) relating to the Vessel.
 
Term means each period determined under Clause 8 (Terms) by reference to which interest payable on a Loan is calculated.
 
Three Year Drilling Charter means a Drilling Charter entered into for a minimum term (excluding any optional extensions) of three (3) years, but less than five (5) years, from the Final Completion Date.
 
Total Commitments means the aggregate of the Commitments of all the Lenders.
 
Total Loss means, in relation to the Vessel:
 
 
(a)
actual, constructive, compromised, agreed or arranged total loss of the Vessel;
 
 
(b)
requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire; and
 
 
(c)
capture, seizure, arrest, detention or confiscation of the Vessel by any Government Entity or by persons acting or purporting to act on behalf of any government or any other person or entity which deprives the Owner of the Vessel or, as the case may be, the Charterer of the use of the Vessel for more than 60 days after that occurrence.
 
Transaction Authorisation means any authorisation, permit, licence, consent or approval required by any person or customary for any person to hold in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Transaction Documents, excluding authorisations agreed not to be delivered under the Transaction Documents.
 
Transaction Documents means the Finance Documents and Related Contracts.

 
26
 

 
Transfer Certificate means a certificate, substantially in the form of Schedule 4 (Form of Transfer Certificate), with such amendments as the Security Trustee and the Owner may approve or reasonably require or any other form agreed between the Security Trustee and the Owner.
 
Undrawn Amount means an amount, determined as at the Final Completion Date, equal to the Maximum Facility Amount less the aggregate of the Loans outstanding as at the Final Completion Date following the advance of the Delivery Loan.
 
Undrawn Amount Loan means any Loan to be advanced under the terms of this Agreement in relation to the Undrawn Amount.
 
Utilisation Date means each date on which a Facility or any part thereof is utilised.
 
Vessel means the drillship being constructed in accordance with the Shipbuilding Contract with Hull Number 1866, including all the topside, equipment, buyer’s supplies, parts, material and items constructed, manufactured or assembled under the Shipbuilding Contract incorporated in or attached to it.
 
Vessel Cost means the total of (a) the Contract Price, (b) the Incidental Costs, and (c) any other costs agreed by all of the Lenders.
 
Workscope means the workscope of the Technical Adviser as set out in the Technical Proposal.
 
1.2
Construction
 
 
(a)
In this Agreement, unless the contrary intention appears, a reference to:
 
 
(i)
an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;
 
 
(ii)
assets includes present and future properties, revenues and rights of every description;
 
 
(iii)
an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;
 
 
(iv)
disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;
 
 
(v)
indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;
 
 
(vi)
a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality and shall include its successors, permitted assignees and permitted transferees;
 
 
(vii)
a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

 
27
 

 
 
(viii)
know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any Applicable Law to identify a person who is (or is to become) its customer;
 
 
(ix)
a currency is a reference to the lawful currency for the time being of the relevant country;
 
 
(x)
a Default being outstanding or continuing means that it has not been cured, remedied or waived;
 
 
(xi)
a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;
 
 
(xii)
a Clause, a Subclause, an Appendix or a Schedule is a reference to a clause, subclause, appendix of, or a schedule to, this Agreement;
 
 
(xiii)
a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
 
 
(xiv)
a Finance Document, Sister Finance Document, other document or security includes (without prejudice to any prohibition on amendments) any amendment to that Finance Document, Sister Finance Document or other document or security, including any change in the purpose of, any extension of or any increase in the amount of a facility or any additional facility;
 
 
(xv)
a time of day is a reference to London time; and
 
 
(xvi)
words importing the plural shall include the singular and vice versa.
 
 
(b)
Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:
 
 
(i)
if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not);
 
 
(ii)
if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and
 
 
(iii)
notwithstanding subparagraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.
 
 
(c)
Unless expressly provided to the contrary in a Finance Document, a person (other than any Secured Party or Affiliate of such Secured Party) who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any term of any Finance Document, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of that Finance Document.
 
 
(d)
Unless the contrary intention appears or unless the context otherwise permits:

 
28
 
 
  (i) a reference to a Party will not include that Party if it has ceased to be a party under this Agreement;
 
 
(ii)
a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and
 
 
(iii)
any obligation of the Owner under the Finance Documents which is not a payment obligation remains in force in accordance with its terms for so long as any payment obligation of the Owner is or may be outstanding under the Finance Documents.
 
 
(e)
If, following the occurrence of an Event of Default which is continuing, any Finance Party acting reasonably considers that an amount paid to it under a Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of that Finance Document.
 
 
(f)
The headings in this Agreement do not affect its interpretation.
 
 
(g)
Where the Owner requests any amendment, waiver or grace period in respect of any provision of the Transaction Documents which would conflict with any provision of the GIEK Guarantee or require consent from GIEK under the GIEK Guarantee, the Eksportfinans Lenders may request the Facility Agent to ask GIEK for a response to such request and the Facility Agent shall not be obliged to respond to the Owner until it receives a response from GIEK.
 
 
(h)
Where the Owner requests any amendment, waiver or grace period in respect of any provision of the Transaction Documents which would conflict with any provision of the KEXIM Guarantee or require consent from KEXIM, the KEXIM Lenders may request the Facility Agent to ask KEXIM for a response to such request and the Facility Agent shall not be obliged to respond to the Owner until it receives a response from KEXIM.
 
2.
FACILITIES
 
2.1
Loan Facility
 
 
(a)
Subject to the terms of this Agreement, the Lenders make available to the Owner a term loan facility in a maximum aggregate amount equal to the Maximum Facility Amount.
 
 
(b)
The Facility shall be capable of being drawn up to the Maximum Facility Amount on the dates described in Clause 4.2(a) (Completion of Requests).
 
2.2
Purpose
 
Each Loan may be used only in or towards:
 
 
(a)
financing the cost of construction of the Vessel pursuant to the Shipbuilding Contract;
 
 
(b)
financing such other items and costs as are included in the Vessel Cost; and
 
 
(c)
payment of amounts as described in Clause 4.1(e) (Giving of Requests).

 
29
 

 
2.3
No obligation to monitor
 
 
No Finance Party is obliged to monitor or verify the utilisation of any Loan.
 
2.4
Nature of a Finance Party’s rights and obligations
 
 
(a)
Unless otherwise agreed in writing by all the Finance Parties:
 
 
(i)
the obligations of a Finance Party under the Finance Documents are several;
 
 
(ii)
failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;
 
 
(iii)
no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;
 
 
(iv)
the rights of a Finance Party under the Finance Documents are separate and independent rights;
 
 
(v)
a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights; and
 
 
(vi)
a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.
 
 
(b)
If at any time a Finance Party fails to pay when due its share of any Loan amount when required to do so, the Mandated Lead Arranger agrees that it shall consult with the Owner for a reasonable period of time and act in good faith to assist the Owner in resolving the matter, but at all times without any liability on the part of the Mandated Lead Arranger.
 
 
(c)
Each Swap Bank is a Party to this Agreement only in order to take the benefit of the rights given to the Finance Parties by this Agreement.
 
3.
CONDITIONS PRECEDENT
 
3.1
Conditions precedent documents
 
 
(a)
A Request in respect of any Loan may not be given until the Facility Agent has notified the Owner and the Lenders that it has received all of the documents and evidence set out in Schedule 2 (Conditions Precedent) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent (acting on the instructions of all of the Lenders) or that it expects to receive outstanding documents or evidence on or before the Utilisation Date of such Loan or, in the case of evidence on the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after the date of service of the relevant Request to the Facility Agent (provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant Utilisation Date (or, in the case of evidence of the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which falls one (1) Business Day after the date the Request is served), such outstanding documents or evidence have been received by the Facility Agent in form and substance satisfactory to the Facility Agent (acting on the instructions of all of

 
30
 

 
 
the Lenders)).  The Facility Agent must give this notification to the Owner and the Lenders promptly upon being so satisfied.
 
 
(b)
 That part of the Delivery Loan which relates to all or part of the Instalment payable on the Delivery Date shall, if the Delivery Date has not at such time occurred, be deposited by the Facility Agent into the account of [the Refund Guarantor]1 (the Escrow Account) with its correspondent bank in New York three Business Days prior to the proposed Delivery Date, subject to the following irrevocable instructions (addressed to [the Refund Guarantor] with a copy to the correspondent bank):
 
“We have today credited to the account of [“Calyon”] (account number [●] with [●] ([here inset international recognition codes]) the amount of [insert here the amount of final Loan to be used in respect of the Delivery Date Instalment] United States Dollars (US$[●]) (the Deposit).  This payment is made in connection with the delivery instalment which will become payable by Drillship Skopelos Owners Inc. (the Buyer) to Samsung Heavy Industries Co., Ltd. (the Builder) under the terms of the shipbuilding contract dated 24th January 2008 relating to Hull no. 1865 (the Ship).  You are irrevocably instructed to order the release of the Deposit to either (a) the Builder upon your receipt of both (i) a copy of the Protocol of Delivery and Acceptance relating to the Ship signed by the Builder and the Buyer and (ii) a written confirmation from the Facility Agent that the Deposit may be released to the Builder or (b) us (for credit to account number [●] to [●] ([here insert international recognition codes]) upon your receipt of written instructions from both us and the Buyer to do so.  If, by noon (Korean time) on the date which falls [5] days after the proposed Delivery Date, you have not ordered the release of the Deposit to the Builder in accordance with (a) above or to us in accordance with (b) above you shall (unless otherwise instructed by us) immediately instruct the return of the Deposit to us (for credit to the account referred to above) on and for value on the date which falls [5] days after the proposed Delivery Date.”]
 
 
(c)
If the Delivery Date has not occurred at the time the Request for the Delivery Loan is served, the Owner undertakes with the Finance Parties not to sign a Protocol of Delivery and Acceptance in respect of the Vessel unless the Facility Agent has confirmed that the conditions precedent referred to the Clause 3.1(a) in respect of the Delivery Loan above have been or will, simultaneously with such signing, be satisfied.
 
3.2
Further conditions precedent
 
The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan:
 
 
(a)
the Repeating Representations are correct in all material respects;
 
 
(b)
no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan;
 
 
(c)
the Facility Agent has received an officer’s certificate from the Owner confirming that:
 
 
(i)
save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement;

 
1
Samsung to confirm – see Article II paragraph 5(c) of the Shipbuilding Contract.

 
31
 

 
 
(ii)
no Related Contracts have been rescinded or terminated by any party to them;
 
 
(iii)
no action has been taken by (a) the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and
 
 
(iv)
none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and
 
 
(d)
the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Date.
 
3.3
Waiver of conditions precedent
 
The conditions precedent in this Clause 3 are solely for the benefit of the Lenders, and may be waived on their behalf in whole or in part and with or without conditions by the Facility Agent (acting on the instructions of all of the Lenders).
 
4.
UTILISATION
 
4.1
Giving of Requests
 
 
(a)
The Owner may borrow a Loan by giving to the Facility Agent a duly completed Request.
 
 
(b)
Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. three Business Days prior to the date of the proposed borrowing and, in respect of the Delivery Loan, ten Business Days prior to the date of the proposed borrowing.  The Owner undertakes that any advance notices regarding expected payment dates of Instalments shall be promptly delivered to the Facility Agent at the same time as such notices are received by the Owner, Manager or Sponsor, as the case may be, from the Builder. The Facility Agent shall provide copies of such advance notices promptly to KEXIM upon receipt of the same from the Owner and to the other Lenders upon request.
 
 
(c)
The Owner may, subject to Clauses 4.1(d) and 4.1(e), submit up to only four Requests, one in respect of each of the Instalment Loan 1, the Instalment Loan 2, the Instalment Loan 3, and the Delivery Loan (each an Instalment Loan).
 
 
 
(d)
Notwithstanding Clause 4.1(c), the Owner may submit one Request for the Incidental Costs Loan and Requests for Incidental Vessel Costs Loans in accordance with the provisions of Clause 4.2 (Completion of Requests).
 
 
(e)
Notwithstanding Clause 4.1(c), if on the Final Completion Date there is an Undrawn Amount, the Owner may, if the Facility Agent (acting on the instructions of all the Lenders who shall have full discretion in connection with such instructions) so agrees, and on such terms and subject to such conditions as the Facility Agent may, acting on such instructions,

 
32
 

 
 
require, submit a Request for an amount not exceeding the Undrawn Amount to be used to reimburse the Owner for amounts of Vessel Costs paid by it and not already financed hereunder or such other purposes as the Lenders may agree.
 
 
(f)
Each Request is irrevocable.
 
4.2
Completion of Requests
 
A Request will not be regarded as having been duly completed unless:
 
 
(a)
the Utilisation Date is a Business Day falling within the relevant Availability Period for that Loan and:
 
 
(i)
for an Instalment Loan (other than the Delivery Loan), is the date on which the corresponding Instalment is payable under the terms of the Shipbuilding Contract;
 
 
(ii)
for the Delivery Loan, is the Final Completion Date; or
 
 
(iii)
for an Incidental Vessel Costs Loan:
 
 
(A)
for the first Incidental Vessel Costs Loan, is a date on or after the date of this Agreement; and
 
 
(B)
for any other Incidental Vessel Costs Loan, is a date falling at least three (3) months after the previous Incidental Vessel Costs Loan Utilisation Date;
 
 
(b)
the requested Incidental Costs Loan is in an amount not exceeding the aggregate amount of:
 
 
(i)
the Incidental Loan Costs incurred in the period up to and including the Utilisation Date of the Incidental Costs Loan;
 
 
(ii)
the aggregate amount of the Approved Incidental Vessel Costs payable in the period up to and including the Utilisation Date of the Incidental Costs Loan and supported by invoices or receipts; and
 
 
(iii)
the aggregate estimated amount of Approved Incidental Vessel Costs which will become payable in the period up to and including the Utilisation Date of the Instalment Loan 1, supported by evidence satisfactory to the Facility Agent (acting in its sole discretion);
 
 
(c)
the requested Loan (other than the requested Incidental Costs Loan) is in an amount not exceeding:
 
 
(i)
if a Drilling Charter and a Sister Drilling Charter has been entered into ten (10) Business Days prior to the relevant Utilisation Date and:
 
 
(A)
the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is a Sister Five Year Drilling Charter; or
 
 
(B)
the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is a Sister Three Year Drilling Charter; or

 
33
 

 
 
(C)
the Drilling Charter is a Three Year Drilling Charter and the Sister Drilling Charter is a Sister Five Year Drilling Charter,
 
a percentage of the Scheduled Instalment Amount or, as applicable the Approved Incidental Vessel Costs (in each case determined by the Facility Agent) to be derived from an iterative process in a manner that the expected LTC Ratio at the Utilisation Date following the advance of the Loan equals zero point seven (0.7); or
 
 
(ii)
if the conditions in Clause 4.2(c)(i) have not been met, a percentage of the Scheduled Instalment Amount or, as applicable the Approved Incidental Vessel Costs (in each case determined by the Facility Agent) to be derived from an iterative process in a manner that the expected LTC Ratio at the Utilisation Date following the advance of the Loan equals zero point four (0.4),
 
together with the Incidental Loan Costs to be capitalised or, as the case may be, reimbursed on that Utilisation Date in accordance with Clause 4.4; and
 
 
(d)
the amount requested for any Loan when aggregated with:
 
 
(i)
existing Loans advanced by the Lenders;
 
 
(ii)
the amounts to be drawn down under any other Request issued for drawdown on the proposed Utilisation Date; and
 
 
(e)
the amount capitalised pursuant to Clause 4.4 (Capitalisation of Incidental Loan Costs),
 
does not exceed the Maximum Facility Amount; and
 
 
(f)
subject to Clause 4.3, the amount of the Loan requested is apportioned pro rata to the Eksportfinans Loan, the KEXIM Loan and the Commercial Loan by reference to the proportion of the Total Commitments borne by the Commitments of the Eksportfinans Lenders, the KEXIM Lenders and Commercial Lenders respectively at the relevant time.
 
Only one Loan may be requested in a Request.
 
4.3
Advance of Loan
 
 
(a)
The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan (as calculated by the Facility Agent in accordance with this Clause 4.3).
 
 
(b)
No Eksportfinans Lender is obliged to participate in the Incidental Costs Loan or any Incidental Vessel Costs Loan.
 
 
(c)
The amount of each Lender’s share of each requested Instalment Loan will be its Pro Rata Share on the proposed Utilisation Date but adjusted so that the total amount lent by the Eksportfinans Lenders in respect of such Loan is equal to the aggregate which would have been, and would be, lent by the Eksportfinans Lenders, if:
 
 
(i)
they had participated to the extent of their Pro Rata Share in the Incidental Costs Loan and each Incidental Vessel Costs Loan drawn on or prior to the Utilisation Date of the relevant Instalment Loan; and

 
34
 

 
 
(ii)
they were to participate to the extent of their Pro Rata Share in the relevant Instalment Loan,
 
and taking into account the amount actually lent by the Eksportfinans Lenders in respect of any Instalment Loans for already drawn.
 
 
(d)
The Facility Agent shall calculate the amount to be lent by each of the Lenders in connection with each Instalment Loan and shall notify each of the Lenders of such amount as soon as practicable after receipt by the Facility Agent of the Request relating to that Instalment Loan.
 
 
(e)
No Lender is obliged to participate in a Loan if, as a result:
 
 
(i)
its share in the Loans under the Facility would exceed its Commitment;
 
 
(ii)
the Loans would exceed the Total Commitments;
 
 
(iii)
in respect of the Eksportfinans Lenders, the aggregate of the Eksportfinans Loans would exceed the Maximum Eksportfinans Loan Amount;
 
 
(iv)
in respect of the KEXIM Lenders, the aggregate of the KEXIM Loans would exceed the Maximum KEXIM Loan Amount; or
 
 
(v)
in respect of the Commercial Lenders, the aggregate of the Commercial Loans would exceed the Maximum Commercial Loan Amount;
 
 
(f)
If the conditions set out in this Agreement have been met, each Lender must ensure that its share in the requested Loan will be available to the Facility Agent for the Owner through its Facility Office by 10.00 a.m. on the relevant Utilisation Date.
 
4.4
Capitalisation of Incidental Loan Costs
 
 
(a)
During the Pre-Completion Period the Commitment fee payable in accordance with Clause 22.1 (Commitment fee), and interest calculated and payable in accordance with Clause 7.1(a) (other than any such Commitment fees or interest included in the Incidental Costs Loan or interest payable to the Eksportfinans Lenders under this Agreement) shall accrue and shall, on the last day of each Term during the Pre-Completion Period, be capitalised and added to the principal amount of the Loans outstanding.
 
 
(b)
The amount of any Incidental Loan Costs to be capitalised may not in any circumstances exceed, when aggregated with the Loans already made and amounts of Incidental Loan Costs already capitalised under the relevant Loan, the Maximum Facility Amount or cause the applicable LTC Ratio set out in Clause 4.2(c)(i) or 4.2(c)(ii) to be breached. Any Incidental Loan Costs due and payable which cannot be capitalised in accordance with this Clause 4.4 must be paid by the Owner on the due date.
 
5.
REPAYMENT
 
 
(a)
The Owner must repay the Loans to the Facility Agent on each Repayment Date in accordance with the Repayment Schedule.
 
 
(b)
The Facility Agent shall notify the Owner and the Lenders of any change in the amount or the timing of any Repayment Instalment as soon as practicable prior to or, as the case may

 
35
 

 
 
be, after the Final Completion Date.  In the event of any such notification, the Facility Agent shall replace the Repayment Schedule attached at Schedule 5 (Loan Repayment Schedule) with a new Repayment Schedule reflecting the correct Repayment Instalments and the correct Repayment Dates and promptly provide a copy thereof to the Owner and the Lenders.
 
 
(c)
The Loans shall be repaid in full on the Final Maturity Date.
 
 
(d)
Any amounts repaid under this Clause 5 may not be re-borrowed.
 
6.
PREPAYMENT AND CANCELLATION
 
6.1
Mandatory prepayment – illegality
 
 
(a)
If it becomes, or to the knowledge of any Lender is to become, unlawful or otherwise prohibited (whether temporarily or permanently) in any jurisdiction for a Lender to perform any of its obligations as contemplated by a Finance Document or to fund or maintain its share in one or more of the Loans, or to exercise any of its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the Owner (any such event being a Lender Event).
 
 
(b)
After notification under paragraph (a) above (and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d) below):
 
 
(i)
the Owner must repay or prepay the share of that Lender in the relevant Loan or Loans on the date specified in paragraph (c) below; and
 
 
(ii)
the Commitments of that Lender will be immediately cancelled.
 
 
(c)
The date for prepayment of a Lender’s share in a Loan will be:
 
 
(i)
the last day of the current Term of that Loan; or
 
 
(ii)
if earlier, the date specified by that Lender in the notice delivered to the Owner under paragraph (a) above (being no earlier than the last day of any applicable grace period permitted by Applicable Law).
 
 
(d)
If, prior to the occurrence of a Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter into discussions in good faith for a period of twenty (20) days (or such shorter period, if any, as may be available prior to the Lender Event taking effect) (the Lender Consultation Period) with a view to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and binding obligations, in form and substance satisfactory to that Lender and the Owner, are put in place.  If that Lender and the Owner cannot agree and complete such arrangements prior to the end of the Lender Consultation Period, the Owner shall be obliged to immediately prepay the share of that Lender in the Loan on the date specified in paragraph (c) above.
 
6.2
Mandatory prepayment – Total Loss, sale and Related Contracts
 
The Owner shall be obliged to prepay the whole of the Loans then outstanding (and each Lender’s Commitments shall be immediately cancelled) in the following circumstances and at the following times:

 
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(a)        if there is a Total Loss (whether before or after the Delivery Date), on the earlier of:
 
 
(i)
the date falling 90 days after the Date of Total Loss; and
 
 
(ii)
the date of receipt by the Owner or the Security Trustee of the proceeds of insurance relating to such Total Loss;
 
 
(b)
if the Owner fails to deliver the Vessel to the Charterer in accordance with the terms of a Drilling Charter (other than in circumstances where there is a Charter Termination Event), on the date of such failure;
 
 
(c)
if either the Builder or the Owner is in breach of any of its material obligations under the Shipbuilding Contract, or either the Manager or the Owner is in breach of any of its material obligations under any other Related Contract, on the date falling 20 days after the date on which the Facility Agent gives written notice to the Owner that the Majority Lenders have so determined and such breach is not remedied or otherwise compensated for, in each case, to the satisfaction of the Majority Lenders within such period, or if the matter has been referred to arbitration within that 20-day period, upon the earlier of a settlement being reached in respect of such arbitration and 5 days after the receipt of the final arbitration award;
 
 
(d)
if the Vessel has not been delivered by the Builder and accepted unconditionally by the Charterer under the relevant Drilling Charter by the date falling 210 days after the Scheduled Delivery Date (the Longstop Date), on the Business Day immediately succeeding the Longstop Date;
 
 
(e)
if a material part of the assets of the Charterer or, if applicable, the Charterer Parent are seized, expropriated, or compulsorily acquired, nationalised, confiscated or requisitioned by any Government Entity or by persons purporting to act on behalf of any Government Entity, subject, however, to the provisions of Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement);
 
 
(f)
if a Charter Termination Event occurs, on the date of the occurrence of such Charter Termination Event, subject, however, to the provisions of Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement);
 
 
(g)
if the Vessel is sold, on or before the date on which the sale is completed;
 
 
(h)
if the Shipbuilding Contract is terminated in circumstances where the Refund Guarantee is payable upon the earlier of:
 
 
(i)
the date of receipt of the moneys under the Refund Guarantee; and
 
 
(ii)
20 days after the date of termination or if the matter has been referred to arbitration within that 20-day period, upon the earlier of a settlement being reached in respect of such arbitration and 5 days after the receipt of the final arbitration award;
 
 
(i)
if the Shipbuilding Contract is terminated in circumstances other than those referred to in paragraph (c), on the date of its termination;
 
 
(j)
if either:
 
 
(A)
the Owner ceases to be a Subsidiary of the Sponsor; or

 
37
 

 
 
(B)
the Sponsor ceases to have direct or indirect control of the Owner or to own directly or indirectly more than 50% of the voting capital or similar right of ownership of the Owner (and control for this purpose means the power to direct the management and the policies of the Owner whether through the ownership of voting capital, by contract or otherwise),
 
in either case without the prior written consent of the Facility Agent (acting on the instructions of all the Lenders). The Facility Agent agrees that it will consult with the Owner in good faith (taking into account, inter alia, the security and credit position of the Finance Parties) should the Owner or the Sponsor approach the Facility Agent with a proposal to effect an initial public offering of the Owner (but without an obligation on the part of any of the Finance Parties to consent to any such proposed initial public offering); or
 
 
(k)
if either:
 
 
(i)
on the Drilling Charter Cut-off Date neither a Five Year Drilling Charter nor a Sister Five Year Drilling Charter has been entered into;
 
 
(ii)
on the Drilling Charter Cut-off Date, either:
 
 
(A)
a Five Year Drilling Charter has been entered into but no Sister Drilling Charter for a minimum term (excluding any optional extensions) of 3 years from the Final Completion Date has been entered into; or
 
 
(B)
a Sister Five Year Drilling Charter has been entered into, but no Drilling Charter for a minimum term (excluding any optional extensions) of 3 years from the Final Completion Date has been entered into.
 
6.3
Mandatory prepayment amount – Sister Vessel
 
The Owner shall be obliged to prepay the Required Prepayment Percentage of each of the Loans then outstanding (and each Lender’s Commitment shall be immediately pro rata cancelled) in the following circumstances and at the following times:
 
 
(a)
if the Sister Vessel is sold, on or before the date on which the sale is completed; or
 
 
(b)
if the Sponsor ceases, for whatever reason, to own or retain the legal and beneficial interest in at least 50% of the shares of the Sister Owner.
 
6.4
Mandatory Prepayment – Invalidity of Finance Documents or Related Contracts
 
 
(a)
Without prejudice to the provisions of Clause 6.1 (Mandatory prepayment - illegality), if the Facility Agent or the Owner become aware that any of the following (an Invalidity Event) has occurred or is likely to occur:
 
 
(i)
any Finance Document or Related Contract or any material provision of any such document ceasing to be valid in any way which, in the case of a Finance Document, is material and, in the case of a Related Contract, in any way which has a Material Adverse Effect or is alleged by the Owner to be ineffective in accordance with its terms for any reason;

 
38
 

 
 
(ii)
any Security Document creating a Security Interest in favour of the Security Trustee (on trust for the Finance Parties) ceasing to provide a perfected first priority security interest in favour of the Security Trustee (on trust for the Finance Parties) (subject to any Permitted Liens having priority in law); or
 
 
(iii)
the Owner repudiates a Finance Document,
 
then the Facility Agent or the Owner, as the case may be, shall as soon as practicable after becoming aware thereof give each other notice of the same (an Invalidity Notice) and, subject to paragraph (b) below, following receipt of an Invalidity Notice the Owner shall immediately prepay the outstanding Loans together with accrued interest and all other amounts accrued under the Finance Documents, and the Commitments of the Lenders shall be immediately cancelled.
 
 
(b)
If, prior to the occurrence of an Invalidity Event, the Facility Agent or the Owner receives an Invalidity Notice, the Facility Agent (acting on the instructions of the Majority Lenders) and the Owner shall enter into discussions in good faith for a period of 20 days or such shorter period, if any, as may be available prior to the Invalidity Event taking effect (the Consultation Period) with a view to agreeing how the effects of the Invalidity Event can be avoided so that alternative legal, valid and binding obligations, in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) are provided in replacement of the affected Finance Document or Related Contract.  In conducting such discussions and reaching a conclusion, the Lenders shall act in good faith but otherwise in their absolute discretion.  If the Facility Agent (acting on the instructions of the Majority Lenders) and the Owner cannot agree on and complete such arrangements prior to the earlier of the end of the Consultation Period and the date upon which the relevant Invalidity Event becomes effective, the Owner shall be obliged to immediately prepay all outstanding Loans together with accrued interest and all other amounts accrued under the Finance Documents, and the Commitments of the Lenders shall be immediately cancelled.
 
6.5
Voluntary prepayment
 
 
(a)
The Owner may, at any time after the Final Completion Date and giving not less than 30 days’ prior written notice to the Facility Agent, prepay a Loan in whole or in part on the last day of the relevant Term so long as it simultaneously (or if not then permitted on the earliest permitted date) prepays a pro rata amount of the principal outstanding under the Sister Loan Agreement.
 
 
(b)
A prepayment must be in a minimum amount of US$10,000,000 and, in excess of that, in multiples of US$1,000,000.
 
 
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6.6
Automatic cancellation
 
The relevant Commitments of each Lender will be automatically cancelled at the close of business on the last day of the relevant Availability Period.
 
6.7
Voluntary cancellation
 
 
(a)
The Owner may, by giving not less than five Business Days’ prior notice to the Facility Agent, cancel the unutilised amount of the Total Commitments in whole or in part so long as it cancels a pro rata amount of commitments under the Sister Loan Agreement.
 
 
(b)
Partial cancellation of the Total Commitments must be in a minimum amount of US$10,000,000 and, in excess of that, in multiples of US$1,000,000.
 
 
(c)
Any cancellation in part will be applied against the relevant Commitment of each Lender pro rata and in respect of the Facility, across the Eksportfinans Loan, the KEXIM Loan and the Commercial Loan pro rata.
 
6.8
Voluntary prepayment and cancellation
 
 
(a)
If the Owner is, or will be, required to pay to a Lender a Tax Payment or an Increased Cost, the Owner may, while the requirement continues, give notice to the Facility Agent requesting prepayment and cancellation in respect of that Lender.
 
 
(b)
After notification under paragraph (a) above:
 
 
(i)
the Owner must repay or prepay that Lender’s share in each Loan made to it on the date specified in paragraph (c) below; and
 
 
(ii)
the Commitment of that Lender will be immediately cancelled.
 
 
(c)
The date for prepayment of a Lender’s share in a Loan will be the last day of the current Term for the relevant Loan or any earlier date agreed between the Owner, the Facility Agent and that Lender.
 
6.9
Partial prepayment of Loans
 
 
(a)
Except where this Clause 6 expressly provides otherwise, any partial prepayment of a Loan will be applied against the Repayment Instalments in the inverse order of their maturity and shall be applied pro rata in respect of the amounts outstanding to the Eksportfinans Lenders, the KEXIM Lenders and the Commercial Lenders.
 
 
(b)
Upon any such partial prepayment, the Facility Agent shall, if applicable, replace the Repayment Schedule attached at Schedule 5 (Loan Repayment Schedule) with a new Repayment Schedule(s) reflecting the correct Repayment Instalments and promptly provide a copy thereof to the Owner.
 
 
(c)
No amount of a Loan prepaid (in full or in part) under this Agreement may subsequently be re-borrowed.
 
6.10
Miscellaneous provisions
 
 
(a)
Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Loans and Commitments.
 
 
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(b)
All prepayments under this Agreement must be made with accrued interest on the amount prepaid.
 
 
(c)
All prepayments (whether voluntary or mandatory) under this Agreement shall be subject to Break Costs (if any).  Each Lender claiming Break Costs shall, as soon as reasonably practicable after demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Term in which they accrue.  The Facility Agent agrees to provide a copy of such certificate to the Owner upon request by the Owner.
 
 
(d)
No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.
 
7.
INTEREST
 
7.1
Calculation of interest
 
 
(a)
The rate of interest on each Commercial Loan for each Term during the Pre-Completion Period and the Post-Completion Period is the percentage rate per annum equal to the aggregate of:
 
  
(i)
the Applicable Margin at such time;
 
 
(ii)
LIBOR; and
 
 
(iii)
the Mandatory Cost, if any.
 
 
(b)
The rate of interest on each Eksportfinans Loan for each Term during the Pre-Completion Period and the Post-Completion Period shall be the aggregate of:
 
 
(i)
the applicable Pre-Completion Eksportfinans Interest Rate or, as the case may be, the applicable Post-Completion Eksportfinans Interest Rate; and
 
 
(ii)
the Mandatory Cost, if applicable.
 
 
(c)
The rate of interest on each KEXIM Loan for each Term during the Pre-Completion Period and the Post-Completion Period shall be the aggregate of:
 
 
(i)
LIBOR; and
 
 
(ii)
the Applicable Margin at such time.
 
 
(d)
Interest shall be calculated:
 
 
(i)
subject to paragraph (ii) below, by reference to the actual number of days elapsed and on the basis of a year of 360 days in respect of any Loan; and
 
 
(ii)
on a 30/360 day basis in respect of any Eksportfinans Loan.
 
 
(e)
Interest shall accrue from and including the first day of each Term to but excluding the last day of such Term.
 
 
41
 
 
7.2
Payment of interest
 
Except where it is provided to the contrary in this Agreement, the Owner must pay accrued interest on each Loan on the last day of each Term.
 
7.3
Interest on overdue amounts
 
 
(a)
If the Owner fails to pay any amount payable by it under the Finance Documents, it must immediately on demand by the Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.
 
 
(b)
Interest on an overdue amount is payable at a rate determined by the Facility Agent to be the aggregate of 3% per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan.  For this purpose, the Facility Agent may (acting reasonably) select successive Terms of any duration of up to six months.
 
 
(c)
Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Term, then:
 
 
(i)
the first Term for that overdue amount will be the unexpired portion of that Term; and
 
 
(ii)
the rate of interest on the overdue amount for that first Term will be 3% per annum above the rate then payable on that Loan.
 
After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with paragraph (b) above.
 
 
(d)
Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Terms but will remain immediately due and payable.
 
7.4
Notification of rates of interest
 
The Facility Agent must promptly notify each relevant Party of the determination of a rate of interest under this Agreement.
 
8.
TERMS
 
8.1
Term
 
 
(a)
Each Loan has successive Terms.
 
 
(b)
The first term for a Loan will start on the Utilisation Date for that Loan and each subsequent Term for a Loan will start on the expiry of the preceding Term for that Loan.
 
 
(c)
Subject to the following provisions of this Clause 8 the duration of each Term shall be three (3) months during the Pre-Completion Period, provided always that the first Term for the Incidental Costs Loan shall expire on 31st October 2008 or if earlier, at the next Repayment Date.
 
 
(d)
Subject to the following provisions of this Clause 8 the duration of each Term shall be six (6) months during the Post-Completion Period, provided always that the first Term after the Final Completion Date shall expire on the first Repayment Date set out in the Repayment Schedule, being 31st May 2012.
 
 
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8.2
Consolidation – Loans
 
A Term for a Loan will end on the same day as the current Term for any other Loan.  On the last day of those Terms, those Loans will be consolidated and treated as one Loan.
 
8.3
End of Term on Final Completion Date
 
If a Term in relation to a Loan advanced during the Pre-Completion Period would otherwise overrun the Final Completion Date, it will be shortened so that it ends on the Final Completion Date.  Each subsequent Term will be ascertained in accordance with Clause 8.1(c) (Term).
 
8.4
No overrunning the Final Maturity Date
 
If a Term would otherwise overrun the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date.
 
8.5
Other adjustments
 
The Facility Agent (with the prior consent of the Majority Lenders) and the Owner may enter into such other arrangements as they may agree for the adjustment of Terms and the consolidation and/or splitting of Loans.
 
9.
MARKET DISRUPTION
 
9.1
Failure of a Reference Bank to supply a rate
 
If LIBOR is to be calculated by reference to the Reference Banks but if a Reference Bank does not supply a rate by 11.00 a.m. on the second London Business Day before the first day of the relevant Term, the applicable LIBOR will, subject as provided below, be calculated on the basis of the rates of the remaining Reference Banks.
 
9.2
Market disruption
 
 
(a)
In this Clause 9, each of the following events is a market disruption event:
 
 
(i)
LIBOR is to be calculated by reference to the Reference Banks but no Reference Bank supplies a rate to the Facility Agent by 11.00 a.m. on the second London Business Day before the first day of the relevant Term; or
 
 
(ii)
the Facility Agent receives by close of business on the second London Business Day before the first day of the relevant Term notification from any Lender or Lenders whose shares in the relevant Loan exceed 30% of that Loan that the cost to them of obtaining matching deposits in the relevant interbank market is in excess of LIBOR for the relevant Term.
 
 
(b)
The Facility Agent must promptly notify the Owner and the Lenders of a market disruption event.
 
 
(c)
After notification under paragraph (b) above, the rate of interest on each Lender’s share in the affected Loan for the relevant Term will be the aggregate of the relevant:
 
 
43
 
 
 
(i)
Applicable Margin at such time;
 
 
(ii)
rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Term, to be that which expresses as a percentage rate per annum the cost to that Lender of funding the Loan from whatever source it may reasonably select; and
 
 
(iii)
Mandatory Cost, if applicable, to that Lender’s participation in the Loan.
 
9.3
Alternative basis of interest or funding
 
 
(a)
If a market disruption event occurs and the Facility Agent or the Owner so require, the Owner and the Facility Agent must enter into negotiations for a period of not more than 20 days with a view to agreeing to an alternative basis for determining the rate of interest and/or funding for the affected Loan and any relevant future Loan.
 
 
(b)
Any alternative basis agreed between the Owner and the Facility Agent will be, with the prior written consent of all the Lenders, binding on all the Parties.
 
 
(c)
During the negotiation period referred to in paragraph (a) above and thereafter unless an agreement for such alternative basis is reached between the Parties, the provisions of Clause 9.2 shall apply.
 
10.
TAXES
 
10.1
Tax gross-up
 
 
(a)
The Owner must make all payments to be made by it under the Finance Documents without any Tax Deduction unless a Tax Deduction is required by Applicable Law.
 
 
(b)
Where the introduction of, or any change in, or any change in the interpretation, administration or application of, any Applicable Law or compliance with any law or regulation made after the date of this Agreement requires the Owner, or as the case may be, the Facility Agent, to make a Tax Deduction, as soon as the Owner or a Lender becomes aware of the same, it must promptly notify the Facility Agent.  The Facility Agent must then promptly notify the affected Parties.
 
 
(c)
Following any notification referred to in paragraph (b) above, the amount of the payment due from the Owner will be increased or, as the case may be, the Owner shall make an additional payment, so that the amount (after making the Tax Deduction) received by the recipient is equal to the payment which would have been due if no Tax Deduction had been required.
 
 
(d)
If the Owner is required to make a Tax Deduction, it must make the Tax Deduction and must make any payment required in connection with that Tax Deduction within the time allowed by the Applicable Law.
 
 
(e)
Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction or, if later, promptly following receipt of the same, the Owner must deliver to the Facility Agent for the relevant Finance Party documents or other information (or certified copies thereof) evidencing satisfactorily to that Finance Party that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.
 
 
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10.2
Tax indemnity
 
 
(a)
Except as provided below, the Owner must (within three Business Days of demand by the Facility Agent) indemnify a Finance Party by paying to such Finance Party an amount equal to any loss or liability which that Finance Party determines will be or has been suffered by that Finance Party for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.
 
 
(b)
Paragraph (a) above does not apply:
 
 
(i)
to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:
 
 
(A)
that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Office and is treated as resident for tax purposes; or
 
 
(B)
that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,
 
if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party.  However, any payment deemed to be received or receivable, including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose; or
 
 
(ii)
to the extent a loss or liability is compensated by an increased payment under Clause 10.1(c) (Tax gross-up).
 
 
(c)
A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Facility Agent of the event which will give, or has given, rise to the claim.  The Facility Agent shall, in turn, notify the Owner.
 
 
(d)
A Finance Party shall, on receiving a payment from the Owner under this Clause 10.2, notify the Facility Agent.
 
10.3
Confidentiality of Tax affairs
 
If a Lender intends to make a claim pursuant to Clause 10.2 (Tax indemnity) it shall, as soon as reasonably practicable after becoming aware that it may be entitled to make a claim under Clause 10.2 (Tax indemnity), notify the Owner of the event by reason of which it is entitled to do so, provided that nothing herein shall require that Lender to disclose any confidential information relating to the organisation of its affairs.
 
10.4
Stamp taxes
 
The Owner must pay and within five Business Days of demand indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other Taxes payable in respect of any Finance Document, except for any such Tax payable in connection with entering into a Transfer Certificate.
 
 
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10.5
Value added taxes
 
 
(a)
All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party must pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to such Party).
 
 
(b)
If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party must also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.
 
 
(c)
Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.
 
11.
INCREASED COSTS
 
11.1
Increased Costs
 
Except as provided below in this Clause 11, the Owner must, within five Business Days of demand by the Facility Agent, pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of:
 
 
(a)
the introduction of, or any change in, or any change in the interpretation, administration or application of, any Applicable Law (including, for the avoidance of doubt, the implementation of matters set out in Basel II or any other revisions to the Basel Accord); or
 
 
(b)
compliance with any Applicable Law made after the date of this Agreement.
 
11.2
Exceptions
 
The Owner need not make any payment for an Increased Cost to the extent that the Increased Cost is:
 
 
(a)
compensated for under another Clause or would have been but for an exception to that Clause;
 
 
(b)
attributable to the relevant Finance Party or any of its Affiliates wilfully failing to comply with any law or regulation;
 
 
46
 
 
 
(c)
attributable to a Tax Deduction required by Applicable Law to be made by the Owner; or
 
 
(d)
compensated for by the payment of Mandatory Cost.
 
11.3
Claims
 
 
(a)
If a Finance Party intends to make a claim for an Increased Cost it must notify the Facility Agent of the circumstances giving rise to and the amount of the claim, following which the Facility Agent will promptly notify the Owner.
 
 
(b)
Each Finance Party must, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Cost.
 
11.4
Mitigation
 
 
(a)
Each Finance Party must, in consultation with the Owner, use all reasonable endeavours to mitigate any circumstances which arise and which result or would result in any amount being payable under or pursuant to, or cancelled pursuant to, any of Clause 10 (Taxes) or Clause 11 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office and, in respect of any Increased Cost arising as a result of the implementation of the matters set out in Basel II or any other revisions to the Basel Accord, each Finance Party must apply its rights under Clause 11.1(a) (Increased Costs) on a non-discriminatory basis.
 
 
(b)
The Owner must indemnify that Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under paragraph (a) above.
 
 
(c)
A Finance Party is not obliged to take any step under this Clause 11.4 if, in the opinion of that Finance Party (acting reasonably), to do so would be prejudicial to it.
 
 
(d)
Paragraph (a) does not in any way limit the obligations of the Owner under the Finance Documents.
 
12.
ACCOUNTS
 
12.1
Maintenance of accounts
 
 
(a)
The Owner shall maintain the Accounts (other than the Equity Account) with the Account Bank until the Final Maturity Date, in each case free of Security Interests and rights of set-off other than as created by or pursuant to the Security Documents or in favour of the Account Bank.
 
 
(b)
The Owner shall maintain the Equity Account with the Equity Account Bank until the Final Completion Date, in each case free of Security Interests and rights of set-off other than as created by or pursuant to the Security Documents.
 
12.2
Proceeds Account and Equity Account
 
 
(a)
The Owner shall pay, or procure that there is paid:
 
 
(i)
no later than one (1) Business Day after the date of service of each Request to the Facility Agent in the Pre-Completion Period, into the Proceeds Account, an amount equal to:
 
 
47
 
 
 
(A)
any Balancing Equity Contribution; and
 
 
(B)
the relevant Equity Contribution, in each case in respect of the Utilisation Date to which such Request relates; and
 
 
(ii)
the amount of each Loan into the Proceeds Account or if the Owner so requests in a Request in respect of an Instalment Loan, to an account of the Builder specified in the Request; and
 
 
(iii)
into the Equity Account:
 
 
(A)
no later than one (1) Business Day after the date of service of the Request in respect of the Incidental Costs Loan, an aggregate amount equal to US$9,000,000;
 
 
(B)
no later than one (1) Business Day after the date of service of the Request in respect of Instalment Loan 1, an aggregate amount equal to US$90,000,000; and
 
 
(C)
on or prior to the Drilling Charter Cut-off Date, an aggregate amount equal to all anticipated Equity Contributions to be made until the Final Completion Date in accordance with the relevant Approved Budget.
 
 
(b)
If an Event of Default occurs, the Owner shall pay, or procure that there is paid, into the Equity Account an aggregate amount equal to all of the Equity Collateral that has not yet been paid.
 
 
(c)
Subject to the Owner’s right to make withdrawals from the Equity Account in accordance with the provisions of this Agreement, the Owner shall ensure that the balance in the Equity Account at all times meet the requirements set out in this Clause 12.2.
 
 
(d)
The balance of the Equity Account shall at all times prior to the Drilling Charter Cut-off Date be at least equal to the Loans drawn under this Agreement as at the relevant time. If the balance of the Equity Account falls at any time below the amount of the Loans drawn, the Owner shall immediately pay, or procure that there is paid into the Equity Account such amount as shall restore the credit balance of the Equity Account to an amount equal to the aggregate amount of the Loans drawn under this Agreement as at that time.
 
 
(e)
During the Pre-Completion Period and on the Final Completion Date the Owner shall procure that there is forthwith credited to the Proceeds Account any other amount payable or paid to the Owner (including any Liquidated Damages Payments paid by the Builder under the terms of the Shipbuilding Contract).  Provided that no Event of Default or Mandatory Prepayment Event has occurred and is continuing, the Owner shall be entitled to instruct the Account Bank or, as the case may be, the Equity Account Bank to transfer (and irrevocably authorises the Security Trustee to instruct the Account Bank or, as the case may be, the Equity Account Bank to transfer):
 
 
(i)
on or immediately before each Utilisation Date, from the Equity Account into the Proceeds Account, an amount equal to the relevant Equity Contribution in respect of such Utilisation Date; and
 
 
(ii)
on each Utilisation Date, after the proceeds of the relevant Loan have been credited, sufficient amounts from the Proceeds Account to (A) any account specified by the Builder to be applied to make Instalment payments, and (B) the account nominated by the Facility Agent, to be applied to part of the Incidental Costs Loan as does not relate to Incidental Vessel Costs, and (C) any account specified by the Owner to be applied towards such other items and costs as are included in the Vessel Cost,
 
 
48
 
 
in each case in accordance with the terms of this Agreement.
 
 
(f)
During the Post-Completion Period, the Owner shall procure that there is forthwith credited to the Proceeds Account all Earnings and any Requisition Compensation.  The Owner shall procure that the following transfers will then be made in the following order:
 
 
(i)
first, to the Operating Expenses Account a transfer in accordance with Clause 12.3 (Transfers to the Operating Expenses Account);
 
 
(ii)
secondly, to the Debt Service Account a transfer in accordance with Clause 12.4 (Transfers to Debt Service Account);
 
 
(iii)
thirdly, to the extent required, a transfer to the Debt Service Reserve Account in accordance with Clause 12.9(b) (Payments to the Debt Service Reserve Account on or after the Utilisation Date of the Delivery Loan); and
 
 
(iv)
fourthly, to the extent required, a transfer to the CAPEX Account in accordance with Clause 12.10(Transfers to the CAPEX Account),
 
together the Primary Transfers.
 
 
(g)
Once the Primary Transfers have been made, any surplus funds standing to the credit of the Proceeds Account (if at least US$5,000,000) shall be applied by the Security Trustee in partial prepayment of the Loans and Clauses 6.9 and 6.10 shall apply.
 
 
(h)
Provided no Default or Mandatory Prepayment Event is at such time continuing, the Owner and the Finance Parties may, notwithstanding the provisions of this Clause 12 vary the order and application of the Primary Transfers by agreement in writing, in each case acting reasonably.
 
12.3
Transfers to the Operating Expenses Account
 
Upon payment of any Earnings or Requisition Compensation into the Proceeds Account (such date of receipt of payment being an Earnings Deposit Date) the Owner shall instruct the Account Bank to transfer from the Proceeds Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Operating Expenses Account an amount equal to the amount allocated for Operating Expenses in the Annual Budget for the period from that Earnings Deposit Date to the next scheduled Earnings Deposit Date, and the Owner shall be permitted to withdraw such amount from the Operating Expenses Account to pay the same to the Manager under and in accordance with the terms of the Management Agreement and to others for use in connection with the operating expenses of the Vessel and operation and management of the Owner incurred in the ordinary course of business.
 
12.4
Transfers to Debt Service Account
 
Following the transfer to the Operating Expenses Account in accordance with Clause 12.3 (Transfers to the Operating Expenses Account), the Owner shall procure that there is transferred from the Proceeds Account (and irrevocably instructs the Security Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Debt Service Account an amount in Dollars calculated in accordance with the following formula:
 
 
49
 

 
a =
A x n
N
 
where:
 
 
a
=
the relevant amount of the Earnings and/or, as the case may be, Requisition Compensation to be transferred to the Debt Service Account out of the Proceeds Account;
 
 
A
=
the aggregate amount required to repay the next scheduled principal and interest instalment (provided that for the purposes of this Clause 12.4, scheduled interest in respect of any Hedged Portion shall be deemed to be payable at the applicable Fixed Rate);
                      
  N = the number of days in a Retention Period; and
 
 
n
=
the actual number of days elapsed from (and including) the immediately preceding Earnings Deposit Date in the Retention Period or the first day of the Retention Period (where there is no preceding Earnings Deposit Date in a Retention Period) up to (but excluding) the Earnings Deposit Date,
 
PROVIDED ALWAYS that on the last Earnings Deposit Date for a Retention Period if there remains a shortfall under the formula set out in this Clause 12.4 on the last day of a Retention Period, there shall be transferred to the Debt Service Account out of the Proceeds Account an amount (taking into account the existing balance of the Debt Service Account) equal to the amount required to repay the principal and interest in full which is due on the next Repayment Date.
 
12.5
Additional payments to the Debt Service Accounts
 
If, for any reason, the amount standing to the credit of the Proceeds Account is insufficient to make any transfer to the Debt Service Account required by Clause 12.4 (Transfers to Debt Service Account), the Owner shall immediately (and in any event within three Business Days of the relevant Earnings Deposit Date) pay the shortfall directly into the Debt Service Account.
 
12.6
Application of Debt Service Accounts
 
 
(a)
On each Repayment Date:
 
 
(i)
to the extent that the Owner is required to make a periodic payment to a Swap Bank under a Swap Agreement, the Owner shall procure that (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Debt Service Account) an amount equal to the aggregate of any such periodic payments is transferred forthwith from the Debt Service Account to the relevant  Swap Bank in accordance with the DPP; and
 
 
(ii)
to the extent that a Swap Bank is required to make a periodic payment to the Owner under a Swap Agreement then the Owner shall request that the Swap Bank pays such periodic payment directly into the Debt Service Account when due.
 
 
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(b)
The Owner shall procure that there is transferred from the Debt Service Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Debt Service Account) to the Facility Agent after any payment to a Swap Bank as described in paragraph (a)(i) above:
 
 
(i)
on each Repayment Date, the amount of the Repayment Instalment then due in Dollars; and
 
 
(ii)
on the last day of each Term, the amount of interest then due in Dollars,
 
provided that following the transfer to the Facility Agent in accordance with this Clause 12.6(b), the Owner shall be entitled to request the Security Trustee to authorise the transfer of any remaining funds standing to the credit of the Debt Service Account back to the Proceeds Account.
 
12.7
Owner’s obligations not affected
 
If for any reason the amount standing to the credit of the Debt Service Account shall be insufficient to pay any Repayment Instalment or to make any payment of interest when due, the Owner’s obligation to pay that Repayment Instalment or to make that payment of interest shall not be affected.
 
12.8
Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan
 
 
(a)
The Owner shall pay, or procure that there is paid to the Debt Service Reserve Account on or prior to the Drilling Charter Cut-off Date an amount equal to US$25,000,000.
 
 
(b)
At any time, and from time to time, prior to the Final Completion Date, the Owner shall be entitled, with the prior approval of the Facility Agent (acting on the instructions of the Majority Lenders), to withdraw all or part of the moneys standing to the credit of the Debt Service Reserve Account in order to meet any costs and expenses the Owner may incur which have not been contemplated in the Approved Budget.
 
 
(c)
Any balance standing to the credit of the Debt Service Reserve Account on the Utilisation Date of the Delivery Loan, shall be utilised towards the funding of the Required DSRA Balance.
 
12.9
Payments to the Debt Service Reserve Account on or after the Utilisation Date of the Delivery Loan
 
 
(a)
The Owner shall ensure, from the Utilisation Date of the Delivery Loan and at all times thereafter until the Final Maturity Date, that the amount standing to the credit of the Debt Service Reserve Account is equal to the Required DSRA Balance.
 
 
(b)
On each Earnings Deposit Date, following the transfers referred to in Clauses 12.3 and 12.4 above, the Owner shall procure that there is transferred from the Proceeds Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Debt Service Reserve Account an amount to ensure that the balance of the Debt Service Reserve Account at such time is an amount at least equal to the Required DSRA Balance.
 
 
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(c)
The Security Trustee shall be entitled to withdraw sums of money standing to the credit of the Debt Service Reserve Account in accordance with the terms of the Accounts Charge Agreement.
 
12.10
Transfers to the CAPEX Account
 
On each Earnings Deposit Date, following the transfers referred to above (to the extent any such payments are required to be made under and in accordance with the terms thereof), the Owner shall instruct the Account Bank to transfer from the Proceeds Account (and irrevocably authorise the Security Trustee to instruct the Account Bank to transfer from Proceeds Account) to the CAPEX Account an amount equal to the amount allocated for CAPEX Expenses, if any, in the Annual Budget for the period from that Earnings Deposit Date to the next scheduled Earnings Deposit Date, and the Owner shall be entitled, in accordance with the terms of the Annual Budget, with the prior consent of the Security Trustee, to withdraw such amount from the CAPEX Account to pay (against reasonable and proper invoices approved by the Facility Agent) any approved CAPEX Expenses.
 
12.11
Investments
 
The Facility Agent may invest any and all moneys held in the Debt Service Reserve Account in the name of, or under the control of, the Facility Agent in short term cash deposits at the Deposit Bank and upon such terms as the Facility Agent may think fit. If the rating of the Deposit Bank falls below P-1 from Moody’s or A-1 from S&P, the Facility Agent must promptly remove the deposits placed under this Clause 12.11 from the Deposit Bank and invest the relevant deposits at any bank or institution with a rating of not less than P-1 from Moody’s or A-1 from S&P, selected by the Facility Agent and approved by the Owner and the Majority Lenders. Notwithstanding any investment in accordance with this Clause 12.11, all moneys paid into the Debt Service Reserve Account shall at all times be charged to the benefit of the Secured Parties.
 
12.12
Restriction on withdrawal
 
During the term of the Facility, no sum may be withdrawn from any of the Accounts (except in accordance with this Clause 12) without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders).
 
12.13
Liability of Account Bank
 
Each Lender agrees to the terms of the appointment of the Account Bank and confirms that the Account Bank has no liability to the Lenders in respect of amounts withdrawn from any Account (in accordance with this Agreement and the Accounts Charge Agreement).  Notwithstanding the provisions of Clause 1.2(c) (Construction), the Account Bank may enforce the terms of this Clause 12.13 as if it were a party to this Agreement.
 
13.
PAYMENTS
 
13.1
Place
 
Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the Finance Documents must be made to the Facility Agent to its account at such office as it may notify to that Party for this purpose by not less than five Business Days’ prior notice.
 
 
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13.2
Funds
 
Payments under the Finance Documents to the Facility Agent must be made for value on the due date at such times and in such funds as the Facility Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.
 
13.3
Distribution
 
 
(a)
Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or, in the case of KEXIM, in New York as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice.
 
 
(b)
The Facility Agent may apply any amount received by it from the Owner in or towards payment (as soon as practicable after receipt) of any amount due from the Owner under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.
 
 
(c)
Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it.  However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount.  If it transpires that the sum has not been received by the Facility Agent, that Party must forthwith on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate reasonably calculated by the Facility Agent to reflect its cost of funds.
 
13.4
Currency
 
 
(a)
Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is determined under this Subclause.
 
 
(b)
Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.
 
 
(c)
Each other amount payable under the Finance Documents is payable in Dollars.
 
13.5
No set-off or counterclaim
 
All payments made by the Owner under the Finance Documents must be calculated and made without (and clear of any deduction for) set-off or counterclaim.
 
13.6
Business Days
 
 
(a)
If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same month (if there is one) or the preceding Business Day (if there is not).
 
 
53
 
 
 
(b)
During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.
 
13.7
Payments
 
 
(a)
Subject always to the provisions of the DPP and except to the extent otherwise provided in any Finance Document, if any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by the Owner under the Finance Documents, then the Administrative Party must apply that payment towards the obligations of the Owner under the Finance Documents in the following order:
 
 
(i)
first, in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and due and payments made by the Finance Parties, the Account Bank or any receiver in enforcing rights under the Finance Documents and/or recovering possession of the Security Assets and all remuneration payable to the Finance Parties for which the relevant Finance Party is entitled to be reimbursed under the Finance Documents or any receiver under or pursuant to the Security Documents (including, without limitation, legal expenses and reinstatement costs) provided that, in respect of any such payment or payments payable to the Swap Banks, the amount paid shall not exceed the Swap Limit;
 
 
(ii)
secondly, in or towards payment pro rata of any due and unpaid fees, costs and expenses of the Finance Parties or the Account Bank under the Finance Documents to the extent not recovered under subparagraph (i) above provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amounts recovered by the Swap Banks under subparagraph (i) above, shall not exceed the Swap Limit;
 
 
(iii)
thirdly, in or towards payment pro rata of any interest on overdue amounts payable to the Finance Parties  provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amounts recovered by the Swap Banks under subparagraphs (i) and (ii) above, shall not exceed the Swap Limit;
 
 
(iv)
fourthly, in or towards payment pro rata of any accrued but due and unpaid interest (other than interest on overdue amounts referred to in subclause (iii)) payable to the Finance Parties  provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii) and (iii) above, shall  not exceed the Swap Limit;
 
 
(v)
fifthly, in or towards payment pro rata of:
 
 
(A)
any due but unpaid Break Costs of the Finance Parties; or
 
 
(B)
any due but unpaid principal payable to the Finance Parties,
 
 
in each case, under the Finance Documents provided that, in respect of any suchpayment or payments payable to the Swap Banks the amount paid, when aggregatedwith any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii) and (iv) above, shall not exceed the Swap Limit;
 
 
54
 
 
 
(vi)
sixthly, in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Owner to any of the Finance Parties under the Finance Documents in such order as the Finance Parties shall determine provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii), (iv) and (v) above, shall not exceed the Swap Limit;
 
 
(vii)
seventhly, any payments due but unpaid to the Swap Banks under a Swap Agreement to the extent not already recovered under paragraphs (i), (ii), (iii), (iv), (v) and (vi) above; and
 
 
(viii)
after all amounts payable or which may become payable to the Finance Parties under the Finance Documents have been paid in full, in or towards payment of the surplus, if any, to the Owner or other persons entitled thereto free of any charge or other restriction.
 
 
(b)
The Facility Agent must, if so directed by all the Lenders, vary the order set at subparagraphs (a)(ii) to (a)(vi) above, provided always that to the extent that the provisions of this paragraph shall conflict with the DPP, the provisions of the DPP shall prevail. Any amendment or variation to any other provision of this Agreement other than the order of payments in paragraph (a) above shall require the prior written consent of the Owner.
 
 
(c)
This Clause 13.7 will override any appropriation made by the Owner.
 
13.8
Timing of payments
 
If a Finance Document does not provide for when a particular payment is due, including any indemnity payment, that payment will be due within three Business Days of demand by the relevant Finance Party.
 
14.
REPRESENTATIONS AND WARRANTIES
 
14.1
Representations and warranties
 
The representations and warranties set out in this Clause 14 are made, unless otherwise stated, by the Owner to the Finance Parties.
 
14.2
Status and Ownership
 
 
(a)
It is a corporation, duly organised and validly existing under the laws of the Marshall Islands.
 
 
(b)
It has the power to own its assets and carry on its business as it is being conducted.
 
 
(c)
It is indirectly wholly owned by the Sponsor (acting through the Parent and the Parent Shareholder).
 
 
(d)
Subject to the Security Documents, the Parent is the legal and beneficial owner of all of the share capital of the Owner, the Parent Shareholder is the legal and beneficial owner of all of the share capital of the Parent and the Sponsor is the legal and beneficial owner of all of the share capital of the Parent Shareholder.
 
 
55
 
 
 
(e)
No person has any right to call for the issue or transfer of any share capital or loan stock in the Owner other than in accordance with the Security Documents.
 
 
(f)
All of the shares in the capital of the Owner are fully paid up.
 
14.3
Powers and authority
 
It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.
 
14.4
Legal validity
 
 
(a)
Subject to any general principles of law limiting its obligations, each Transaction Document to which it is a party is its legally binding, valid and enforceable obligation.
 
 
(b)
This Agreement and each Transaction Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation.
 
14.5
Non-conflict
 
The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party do not conflict in any material respect with:
 
 
(a)
any law or regulation applicable to it;
 
 
(b)
its constitutional documents; or
 
 
(c)
any agreement or instrument which is binding upon it or any of its assets.
 
14.6
No Default
 
 
(a)
No Default is outstanding under, or will result from the entry into, or the performance by it of any transaction contemplated by, any Transaction Document.
 
 
(b)
There is no outstanding material breach of any term of any Transaction Document to which it is a party and no person has disputed, repudiated or disclaimed liability under any Transaction Document to which it is a party or evidenced an intention to do so.
 
 
(c)
No other event is outstanding which constitutes a default under any document which is binding on it or any of its assets to an extent or in a manner which is reasonably likely to have a Material Adverse Effect.
 
14.7
Authorisations
 
 
(a)
Under Marshall Islands law and the laws of any other jurisdiction where the Owner carries on business, except for the registration of the Mortgage at the Maltese Ships Registry, all authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Finance Documents have been obtained or effected (as appropriate) and are in full force and effect or will be in full force and effect at the time such authorisations are required in such jurisdiction.
 
 
56
 
 
 
(b)
It is not aware of:
 
 
(i)
any reason why any Transaction Authorisation required by it will not be obtained or effected by the time it is required;
 
 
(ii)
any steps to revoke or cancel any Transaction Authorisation required by it; or
 
 
(iii)
any reason why any Transaction Authorisation required by it will not be renewed when it expires without the imposition of any new restriction or condition.
 
14.8
Financial statements
 
Its audited financial statements (if any) most recently delivered to the Facility Agent together with any other financial information supplied by it to the Facility Agent:
 
 
(a)
have been prepared in accordance with IFRS or US GAAP, as the case may be, consistently applied; and
 
 
(b)
give a true and fair view of its financial condition as at the date to which they were drawn up,
 
except, in each case, as disclosed to the contrary in those financial statements.
 
14.9
Financial and other information
 
In addition, and without prejudice to, the representations made under Clause 14.8 (Financial statements), any financial and other information disclosed is accurate and complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading.
 
14.10
No material adverse change
 
There has been no material adverse change in the assets, business, condition (financial or otherwise) or operations of the Owner since its incorporation or, following the receipt by the Facility Agent of its audited annual financial statements, since the date of its then latest audited annual financial statements.
 
14.11
Litigation
 
Except as may already have been disclosed by the Owner in writing to the Facility Agent, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including, but not limited to, investigative proceedings) have been started and are current or (to the best of its knowledge and belief) threatened in writing against the Owner which, in each case, in the reasonable opinion of the Facility Agent acting on the instructions of the Majority Lenders, would be likely to have a Material Adverse Effect in respect of the Owner.
 
14.12
Pari passu ranking
 
Its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.
 
 
57
 
 
14.13
Taxes on payments
 
 
(a)
It is not required under the law of its jurisdiction of incorporation to make any Tax Deduction for or on account of Tax from any payment it may make under a Finance Document.
 
 
(b)
No claims are being, nor, as far as it is aware, might reasonably be expected to be, asserted against it with respect to Taxes.
 
14.14
Stamp and registration duties
 
As at the date of this Agreement, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of any Transaction Document.
 
14.15
Environment
 
 
(a)
The Owner and, to the best of the Owner’s knowledge and belief (having made due enquiry), its Environmental Affiliates are in compliance with all material provisions of all applicable Environmental Laws in relation to the Vessel and its operations;
 
 
(b)
The Owner and, to the best of the Owner’s knowledge and belief (having made due enquiry), its Environmental Affiliates have obtained or will, by the Delivery Date, have obtained all requisite Environmental Approvals in relation to the Vessel and its operations are and will, on the Delivery Date and at all times thereafter be in compliance, with such Environmental Approvals;
 
 
(c)
Neither the Owner nor, to the best of the Owner’s knowledge and belief (having made due enquiry), any of its Environmental Affiliates has received notice of nor have issued (or threatened to issue) any Environmental Claim in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in relation to the Vessel or its operations in any 12-month period, exceeds US$10,000,000 in relation to the Vessel which alleges that the Owner is not in compliance with applicable Environmental Laws in relation to the Vessel or Environmental Approvals in relation to the Vessel;
 
 
(d)
There is no Environmental Claim in relation to the Vessel in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in relation to the Vessel and its operations, exceeds US$10,000,000 pending or, to the best of its knowledge and belief, threatened in writing;
 
 
(e)
There has been no Release of Hazardous Materials by or in respect of the Vessel which could lead to an Environmental Claim in relation to the Vessel or its operations in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in relation to the Vessel or its operations, exceeds US$10,000,000; and
 
 
(f)
to the best of the Owner’s knowledge and belief (having made due inquiry), the Charterer has obtained and is in compliance with all Environmental Approvals required of a Charterer in connection with use of the Vessel, and the Charterer is in compliance in all material respects with all Environmental Laws to the extent relating to the offshore lease blocks in which the Vessel will operate pursuant to a Drilling Charter.
 
 
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14.16
Security Interests
 
No Security Interest exists over its assets which would cause a breach of Clause 16.6 (Security Interests).
 
14.17
Security Assets
 
 
(a)
Subject to Permitted Liens and any rights of the Charterer under a Drilling Charter, the Owner is the sole legal and beneficial owner entitled to the Security Assets over which it has or will create any Security Interest pursuant to the Security Documents to which it is or will be a party and there is no agreement or arrangement, other than in the DPP, under which it is obliged to share any proceeds of or derived from such Security Assets with any third party.
 
 
(b)
Each Security Document to which it is or will be a party creates or will create first priority security interests of the type described.
 
14.18
ISM Code compliance
 
On the Delivery Date the Owner and the Manager is in compliance in all material respects with all of the mandatory requirements of the ISM Code in respect of the Vessel.
 
14.19
ISPS Code compliance
 
On the Delivery Date the Owner and the Manager is in compliance in all material respects with all of the mandatory requirements of the ISPS Code in respect of the Vessel.
 
14.20
No amendments to Related Contracts
 
Other than as notified to and agreed by the Facility Agent in writing, there have been no amendments to any of the Related Contracts (other than any amendments of a non-material or administrative nature or a replacement of the Manager in accordance with the provisions of this Agreement).
 
14.21
Money laundering
 
Any borrowing by the Owner and the performance of its obligations hereunder and under the other Finance Documents to which it is a party will be for its own account and will not involve any breach by it of any law or regulatory measure relating to money laundering as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities or any equivalent law or regulatory measure in any other jurisdiction.
 
14.22
Insolvency
 
 
(a)
The Owner is not unable or deemed unable, does not admit and has not admitted its inability to pay its debts and has not suspended making payments on any of its debts.
 
 
(b)
The Owner by reason of actual or anticipated financial difficulties has not commenced, and does not intend to commence, negotiations with one or more of its creditors with a view to rescheduling any of its Financial Indebtedness.
 
 
(c)
The value of the assets of the Owner is not less than its liabilities (taking into account contingent and prospective liabilities).
 
 
59
 
 
 
(d)
No moratorium has been declared in respect of any indebtedness of the Owner during the period of six months commencing on the date this representation is made or deemed to be repeated pursuant to Clause 14.30(a) (Times for making representations).
 
14.23
Immunity
 
 
(a)
The entry into by it of each Transaction Document to which it is a party constitutes, and the exercise by it of its rights and performance of its obligations under each such Transaction Document will constitute, private and commercial acts performed for private and commercial purposes.
 
 
(b)
It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to any Transaction Document.
 
14.24
No adverse consequences
 
 
(a)
It is not necessary under the laws of its jurisdiction of incorporation:
 
 
(i)
in order to enable a Finance Party to enforce its rights under any Finance Document; or
 
 
(ii)
by reason of the entry into of any Finance Document or the performance by it of its obligations under any Finance Document,
 
 
that any Finance Party should be licensed, qualified or otherwise entitled to carry onbusiness in its jurisdiction of incorporation.
 
 
(b)
No Finance Party will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the entry into, performance and/or enforcement of any Finance Document.
 
14.25
Jurisdiction/governing law
 
 
(a)
Its:
 
 
(i)
irrevocable submission under this Agreement to the jurisdiction of the courts of England;
 
 
(ii)
agreement that this Agreement is governed by English law; and
 
 
(iii)
agreement not to claim any immunity to which it or its assets may be entitled,
 
are legal, valid and binding under the laws of its jurisdiction of incorporation.
 
 
(b)
Any judgment obtained in England will be recognised and be enforceable by the courts of its jurisdiction of incorporation, subject to any statutory or other conditions of such jurisdiction.
 
14.26
Anti-bribery
 
Neither the Owner, nor anyone acting on its behalf, have been engaged or will engage in bribery in this transaction.  Neither the Owner or anyone acting on his behalf in connection with the transaction are currently under charge in a national court or, within a five-year period preceding the date of this Agreement, have been convicted in a national court or been subject to equivalent national administrative measures for violation of laws against bribery of foreign public officials of any country or are listed on the publicly available debarment lists of the following international financial institutions: World Bank Group, African Development Bank, Asian Development Bank, European Bank for Reconstruction and Development and the Inter-American Development Bank.
 
 
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14.27
No other business
 
 
(a)
Except as expressly contemplated by the Transaction Documents, it has not traded or carried on any business since the date of its incorporation.
 
 
(b)
It does not have any Subsidiaries.
 
 
(c)
It is not a party to any agreement other than the Transaction Documents.
 
14.28
Shipbuilding Contract
 
There has been no amendment to or variations made or agreed with the Builder in respect of the Shipbuilding Contract or the Other Shipbuilding Contract from the date of the Shipbuilding Contract or, as the case may be, the Other Shipbuilding Contract save for those already disclosed in writing to the Facility Agent prior to the date hereof or approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders).
 
14.29
Activities in the Marshall Islands
 
 
(a)
Neither the Owner, the Parent, the Parent Shareholder nor the Sponsor or any of their respective parents, subsidiaries or affiliates is a division, bureau, office, agency, department, committee or political subdivision of the jurisdiction of its incorporation or any other sovereign jurisdiction.
 
 
(b)
Neither the Owner, the Parent, the Parent Shareholder nor the Sponsor is engaged in:
 
 
(i)
the retailing, wholesaling, trading or importing of goods or services for or with residents of the jurisdiction of its incorporation;
 
 
(ii)
any extractive industry in the jurisdiction of its incorporation;
 
 
(iii)
any regulated professional service activity in the jurisdiction of its incorporation;
 
 
(iv)
the export of any commodity or goods manufactured, processed, mined or made in the jurisdiction of its incorporation; or
 
 
(v)
the ownership of real property in its jurisdiction of incorporation.
 
 
(c)
Neither the Owner, the Parent, the Parent Shareholder nor the Sponsor is doing business in the jurisdiction of its incorporation, except that each of the Owner, the Parent, the Parent Shareholder or the Sponsor may have its registered office in the jurisdiction of its incorporation and maintain its agent there.
 
14.30
Times for making representations and warranties
 
 
(a)
The representations and warranties set out in this Clause 14 are made by the Owner on the date of this Agreement and shall be deemed to be repeated on each Utilisation Date and each date during the Post-Completion Period.
 
 
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(b)
When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.
 
14.31
Legal qualifications
 
The representations and warranties set out in Clauses 14.4 (Legal validity), 14.5(a) (Non-conflict), 14.12 (Pari passu ranking) and 14.25 (Jurisdiction/governing law) are made by reference to any qualifications, reservations, limitations or exceptions as to matters of law set out in the relevant legal opinions required under this Agreement.
 
15.
INFORMATION COVENANTS
 
15.1
Financial statements
 
 
(a)
The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), its audited financial statements for each of its financial years ending after the date of this Agreement.
 
 
(b)
The Owner shall procure that the Sponsor shall supply to the Facility Agent its audited consolidated financial statements for each of its financial years ending after the date of this Agreement.
 
 
(c)
The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), its interim unaudited financial statements for each quarter of each financial year ending after the date of this Agreement.
 
 
(d)
The Owner shall procure that the Sponsor shall supply to the Facility Agent its interim unaudited financial statements for each quarter of each financial year ending after the date of this Agreement.
 
 
(e)
All audited financial statements of the Owner and consolidated financial statements of the Sponsor must be supplied as soon as they are available and in any event within 150 days of the end of the relevant financial period and all unaudited financial statements for each quarter must be supplied as soon as they are available and in any event within 60 days of the end of each relevant financial period.
 
15.2
Form of financial statements
 
 
(a)
The Owner must ensure that each set of financial statements supplied under Clause 15.1 of this Agreement fairly represents the relevant parties financial condition as at the date to which those financial statements were drawn up.
 
 
(b)
The Owner must notify the Facility Agent of any change to the basis on which the audited financial statements are prepared.
 
 
(c)
If requested by the Facility Agent, the Owner must supply or procure that the following are supplied to the Facility Agent:
 
 
(i)
a full description of any change notified under paragraph (b) above; and
 
 
(ii)
sufficient information to enable the Facility Agent to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited financial statements delivered to the Facility Agent under this Agreement.
 
 
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(d)
If requested by the Facility Agent, the Owner must enter into discussions for a period of not more than 30 days with a view to agreeing to any amendments required to be made to this Agreement to place the Facility Agent in the same position as it would have been in if the change had not happened.
 
 
(e)
If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Owner shall ensure that its auditors or, as the case may be, the Owner specifies those amendments; the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties.
 
15.3
Annual Budget and reports
 
 
(a)
The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), a draft Annual Budget for each financial year within 14 days of its approval by the board of directors of the Owner and at least one month prior to the start of the relevant financial year, such budget to be considered and, if agreed by the Majority Lenders, approved in writing by the Facility Agent (acting reasonably) within 21 days of receipt following which the draft Annual Budget shall become the Annual Budget for the purposes of this Agreement.  For this purpose if any Lender fails to respond to a request to agree any such draft within 21 days it shall be deemed to have approved it.
 
 
(b)
In the event any draft Annual Budget is not approved by the Facility Agent, the Facility Agent and the Owner shall consult and agree a revised Annual Budget.  If a revised Annual Budget is not agreed within 30 days, the Facility Agent (acting on the instructions of the Majority Lenders) and the Owner shall agree to appoint a suitable expert to resolve any disputes they may have in respect of the Annual Budget.  If the Facility Agent and Owner can not agree on an expert, the Facility Agent will apply to the London Maritime Arbitrators Association and the President of the London Marine Arbitrators Association shall appoint an expert on their behalf.  In each case, the written determination of such expert in respect of any dispute, addressed to the Facility Agent and the Owner, shall (except in the case of manifest error) be final and binding.
 
 
(c)
Until a revised Annual Budget has been agreed between the Owner and the Facility Agent in accordance with this Clause 15.3, the amount of any Earnings to be transferred from the Proceeds Account to the Operating Expenses Account or, as the case may be, the CAPEX Account shall continue on the basis of the current (or, as the case may be, immediately previous) Annual Budget.
 
 
(d)
The Owner must promptly supply to the Technical Adviser, in electronic form by email attachment or hard copy, quarterly (or if the Facility Agent decides, in consultation with the Owner, that a monthly report is needed, monthly) technical reports (in the Pre-Completion Period) and quarterly operating reports (in the Post-Completion Period) in form and substance satisfactory to the Technical Adviser together with all such other information and documents which the Technical Adviser reasonably requires to perform its Workscope and its obligations under the Technical Proposal.
 
 
(e)
The Owner must procure that the Builder will give the Technical Adviser access to perform periodic visits to the premises of the Builder and the Builder’s subcontractors in order to monitor the construction of the Vessel and the materials and components to be used in the construction of the Vessel and that the Builder, the Manager and the Classification Society will provide the Technical Adviser with all such other information and documents which the Technical Adviser reasonably requires to perform its Workscope and its obligations under the Technical Proposal.
 
 
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15.4
Access to Books and Records
 
Upon the request of the Facility Agent, the Owner shall provide the Facility Agent and any of its representatives and professional advisers with access to, and permit inspection of, its books and records, in each case at reasonable times and upon reasonable notice.
 
15.5
Information – miscellaneous
 
The Owner must supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), subject to any duty of confidentiality which it may have to third parties (whom it will promptly approach in order to seek any necessary consents where applicable):
 
 
(a)
copies of all documents despatched by it to its creditors (other than trade creditors) generally or any class of them at the same time as they are despatched;
 
 
(b)
copies of all reports provided to the Owner by the Manager pursuant to the Management Agreement, in each case, within five (5) Business Days of receipt of such report by the Owner and if, in the opinion of the Facility Agent (acting reasonably), any additional technical report is necessary, the Owner will procure such report;
 
 
(c)
as soon as reasonably practicable on becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, pending or, to the best of its knowledge and belief, threatened against it and which, in each case, would have a Material Adverse Effect (in the opinion of the Facility Agent acting on the instructions of the Majority Lenders);
 
 
(d)
as soon as reasonably practicable on request, such further information, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), regarding the financial condition and operations of the Owner or regarding any matter relevant to, or to any provision of, a Finance Document as the Facility Agent may reasonably request;
 
 
(e)
as soon as reasonably practicable on becoming aware of them, details of any event or circumstance which is a Force Majeure Event;
 
 
(f)
promptly on becoming aware of them, details of any event which has a Material Adverse Effect;
 
 
(g)
as soon as they are available, copies of any notice of default, termination, material dispute or claim (including notices provided by the Charterer under the terms of a Drilling Charter) made against it under the Shipbuilding Contract, the Drilling Charter, any Refund Guarantee or under the Owner’s Shipbuilding Contract Guarantee or affecting the Vessel together with details of any action it proposes to take in relation to the same and notice of any charterhire reduction or proposed charterhire reduction under the terms of a Drilling Charter;
 
 
(h)
as soon as they are available, copies of any notice of default, termination or material claim made against it under the Management Agreement together with details of any action it proposes to take in relation to the same and, upon becoming aware of the same, notification of any strikes or industrial action taken or proposed to be taken by the Manager or its employees, subcontractors or personnel from time to time which has or may reasonably be expected to have a Material Adverse Effect;
 
 
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(i)
promptly on becoming aware of them, details of any damage to or destruction of the Vessel or any breakdown of any part of the Vessel, where the cost of repair or reinstatement is likely to exceed US$10,000,000 or where the cumulative cost of repair or reinstatement of damage to or destruction of the Vessel during the previous six months is likely to exceed US$10,000,000;
 
 
(j)
promptly on becoming aware of them, details of any proposal for an amendment or waiver of a Related Contract other than amendments or waivers of an administrative or non-material nature; and
 
 
(k)
upon request by the Facility Agent, copies of all Transaction Authorisations (if any) obtained by it.
 
15.6
Pre-Completion period
 
 
(a)
The Owner must promptly supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders) any reports received in relation to the construction of the Vessel provided by the Builder pursuant to Article IV paragraph 7 of the Shipbuilding Contract.
 
 
(b)
The Owner must promptly, upon the earlier of (i) becoming aware of the same and (ii) the time when a prudent owner ought reasonably to have become aware of the same, notify the Facility Agent of:
 
 
(i)
any breach (or attempted breach) of safety or security at the premises of the Builder which has a Material Adverse Effect;
 
 
(ii)
any material claim it may have under any indemnity or provision for any Liquidated Damages Payments under the Shipbuilding Contract;
 
 
(iii)
any reduction in hire payable under a Drilling Charter on account of a delay in delivery of the Vessel to the Charterer; and
 
 
(iv)
any change or further change to the Scheduled Delivery Date.
 
15.7
Notification of Default
 
Unless the Facility Agent has already been so notified, the Owner must notify the Facility Agent of any Default, Potential Mandatory Prepayment Event or Mandatory Prepayment Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
 
15.8
Year end
 
The Owner must not change its accounting period or auditors except with the consent of the Facility Agent (acting in accordance with the instructions of the Majority Lenders) which shall not be unreasonably withheld or delayed.
 
 
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15.9
Information provided to be accurate
 
 
(a)
All financial and other information provided by the Owner under or in connection with any Finance Document at the time when given will be true and not misleading in any material respect and will not omit any material fact.
 
 
(b)
All financial and other information provided by third parties on behalf of the Owner under or in connection with any Finance Document at the time when given will, to the best of the Owner’s knowledge and belief, be true and not misleading in any material respect and will not omit any material fact.
 
15.10
Charter Termination Events
 
At all times during the Post-Completion Period, the Owner shall (and shall procure that the Sponsor shall) promptly advise the Facility Agent of any Charter Termination Event of which it or they become aware.
 
15.11
Calculation Certificate
 
 
(a)
At least 15 Business Days prior to each Repayment Date, the Owner shall deliver a duly completed Calculation Certificate to the Facility Agent signed by two of its authorised signatories on its behalf:
 
 
(i)
setting out the Debt Service Cover Ratio for the most recent Calculation Period; and
 
 
(ii)
certifying no Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or, if a Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding, specifying the Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event outstanding and the steps, if any, being taken to remedy it.
 
 
(b)
Within seven Business Days of receiving a Calculation Certificate, the Facility Agent must notify the Owner whether it agrees with the Debt Service Cover Ratio calculation set out in that Calculation Certificate, otherwise the Facility Agent will be deemed to have accepted such Debt Service Cover Ratio calculation.
 
 
(c)
If the Facility Agent does not agree with the Debt Service Cover Ratio calculation set out in a Calculation Certificate, the Facility Agent and the Owner shall consult, in good faith, to agree the Debt Service Cover Ratio calculation as soon as possible.  If the Debt Service Cover Ratio is not agreed within ten Business Days of notification by the Facility Agent under paragraph (b) above, the matter will be referred to the Owner’s auditor whose written determination, addressed to the Facility Agent and the Owner, shall (except in the case of manifest error) be final and binding.
 
15.12
Know your customer requirements
 
 
(a)
The Owner must promptly on the request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements.
 
 
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(b)
Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all know your customer requirements.
 
16.
GENERAL COVENANTS
 
16.1
General
 
The Owner agrees to be bound by the covenants set out in this Clause 16.
 
16.2
Authorisations
 
The Owner must promptly:
 
 
(a)
obtain, maintain and comply with the terms; and
 
 
(b)
supply certified copies to the Facility Agent,
 
of any authorisation required under any Applicable Law to enable it to perform its obligations under, or for the validity, enforceability or admissibility in evidence of, any Finance Document.
 
16.3
Compliance with laws
 
The Owner must comply, and the Owner must procure that the Manager complies, in all material respects with all Applicable Laws to which it is subject.
 
16.4
Pari passu ranking
 
The Owner must ensure that its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.
 
16.5
Disposals
 
 
(a)
The Owner must not (other than insofar as the same may be created or effected under the Finance Documents), either in a single transaction or in a series of transactions and whether related or not:
 
 
(i)
sell, transfer or otherwise dispose of all or a substantial part of its assets;
 
 
(ii)
sell, transfer or otherwise dispose of any of its receivables on recourse terms;
 
 
(iii)
enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
 
 
(iv)
enter into any other preferential arrangement having a similar effect,
 
in circumstances where the transaction might have a Material Adverse Effect.
 
 
(b)
Paragraph (a) does not apply to any disposal:
 
 
(i)
made in the ordinary course of trading on arm’s length terms;
 
 
(ii)
of obsolete assets; or
 
 
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(iii)
of assets (other than the Vessel) in exchange for other assets comparable or superior as to type, value and quality.
 
16.6
Security Interests
 
The Owner must not create or permit to subsist any Security Interest over any of its assets other than Permitted Liens.
 
16.7
No other business assets or Financial Indebtedness
 
The Owner must not:
 
 
(a)
engage in any business other than the direct ownership, operation and chartering of the Vessel or any business incidental thereto;
 
 
(b)
cease to carry on its business;
 
 
(c)
own or acquire any asset other than the Vessel or any asset incidental to the ownership, operation and chartering of the Vessel; or
 
 
(d)
incur any Financial Indebtedness other than:
 
 
(i)
Financial Indebtedness incurred or permitted under the Finance Documents;
 
 
(ii)
any Financial Indebtedness by way of borrowing from the Sponsor for the purpose only of posting any cash collateral which the Owner may from time to time be required to post under any of the Swap Agreements provided that any such Financial Indebtedness is fully subordinated to the rights and interests of the Finance Parties under the Finance Documents; or
 
 
(iii)
any Financial Indebtedness otherwise approved by the Facility Agent (acting on the instructions of the Majority Lenders).
 
16.8
Distributions
 
The Owner shall not make any Distributions.
 
16.9
Place of business
 
The Owner must maintain its registered office in the Marshall Islands and keep its corporate documents at either its registered office or at the offices of its officers and will not voluntarily establish, or do anything as a result of which it would be deemed to have voluntarily established, a place of business in any country other than the Marshall Islands.
 
16.10
Mergers, guarantees and loans
 
 
(a)
The Owner shall not enter into any amalgamation, demerger, merger or reconstruction that might have a Material Adverse Effect.
 
 
(b)
Save in the ordinary course of business, the Owner must not incur or allow to be outstanding any guarantee (including an indemnity or other assurance against loss) (a Relevant Guarantee) by it in respect of any person and any Relevant Guarantee which would otherwise be permitted under this paragraph (b) will not be permitted if the Owner’s obligations under the Relevant Guarantee are secured by any of the Security Assets (save to the extent such security constitutes a Permitted Lien).
 
 
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(c)
The Owner must not be the creditor in respect of Financial Indebtedness other than:
 
 
(i)
advances to crew;
 
 
(ii)
in connection with any spares or pooling arrangements (approved by the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)) or sale of equipment relating to the Vessel entered into by the Owner in the ordinary course of its business;
 
 
(iii)
deposits placed with banks or the providers of goods and services entered into by the Owner in the ordinary course of its business; or
 
 
(iv)
pursuant to its obligations to a Swap Bank under a Swap Agreement.
 
 
(d)
The Owner must not create any Subsidiary.
 
16.11
Security
 
The Owner:
 
 
(a)
without prejudice to Clause 16.12(a), shall procure that the Mortgage and any other security conferred by it under any Security Document is registered as a first priority interest with the relevant authorities within the period prescribed by Applicable Law and is maintained and perfected with the relevant authorities;
 
 
(b)
shall at its own cost do all that it can to ensure that any Finance Document validly creates the obligations and Security Interests which it purports to create; and
 
 
(c)
without limiting the generality of paragraph (a) above, shall at its own cost promptly register, file, record or enrol any Finance Document with any relevant court or authority, pay any stamp, registration or similar tax payable in respect of any Finance Document, give any notice or take any other step which, in the reasonable opinion of the Facility Agent, is or has become necessary for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.
 
16.12
Registration of the Vessel
 
The Owner shall, and shall procure that the Manager shall:
 
 
(a)
procure and maintain, with effect from the Delivery Date, the valid and effective provisional registration of the vessel and, within six (6) months, of the Delivery Date, the valid and effective permanent registration of the Vessel under the flag of Malta or such other flag as is satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders (acting in good faith but otherwise in their absolute discretion)), and shall ensure nothing is done or omitted by the Owner and shall use reasonable endeavours to ensure that nothing is done or omitted to be done by any third party by which the registration of the Vessel would or might be defeated or imperilled;
 
 
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(b)
not change the name or port of registration of the Vessel without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders) (such consent not to be unreasonably withheld or delayed); and
 
 
(c)
ensure that the Vessel complies in all respects with Applicable Laws from time to time applicable to vessels registered under the laws and flag of Malta or such other flag (an Alternative Flag) under which the Vessel may be registered from time to time in accordance with this Agreement, provided that if at any time an Alternative Flag is not a signatory to all International Maritime Organization Assembly resolutions and regulations to which Malta is a signatory, then the Owner shall ensure, and shall procure that the Manager ensures, that the Alternative Flag issues a certificate of equivalency of the Vessel in respect of each such International Maritime Organization Assembly resolution and regulation.
 
16.13
Classification, maintenance and repair
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date:
 
 
(a)
maintain and preserve the Vessel in good working order and repair (ordinary wear and tear excepted), seaworthy, in efficient operating condition and, in any event, to a standard at least equivalent to vessels managed and/or operated by the Manager and the Sponsor’s group and the recommendations of the Builder;
 
 
(b)
ensure that the Vessel is surveyed from time to time as required by the Classification Society in which the Vessel is entered at that time;
 
 
(c)
maintain the highest classification of the Vessel with the Classification Society or, if such classification is not available, with the highest equivalent classification in another internationally recognised classification society of like standing acceptable to the Facility Agent (acting on the instructions of the Majority Lenders), free of all overdue requirements and overdue recommendations of that classification society or register;
 
 
(d)
maintain and keep up to date the Technical Records in English and in compliance with all Applicable Laws relating to the Vessel and the requirements of the Classification Society;
 
 
(e)
maintain and keep the Software Records up to date;
 
 
(f)
comply in all material respects with all Software Licences and use its best endeavours to procure that all Software Licenses are capable of assignment;
 
 
(g)
procure that all repairs to or replacement of any damaged, worn or lost parts or equipment shall be effected in such manner (both as regards workmanship and quality of materials) as not to materially diminish the value of the Vessel or cause damage to the Environment;
 
 
(h)
not remove any material part of the Vessel, any part or any other material item of equipment installed on the Vessel unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Finance Parties, and becomes on installation on the Vessel the property of the Owner and subject to the security constituted by the relevant Security Document(s) provided that, for the avoidance of doubt, the Owner may install and remove equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel or the Environment and does not affect the class, flag or custody transfer certification; and
 
 
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(i)
without prejudice to paragraph (h) not without prior written consent of the Facility Agent not to be unreasonably withheld (acting on the instructions of the Majority Lenders), cause or permit to be made any substantial change in the structure, machinery, equipment, control systems, type or performance characteristics of the Vessel other than modifications required by the Classification Society or Applicable Law.
 
16.14
Lawful and safe operation
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date:
 
 
(a)
operate the Vessel and cause the Vessel to be operated in a manner consistent in all material respects with any Applicable Law;
 
 
(b)
not cause or permit the Vessel to trade with, or within the territorial waters of, any country in which her safety may be imperilled by exposure to terrorism;
 
 
(c)
not cause or permit the Vessel to be employed in any manner which will or may give rise to any reasonable degree of likelihood that the Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;
 
 
(d)
not cause or permit the Vessel to be employed in any trade or business which is forbidden by Applicable Law or is illicit or in carrying goods which are illicit or prohibited under any Applicable Law;
 
 
(e)
in the event of hostilities in any part of the world (whether war be declared or not) not cause or permit the Vessel to be carrying any contraband goods and/or trading in any zone after it has been declared a war zone by any authority or by any of the Vessel’s war risks Insurers unless the Vessel’s Insurers shall have confirmed to the Owner that the Vessel is held covered under the Obligatory Insurances or under a government scheme that gives comparable protection for the voyage(s) in question; and
 
 
(f)
not charter the Vessel with any foreign country or national of any foreign country which is the subject of sanctions imposed by the United Nations or is specified by legislation or regulations of the flag state under which the Vessel is registered and such that, if the earnings or any part of the earnings were derived from such charter, that fact would render any Finance Document or the security conferred by the Security Documents unlawful.
 
16.15
Repair of the Vessel
 
Save in circumstances where the Insurers have agreed to cover the cost of the work or where the Owner has demonstrated to the satisfaction of the Facility Agent that adequate reserves or security are at the relevant time maintained or provided for, the Owner shall not, and shall procure that the Manager shall not, at any time after the Delivery Date put the Vessel into the possession of any person for the purpose of work being done upon her beyond the amount of US$15,000,000 or equivalent), other than for classification or scheduled dry docking, unless such person shall have given an undertaking to the Facility Agent not to exercise any lien on the Vessel or Obligatory Insurances for the cost of that work or otherwise.
 
 
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16.16
Arrests and Liabilities
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date:
 
 
(a)
pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens (other than Permitted Liens) on or claims enforceable against the Vessel and take all reasonable steps to prevent a threatened arrest of the Vessel;
 
 
(b)
notify the Facility Agent promptly in writing of the levy or other distress on the Vessel or its arrest, detention, seizure, condemnation as prize, compulsory acquisition or requisition for title or use and (save in the case of compulsory acquisition or requisition for title or use or any other event that would, with the passage of time, constitute a Total Loss of the Vessel) obtain the release of the Vessel within twenty-one (21) days;
 
 
(c)
pay and discharge when due all dues, taxes, assessments, governmental charges, fines and penalties lawfully imposed on or in respect of the Vessel or the Owner except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute has been obtained by the Owner from underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)) and provided that the continued existence of such dues, taxes, assessments, governmental charges, fines or penalties does not give rise to any reasonable degree of likelihood that the Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize; and
 
 
(d)
pay and discharge all other obligations and liabilities whatsoever in respect of the Vessel and the Obligatory Insurances except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute has been obtained by the Owner from underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)) and provided that the continued existence of those obligations and liabilities in respect of the Vessel and the Obligatory Insurances does not give rise to any reasonable degree of likelihood that the Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize and provided always that the Vessel remains properly managed and insured at all times in accordance with the terms of this Agreement.
 
16.17
Related Contracts
 
The Owner shall:
 
 
(a)
exercise its rights and comply with its material obligations under each Finance Document and Related Contract to which it is a party;
 
 
(b)
not without the consent of the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably):
 
 
(i)
make or enter into (and shall procure that the Sponsor and the Manager shall not make or enter into) any amendments, changes or variations to, or assign, transfer, terminate, suspend or abandon any of the Related Contracts (and to the extent necessary it will withhold its consent to any such amendment, assignment, transfer, termination, suspension or abandonment) other than an amendment, change or variation of a non-material or administrative nature (and, for the avoidance of doubt, any amendments, changes or variations to the Shipbuilding Contract which would or may delay the Delivery Date by 3 months or more would in all cases be deemed a “material” amendment, change or variation);
 
 
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(ii)
take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which a reasonable shipowner in the position of the Owner could reasonably be expected to know should be taken or entered into which, in any such case, would cause any Related Contract to be terminated or to cease to remain in full force and effect and shall use all reasonable endeavours to procure that each other party to any Related Contract does not take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or could reasonably be expected to, cause any Related Contract to cease to remain in full force and effect;
 
 
(iii)
release the Builder or the Charterer from any of its material obligations under the Shipbuilding Contract or the Drilling Charter, as the case may be; or
 
 
(iv)
permit (and will procure that no Other Owner shall permit) any amendments, changes or variations to, or assignments, transfers, termination, suspension or abandonment of any of the Other Shipbuilding Contract (and to the extent necessary it will procure the Other Owner will withhold its or their consent to any such amendment, change, variation, assignment, transfer, termination, suspension or abandonment) other than an amendment of a non-material or administrative nature; and
 
 
(c)
not exercise its rights under Article I paragraph 5 of the Shipbuilding Contract to approve any relevant subcontractor under the Shipbuilding Contract without the Facility Agent’s (acting on the instructions of the Majority Lenders) prior written consent.
 
16.18
Environment
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date:
 
 
(a)
comply in all material respects with all applicable Environmental Laws and Environmental Approvals including, without limitation, requirements relating to the establishment of financial responsibility (and shall require that all Environmental Affiliates of the Owner comply in all material respects with all applicable Environmental Laws and obtain and comply with all required Environmental Approvals, insofar as such Environmental Laws and Environmental Approvals relate to the Vessel or her operation or her carriage of cargo);
 
 
(b)
comply in all material respects with its obligations under and in accordance with health and safety requirements of a Drilling Charter; and
 
 
(c)
promptly upon becoming aware notify the Facility Agent of:
 
 
(i)
any Environmental Claim in excess of US$2,500,000 which is current or, to its knowledge, pending or threatened against it or any Environmental Affiliate relating to the Vessel or her operation or her carriage of cargo; or
 
 
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(ii)
any fact or circumstances reasonably likely to give rise to an Environmental Claim in excess of US$2,500,000 against it or any Environmental Affiliate relating to the Vessel or her operation or her carriage of cargo; or
 
 
(iii)
any suspension, revocation or modification of any Environmental Approval obtained by the Owner, the Manager or the Charterer relating to the Vessel or her operation or her carriage of cargo; or
 
 
(iv)
any Release of Hazardous Materials by or in respect of the Vessel or caused by the Vessel or its operations which could lead to an Environmental Claim in excess of US$250,000,
 
and in each case such notification shall take the form of a certificate of an officer of the Owner or of the Owner’s agents specifying in reasonable detail the nature of the event or circumstances.
 
16.19
Information regarding the Vessel
 
 
(a)
The Owner shall upon becoming aware of the same, and shall procure that the Manager shall upon the earlier of (i) becoming aware of the same and (ii) the time when a prudent manager ought reasonably to have become aware of the same, at all times after the Delivery Date:
 
 
(i)
promptly notify the Facility Agent of the occurrence of any accident, casualty or other event which has caused or resulted in or may cause or result in the Vessel being or becoming a Total Loss;
 
 
(ii)
promptly notify the Facility Agent of any requirement or recommendation made by any Insurer or the Classification Society or by any competent authority which is not complied with in a timely manner, disregarding any matter which cannot reasonably be considered to be material;
 
 
(iii)
promptly notify the Facility Agent of any intended dry-docking of the Vessel (whether routine or otherwise);
 
 
(iv)
promptly notify the Facility Agent of any claim for a material breach of the ISM Code being made in connection with the Vessel or its operation;
 
 
(v)
promptly notify the Facility Agent of any claim for a material breach of the ISPS Code being made in connection with the Vessel or its operation;
 
 
(vi)
give to the Facility Agent from time to time on request such information, in electronic form by email attachments or hard copy, as the Facility Agent may reasonably require regarding the Vessel, its employment, position and engagements or regarding the Obligatory Insurances;
 
 
(vii)
provide the Facility Agent with copies of the classification certificate of the Vessel and of all periodic damage or survey reports on the Vessel which the Facility Agent may reasonably request;
 
 
(viii)
promptly notify the Facility Agent when a condition of class is applied by the Classification Society;
 
 
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(ix)
promptly notify the Facility Agent if the Vessel is detained by any port, governmental or quasi-governmental authority;
 
 
(x)
promptly notify the Facility Agent if the flag state or the Classification Society refuse to issue or withdraw any trading certification;
 
 
(xi)
promptly notify the Facility Agent of any fire on board the Vessel which requires the use of fixed fire systems;
 
 
(xii)
promptly notify the Facility Agent of any collision or grounding of the Vessel;
 
 
(xiii)
promptly notify the Facility Agent if the Vessel is taken under tow other than in respect of the routine operation of the Vessel;
 
 
(xiv)
promptly notify the Facility Agent of any death or serious injury to any person which occurs on board the Vessel;
 
 
(xv)
subject to any applicable restriction under a Drilling Charter give to the Facility Agent and its duly authorised representatives (at their own risk and expense) reasonable access to the Vessel but without interruption to her use or operation for the purpose of conducting on board inspections and/or surveys of the Vessel and the Technical Records;
 
 
(xvi)
if the Facility Agent reasonably believes an Event of Default may have occurred and is continuing, procure that the Facility Agent and its duly authorised representatives shall upon request be granted the right to inspect the records kept in respect of the Vessel by the Classification Society; and
 
 
(xvii)
if the Facility Agent reasonably believes an Event of Default may have occurred and is continuing, furnish to the Facility Agent from time to time upon reasonable request certified copies of the ship’s log in respect of the Vessel.
 
 
(b)
The Owner shall, upon becoming aware of the same, during the Pre-Delivery Period, notify the Facility Agent of any accident, casualty or other event which has caused or resulted in or may cause or result in the Vessel as it is then constructed becoming a Total Loss or being reasonably considered as beyond economic repair.
 
16.20
Management
 
The Owner shall procure at all times after the Delivery Date that the Vessel is managed by the Manager (except with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)).
 
16.21
Proceeds from sale or Total Loss of the Vessel
 
 
(a)
The Owner shall procure that the proceeds from a sale or Total Loss of the Vessel (and during the Pre-Delivery Period, any proceeds from the Vessel under construction or buyer’s supplies being deemed a total loss or being reasonably considered beyond economic repair) shall promptly upon receipt by the Owner be paid to the Security Trustee for application in accordance with clause 10 of the DPP.
 
 
(b)
For so long as the Owner holds any such proceeds as referred to in paragraph (a), it shall do so on trust for the Security Trustee.
 
 
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(c)
The Owner will not sell or agree to sell the Vessel and will procure that the Sister Owner will not sell or agree to sell the Sister Vessel unless the Owner can demonstrate to the Facility Agent to its satisfaction that:
 
 
(i)
the Owner will upon such sale have sufficient funds to repay the Loans in full and all other amounts outstanding hereunder in the case of the sale of the Vessel or under Clause 6.3 (Mandatory prepayment amount – Sister Vessel) in the case of a sale of the Sister Vessel; and
 
 
(ii)
in the case of the Sister Vessel, the Owner will upon such sale be in compliance with the Leverage Ratio.
 
16.22
Charters
 
 
(a)
The Owner shall not let the Vessel on demise, time, consecutive voyage or voyage charter for any period or to any person other than to a Charterer under a time charter party (a Drilling Charter) in terms satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) with an Approved Charterer and with an Approved Rate.
 
For the purposes of this paragraph (a):
 
Approved Charterer means any counterparty approved by the Facility Agent (acting on the instructions of all of the Lenders) and which, unless otherwise agreed by the Facility Agent (acting on the instructions of all of the Lenders), is not on negative watch and has (or who provides a Charterer Parent Guarantee by its Holding Company which is not on negative watch and which has) a rating of BBB or higher from Moody’s or a rating of Baa3 or higher from S&P;
 
Approved Rate means a time charter party in respect of which:
 
 
(i)
for a time charter period of 2 years or more (but less than 3 years), the daily rate on its own results in a minimum annual projected Net Cash Flow of US$116,000,000 and the minimum daily rate is US$545,000;
 
 
(ii)
for a time charter period of 3 years or more (but less than 5 years), the daily rate on its own results in a minimum annual projected Net Cash Flow of US$129,000,000 and the minimum daily rate is US$550,000; or
 
 
(iii)
for a time charter period of 5 years or more, the daily rate on its own results in a minimum annual projected Net Cash Flow of US$116,000,000 and the minimum daily rate is US$510,000.
 
and the amount projected to be the Net Cash Flow will be as estimated by the Owner and the Manager and approved by the Facility Agent.
 
 
(b)
The Owner shall procure that at the same time as entering into any Drilling Charter it shall:
 
 
(i)
enter into a deed of assignment of time charter and earnings on terms substantially in the form of the Charter Assignment (and shall procure that any notices and acknowledgements thereto are duly executed by the relevant parties to them) and enter into and shall procure that the relevant Charterer shall enter into a Charterer Direct Agreement; and
 
 
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(ii)
provide a tax opinion from its tax advisers (which may be disclosed to the Finance Parties) in respect of potential withholding and income tax payable under the Transaction Documents in form and substance satisfactory to each of the Finance Parties.
 
 
(c)
The Owner shall, at least twelve (12) months prior to the expiry date (howsoever described) of any Drilling Charter:
 
 
(i)
procure that a replacement Drilling Charter is entered into having a minimum term (excluding any optional extensions) of 2 years;
 
 
(ii)
execute a deed of assignment of time charter and earnings in substantially the same form as the Charter Assignment and shall procure that any notices and acknowledgements thereto are duly executed by the relevant parties to them and that it and any replacement charterer shall execute a Charterer Direct Agreement; and
 
 
(iii)
provide an updated tax opinion from its tax advisers (which may be disclosed to the Finance Parties) in respect of potential withholding and income tax payable under the Transaction Documents in form and substance satisfactory to each of the Finance Parties.
 
 
(d)
The Owner shall not:
 
 
(i)
allow the Vessel to be sub-chartered by any Charterer without the consent of the Facility Agent not to be unreasonably withheld (acting on the instructions of the Majority Lenders); or
 
 
(ii)
permit any transfer of Charterer’s rights and obligations under a Drilling Charter without the prior written consent of the Facility Agent (acting on the instructions of all of the Lenders).
 
16.23
Breach or Termination of Drilling Charter or Management Agreement
 
 
(a)
In the event of the occurrence at any time during the Post-Completion Period of (i) one of the events described in Clauses 6.2(e) or 6.2(f) which would otherwise give rise to an immediate Mandatory Prepayment Event or (ii) an Event of Default set out in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings),  18.8 (Creditors’ process), 18.9 (Cessation of business), 18.10 (Failure to pay final judgment) and 18.11 (Material adverse change) in respect of the Charterer or the Manager only, then, subject to the conditions set out in Clause 16.23(b) below, no Mandatory Prepayment Event or Event of Default shall immediately arise and the Owner shall have the opportunity to cure the relevant default, breach or event (including by proposing a substitute charterer or manager) for a period of three (3) months from the date the relevant event or Event or Default occurs or, if later, the date that a prudent owner could reasonably be expected to have become aware of the occurrence of the relevant event or Event of Default (provided always that for the purposes of this paragraph (a), the Owner shall in any event be deemed to have become aware of the relevant event or Event of Default within thirty (30) days of the occurrence of such event or Event of Default) (the Cure Period);
 
 
(b)
The right of the Owner to effect a cure and the postponement of the relevant Mandatory Prepayment Event or Event of Default (as the case may be) pursuant to Clause 16.23(a) above shall be available only if:
 
 
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(i)
there is no other Default existing at the time when the relevant event or Event of Default referred to in Clause 16.23(a) arises and no such other Default occurs at any time during the Cure Period; and
 
 
(ii)
any substitute charterer or manager and/or substitute charter or management agreement proposed by the Owner as the means of effecting a cure satisfies the terms and conditions of Clause 16.22 (in the case of a substitute charterer and/or charter) and the terms and conditions of Clause 16.24 (in the case of a substitute manager and/or management agreement); and
 
 
(iii)
the Owner procures that on the earlier of (i) the time at which Owner becomes aware of the occurrence of an Event of Default or the relevant event, or (ii) 30 days after the occurrence of an Event of Default or the relevant event referred to in Clause 16.23(a), there is deposited into the Debt Service Reserve Account such additional amount as will ensure that the balance standing to the credit of the Debt Service Reserve Account following such deposit is equal to at least the amount required to pay the aggregate amount of interest and principal repayments accruing under this Agreement during the period of nine (9) months following the date of such deposit. The Owner shall not be entitled to use any funds then standing to the credit of any of the Accounts to effect such deposit.
 
 
(c)
If the Owner proposes to enter into a substitute charter or substitute management agreement, the Owner shall, in relation to a substitute charter, comply fully with all of the provisions of Clause 16.22 and, in relation to a substitute management agreement, the Owner shall, upon the execution of the substitute management agreement, execute a security assignment of such substitute management agreement together with all notices and acknowledgements thereto all in the same form (mutatis mutandis) as the then existing security over the Management Agreement or otherwise in form and substance satisfactory to the Majority Lenders.
 
 
(d)
For the avoidance of doubt, should any of the conditions set out in Clause 16.23(b) not be, or cease to be, met, or should the Owner not effect a cure of the relevant breach, default or event within the Cure Period, the relevant Mandatory Prepayment Event or, as the case may be, Event of Default shall immediately arise and the Finance Parties shall be all of the rights flowing therefrom.
 
 
(e)
If the Owner effects a cure of the relevant breach, Event of Default or other event within the Cure Period pursuant to this Clause 16.23, the Owner may withdraw any such additional amount deposited into the Debt Service Reserve Account in accordance with Clause 16.23(b)(iii).
 
16.24
Management Agreement
 
The Owner shall ensure that the Management Agreement in respect of the Vessel remains in full force and effect until the Final Maturity Date with the Manager or such other counterparty approved by the Facility Agent (acting on the instructions of the Majority Lenders). The Management Agreement shall contain provisions obliging the Manager to supervise the construction of the Vessel on behalf of the Owner.
 
16.25
ISM Code
 
The Owner shall, and shall procure that the Manager shall:
 
 
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(a)
at all times after the Delivery Date comply, and be responsible for compliance by itself and by the Vessel, with the mandatory requirements of the ISM Code;
 
 
(b)
at all times after the Delivery Date ensure that the Vessel has a valid Safety Management Certificate (or, following delivery until a final certificate is issued, a valid interim Safety Management Certificate) which is held on board the Vessel and that the Manager holds a valid Document of Compliance for the Vessel, a copy of which is held on board the Vessel;
 
 
(c)
promptly notify the Facility Agent of any actual or, upon becoming aware of the same, threatened withdrawal of an applicable Safety Management Certificate or Document of Compliance;
 
 
(d)
promptly notify the Facility Agent of the identity of the person ashore designated for the purposes of paragraph 4 of the ISM Code and of any change in the identity of that person; and
 
 
(e)
promptly upon becoming aware of the same notify the Facility Agent of the occurrence of any accident or major non-conformity requiring action under the ISM Code.
 
16.26
ISPS Code
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date comply and be responsible for compliance by itself and by the Vessel with the mandatory requirements of the ISPS Code, and ensure that the Vessel has a valid International Ship Security Certificate.
 
16.27
Delivery of Vessel
 
If the Owner is required by the terms of the Shipbuilding Contract to accept delivery of the Vessel from the Builder, then the Owner will exercise all rights it has under the Drilling Charter in place at such time to require the Charterer to take delivery of the Vessel under such Drilling Charter.
 
16.28
Construction supervision
 
 
(a)
The Owner shall give to the Facility Agent and the Technical Adviser notice of any meetings of the Owner or the Owner’s representatives with the Builder or between the Owner or the Owner’s representatives and any Charterer or the Charterer’s representatives where material divergence from the Specification (as defined in the Shipbuilding Contract) is being discussed. Following any such meeting, the Owner shall notify the Facility Agent and the Technical Adviser of the outcome of such meeting. Such advance notice and notice of the outcome shall be contained in the quarterly technical reports referred to in Clause 15.3(d).
 
 
(b)
The Owner shall make reasonable efforts to obtain the Builder’s consent so that the Facility Agent (at the Facility Agent’s own risk and expense) or its representative has a right to attend, in a capacity as an observer only, the shipyard on an occasional basis and to be present at the sea trials and first drill trial of the Vessel.
 
 
(c)
The Owner will give reasonable notice to the Facility Agent of the time and location of any of the meetings, trials and voyages referred to in paragraph (b) above.
 
16.29
Construction Milestones
 
 
(a)
Project milestone for Instalment Loan 2:
 
 
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●
start of steel cutting for the Vessel
 
 
(b)
Project milestones for Instalment Loan 3:
 
 
●
start of keel laying for Vessel
 
 
(c)
Project milestones for Delivery Loan:
 
 
●
tender of Vessel for Delivery
 
16.30
Tax affairs
 
The Owner must:
 
 
(a)
promptly file all Tax reports and returns required to be filed by it in any jurisdiction; and
 
 
(b)
promptly pay all Taxes or, if any Tax is being contested in good faith and by appropriate means, ensure an adequate reserve is set aside for payment of that Tax.
 
16.31
Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date comply and be responsible for compliance by itself and by the Vessel with mandatory requirements of Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL, and ensure that the Vessel has a valid International Air Pollution Prevention Certificate.
 
16.32
Oil Pollution Act
 
For so long as the Vessel is operated in the territorial waters of the United States of America, the Owner shall and/or shall procure the Charterer shall, comply with the requirements of all mandatory United States laws, regulations and requirements (including United States Coastguard regulations applicable to the Vessel and including for the avoidance of doubt any requirement to have a valid and current Certificate of Financial Responsibility pursuant to the United States Oil Pollution Act 1990) in relation to the operation and navigation of the Vessel in force at the relevant time in the relevant area(s) of the United States of America.
 
16.33
Leverage Ratio
 
 
(a)
The Owner will not permit the Leverage Ratio from time to time to be lower than 125 per cent, such Leverage Ratio to be tested as provided in paragraph (c) below.
 
 
(b)
If on any determination date the Leverage Ratio is less than 125 per cent, the Owner will immediately following a request of the Facility Agent to do so:
 
 
(i)
prepay such amount of the Loans as will ensure that the Leverage Ratio is not less than or equal to 125 per cent; or
 
 
(ii)
provide or cause to be provided to the Facility Agent such additional funds into the Debt Service Reserve Account as is necessary to bring the Leverage Ratio equal to or not less than 125 per cent; or
 
 
(iii)
provide such additional security, in all respects satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders), such that the Leverage Ratio is not less than or equal to 125 per cent.
 
 
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For the purposes of determining the Leverage Ratio, the additional security shall have attributed to it such value as the Facility Agent (acting on the instructions of the Majority Lenders) determines or in the case of additional security constituted by cash, its full value.
 
 
(c)
The Facility Agent shall be entitled to test such Leverage Ratio as of:
 
 
(i)
the Final Completion Date;
 
 
(ii)
each anniversary thereof;
 
 
(iii)
upon the notice of the Sister Owner of its intention to sell a Vessel; and
 
 
(iv)
at any time on notice from the Facility Agent after the occurrence of a Default which is continuing.
 
 
(d)
The Owner will procure a valuation on the basis described in the definition of Market Value on or before (but dated not more than thirty (30) days prior to) the date on which Leverage Ratio is to be calculated or in the case of paragraph (c) (i) promptly on demand and provide such valuation to the Facility Agent who will verify such valuation by reference to the information provided by the Owner.
 
 
(e)
The Owner will procure in favour of the Facility Agent and the Approved Brokers, all such information, as they may reasonably (having regard to the use and operation of the Vessel) require in order to effect such valuations.
 
 
(f)
All valuations shall be at the expense of the Owner.
 
16.34
Sponsor’s shares
 
The Owner shall procure at all times during the Security Period that the shares of the Sponsor will remain listed on NASDAQ.
 
17.
INSURANCES
 
17.1
Scope of Obligatory Insurances
 
The Owner shall:
 
 
(a)
report on and monitor the Builder’s compliance with the Construction Insurances as detailed in Article XVII of the Shipbuilding Contract and report on and confirm its compliance with the terms of the Construction Insurances in respect of the Vessel and the equipment the subject of the Shipbuilding Contract and the Buyer Supplies (as such term is defined in the Shipbuilding Contract).  The Owner shall procure that its Buyer Supplies are insured for all risks of physical loss or damage as is typically insured, and that the Owner is insured for protection and indemnity risks during sea trials either under the Builder’s insurance policy or, if this is not possible, the Owner shall have protection and indemnity insurance effective from the commencement of the sea trials for an amount not less than US$300,000,000 (the amount to be reviewed and mutually agreed to be reduced if the Owners’ liability during the sea trials is less than the above amount). The Owner shall also have general third party liability insurance effective from the commencement of the sea trials for not less than US$25,000,000 to the extent such insurance policy will be available;
 
 
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(b)
at all times after the Delivery Date keep the Vessel insured in the Required Insurance Amount, with a deductible of no more than US$15,000,000, in Dollars against fire and usual marine risks (including Excess Risks), and if requested by the Facility Agent all spares, stores and other property held elsewhere than on the Vessel against all risks of physical loss or damage as is typically insured, in each case in the name of the Owner and with the interest of the Security Trustee noted as mortgagee or assignee with underwriters or insurance companies approved by the Facility Agent and (as applicable) through brokers approved by the Facility Agent (acting on the instructions of the Majority Lenders), and by policies in form and content approved by the Facility Agent (acting on the instructions of the Majority Lenders);
 
 
(c)
at all times after the Delivery Date keep the Vessel insured in at least the Required Insurance Amount in the same manner as above against war risks (including, without limitation), (a) those risks covered by the standard form of English marine policy with Institute War and Strike Clauses (Time) (1/10/83) attached or similar cover and (b) war, terrorist or similar protection and indemnity risks cover excluded from the protection and indemnity risks covered by the entry of the Vessel with the relevant protection and indemnity association by reason of any exclusion clauses contained in such entry, and all spares, stores, and other property held elsewhere than on the Vessel against, at the minimum, riots, strikes, civil commotion and terrorism, in each case either:
 
 
(i)
with underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders) and by policies in form and content approved by the Facility Agent (acting on the instructions of the Majority Lenders); or
 
 
(ii)
by entering the Vessel in an approved war risks association;
 
 
(d)
at all times after the Delivery Date keep, or procure the Charterer keeps the Vessel entered in an approved protection and indemnity association against all risks as are normally covered by such protection and indemnity association, including without limitation, pollution risks, the proportion not recoverable in case of collision under the running down clause inserted in the ordinary Hull and Machinery policies and Specialist Operations coverage, in the name of the Owner for claims which the Owner would have incurred had they been pursued against it, such cover to be for:
 
 
(i)
the higher of the minimum amount stipulated in any Drilling Charter and US$500,000,000 or such other amount of cover against P&I including pollution risks as shall at any time be comprised in the basic entry of the Vessel with either a protection and indemnity association which is a member of either the International Group of P&I Clubs (or any successor organisation designated by the Facility Agent for this purpose); or
 
 
(ii)
if the International Group or any such successor ceases to exist or ceases to provide or arrange any cover for pollution risks (or any supplemental cover for pollution risks over and above that afforded by the basic entry of the Vessel with its protection and indemnity association), such aggregate amount of cover against pollution risks as shall be generally available on the open market and by basic entry with a protection and indemnity association for ships of the same type, size, age and flag as the Vessel,
 
provided that, if the Vessel has ceased trading or is in lay up and in either case has unloaded all cargo, the level of pollution risks cover afforded by ordinary protection and indemnity cover available through a member of the International Group or such successor organisation or, as the case may be, on the open market in such circumstances shall be sufficient for such purposes;
 
 
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(e)
at all times following the Final Completion Date, maintain in full force and effect loss of hire insurance, on a daily amount fixed and agreed basis, in respect of the Vessel subject to a deductible of 45 days (or minimum deductible available by loss of hire underwriters) per incident or occurrence and for a minimum indemnity period of 180 days with underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders) in form and content approved by the Facility Agent (acting on the instructions of the Majority Lenders), provided always that the obligation of the Owner to maintain such loss of hire insurance shall cease if a prudent owner of a vessel similar to the Vessel and employed on a similar basis, acting reasonably, would consider the cost of the loss of hire insurance to be commercially unacceptable;
 
 
(f)
at all times following the Final Completion Date, if and as requested from time to time by the Facility Agent, to maintain in full force and effect insurance(s) in respect of such other matters of whatsoever nature and howsoever arising in respect of which insurance would be available to a prudent owner of the Vessel; and
 
 
(g)
comply or procure compliance with the terms and conditions of the Obligatory Insurances (including, but not limited to, making any declarations required by such insurances in order to maintain cover for operating within any waters where it is required to be located under a Drilling Charter, which declarations the Owner shall promptly copy to the Facility Agent), not do, consent to or permit any act or omissions which might invalidate or render unenforceable the whole or any part of the Insurances.
 
17.2
Mortgagee’s interest and additional perils insurances
 
The Facility Agent shall be entitled, from time to time and at the Owner’s cost and expense, to effect from the Delivery Date, maintain and renew all or any of the following insurances in the Required Insurance Amount, and on such terms, through such insurers and in such manner as the Facility Agent (acting on the instructions of the Majority Lenders) may from time to time consider appropriate:
 
 
(a)
a mortgagee’s interest marine insurance providing for the indemnification of the Finance Parties for any Losses under or in connection with any Finance Document which directly or indirectly result from loss of or damage to the Vessel or a liability of the Vessel or the Owner, being a loss or damage which is prima facie covered by an Obligatory Insurance but in respect of which there is a non-payment (or reduced payment) by the underwriters by reason of, or on the basis of any allegation concerning:
 
 
(i)
any act or omission on the part of the Owner, of any operator or manager of the Vessel or of any officer, employee or agent of the Owner or of any such person, including any breach of warranty or condition or any non-disclosure relating to such Obligatory Insurance;
 
 
(ii)
any act or omission, whether deliberate, negligent or accidental, or any knowledge or privity of the Owner or any other person referred to in subparagraph (i) above, or of any officer, employee or agent of an Owner or of such a person, including the casting away or damaging of the Vessel and/or the Vessel being unseaworthy; and/or
 
 
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(iii)
any other matter capable of being insured against under a mortgagee’s interest marine insurance policy whether or not similar to the foregoing; and
 
 
(b)
a mortgagee’s interest additional perils policy providing for the indemnification of the Finance Parties against, amongst other things, any Losses or other consequences of any Environmental Claim, including the risk of expropriation, arrest or any form of detention of the Vessel, or the imposition of any Security Interest over the Vessel and/or any other matter capable of being insured against under a mortgagee’s interest additional perils (pollution) policy whether or not similar to the foregoing.
 
17.3
Obligatory Insurances
 
Without prejudice to its obligations under Clause 17.1 (Scope of Obligatory Insurances), the Owner shall:
 
 
(a)
not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
 
 
(b)
not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances;
 
 
(c)
duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
 
 
(d)
at least 28 days before the relevant policies, contracts or entries expire, notify the Facility Agent of the names of the insurance companies and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so given;
 
 
(e)
forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
 
 
(i)
they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
 
 
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(ii)
they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
 
 
(iii)
they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
 
 
(iv)
they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
 
 
(v)
they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
 
 
(vi)
if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
 
 
(vii)
they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
 
 
(viii)
they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
 
 
(f)
not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
 
 
(g)
arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
 
 
(h)
procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance; and
 
 
(i)
in the event that the Owner receives payment of any moneys under the Delivery General Assignment in respect of Insurances, save as provided in the loss payable clauses scheduled to the Delivery General Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys shall be held in trust for the Security Trustee by the Owner.
 
17.4
Power of Facility Agent to insure
 
If the Owner fails to effect and keep in force Obligatory Insurances in accordance with this Agreement, it shall be permissible, but not obligatory, for the Facility Agent to effect and keep in force insurance or insurances, for itself or on behalf of the Security Trustee, in the amounts required under this Agreement and (in the case of Clause 17.1(d) (Scope of Obligatory Insurances) only) entries in a protection and indemnity association or club and, if it deems necessary or expedient, to insure the war risks upon the Vessel, and the Owner shall reimburse the Facility Agent for the costs of so doing.  The Facility Agent agrees to notify the Owner if it effects any such insurance or insurances in respect of the Vessel as soon as practicable and in any event no later than five Business Days after effecting such insurances.
 
 
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18.
DEFAULT
 
18.1
Events of Default
 
Each of the events or circumstances set out in this Clause 18 is an Event of Default, provided always that:
 
 
(a)
the events referred to in Clauses 18.6 to 18.11 shall not, in respect of the Builder, constitute an Event of Default if:
 
 
(i)
the relevant event is remedied to the satisfaction of the Facility Agent (acting on the instructions of the Majority Lenders) and on terms (and with replacement security) approved by the Facility Agent (acting on the Instructions of the Majority Lenders); or
 
 
(ii)
the Builder is substituted by another builder satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) and on terms (and with replacement security) approved by the Facility Agent (acting on the Instructions of the Majority Lenders),
 
in each case by a date that falls three (3) months after the occurrence of the relevant event; and
 
 
(b)
the events referred to in Clauses 18.6 to 18.11 shall not, in respect of the Charterer or Manager, constitute an Event of Default if a substitute charterer or substitute manager is appointed, or the relevant event is otherwise cured by the Owner, in accordance with Clause 16.23.
 
18.2
Non-payment
 
The Owner or the Sponsor does not pay on the due date any amount payable by it under the Finance Documents in the manner required under the Finance Documents, unless the non-payment:
 
 
(a)
is caused by technical or administrative error; and
 
 
(b)
where such payment is a scheduled payment, is remedied within one Business Day of the due date; or
 
 
(c)
where such payment is on-demand, is remedied within three Business Days of the date of demand.
 
18.3
Breach of other obligations
 
The Owner or the Sponsor does not comply with any other terms of the Finance Documents to which it is a party or the Sponsor does not comply with any of its obligations under the Finance Documents to which it is a party, unless the non-compliance:
 
 
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(a)
is capable of remedy; and
 
 
(b)
is remedied within 30 days of the earlier of the Facility Agent giving notice of the breach to the Owner and the Owner or the Sponsor, as the case may be, becoming aware of the non-compliance, save in the case of the Owner’s non-compliance with:
 
 
(i)
Clause 16.11(a) (Security), Clause 16.12(a) (Registration of the Vessel), Clauses 16.22(b) (Charters) and 16.22(c) (Charters), Clause 16.24 (Management Agreement) (save to the extent Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement) applies) or Clause 17.1 (Scope of Obligatory Insurances), for each of which the grace period for remedy shall be three days from the date  the Facility Agent gives notice of the breach to the Owner, provided always that, in respect of Clause 17.1 (Scope of Obligatory Insurances) and clause 7.14 (Financial Covenants) of the Sponsor Construction and Post-Delivery Guarantee, there shall be no grace period unless the Facility Agent (acting on the good faith and reasonable instructions of the Majority Lenders) is satisfied that the Finance Parties have neither suffered nor will, in the future, suffer any material detriment (whether financial, to their security position or otherwise howsoever) as a result of the non-compliance; or
 
 
(ii)
Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement) for which there shall be no grace period for remedy following expiry of the grace period provided in that Clause 16.23.
 
18.4
Misrepresentation
 
A representation or warranty made or repeated by the Owner or the Sponsor in any Finance Document or in any document delivered by or on behalf of the Owner or the Sponsor under any Finance Document is incorrect or misleading in any material respect when made or deemed to be repeated, unless the circumstances giving rise to the misrepresentation or breach of warranty:
 
 
(a)
are capable of remedy; and
 
 
(b)
are remedied within 14 days of the Owner or, as the case may be, the Sponsor receiving notice from the Facility Agent of the circumstances giving rise to the misrepresentation or breach of warranty.
 
18.5
Cross-default
 
 
(a)
Any Sister Event of Default occurs and is continuing; or
 
 
(b)
Any of the following occurs in respect of any of the Project Parties:
 
 
(i)
any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);
 
 
(ii)
any of its Financial Indebtedness:
 
 
(A)
becomes prematurely due and payable;
 
 
(B)
is placed on demand; or
 
 
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(C)
is capable of being declared by or on behalf of a creditor to be prematurely due and payable or of being placed on demand,
 
  in each case, as a result of an event of default or any provision having a similareffect (howsoever described) and after the expiry of any applicable grace period (if any); or
 
 
(iii)
any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default (howsoever described),
 
unless the aggregate amount of Financial Indebtedness falling within paragraphs (i) to (iii) above is less than US$2,500,000 or its equivalent in the case of the Owner or the Sponsor orUS$10,000,000 or its equivalent in the case of, the Builder, the Charterer Parent (if any) or the Charterer.
 
18.6
Insolvency
 
Any of the following occurs in respect of any of the Project Parties:
 
 
(a)
it is, or is deemed for the purposes of any relevant applicable law to be, unable to pay its debts as they fall due or insolvent;
 
 
(b)
it admits its inability to pay its debts as they fall due;
 
 
(c)
it suspends making payments on any of its debts or announces an intention to do so;
 
 
(d)
by reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling or restructuring of any of its indebtedness;
 
 
(e)
the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities); or
 
 
(f)
a moratorium is declared in respect of any of its Financial Indebtedness; or
 
 
(g)
any similar local law process not described in (a) to (f) above.
 
If a moratorium occurs in respect of any such person, the ending of the moratorium will not remedy any Event of Default caused by the moratorium.
 
18.7
Insolvency proceedings
 
 
(a)
Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project Parties:
 
 
(i)
any step is taken with a view to a moratorium, composition, assignment or similar arrangement with any of its creditors;
 
 
(ii)
a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution to petition for or to file documents with a court or any registrar for its winding-up, administration or dissolution or any such resolution is passed;
 
 
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(iii)
any person presents a petition or files documents with a court for its winding-up, administration or dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise);
 
 
(iv)
any Security Interest is enforced over any of its assets;
 
 
(v)
an order for its winding-up, administration or dissolution is made;
 
 
(vi)
any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets;
 
 
(vii)
its directors, shareholders or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or
 
 
(viii)
any other analogous step or procedure is taken in any jurisdiction.
 
 
(b)
Paragraph (a) above does not apply to a frivolous or vexatious petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 14 days.
 
18.8
Creditors’ process
 
Any attachment, sequestration, distress, execution or analogous event affects any asset(s) of any of the Project Parties having an aggregate value of at least US$2,500,000 or its equivalent in the case of the Owner or the Sponsor or at least US$10,000,000 or its equivalent in the case of the Builder, Charterer Parent or the Charterer and in any case is not discharged within 14 days.
 
18.9
Cessation of business
 
Any of the Project Parties ceases, or threatens to cease, to carry on business.
 
18.10
Failure to pay final judgment
 
Any of the Project Parties fails to comply with or pay any sum in excess of US$2,500,000 or its equivalent in the case of the Owner or the Sponsor or at least US$10,000,000 or its equivalent in the case of the Builder, Charterer Parent (if any) or the Charterer and in either case due from it under any final judgment or any final order made or given by any court of competent jurisdiction within the period specified in the relevant judgment or if no period is specified within 14 days of such final judgment being issued.
 
18.11
Material adverse change
 
Any event or series of events occurs affecting the financial condition or operation of any of the Project Parties which, in the opinion of the Majority Lenders, has a Material Adverse Effect.
 
18.12
Litigation
 
Any litigation, arbitration or administrative proceedings (other than proceedings of a frivolous or vexatious nature which are being contested in good faith and for which adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute has been obtained by the Owner or the relevant person from underwriters or insurance companies that have been approved by the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)) are current or, to the knowledge of the Owner or the Finance Parties, pending or threatened against any person which in the opinion of the Majority Lenders have, or if adversely determined are reasonably likely to have, a Material Adverse Effect.
 
 
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18.13
Liability of Lenders and Administrative Parties
 
 
(a)
Any event occurs or circumstance arises in relation to the Vessel which results in any person making an Environmental Claim against any Finance Party and such Finance Party has not been indemnified by a person and on terms satisfactory to the relevant Finance Party in respect of such amount within fifteen days after the date on which such Environmental Claim is made provided such Finance Party gives prompt notice of such claim to the Owner and has afforded the Owner (at its cost and expense) the right (with full cooperation of such Finance Party) to such action as it considers necessary or appropriate (acting reasonably) to defend or contest in its own name the validity or amount of such claim.  The Owner may defend or contest the validity or amount of such claim in the name of the relevant Finance Party if such Finance Party is (acting in its absolute discretion) satisfied that:
 
 
(i)
such action has a reasonable chance of success and in reaching this conclusion such Finance Party shall have the right to require the Owner to obtain (at the cost of the Owner) the opinion of Queen’s Counsel concerning the merits of the claim.  Counsel shall be selected and instructed by the legal advisers to the Finance Party concerned;
 
 
(ii)
such Finance Party is satisfied that such claim will not materially damage its reputation or any part of its business affairs; and
 
 
(iii)
the scope of the provisions of Clause 23.2 (Other indemnities) will indemnify the relevant Finance Party against any and all costs, losses, expenses or liabilities arising as a result of the Owner defending or contesting the validity or amount of the claim in the name of that Finance Party.
 
 
(b)
Any event occurs or circumstance arises in relation to the ownership or operation of the Vessel which results in criminal liability being imposed on any Finance Party except where such liability arises out of the gross negligence or wilful misconduct of such Finance Party.
 
18.14
Unlawful performance
 
It is, or it becomes, unlawful for the Owner or the Sponsor to perform any of its obligations under the terms of the Transaction Documents.
 
18.15
Debt Service Cover Ratio
 
The Debt Service Cover Ratio is determined to be less than 1.1:1 for any Calculation Period.
 
18.16
Acceleration
 
 
(a)
If an Event of Default is outstanding, the Facility Agent may (and if the Majority Lenders so instruct it, shall), by notice to the Owner:
 
 
(i)
cancel the undrawn, uncancelled amount of the Commitments; and/or
 
 
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(ii)
declare that all or part of any amounts outstanding under the Finance Documents are:
 
 
(A)
immediately due and payable; and/or
 
 
(B)
payable on demand by the Facility Agent.
 
Any notice given under this Clause 18.16 will take effect in accordance with its terms.
 
 
(b)
The Owner hereby agrees that for the purposes of this Agreement service by the Facility Agent of a notice under and in accordance with paragraph (a) above shall constitute a valid and effective service of such notice and the Owner shall be deemed to have become liable to make any payments expressed in that notice upon service of such notice.
 
19.
SECURITY
 
19.1
General
 
The provisions of clause 2 and clause 3 of the DPP apply in respect of the appointment, office and function of the Security Trustee.
 
19.2
Parallel Debt
 
 
(a)
For the purposes of the Greek Security, the Owner hereby irrevocably and unconditionally undertakes to pay to the Security Trustee amounts equal to any amounts owing by the Owner  to the relevant Secured Parties under the Finance Documents as and when the same fall due for payment thereunder, so that the Security Trustee shall be the obligee of such covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent acting on behalf of the relevant Secured Parties. The Owner and the Security Trustee acknowledge that for this purpose such obligations of the Owner are several and are separate and independent from, and without prejudice to, the identical obligations which the Owner has to the Secured Parties under the relevant Finance Documents, provided that this shall not result in the Owner incurring an aggregate obligation to any such Secured Parties under the Finance Documents. To this end and without prejudice to the foregoing, it is agreed that:
 
 
(i)
the amounts due and payable by the Owner under this Clause 19.2 (the Parallel Debt) shall be decreased to the extent that the Owner has paid any amounts to the Secured Parties or any of them in respect of the Secured Liabilities and vice versa; and
 
 
(ii)
the Parallel Debt shall not exceed the aggregate of the corresponding obligations which the Owner has to the Secured Parties under the Finance Documents.
 
 
(b)
Nothing in this Clause shall in any way negate, affect or increase the obligations of the Owner to any Secured Party under the Finance Documents in respect of the Secured Liabilities. For the purpose of this Clause, the Security Trustee acts in its own name and on behalf of itself and not as agent or representative of any other party hereto and any security granted to the Security Trustee to secure the Parallel Debt is granted to the Security Trustee in its capacity as creditor of the Parallel Debt and solely for the purpose referred to above.
 
 
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19.3
Greek Security
 
 
(a)
The Security Trustee shall obtain any Security Interest provided under or pursuant to a Security Document governed by Greek law (the Greek Security) in its own name.
 
 
(b)
The Security Trustee shall have full and unrestricted entitlement to and authority in respect of  the Greek Security, provided that it shall be under an obligation to exercise such rights (and perform such obligations) in accordance with the contractual undertakings set out in any Finance Document.
 
20.
THE ADMINISTRATIVE PARTIES
 
20.1
Appointment and duties of the Facility Agent
 
 
(A)
Each Lender and Administrative Party (other than the Facility Agent) irrevocably appoints the Facility Agent to the act as agent under and in connection with the Finance Documents.
 
 
(b)
Each Lender and Administrative Party irrevocably authorises the Facility Agent to:
 
 
(i)
perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental rights, powers and discretions; and
 
 
(ii)
execute each Finance Document expressed to be executed by the Facility Agent.
 
 
(c)
The Facility Agent has only those duties which are expressly specified in the Finance Documents.  Those duties are solely of a mechanical and administrative nature.  For the avoidance of doubt, those duties do not extend to any administration or other work which might result from any Lender transferring any of its rights and obligations under the Finance Documents to any person.  Any such administration or other work shall be undertaken by the transferee.
 
20.2
Role of the Mandated Lead Arranger
 
Except as specifically provided in the Finance Documents, the Mandated Lead Arranger has no obligations of any kind to any other Party in connection with any Finance Document.
 
20.3
No fiduciary duties
 
Except as specifically provided in a Finance Document, nothing in the Finance Documents makes an Administrative Party a trustee or fiduciary for any other Party or any other person, and no Administrative Party needs to hold in trust any moneys paid to or recovered by it for a Party in connection with the Finance Documents or be liable to account for interest on those moneys.
 
20.4
Individual position of an Administrative Party
 
 
(a)
If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and powers as though it were not an Administrative Party.
 
 
(b)
Each Administrative Party may:
 
 
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(i)
carry on any business with the Owner, the Sponsor, the Charterer or the Sponsor or its related entities (including acting as an agent or a trustee for any other financing); and
 
 
(ii)
retain any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with the Owner or its related entities.
 
20.5
Reliance
 
The Facility Agent may:
 
 
(a)
rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;
 
 
(b)
rely on any statement made by any person regarding any matters which may reasonably be assumed to be within its knowledge or within its power to verify;
 
 
(c)
engage, pay for and rely on professional advisers selected by it; and
 
 
(d)
act under the Finance Documents through its personnel and agents.
 
20.6
Majority Lenders’ instructions
 
 
(a)
The Facility Agent is fully protected if it acts on the valid instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents.  Any such instructions given by the Majority Lenders will be binding on all the Lenders.  In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
 
 
(b)
The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.
 
 
(c)
The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions.
 
 
(d)
The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with any Finance Document.
 
20.7
Responsibility
 
 
(a)
No Administrative Party is responsible to any other Finance Party for the adequacy, accuracy or completeness of any Finance Document or any other document or any statement or information (whether written or oral) made or supplied in connection with any Finance Document.
 
 
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(b)
No Administrative Party is responsible for the legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance Document or any other document.
 
 
(c)
Without affecting the responsibility of the Owner for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that it:
 
 
(i)
has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of the Owner, the Sponsor, the Charterer or the Sponsor and its related entities and the nature and extent of any recourse against any Party, the Sponsor, the Charterer or the Sponsor or its assets); and
 
 
(ii)
has not relied exclusively on any information provided to it by any Administrative Party in connection with any Finance Document.
 
20.8
Exclusion of liability
 
 
(a)
The Facility Agent is not liable or responsible to any other Lender or Administrative Party for any action taken or not taken by it in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.
 
 
(b)
No Party (other than the relevant Administrative Party) may take any proceedings against any officers, employees or agents of another Administrative Party in respect of any claim it might have against that Administrative Party or in respect of any act or omission of any kind by that officer, employee or agent in connection with any Finance Document. Any officer, employee or agent of an Administrative Party may rely on this Clause 20.8 and enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
 
 
(c)
The Facility Agent is not liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.
 
 
(d)
Nothing in this Agreement will oblige any Administrative Party to satisfy any know your customer requirement in relation to the identity of any person on behalf of any Finance Party.
 
 
(e)
Each Finance Party confirms to each Administrative Party that it is solely responsible for any know your customer requirements it is required to carry out and that it may not rely on any statement in relation to those requirements made by any other person.
 
20.9
Default
 
 
(a)
The Facility Agent is not obliged to monitor or enquire whether a Default has occurred.  The Facility Agent is not deemed to have knowledge of the occurrence of a Default.
 
 
(b)
If the Facility Agent:
 
 
(i)
receives notice from a Party or any other party to a Transaction Document referring to this Agreement, describing a Default and stating that the event is a Default; or
 
 
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(ii)
is aware of the non-payment of any principal or interest or any fee payable to a Finance Party (other than the Facility Agent or any of the Mandated Lead Arranger) under this Agreement,
 
it must promptly notify the Finance Parties.
 
20.10
Information
 
 
(a)
The Facility Agent must promptly forward to the person concerned the original or a copy of any document which is delivered to the Facility Agent by a Party for that person.
 
 
(b)
Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
 
 
(c)
Except as provided above, the Facility Agent has no duty:
 
 
(i)
either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection with the Finance Documents (including any information relating to the financial condition or affairs of the Owner or any of its related entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this Agreement; or
 
 
(ii)
unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from the Owner.
 
 
(d)
In acting as the Facility Agent, the agency division of the Facility Agent is treated as a separate entity from its other divisions and departments.  Any information acquired by the Facility Agent which, in its opinion, is acquired by it otherwise than in its capacity as the Facility Agent may be treated as confidential by the Facility Agent and will not be treated as information possessed by the Facility Agent in its capacity as such.
 
 
(e)
The Owner irrevocably authorises the Facility Agent to disclose to the other Finance Parties any information which is received by it in its capacity as the Facility Agent, subject always to the requirements of confidentiality under Clause 28 (Disclosure of Information).
 
 
(f)
The Facility Agent is not obliged to disclose to any person any confidential information supplied to it by or on behalf of the Owner solely for the purpose of evaluating whether any waiver or amendment is required in respect of any term of the Finance Documents.
 
20.11
Indemnities
 
 
(a)
Without limiting the liability of the Owner under the Finance Documents, each Lender shall indemnify the Facility Agent for that Lender’s Pro Rata Share of any loss or liability incurred by the Facility Agent in acting as the Facility Agent (including without limitation any costs associated with effecting, maintaining or renewing any insurances in accordance with and subject to Clause 17.4 (Power of Facility Agent to insure) and acting in accordance with the instructions of the Majority Lenders in accordance with Clause 20.6 (Majority Lenders’ instructions)) unless the Facility Agent has been reimbursed by the Owner under a Finance Document, except to the extent that the loss or liability is caused by the Facility Agent’s gross negligence or wilful misconduct.
 
 
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(b)
If a Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may after giving notice to that Party:
 
 
(i)
deduct from any amount received by it for that Party any amount due to the Facility Agent from that Party under a Finance Document but unpaid; and
 
 
(ii)
apply that amount in or towards satisfaction of the owed amount.
 
That Party will be regarded as having received the amount so deducted.
 
20.12
Compliance
 
Each Administrative Party may refrain from doing anything (including disclosing any information) which might, in its opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any law or regulation.
 
20.13
Resignation of the Facility Agent
 
 
(a)
The Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving 30 days’ notice to the other Finance Parties and the Owner.
 
 
(b)
Alternatively the Facility Agent may resign by giving written notice to the Finance Parties and the Owner, in which case the Majority Lenders may appoint a successor Facility Agent.
 
 
(c)
If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent.
 
 
(d)
The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent (i) notifies all the Parties that it accepts its appointment and (ii) confirms that it is satisfied that the rights under the Security Documents and the DPP have been assigned or transferred to it.  On giving the notification and confirmation, the successor Facility Agent will succeed to the position of the Facility Agent and the term Facility Agent will mean the successor Facility Agent.
 
 
(e)
The retiring Facility Agent must, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.
 
 
(f)
Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in connection with the Finance Documents while it was the Facility Agent, and, subject to paragraph (e) above, it will have no further obligations in its capacity as Facility Agent under any Finance Document.
 
 
(g)
The Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above.
 
 
(h)
Any successor Facility Agent will be located or have a branch in London, Luxembourg or New York and the Facility Agent or, as the case may be, the Mandated Lead Arranger will consult with the Owner in relation to the identity of such successor Facility Agent.
 
 
96
 
 
20.14
Relationship with Lenders
 
 
(a)
The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) unless it has received not less than five Business Days prior notice in writing from that Lender to the contrary.
 
 
(b)
The Facility Agent may at any time, and must if requested to do so by the Majority Lenders, convene a meeting of the Lenders.
 
 
(c)
The Facility Agent must keep a record of all the Parties and supply any other Party with a copy of the record on request. The record will include each Lender’s Facility Office(s) and contact details for the purposes of this Agreement.
 
20.15
Notice period
 
Where this Agreement specifies a minimum period of notice to be given to the Facility Agent, the Facility Agent may, at its discretion, accept a shorter notice period.
 
21.
EVIDENCE AND CALCULATIONS
 
21.1
Accounts
 
Accounts maintained by the Facility Agent in connection with this Agreement are conclusive (save for manifest error) evidence of the matters to which they relate for the purpose of any litigation or arbitration proceedings.
 
21.2
Certificates and determinations
 
Any certification or determination by a Finance Party of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive evidence of the matters to which it relates.
 
21.3
Calculations
 
Any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of Clause 7.1(d) being the actual number of days elapsed and a year of 360 days or otherwise, depending on what the Facility Agent determines is market practice.
 
22.
FEES
 
22.1
Commitment fee
 
 
(a)
The Owner shall pay to the Facility Agent for the account of each Lender a fee calculated at the rate of sixty basis points (60bps) per annum on the undrawn, uncancelled amount of the Maximum Facility Amount at such time.
 
 
(b)
The accrued commitment fee is payable to the Facility Agent quarterly in arrear on the last day of each Term, the first payment to be paid on the last day of the first Term.  Accrued commitment fee is also payable to the Facility Agent for a Lender on the date that Lender’s Commitment is cancelled or drawn in full.
 
 
97
 
 
22.2
Structuring fee
 
The Owner must pay to the Facility Agent for the account of the Joint Mandated Lead Arrangers and the Bookrunner a structuring fee in the amount and manner agreed in the respective Fee Letters between the Joint Mandated Lead Arrangers, the Bookrunners and the Owner.
 
22.3
Agency and Security Trustee fee
 
The Owner must pay to the Administrative Parties for their respective own account an agency and security trustee fee in the amount and manner agreed in the Fee Letter between the Administrative Parties and the Owner.
 
22.4
Refund of fees
 
The fees referred to in this Clause 22 shall not be refunded under any circumstances whatsoever once they have been paid.
 
23.
INDEMNITIES AND BREAK COSTS
 
23.1
Currency indemnity
 
 
(a)
The Owner shall, as an independent obligation, indemnify each Secured Party against any cost, loss or liability which that Secured Party or any of its Affiliates incurs as a consequence of:
 
 
(i)
the Secured Party receiving an amount in respect of the Owner’s liability under the Finance Documents; or
 
 
(ii)
that liability being converted into a claim, proof, judgment or order,
 
  in a currency other than the currency in which the amount is expressed to be payable underthe relevant Finance Document.
 
 
(b)
Unless otherwise required by law, the Owner waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.
 
23.2
Other indemnities
 
 
(a)
The Owner shall, as an independent obligation, indemnify each Secured Party and any Affiliate against any cost, loss or liability which that Secured Party or any of its Affiliates incurs as a consequence of:
 
 
(i)
the occurrence of any Event of Default;
 
 
(ii)
any failure by the Owner to pay any amount due under a Finance Document on its due date including any resulting from any distribution or redistribution of any amount among the Lenders under this Agreement;
 
 
(iii)
(other than by reason of gross negligence or default by that Finance Party) a Loan not being made after a Request has been delivered for that Loan; or
 
 
(iv)
a Loan (or part of a Loan) not being prepaid in accordance with this Agreement.
 
 
98
 
 
The liability of the Owner in each case includes any cost, loss or expense on account offunds borrowed, contracted for or utilised to fund any amount payable under any Finance Document.
 
 
(b)
The Owner must indemnify against any cost, loss or liability incurred by any Administrative Party as a result of:
 
 
(i)
investigating any event which that Administrative Party reasonably believes is a Default; or
 
 
(ii)
acting or relying on any notice which that Administrative Party reasonably believes to be genuine, correct and appropriately authorised,
 
(and any such Administrative Party with such a belief must promptly notify the FacilityAgent of the same).
 
 
(c)
The Owner must promptly pay and discharge, or cause to be paid or discharged, upon the same becoming payable (and shall, if requested by a Secured Party, produce to that Secured Party evidence of the payment and discharge thereof) and indemnify on demand and keep indemnified each Secured Party and its Affiliates on a full indemnity basis against a claim against it by, or a liability to, a third party including, without limitation, in relation to any Taxes (other than any Taxes levied or assessed on net income, profits or gains) or any other Losses which relate to or arise out of or are in any way connected to:
 
 
(i)
the condition, testing, delivery, design, leasing, chartering, sub-chartering, construction, manufacture, purchase, acquisition, bailment, fitting out, sale, importation to or exportation from any country, registration, ownership, possession, management, control, inspection, surveying, engineering, contracting, installation, manning, provisioning, the provision of bunkers and lubricating oils, dry docking, use, operation, maintenance, repair, service, modification, overhaul, replacement, removal, performance, transportation, flag, navigation, certification, classification, nature, description, acceptance, insurance, refurbishment, conversion, change, alteration or laying-up of the Vessel or any part thereof or otherwise in connection with the Vessel including, without prejudice to the generality of the foregoing, any Losses arising from any pollution or other environmental damage caused by or emanating from the Vessel or caused by the Vessel becoming a wreck or an obstruction to navigation whether or not the Vessel (or any part thereof) is in possession or control of the Owner or the Manager or any other person and wherever the location;
 
 
(ii)
any repossession, return, redelivery, storage, maintenance, protection, attempted sale, sale or other disposition of the Vessel following the termination of the chartering of the Vessel which, if carried out by the Facility Agent, Security Trustee or the Lenders, is carried out in accordance with the terms of the Finance Documents;
 
 
(iii)
the complete or partial removal, decommissioning, disposal, making safe, destruction, abandonment or loss of the Vessel including any matter which the Vessel contains or has at any time contained;
 
 
(iv)
any damage or loss to the Vessel irrespective of how caused;
 
 
99
 
 
 
(v)
any Environmental Claim or any actual or alleged breach, contravention or violation of any Environmental Laws or Environmental Approvals in any way relating to the Vessel or the activities of any Environmental Affiliates;
 
 
(vi)
any design, article or material of the Vessel or relating thereto giving rise to any infringement (or alleged infringement) of any patent or other intellectual property rights; or
 
 
(vii)
the occupation, arrest, confiscation, requisition, theft, registration, compulsory acquisition, restraint of the Vessel or prevention thereof, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel (including, without limitation, by the provision of or by procuring a guarantee, bond, cash deposit or other like security).
 
23.3
Exclusions from Indemnities
 
The indemnities contained in this Clause 23 shall not extend to any claim or liability of a Secured Party or its Affiliates to the extent that such claim or liability:
 
 
(a)
arises from an act or omission on the part of that Secured Party or, as the case may be Affiliate which constitutes fraud, wilful misconduct or gross negligence on the part of such Secured Party or, as the case may be, Affiliate;
 
 
(b)
is caused by any failure on the part of that Secured Party to comply with any of its express obligations under any of the Finance Documents to which that Secured Party is a party (but excluding any such breach or failure that arises as a result of the failure of a party to such Finance Document (other than that Secured Party) duly and punctually to perform its express obligations);
 
 
(c)
is one in respect of which that Secured Party or, as the case may be, Affiliate, is expressly and specifically indemnified and has received and is entitled to retain such indemnity under any other provision of the Finance Documents; or
 
 
(d)
is a cost or expense expressly borne by the Secured Parties under any Finance Document.
 
23.4
Break Costs
 
 
(a)
The Owner must pay to each Lender or, as the case may be, each Swap Bank, its Break Costs in accordance with this Agreement.
 
 
(b)
Break Costs are, subject to paragraphs (c) and (d), the amount (if any) determined by the relevant Lender by which:
 
 
(i)
the interest which that Lender would have received for the period from the date of receipt of payment of any part of its share in a Loan or an overdue amount to the last day of the applicable Term for that Loan or overdue amount if the principal or overdue amount received had been paid on the last day of that Term;
 
exceeds
 
 
(ii)
the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or overdue amount received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Term.
 
 
100
 
 
 
(c)
Any prepayment of an Eksportfinans Loan shall, in place of the Break Costs referred to in paragraph (b) above for the Eksportfinans Lenders, include a prepayment fee equal to the amount by which (x) the sum of the present values, discounted from the scheduled dates, of the amounts of interest at the Eksportfinans Dollar CIRR which otherwise would have accrued on the prepaid principal amount to the Repayment Dates exceeds (y) the sum of the present values, discounted from the Repayment Dates of interest under this Agreement, of the amounts of interest which would have accrued on the prepaid principal amounts if interest were calculated at the Reinvestment Rate. For the avoidance of doubt, if the sum of the present values calculated under (x) is lower than the sum of the present values calculated under (y), no prepayment fee shall be payable by the Owner to the Eksportfinans Lenders or by the Eksportfinans Lenders to the Owner.
 
For the purpose of this paragraph (c), Reinvestment Rate means the average of the rates quoted on the prepayment date by each of the Reference Banks as being the fixed rate they would pay against receipt of 3-month LIBOR under an interest rate swap for an amount equal to the amount prepaid and with the same final maturity and repayment profile as would have applied to the Eksportfinans Loan had it not been prepaid.
 
 
(d)
In respect of a Swap Bank and a Swap Agreement, Break Costs are the amount (if any) determined by the relevant Swap Bank as being an amount equal to any Swap Termination Payment for that Swap Agreement.
 
 
(e)
Each Lender or, as the case may be, each Swap Bank must supply to the Owner a certificate showing the calculations in reasonable detail confirming the amount of any Break Costs claimed by it under this Clause.
 
24.
EXPENSES
 
24.1
Initial costs
 
The Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees, Technical Adviser’s fees, insurance, environmental and Tax consultants’ fees) incurred by it in connection with the negotiation, syndication (including any assignment or transfer of participation in any Loan or Commitment to a new lender for the purposes of syndication or otherwise), negotiation, preparation, printing, entry into, perfection and preservation of the Finance Documents and matters incidental thereto.
 
24.2
Subsequent costs
 
The Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with:
 
 
(a)
the negotiation, preparation, printing and entry into of any Finance Document executed after the date of this Agreement;
 
 
(b)
any amendment, waiver or consent requested by or on behalf of the Owner or specifically allowed by this Agreement; and
 
 
(c)
the provision by the Technical Adviser of all reports, confirmations and advice provided by it to the Finance Parties during the Pre-Delivery Period and on the Final Completion Date.
 
 
101
 
 
24.3
Enforcement costs
 
Following an Event of Default, the Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, any Finance Document.
 
25.
WAIVER OF CONSEQUENTIAL DAMAGES
 
In no event shall any Secured Party be liable on any basis of liability for any special, indirect, consequential or punitive damages and the Owner hereby waives, releases and agrees (for itself and on behalf of its Holding Companies) not to sue upon any such claim for any such damages, unless caused by the fraud, gross negligence or wilful default of the relevant Secured Party in performance of any of its obligations under this Agreement or any of the Finance Documents.
 
26.
AMENDMENTS AND WAIVERS
 
26.1
Procedure
 
 
(a)
Except as provided in this Clause 26, no term of the Finance Documents may be amended or waived without the agreement of the Owner and the Facility Agent.  The Facility Agent (acting on the instructions of the Majority Lenders, or otherwise in accordance with the relevant Finance Documents) may effect, on behalf of any Finance Party, an amendment or waiver allowed under this Clause.
 
 
(b)
The Facility Agent must promptly notify the other Parties and each Swap Bank of any amendment or waiver effected by it under paragraph (a) above.  Any such amendment or waiver is binding on all the Parties.
 
 
(c)
The Owner shall not be concerned or have any responsibility to ensure that the Facility Agent has received any necessary authorisation or consent from the Lenders, and may rely on the agreement of the Facility Agent above.
 
26.2
Exceptions
 
 
(a)
An amendment or waiver which relates to:
 
 
(i)
the definition of Majority Lenders in Clause 1.1 (Definitions);
 
 
(ii)
an extension of the date of payment of any amount to a Lender under the Finance Documents;
 
 
(iii)
a reduction in the amount of any payment of principal, interest, fee or other amount payable to a Lender under the Finance Documents;
 
 
(iv)
an increase in, or an extension of, a Commitment or the Total Commitments;
 
 
(v)
a release of the Owner other than in accordance with the terms of this Agreement;
 
 
(vi)
a release of any Security Document other than in accordance with the terms of this Agreement;
 
 
(vii)
a term of a Finance Document which expressly requires the consent of each Lender;
 
 
102
 
 
 
(viii)
the right of a Lender to assign or transfer its rights or obligations under the Finance Documents;
 
 
(ix)
the ranking or subordination provided for in the DPP;
 
 
(x)
any assignment or transfer by the Owner pursuant to Clause  27.1 (Assignments and transfers by the Owner);
 
 
(xi)
Clause 2.4 (Nature of a Finance Party’s rights and obligations); or
 
 
(xii)
this Clause,
 
 
may only be made with the consent of all the Lenders.  An amendment or waiver which relates to the rights and/or obligations of an Administrative Party may only be made with theconsent of that Administrative Party.
 
 
(b)
An amendment or waiver which relates to a reduction in the Applicable Margin in respect of the Eksportfinans Loans during the Pre-Completion Period or the Post-Completion Eksportfinans Interest Rate may only be made with the consent of all the Eksportfinans Lenders and the Owner.
 
 
(c)
An amendment or waiver which relates to a reduction in LIBOR or the Applicable Margin in respect of the KEXIM Loans may only be made with the consent of all the KEXIM Lenders and the Owner.
 
 
(d)
An amendment or waiver which relates to a reduction in the Applicable Margin in respect of the Commercial Loans may only be made with the consent of all the Commercial Lenders and the Owner.
 
 
(E)
A Fee Letter may be amended or waived with the agreement of each Administrative Party or, as the case may be, Mandated Lead Arranger that is party to that Fee Letter and the Owner.
 
26.3
Change of currency
 
If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), the Finance Documents will be amended to the extent the Facility Agent (acting reasonably and on the instructions of the Majority Lenders and after consultation with the Owner) determines is necessary to reflect the change.
 
26.4
Waivers and remedies cumulative
 
The rights of each Secured Party under the Finance Documents:
 
 
(a)
may be exercised as often as necessary;
 
 
(b)
are cumulative and not exclusive of its rights under the general law; and
 
 
(c)
may be waived only in writing and specifically.
 
Delay in exercising or non-exercise of any right is not a waiver of that right.
 
 
103
 
 
27.
CHANGES TO THE PARTIES
 
27.1
Assignments and transfers by the Owner
 
The Owner may not assign or transfer any its rights and obligations under the Finance Documents without the prior consent of the Facility Agent (acting on the instructions of all of the Lenders).
 
27.2
Assignments and transfers by Lenders
 
 
(a)
Subject to Clause 27.5 but without further cost to the Owner, a Lender (the Existing Lender) may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other financial institution or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and other financial assets (the New Lender).
 
 
(b)
Any Eksportfinans Lender may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to GIEK.
 
 
(c)
The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender and the New Lender if there are any such requirements.
 
 
(d)
A transfer of obligations will be effective only if  the obligations are novated in accordance with the following provisions of this Clause 27.
 
 
(e)
On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
 
 
(f)
Any reference in the Finance Documents to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents.
 
 
(g)
The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27.
 
 
(h)
Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.
 
27.3
Procedure for transfer by way of novations
 
 
(a)
In this Clause 27.3:
 
Transfer Date means, for a Transfer Certificate, the later of:
 
 
(i)
the proposed Transfer Date specified in that Transfer Certificate; and
 
 
(ii)
the date on which the Facility Agent executes that Transfer Certificate.
 
 
(b)
A novation is effected if:
 
 
(i)
the Existing Lender and the New Lender deliver to the Facility Agent a duly completed Transfer Certificate; and
 
 
104
 
 
 
(ii)
the Facility Agent executes it.
 
 
(c)
On the Transfer Date:
 
 
(i)
the New Lender will assume the rights and obligations of the Existing Lender expressed to be the subject of the novation in the Transfer Certificate in substitution for the Lender; and
 
 
(ii)
the Existing Lender will be released from those obligations and cease to have those rights.
 
 
(d)
Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf.
 
 
(e)
The Facility Agent must, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Owner a copy of that Transfer Certificate.
 
27.4
Limitation of responsibility of Existing Lender
 
 
(a)
Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
 
 
(i)
the financial condition of the Owner or any other Project Party; or
 
 
(ii)
the legality, validity, effectiveness, completeness, accuracy, adequacy, enforceability or performance of:
 
 
(A)
any Finance Document or any other document;
 
 
(B)
any statement or information (whether written or oral) made in or supplied in connection with any Finance Document; or
 
 
(C)
any observance by the Owner or the Sponsor of its obligations under any Finance Document or any other documents,
 
and any representations or warranties implied by law are excluded.
 
 
(b)
Each New Lender confirms to the Existing Lender that it:
 
 
(i)
has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of the Owner and its related entities, or any other Project Party and the nature and extent of any recourse against any Party or any other Project Party or its or their assets) in connection with its participation in this Agreement; and
 
 
(ii)
has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.
 
 
(c)
Nothing in any Finance Document requires an Existing Lender to:
 
 
(i)
accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27; or
 
 
105
 
 
 
(ii)
support any losses incurred by the New Lender by reason of the non-performance by the Owner of its obligations under any Finance Document or otherwise.
 
27.5
Costs resulting from change of Lender or Facility Office
 
If:
 
 
(a)
a Lender assigns or transfers any of its rights and obligations under the Finance Documents or changes its Facility Office; and
 
 
(b)
as a result of circumstances existing at the date of the assignment, transfer or change occurs, the Owner would be obliged to pay a Tax Payment or an Increased Cost,
 
then, unless the assignment, transfer or change is made by a Lender to mitigate any circumstances giving rise to a Tax Payment, Increased Cost or a right to be prepaid and/or cancelled by reason of illegality, the Owner need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if no assignment, transfer or change had occurred.
 
27.6
Changes to the Reference Banks
 
If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent must (in consultation with the Owner) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank in consultation with the Owner.
 
28.
DISCLOSURE OF INFORMATION
 
 
(a)
Each Finance Party must keep confidential any information supplied to it by or on behalf of the Owner in connection with the Finance Documents.  However, a Finance Party is entitled to disclose information:
 
 
(i)
which is publicly available, other than as a result of a breach by that Finance Party of this Clause 28;
 
 
(ii)
in connection with any legal or arbitration proceedings;
 
 
(iii)
if required to do so under any Applicable Law;
 
 
(iv)
to a governmental, banking, taxation or other regulatory authority;
 
 
(v)
to its professional advisers;
 
 
(vi)
to the extent allowed under paragraph (b) below; or
 
 
(vii)
with the agreement of the Owner.
 
 
(b)
A Finance Party may disclose to an Affiliate or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Agreement (a participant):
 
 
(i)
a copy of any Finance Document; and
 
 
(ii)
any information which that Finance Party has acquired under or in connection with any Finance Document.
 
 
106
 
 
However, before a participant may receive any confidential information, it must agree withthe relevant Finance Party (for the benefit of each Finance Party and the Owner) to keep that information confidential on the terms of paragraph (a) above.
 
 
(c)
This Clause 28 supersedes any previous confidentiality undertaking given by a Finance Party in connection with this Agreement prior to it becoming a Party.
 
29.
SET-OFF
 
A Finance Party may set off any matured obligation owed to it by the Owner under the Finance Documents against any obligation (whether or not matured) owed by that Finance Party to the Owner, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, that Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
 
30.
PRO RATA SHARING
 
30.1
Redistribution
 
If any amount owing by the Owner under this Agreement to a Finance Party (the recovering Finance Party) is discharged by payment, set-off or any other manner other than through the Facility Agent under this Agreement (a recovery), then:
 
 
(a)
the recovering Finance Party must, within three Business Days, supply details of the recovery to the Facility Agent;
 
 
(b)
the Facility Agent must calculate whether the recovery is in excess of the amount which the recovering Finance Party would have received if the recovery had been received by the Facility Agent under this Agreement; and
 
 
(c)
the recovering Finance Party must pay to the Facility Agent an amount equal to such excess (the redistribution).
 
30.2
Effect of redistribution
 
 
(a)
The Facility Agent must treat a redistribution as if it were a payment by the Owner under this Agreement and distribute it among the Finance Parties, other than the recovering Finance Party, accordingly.
 
 
(b)
When the Facility Agent makes a distribution under paragraph (a) above, the recovering Finance Party will be subrogated to the rights of the Lenders which have shared in that redistribution.
 
 
(c)
If and to the extent that the recovering Finance Party is not able to rely on any rights of subrogation under paragraph (b) above, the Owner will owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged.
 
 
(d)
If:
 
 
(i)
a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to the Owner; and
 
 
(ii)
the recovering Finance Party has paid a redistribution in relation to that recovery,
 
 
107
 
 
each Finance Party must reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party, together with interest for the period while it held the re-distribution.  In this event, the subrogation in paragraph (b) above will operate in reverse to the extent of the reimbursement.
 
30.3
Exceptions
 
Notwithstanding any other term of this Clause 30, a recovering Finance Party need not pay a redistribution to the extent that:
 
 
(a)
it would not, after the payment, have a valid claim against the Owner in the amount of the redistribution; or
 
 
(b)
it would be sharing with another Lender any amount which the recovering Finance Party has received or recovered as a result of legal or arbitration proceedings, where:
 
 
(i)
the recovering Finance Party notified the Facility Agent of those proceedings; and
 
 
(ii)
the other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration proceedings as soon as reasonably practicable after receiving notice of them.
 
31.
SEVERABILITY
 
If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect:
 
 
(a)
the legality, validity or enforceability in that jurisdiction of any other term of the Finance Documents; or
 
 
(b)
the legality, validity or enforceability in other jurisdictions of that or any other term of the Finance Documents.
 
32.
COUNTERPARTS
 
Each Finance Document may be executed in any number of counterparts.  This has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.
 
33.
NOTICES
 
33.1
In writing
 
 
(a)
Any communication in connection with a Finance Document must be in writing and, unless otherwise stated, may be given:
 
 
(i)
in person, by post or fax; or
 
 
(ii)
to the extent agreed by the Parties making and receiving the communication, by e-mail or other electronic communication.
 
 
(b)
For the purpose of the Finance Documents, an electronic communication will be treated as being in writing.
 
 
108
 
 
 
(c)
Unless it is agreed to the contrary, any consent or agreement required under a Finance Document must be given in writing.
 
33.2
Contact details
 
 
(a)
Except as provided below, the contact details of each Party for all communications in connection with the Finance Documents are those notified by that Party for this purpose to the Facility Agent on or before the date it becomes a Party.
 
 
(b)
The contact details of the Owner for this purpose are:
 
Address:           c/o Cardiff Marine Inc.
80 Kifissias Avenue
GR-151 25 Amaroussion
Greece
 
Fax number:      +30 2108090275
Attention:          Mr. Aristidis Ioannidis
 
 
(c)
The contact details of the Facility Agent for this purpose are:
 
Address:           2, Boulevard Konrad Adenauer
 L- 1115 Luxembourg
 
Fax number:      +352 421 22659/552
E-mail:              banu.ozkutan@db.com / franz-josef.ewerhardy@db.com
Attention:          Banu Ozkutan /
Franz-Josef Ewerhardy, International Loans and Agency Services
 
 
(d)
The contact details of the Security Trustee for this purpose are:
 
Address:           c/o Deutsche Bank Luxembourg S.A.
2, Boulevard Konrad Adenauer
L- 1115 Luxembourg
 
Fax number:      +352 421 22659/552
E-mail:              banu.ozkutan@db.com / franz-josef.ewerhardy@db.com
Attention:          Banu Ozkutan /
Franz-Josef Ewerhardy, International Loans and Agency Services
 
 
(e)
A Party may change its contact details by giving five Business Days’ notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.
 
 
(f)
Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer.
 
33.3
Effectiveness
 
 
(a)
Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:
 
 
(i)
if delivered in person, at the time of delivery;
 
 
109
 
 
 
(ii)
if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; and
 
 
(iii)
if by fax, when received in legible form.
 
 
(b)
A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.
 
 
(c)
A communication to the Facility Agent will only be effective on actual receipt by it.
 
33.4
The Owner
 
All communications under the Finance Documents to or from the Owner must be sent through the Facility Agent.
 
33.5
Entire Agreement
 
This Agreement and the other Finance Documents entered into pursuant to this Agreement contain the whole agreement between the parties relating to the transactions contemplated by this Agreement and supersede all previous agreements between the parties relating to such transactions.
 
34.
LANGUAGE
 
 
(a)
Any notice given in connection with a Finance Document must be in English.
 
 
(b)
Any other document provided in connection with a Finance Document must be:
 
 
(i)
in English; or
 
 
(ii)
(unless the Facility Agent otherwise agrees) accompanied by a certified English translation.  In this case, the English translation prevails unless the document is a statutory or other official document.
 
35.
GOVERNING LAW
 
This Agreement is governed by English law.
 
36.
ENFORCEMENT
 
36.1
Jurisdiction
 
 
(a)
The English courts have jurisdiction to settle any dispute in connection with any Finance Document.
 
 
(b)
The English courts are the most appropriate and convenient courts to settle any such dispute in connection with any Finance Document. The Owner agrees not to argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with any Finance Document.
 
 
(c)
This Clause 36 is for the benefit of the Lenders and the Administrative Parties only.  To the extent allowed by law, the Lenders and the Administrative Parties may take:
 
 
(i)
proceedings in any other court; and
 
 
110
 
 
  
(ii)
concurrent proceedings in any number of jurisdictions.
 
 
(d)
References in this Clause to a dispute in connection with a Finance Document include any dispute as to the existence, validity or termination of that Finance Document.
 
36.2
Service of process
 
 
(a)
The Owner irrevocably appoints Ince Process Agents Ltd of International House, 5th Floor, 1st Katherine’s Way, London, E1W 1AY (attn: Mr. Michael Volikas) as its agent under the Finance Documents for service of process in any proceedings before the English courts in connection with any Finance Document.
 
 
(b)
If any person appointed as process agent under this Clause is unable for any reason to act as agent for service of process, the Owner must forthwith (and in any event within five (5) days of the event taking place) appoint another agent on terms acceptable to the Facility Agent (acting reasonably). Failing this, the Facility Agent may appoint another process agent for this purpose.
 
 
(c)
The Owner agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
 
 
(d)
This Clause 36 does not affect any other method of service allowed by law.
 
36.3
Waiver of immunity
 
The Owner irrevocably and unconditionally:
 
 
(a)
agrees not to claim any immunity from proceedings brought by a Finance Party against it in relation to a Finance Document and to ensure that no such claim is made on its behalf;
 
 
(b)
consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and
 
 
(c)
waives all rights of immunity in respect of it or its assets.
 
THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

 
111
 

 
SCHEDULE 1
 
ORIGINAL LENDERS

Name of Original Lender
Commitments
 
Eksportfinans
Commitments (US$)
KEXIM
Commitments (US$)
Commercial
Commitments (US$)
       
Eksportfinans Lenders:
      
 
 
      
Eksportfinans ASA
250,000,000
    
 
 
      
KEXIM Lenders
      
 
 
      
Export – Import Bank of Korea
  
150,000,000
  
 
 
      
Dexia Crédit Local, New York Branch
  
37,500,000
  
 
 
      
Deutsche Bank AG, London Branch
  
12,500,000
  
 
 
      
Commercial Lenders:
      
 
 
      
Deutsche Bank AG, London Branch
    
82,500,000
 
 
      
Dexia Crédit Local, New York Branch
    
30,000,000


 
112
 

 
SCHEDULE 2
 
CONDITIONS PRECEDENT
 
PART 1
 
INCIDENTAL COSTS LOAN
 
1.
An up to date certificate of goodstanding of the Owner, the Parent, the Parent Shareholder and the Sponsor dated no more than two Business Days prior to the first Utilisation Date and a certified copy of the certificate of incorporation and constitutional documents of each.
 
2.
A certified copy of a resolution of the board of directors of the Owner, the Parent, the Parent Shareholder and the Sponsor:
 
 
(a)
approving the terms of, and the transactions contemplated by, each Finance Document to which it is a party and resolving that it executes each such Finance Document then to be executed;
 
 
(b)
authorising a specified person or persons to execute each Finance Document on its behalf to which it is a party, then to be executed; and
 
 
(c)
authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with each Finance Document then to be executed.
 
3.
A specimen of the signature of each person authorised by the resolutions referred to in 2 above.
 
4.
An original of each of the following documents, notarised, legalised and/or apostilled as necessary, duly executed by the parties to it:
 
 
(a)
each Finance Document (save for those Finance Documents listed in paragraph 8 of Part 2 of this Schedule, paragraph 9 of Part 3 of this Schedule and in paragraphs 2 and 13 of Part 5 of this Schedule) including each Swap Agreement.
 
 
(b)
each Sister Finance Document (save for those Sister Finance Documents listed in paragraph 8 of schedule 2, part 2 of the Sister Loan Agreement, paragraph 9 of schedule 2, part 3 of the Sister Loan Agreement and paragraphs 2 and 13 of schedule 2, part 5 of the Sister Loan Agreement);
 
 
(c)
the GIEK Guarantee issued in favour of the Eksportfinans Lenders; and
 
 
(d)
any mandate or similar document, to be entered into by the Owner with the Account Bank.
 
5.
A certified copy of each Related Contract (other than any Drilling Charter, Charterer Parent Guarantee, the Management Agreement and Obligatory Insurances).
 
6.
Duly executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within five (5) Business Days) of all notices of assignment required to be served under each Security Document and duly executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within one (1) month) of the acknowledgements thereof (but not including the notices and acknowledgements to be served under the Charter Assignment or the Delivery General Assignment), notarised, legalised and/or apostilled, as required.
 
 
113
 
 
7.
A letter from Ince Process Agents Ltd., agreeing to its appointment as process agent for the Owner and the Sponsor under the Finance Documents.
 
8.
A legal opinion of Allen & Overy LLP, London, English legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
9.
A legal opinion of Woo, Yun, Kang, Jeong Han, Korean legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
10.
A legal opinion of Seward & Kissel LLP, Marshall Islands legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
11.
A legal opinion of Pologiorgis, Babalis, Panselinos, Troullinos, Mavrou Law Offices, Greek legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
12.
Evidence that all fees (including all fees payable on or at the first Utilisation Date under the Fee Letters and legal costs) and reasonable out-of-pocket expenses then due and payable from the Owner under the Finance Documents have been or will be paid by the first Utilisation Date or other drawdown as part of the Incidental Costs Loan.
 
13.
Evidence that each Account has been opened in accordance with the Finance Documents.
 
14.
Detailed construction, operating and maintenance cost budget, the total Vessel capex plan including the construction schedule, and pro-forma financial projections prepared by the Owner with respect to the project the subject of the Related Contracts in form and substance satisfactory to the Lenders.
 
15.
Opinion and report by Marsh that all Construction Insurances are in acceptable form and amount and placed with acceptable underwriters, and such opinion, report and insurance is acceptable to the Facility Agent.
 
16.
Confirmation from the Builder that the Owner has paid it in aggregate an amount equal to at least the Initial Equity Contribution and confirmation from the Account Bank or, as the case may be, the Equity Account Bank that the Owner has paid:
 
 
(a)
any Balancing Equity Contribution into the Proceeds Account; and
 
 
(b)
the Equity Collateral to be paid under the terms of this Agreement on or by the Incidental Costs Loan Utilisation Date into the Equity Account.
 
17.
Certified copy of the Sponsor’s audited annual financial statements for the year ended 31 December 2007.
 
18.
Evidence that all Transaction Authorisations required by the Owner or Sponsor to perform its obligations under the Transaction Documents have been obtained or will, at the appropriate time, be obtained.
 
19.
Certificate from the Owner confirming that there are no material disputes with the Builder and confirmation from the same that there have been no amendments or variations to the Shipbuilding Contract or the Other Shipbuilding Contract other than amendments disclosed and agreed in writing prior to the date hereof or permitted under the terms of this Agreement.
 
 
114
 
 
20.
Confirmation from the Lenders that they have satisfied their “know your customer” requirements in respect of the relevant parties to the Transaction Documents.
 
21.
Confirmation from the Sponsor that as far as it is aware there has been no material adverse change in the prospects of the Owner or the operations or financial condition of the Owner, the Manager (if an Affiliate of the Sponsor) or the Sponsor as from the date of this Agreement.
 
22.
A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Incidental Costs Loan Utilisation Date.
 
23.
Original Share Certificates of each of the Owner and the Parent in relation to the Share Charge.
 
24.
Executed blank share transfer forms in relation to the Share Charge.
 
25.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
 
26.
A legal opinion of Allen & Overy LLP, English legal advisers to GIEK, addressed to Eksportfinans and concerning certain provisions of the GIEK Guarantee.
 
27.
Completion of each Lender’s legal, technical, environmental, financial, tax and insurance due diligence with regard to the project, including, among others, review of all Related Contracts and receipt of appropriate internal credit approvals by such Lender.
 
28.
Receipt by the Kexim Lenders of the Kexim Guarantee and evidence that any special conditions required by Kexim in connection with the Facility have been met.
 
29.
A duly signed syndication letter between GIEK, Deutsche Bank AG, London Branch and Dexia Crédit Local, New York Branch.
 
In this Schedule 1 “certified copy” means a copy certified by an officer of the Owner as being true, complete and up to date.

 
115
 

 
PART 2
 
INSTALMENT LOAN 1
 
1.
Refresh certificates, update report or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this Schedule at paragraphs 1, 2, 3, 18, 19, and 21.
 
2.
Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14.
 
3.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution; and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B) in respect of the Instalment Loan 1.
 
4.
A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 1 Utilisation Date.
 
5.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
 
6.
Evidence from the Equity Account Bank that the sum of U.S.$90,000,000 has been placed in the Equity Account in accordance with Clause 12.2(a)(iii)(B).
 
7.
A certified copy of the Management Agreement.
 
8.
An original of the Management Agreement Assignment, notarised, legalised and/or apostillised as necessary, duly executed by the parties to it together with duly executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within five (5) Business Days) of the notice of assignment to the Manager and a duly executed original (or, if originals are not available, fax/pdf copies with originals to follows as soon as possible and in any event within one (1) month) of the acknowledgement from the Manager, notarised, legalised and/or apostillised, as required.
 
9.
A legal opinion of Simonsen Advokatfirma, Norwegian legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
10.
A legal opinion of Allen & Overy LLP, London, English legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.

 
116
 

 
PART 3
 
INSTALMENT LOAN 2
 
1.
Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this Schedule at paragraphs 1, 2, 3, 18, 19, and 21.
 
2.
Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14, and certificate from the Classification Society verifying that the construction milestones for the Instalment Loan 2 Utilisation Date specified under Clause 16.29 (Construction Milestones) has been met.
 
3.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution; and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Instalment Loan 2.
 
4.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
 
5.
Evidence that a Drilling Charter and a Sister Drilling Charter have been entered into under and in accordance with Clause 16.22 (Charters)
 
6.
A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 2 Utilisation Date.
 
7.
If a Drilling Charter has been entered into evidence from the Equity Account Bank that the required Equity Collateral has been placed in the Equity Account in accordance with Clause 12.2(a)(iii)(C).
 
8.
If a Drilling Charter has been entered into, evidence from the Account Bank that the amount of US$25,000,000 has been paid into the Debt Service Reserve Account in accordance with Clause 12.8(a).
 
9.
If a Drilling Charter has been entered into, an original of each of the following documents, notarised, legalised and/or apostilled as necessary, duly executed by the parties to it:
 
 
(a)
the Charterer Direct Agreement;
 
 
(b)
the Charter Assignment together with any notices; and
 
 
(c)
the Charterer Parent Guarantee (if any).
 

 
117
 

 
PART 4
 
INSTALMENT LOAN 3
 
1.
Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this Schedule at paragraphs 1, 2, 3, 18, 19, and 21.
 
2.
Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14 and a certificate from the Classification Society verifying that the construction milestones for the Instalment Loan 3 Utilisation Date specified under Clause 16.29 (Construction Milestones) has been met.
 
3.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution; and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Instalment Loan 3.
 
4.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
 
5.
A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 3 Utilisation Date.

 
118
 

 
PART 5
 
DELIVERY LOAN
 
1.
A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Delivery Loan Utilisation Date.
 
2.
A duly executed original of the Delivery General Assignment and the Mortgage.
 
3.
A duly executed Power of Attorney and the Appointment of Judicial Representative in respect of the Mortgage.
 
4.
A legal opinion from Allen & Overy LLP, London, English legal advisers to the Lenders, in respect of the Delivery General Assignment.
 
5.
A legal opinion from Seward & Kissel, Marshall Islands legal adviser and Fenech & Fenech, Maltese legal adviser to the Lenders, in respect of the Delivery General Assignment and the Mortgage.
 
6.
A transcript of the Maltese Ship Registry showing that:
 
 
(a)
the Mortgage has been duly recorded in Malta and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maltese Registrar of Shipping in respect of the Vessel have been paid in full; and
 
 
(b)
the Vessel is provisionally registered in the name of the Owner as a fully completed Maltese ship at the port of Valletta free of all Security Interests other than Permitted Liens.
 
7.
Copies of such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement and which are reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on the Delivery Loan Utilisation Date.
 
8.
A certified copy of:
 
 
(a)
a final classification certificate from the Classification Society in respect of the Vessel showing the Vessel to be in class without recommendation, condition or qualification (other than any immaterial recommendations, conditions or qualifications that are capable of rectification within 12 months or such shorter period as is required by the Classification Society) or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable after the Delivery Date;
 
 
(b)
a valid Interim Safety Management Certificate;
 
 
(c)
a valid Document of Compliance; and
 
 
(d)
a valid International Ship Security Certificate.
 
9.
Confirmation acceptable to the Facility Agent (such acceptance not to be unreasonably withheld or delayed) that the Owner will accept the Vessel pursuant to the terms of the Shipbuilding Contract and execute a protocol of delivery and acceptance.
 
10.
A certified copy of the commercial invoice in respect of the Vessel.
 
 
119
 
 
11.
A certified copy of the Builder’s certificate in respect of the Vessel.
 
12.
A certified copy of the Drilling Charter and any Charterer Parent Guarantee and duly executed and, where necessary, notarised, legalised and/or apostilled and copies of all other documents referred to in Clause 16.22(b).
 
13.
Duly executed and, where necessary, notarised, legalised and/or apostilled notices of assignment of the Obligatory Insurances in respect of the Vessel duly executed by the Owner substantially in the form provided for in the Delivery General Assignment and all confirmations and acknowledgements required in accordance with the terms of the Delivery General Assignment.
 
14.
Confirmation from the Facility Agent of its satisfaction with a final insurance report prepared by Marsh, or such other insurance adviser appointed by the Facility Agent and fax confirmations from each broker (if applicable), insurer and club concerned with the Obligatory Insurances that the insurances meet the requirements set out in Clause 17.1 including the insurances referred to in Clause 17.1(e), will be effective from the actual delivery of the Vessel and are consistent with the requirements of the Drilling Charter.
 
15.
Duly executed letters of undertaking substantially in the form provided in the Delivery General Assignment from, inter alios, the approved brokers (if applicable), insurer and club concerned with the Obligatory Insurances.
 
16.
The Annual Budget of the Owner in agreed form and approved by the Lenders, for the year from the date of payment of the Delivery Loan falls.
 
17.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution required under Clause 12.2(a)(i); and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Delivery Loan.
 
18.
A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Delivery Loan Utilisation Date.
 
19.
Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this Schedule at paragraphs 1, 2, 3, 19, 20 and 22.
 
20.
Evidence that the Required DSRA Balance has been or will immediately after the drawing of the Delivery Loan be credited to the balance of the Debt Service Reserve Account.
 
21.
Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 22, and a technical memorandum issued by the Technical Adviser covering the relevant Workscope, to be achieved by the Delivery Loan Utilisation Date and confirming that the construction milestones specified under Clause 16.29 (Construction Milestones) has been met.
 
22.
Evidence that the Owner’s equity in the Vessel is not less than 30% of the total Vessel Cost.
 
23.
Evidence that the project the subject of the Related Contracts, has sufficient ongoing maintenance opex and working capital requirements, and evidence in the form of reserves, if necessary, that the Owner will be able to meet these ongoing requirements.
 
 
120
 
 
24.
Confirmation from the Owner and the Facility Agent (acting on behalf of each of the Lenders) of their satisfactory due diligence on the Charterer’s and the Lenders’ withholding tax and the Owner’s withholding tax and corporation tax exposure, if any.
 
25.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.

 
121
 

 
PART 6
 
INCIDENTAL VESSEL COSTS LOAN
 
1.
A copy of any and all invoices in respect of approved Incidental Vessel Costs payable by the Owner on or immediately following the proposed Utilisation Date for the requested Incidental Vessel Costs Loan.
 
2.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution; and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the relevant Incidental Vessel Costs Loan.

 
122
 

 
SCHEDULE 3
 
FORM OF REQUEST
 
To:       Deutsche Bank Luxembourg S.A. as Facility Agent
 
From:   Drillship Skopelos Owners Inc.
 
Date: [                     ]
 
Credit Agreement dated [         ] 2008 (the Credit Agreement)
 
1.
We refer to the Credit Agreement.  This is a Request.  Terms defined in the Credit Agreement shall have the same meaning when used in this Request.
 
2.
We wish to borrow a Loan from you as follows:
 
 
(a)
Utilisation Date:
[            ]
       
 
(b)
 Amount: US$[           ]
 
 
Incidental Costs Loan/Instalment Loan 1/Instalment Loan 2/Instalment Loan 3/Incidental Vessel Costs Loan/Delivery Loan*
 
Amount payable to the Builder towards the Instalment under the Shipbuilding Contract: US$[          ]
 
+[Amount payable to the Debt Service Reserve Account: US$[Required DSRA Balance]
 
[Amount payable in respect of Incidental Vessel Costs as set out below (as supported by the relevant attached invoices):
 
[Amount payable in respect of Incidental Loan Costs as set out below:]
 
 
(c)
Details of item:
US$[          ]
 
 
(d)
Details of item:
US$[          ]]
 
Total drawdown:                      US$[          ]
 
3.
Our payment instructions are:
 
[to include provisions that:
 
 
(a)
amount of Loan in respect of Instalment payable under the Shipbuilding Contract to be payable to the Builder’s account [set out account details];
 
 
(b)
[Required DSRA Balance to be credited to the Debt Service Reserve Account;
 
 
(c)
Incidental Loan Costs to be credited to the Facility Agent’s nominated account; and
 
 
(d)
Incidental Vessel Costs to be credited to [the Owner’s: current account for forward payment to] the relevant payee account indicated in invoice]
 
 
123
 
 
4.
We confirm that each condition precedent under the Credit Agreement which must be satisfied on the date of this Request is so satisfied and that the Repeating Representation are true and correct with reference to the facts and circumstances now subsisting.
 
5.
This Request is irrevocable.
 
6.
If applicable, a copy of:
 
 
(a)
[the relevant invoice from the Builder the final stage certificate signed by the Builder and us; and
 
 
(b)
the relevant invoices in respect of the Incidental Vessel Costs,
 
is attached to this Request.]
 
By:       DRILLSHIP SKOPELOS OWNERS INC.


 
Authorised Signatory
 
 
 
 
*Delete as appropriate
 
+ Delivery Loan only

 
124
 

 
SCHEDULE 4
 
FORM OF TRANSFER CERTIFICATE
 
To:       DRILLSHIP SKOPELOS OWNERS INC.
 
From:   [THE EXISTING LENDER] and [THE NEW LENDER]
 
Date:                      [               ]
 
Credit Agreement dated [              ] (the Credit Agreement)
 
We refer to Clause 27.3 (Procedure for transfer by way of novations) of the Credit Agreement.  Terms defined in the Credit Agreement shall have the same meaning when used in this Novation Certificate.
 
1.
We [         ] (the Existing Lender) and [          ] (the New Lender) agree to the Existing Lender and the New Lender novating all the Existing Lender’s rights and obligations referred to in the Schedule in accordance with Clause 27.3 (Procedure for transfer by way of novations) of the Credit Agreement.
 
2.
The specified date for the purposes of Clause 27.3(a) of the Credit Agreement is [date of novation].
 
3.
The Facility Office and address for notices of the New Lender for the purposes of Clause 33.2 (Contact details) of the Credit Agreement are set out in the Schedule attached to this Certificate.
 
4.
This Novation Certificate is governed by English law.

 
125
 

 
THE SCHEDULE
 
Rights and obligations to be novated
 
[Choose either of the following options:]
 
(a)
All of the rights and obligations of the Existing Lender in respect of the Facility – principal amount US$[      ].
 
(b)
The principal amount of US$[      ] in respect of each of the Loans and all the rights and obligations attached to the same – total principal amount US$[      ].
 
[New Bank]
 
[Facility Office Address for notices]

[Existing Lender]
[New Lender]
  
By:
By:
  
Date:
Date:
  
 
The Transfer Date is confirmed by the Facility Agent as [      ].
 
[                             ]
 
By:

 
126
 

 
SCHEDULE 5
 
LOAN REPAYMENT SCHEDULE

 
Date
Repayment
 
 
 
    
1
31 May 2012
US$31,250,000
     
2
30 November 2012
US$31,250,000
     
3
31 May 2013
US$31,250,000
     
4
30 November 2013
US$31,250,000
     
5
31 May 2014
US$31,250,000
     
6
30 November 2014
US$31,250,000
     
7
31 May 2015
US$31,250,000
     
8
30  November  2015
US$31,250,000
     
9
31 May 2016
US$31,250,000
     
10
30  November  2016
US$31,250,000
     
11
31 May 2017
US$31,250,000
     
12
30 November 2017
US$31,250,000
     
13
31 May 2018
US$31,250,000
     
14
30 November 2018
US$31,250,000
     
15
31 May 2019
US$31,250,000
     
16
30 November 2019
US$31,250,000
     
17
31 May 2020
US$31,250,000
     
18
30 November 2020
US$31,250,000


 
127
 

 
SCHEDULE 6
 
CALCULATION CERTIFICATE
 
To:
Deutsche Bank Luxembourg S.A as Facility Agent
 
From:   Drillship Skopelos Owners Inc.
 
Drillship Skopelos Owners Inc. Credit Agreement dated [              ] (the Credit Agreement)

 
1.
Terms defined in the Credit Agreement have the same meaning in this Certificate.
 
2.
We hereby certify that [no Default or Mandatory Termination Event has occurred and is continuing or is outstanding] [a Default/Mandatory Prepayment Event under Clause [     ] of [specify document] is outstanding] and the following steps are being taken to remedy it [         ].
 
3.
With respect to the Calculation Period ending on [insert Repayment Date] the Debt Service Ratio was [l] calculated on the basis of the figures in the table below.

 
 
Relevant figures for Calculation Period
US$
 
 
Gross Revenues received
  
 
 
Operating Expenses payable
  
 
 
Financing Costs accrued
  
 
 
Financing Principal payable
  
 
 
CAPEX payable
  

 
Yours faithfully,

 
……………………………
 
[Senior Officer]

 
128
 

 
SCHEDULE 7
 
INCIDENTAL VESSEL COSTS
 
 
1.
Costs and expenses under the Management Agreement incurred in the Pre-Completion Period inaccordance with the Approved Budget attached as Appendix 12 up to US$34,100,000.
 
2. Initial Debt Service Reserve Contribution up to US$25,000,000.
         

 
129
 

 
SCHEDULE 8
 
CALCULATION OF THE MANDATORY COST
 
1.
General
 
(a)
The Mandatory Cost is to compensate a Lender for the cost of compliance with:
 
 
(i)
the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces any of its functions); or
 
 
(ii)
the requirements of the European Central Bank.
 
(b)
The Mandatory Cost is expressed as a percentage rate per annum.
 
(c)
The Mandatory Cost is the weighted average (weighted in proportion to the percentage share of each Lender in the relevant Loan) of the rates for the Lenders calculated by the Facility Agent in accordance with this Schedule on the first day of a Term (or as soon as possible after then).
 
(d)
The Facility Agent must distribute each amount of Mandatory Cost among the Lenders on the basis of the rate for each Lender.
 
(e)
Any determination by the Facility Agent pursuant to this Schedule will be, in the absence of manifest error, conclusive and binding on all the Parties.
 
2.
For a Lender lending from a Facility Office in the U.K.
 
(a)
The relevant rate for a Lender lending from a Facility Office in the U.K. is calculated in accordance with the following formula:
 

 
E x 0.01
% per annum
 
300
 
 
where on the day of application of the formula, E is calculated by the Facility Agent as being the average of the rates of charge under the fees rules supplied by the Reference Banks to the Facility Agent under paragraph (d) below and expressed in pounds per £1 million.
 
(b)
For the purposes of this paragraph 2:
 
 
(i)
fees rules means the then current rules on periodic fees in the Supervision Manual of the FSA Handbook or any other law or regulation as may then be in force for the payment of fees for the acceptance of deposits;
 
 
(ii)
fee tariffs means the fee tariffs specified in the fees rules under fee-block Category Al (Deposit acceptors) (ignoring any minimum fee or zero rated fee required pursuant to the fees rules but applying any applicable discount rate); and
 
 
(iii)
tariff base has the meaning given to it in, and will be calculated in accordance with, the fees rules.
 
(c)
Each rate calculated in accordance with the formula is, if necessary, rounded upward to four decimal places.
 
 
130
 
 
(d)
If requested by the Facility Agent, each Reference Bank must, as soon as practicable after publication by the Financial Services Authority, supply to the Facility Agent the rate of charge payable by that Reference Bank to the Financial Services Authority under the fees rules for that financial year of the Financial Services Authority (calculated by that Reference Bank as being the average of the fee tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1 million of the tariff base of that Reference Bank.
 
(e)
Each Lender must supply to the Facility Agent the information required by it to make a calculation of the rate for that Lender.  In particular, each Lender must supply the following information on or prior to the date on which it becomes a Lender:
 
 
(i)
the jurisdiction of its Facility Office; and
 
 
(ii)
any other information that the Facility Agent reasonably requires for that purpose.
 
Each Lender must promptly notify the Facility Agent of any change to the information supplied to it under this paragraph.
 
(f)
The rates of charge of each Reference Bank for the purpose of E above are determined by the Facility Agent based upon the information supplied to it under paragraphs (d) and (e) above.  Unless a Lender notifies the Facility Agent to the contrary, the Facility Agent may assume that the Lender’s obligations in respect of cash ratio deposits and special deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the U.K.
 
(g)
The Facility Agent has no liability to any Party if its calculation over or under compensates any Lender.  The Facility Agent is entitled to assume that the information provided by any Lender or Reference Bank under this Schedule is true and correct in all respects.
 
3.
For a Lender lending from a Facility Office in a Participating Member State
 
(a)
The relevant rate for a Lender lending from a Facility Office in a Participating Member State is the percentage rate per annum notified by that Lender to the Facility Agent.  This percentage rate per annum must be certified by that Lender in its notice to the Facility Agent as its reasonable determination of the cost (expressed as a percentage of that Lender’s share in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of Loans made from that Facility Office.
 
(b)
If a Lender fails to specify a rate under paragraph (a) above, the Facility Agent will assume that the Lender has not incurred any such cost.
 
4.
Changes
 
(a)
The Facility Agent may, after consultation with the Owner and the Lenders, determine and notify all the Parties of any amendment to this Schedule which is required to reflect:
 
 
(i)
any change in law or regulation; or
 
 
(ii)
any requirement imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any successor authority).
 
(b)
If the Facility Agent, after consultation with the Owner, determines that the Mandatory Cost for a Lender lending from a Facility Office in the U.K. can be calculated by reference to a screen, the Facility Agent may notify all the Parties of any amendment to this Agreement which is required to reflect this.

 
131
 

 
APPENDIX 1
 
FORM OF DELIVERY GENERAL ASSIGNMENT
 

 
132
 

 
APPENDIX 2
 
FORM OF MORTGAGE
 

 
133
 

 
APPENDIX 3
 
FORM OF CHARTER ASSIGNMENT

 
134
 

 
APPENDIX 4
 
FORM OF SWAP AGREEMENT ASSIGNMENT
 

 
135
 

 
APPENDIX 5
 
FORM OF DPP
 

 
136
 

 
APPENDIX 6
 
FORM OF GENERAL ASSIGNMENT
 

 
137
 

 
APPENDIX 7
 
FORM OF SHARE CHARGE
 

 
138
 

 
APPENDIX 8
 
FORM OF ACCOUNTS CHARGE AGREEMENT

 
139
 

 
APPENDIX 9
 
FORM OF EQUITY ACCOUNT CHARGE
 

 
140
 

 
APPENDIX 10
 
FORM OF MANAGEMENT AGREEMENT ASSIGNMENT
 

 
141
 

 
APPENDIX 11
 
FORM OF FLOATING CHARGE


 
142
 

 
APPENDIX 12
 
APPROVED BUDGET


 
143
 

 
SIGNATORIES
 
 
DRILLSHIP SKOPELOS OWNERS INC. - CREDIT FACILITY AGREEMENT
 
Owner
 
 
Signed by
as attorney for
DRILLSHIP SKOPELOS OWNERS INC.
in the presence of:
 
Witness:
 
 
 
 
 
The Bookrunner and Joint Mandated Lead Arranger
 
 
By:
 
 
as authorised signatory for
 
DEUTSCHE BANK AG, LONDON BRANCH
 
 

 

 
The Joint Mandated Lead Arranger
 
 
By:
 
 
as attorney for
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
 

 
144
 

 
The Lenders
 
 
By:
 
 
as authorised signatory for
 
DEUTSCHE BANK AG, LONDON BRANCH
 
 
 
 
 
By:
 
 
as attorney for
 
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
 
 
 
 
 
By:
 
 
as attorney for
 
 
EKSPORTFINANS ASA
 
 
 
 
 
By:
 
 
as attorney for
 
 
THE EXPORT-IMPORT BANK OF KOREA
 
 
 
 
 
The Swap Banks
 
 
By:
 
 
as authorised signatory for
 
 
DEUTSCHE BANK AG, LONDON BRANCH
 
 
 
145
 
 
By:
 
 
as attorney for
 
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
 
 
 
 
 
The Facility Agent
 
 
By:
 
 
as attorney for
 
 
DEUTSCHE BANK LUXEMBOURG S.A.
 
 
 
 
 
The Security Trustee
 
 
By:
 
 
as attorney for
 
 
DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT
 
 
 

 
 146
 

EX-10.7 10 d928748_ex10-7.htm d928748_ex10-7.htm
Exhibit 10.7
 
 
 
 
as Owner
 
 
DEUTSCHE BANK AG, LONDON BRANCH
 
as Bookrunner and Joint Mandated Lead Arranger
 
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
 
as Joint Mandated Lead Arranger
 
 
VARIOUS FINANCIAL INSTITUTIONS
as Lenders
 
DEUTSCHE BANK AG, LONDON BRANCH
 
and
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
as Swap Banks
 
DEUTSCHE BANK LUXEMBOURG S.A.
as Facility Agent
 
and
 
DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT
as Security Trustee

 
 
 
 
ALLEN & OVERY LLP
 
 
 
 

 
 
 
 
 

 
 
                                                                                              
 Clause        Page
 
1. Interpretation 
  1
2. Facilities 
29
3. 
Conditions Precedent 
30
4.
Utilisation  
31
5.
Repayment 
35
6.
Prepayment and Cancellation 
35
7.  Interest 
40
8. Terms 
41
9.
Market Disruption 
42
10.
Taxes 
43
11.
Increased Costs 
45
12.
Accounts 
46
13.
Payments 
52
14.
Representations and Warranties 
54
15.
Information Covenants 
61
16.
General Covenants 
66
17.
Insurances 
80
18.
Default 
85
19.
Security 
90
20.
The Administrative Parties 
91
21.
Evidence and Calculations 
96
22.
Fees 
96
23.
Indemnities and Break Costs 
97
24.
Expenses 
100
25.
Waiver of Consequential Damages 
101
26.
Amendments and Waivers 
101
27.
Changes to the Parties 
103
28.
Disclosure of Information 
105
29.
Set-Off 
106
30.
Pro Rata Sharing 
106
31.
Severability 
107
32. Counterparts 
107
33.
Notices 
107
34.
Language 
109
35.
Governing Law 
109
36.
Enforcement 
109
 
 
 
 
 
Schedule   Page
 
 1. Original Lenders   111
 2. Conditions Precedent   112
  Part 1    Incidentail Costs Loan   112
  Part 2    Instalment Loan 1   115
  Part 3    Instalment Loan 2   116
  Part 4    Instalment Loan 3   117
  Part 5    Delivery Loan   118
  Part 6    Incidental Vessel Costs Loan   121
 3. Form of Request   122
 4. Form of Transfer Certificate   124
 5. Loan Repayment Schedule   126
 6. Calculation Certificate   127
 7. Incidental Vessel Costs   128
 8. Calculation of the Mandatory Cost   129
 
Appendix
 
1.  Form of Delivery General Assignment  131
 2.
Form of Mortgage
  132
 3. Form of Charter Assignment  133
 4. Form of Swap Agreement Assignment  134
 5. Form of DPP  135
 6. Form of General Assignment 136
 7. Form of Share Charge 137
 8. Form of Accounts Charge Agreement 138
 9. Form of Equity Account Charge 139
 10. Form of Management Agreement Assignment 140
 11. Form of Floating Charge 141
 12.
Approved Budget
 142
 
 
 
Signatories     143

 
 
 
 
 
THIS AGREEMENT is dated 18 July 2008
 
BETWEEN:
 
(1)
DRILLSHIP KITHIRA OWNERS INC. a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower (the Owner);
 
(2)
DEUTSCHE BANK AG, LONDON BRANCH as bookrunner and joint mandated lead arranger and bookrunner (in this capacity the Bookrunner and Joint Mandated Lead Arranger);
 
(3)
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH as joint mandated lead arranger (in this capacity the Joint Mandated Lead Arranger);
 
(4)
THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Lenders) as original lenders (the Original Lenders);
 
(5)
DEUTSCHE BANK AG, LONDON BRANCH as swap bank (in this capacity a Swap Bank);
 
(6)
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH as swap bank (in this capacity a Swap Bank);
 
(7)
DEUTSCHE BANK LUXEMBOURG S.A. as facility agent (in this capacity the Facility Agent); and
 
(8)
DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT as security trustee (in this capacity the Security Trustee).
 
IT IS AGREED as follows:
 
1.         INTERPRETATION
 
1.1
Definitions
 
In this Agreement:
 
Account Bank means Deutsche Bank AG (acting through its London branch) or any other bank or financial institution which replaces the Account Bank in accordance with clause 13 of the DPP.
 
Account Bank Mandate means, in relation to any Account (other than the Equity Account), the resolutions, instructions and signature authorities relating to such Accounts as will be agreed by the Account Bank, the Owner and the Security Trustee on or prior to the Utilisation Date for the Incidental Costs Loan.
 
Accounts means together the Debt Service Reserve Account, the Proceeds Account, the Debt Service Account, the CAPEX Account, the Equity Account and the Operating Expenses Account.
 
Accounts Charge Agreement means the charge document in the form attached at Appendix 8 (Form of Accounts Charge Agreement) entered into or to be entered into on or prior to the Utilisation Date for the Incidental Costs Loan by the Owner in favour of the Security Trustee in respect of the Accounts (other than the Equity Account).
 
Act means the Law of Property Act 1925.
 
 
1
 
Administrative Party means the Facility Agent or the Security Trustee.
 
Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.
 
Agreement means this credit facility agreement, including any schedules or appendices hereto, as amended from time to time.
 
Annual Budget means a budget itemising:
 
 
(a)
during the Pre-Completion Period, the Contract Price, the Incidental Costs, any other costs approved by the Lenders and any other costs and expenses incurred or to be incurred in relation to the construction of the Vessel and containing sufficient information and details to enable the Equity Collateral to be calculated; and
 
 
(b)
during the Post-Completion Period:
 
 
(i)
the anticipated Earnings;
 
 
(ii)
the anticipated Operating Expenses; and
 
 
(iii)
the anticipated CAPEX Expenses,
 
in each case of the Owner for a financial year of the Owner agreed by the board of directors of the Owner (based on the good faith estimates of the officers of the Owner and the Manager) and approved by the Facility Agent in accordance with Clause 15.3 (Annual Budget and reports).
 
Applicable Law means any or all applicable law (whether civil, criminal or administrative), common law, statute, statutory instrument, treaty, convention, regulation, directive, by-law, demand, decree, ordinance, injunction, resolution, order, judgment, rule, permit, licence or restriction (in each case having the force of law) and codes of practice or conduct, circulars and guidance notes generally accepted and applied by the global off-shore oil-rig industry, in each case of any government, quasi-government, supranational, federal, state or local government, statutory or regulatory body, court, agency or association relating to all laws, rules, directives and regulations, national or international, public or private in any applicable jurisdiction from time to time.
 
Applicable Margin means, in respect of the KEXIM Loans or, as the case may be, the Commercial Loans:
 
 
(a)
during the Pre-Completion Period, the Pre-Completion Margin; or
 
 
(b)
during the Post-Completion Period, the Post-Completion Margin,
 
as the case may be.
 
Approved Brokers means R.S. Platou Offshore, ODS Petrodata, H. Clarksons & Co Ltd. and Fearnley Offshore AS, or such other brokers as may be approved by the Facility Agent and the Owner in writing.
 
Approved Budget means an Annual Budget approved by the Facility Agent in accordance with Clause 15.3 (Annual Budget and reports), the first such Annual Budget (covering the Pre-Completion Period) being attached as Appendix 12.
 
 
 
2
 
Approved Incidental Vessel Costs means the costs of any of the types set out in Schedule 7 up to the amounts for such costs specified in the budget for the project of constructing the Vessel approved by the Facility Agent.
 
Availability Period means:
 
 
(a)
for the Incidental Costs Loan, the Incidental Costs Loan Availability Period;
 
 
(b)
for the Instalment Loan 1, the Instalment Loan 1 Availability Period;
 
 
(c)
for the Instalment Loan 2, the Instalment Loan 2 Availability Period;
 
 
(d)
for the Instalment Loan 3, the Instalment Loan 3 Availability Period;
 
 
(e)
for the Delivery Loan, the period from and including the Delivery Date to and including the earlier of:
 
  (i) the Final Completion Date; and
 
 
(ii)
the Longstop Date;
 
 
(f)
for the Undrawn Amount Loan, the period from and including the date falling ten (10) Business Days after the Final Completion Date to and including the date falling thirty (30) Business Days after the Final Completion Date; and
 
 
(g)
for an Incidental Vessel Costs Loan, the period from and including the date of this Agreement to and including the Final Completion Date.
 
Balancing Equity Contribution means the amount (if positive) at that time equal to:
 
 
(a)
the aggregate of all costs payable or reasonably expected to be payable by the Owner to the Builder under the Shipbuilding Contract; less
 
 
(b)
the aggregate of the Expected Contract Price and any Balancing Equity Contributions already paid by the Owner into the Proceeds Account in accordance with Clause 12.2 (Proceeds Account).
 
Basel Accord means the accord on minimum capital requirements for internationally active banks promulgated in 1988 by the Basel Committee on Banking Supervision as amended prior to the date of this Agreement.
 
Basel II means the revision to the Basel Accord as contemplated by the revised framework entitled “International Convergence of Capital Measurement and Capital Standards: a Revised Framework” published by the Basel Committee on Banking Supervision on 26 June 2004, as such revision may be implemented in the United Kingdom, the EEA and the EU (including, for the avoidance of doubt, by way of changes to the EU Capital Adequacy Directive).
 
Break Costs has the meaning given to such term in Clause 23.4(b) (Break Costs) or, in respect of any Swap Bank, Clause 23.4(d) (Break Costs).
 
 
3
 
 
Builder means Samsung Heavy Industries Co., Ltd., a corporation incorporated in the Republic of Korea with registered address at 34th Floor, Samsung Life Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857.
 
Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London, Luxembourg, Athens, Seoul, Oslo and New York.
 
Calculation Certificate means the calculation certificate referred to in Clause 15.11 (Calculation Certificate) in the form set out in Schedule 6 (Calculation Certificate).
 
Calculation Period means:
 
 
(a)
the period from (and including) the Final Completion Date of the Vessel to (and excluding) the first Repayment Date; and
 
 
(b)
each subsequent period from (and including) a Repayment Date to (and excluding) the next Repayment Date or, as the case may be, the Final Maturity Date.
 
CAPEX Account means the bank account opened in the name of the Owner with the Account Bank and designated “Kithira CAPEX Account”.
 
CAPEX Expenses means capital expenses incurred by the Owner in respect of the continued maintenance and operation of the Vessel, including modifications required to be made to the Vessel by the Classification Society or as required by Applicable Law.
 
Charter Assignment means the security agreement in the form attached at Appendix 3 (Form of Charter Assignment) dated on or about the date of a Drilling Charter from the Owner to the Security Trustee in respect of:
 
 
(a)
its rights under that Drilling Charter; and
 
 
(b)
its rights under any applicable Charterer Parent Guarantee.
 
Charter Termination Event means:
 
 
(a)
any material breach by the Charterer of the terms of a Drilling Charter or, as applicable, by the Charterer Parent of the terms of a Charter Parent Guarantee which material breach is not cured by the date which falls 20 days after the date on which the Facility Agent gives written notice to the Owner of the breach and such breach is not remedied, or otherwise compensated for, in each case, to the satisfaction of the Majority Lenders within such period or if the matter has been referred to arbitration within that 20 day period, upon the earlier of a settlement being reached in respect of such arbitration and 15 days after the receipt of the final arbitration award; or
 
 
(b)
the termination of a Drilling Charter by the Owner or the Charterer.
 
Charterer means any approved charterer of the Vessel under and in accordance with Clause 16.22 (Charters) or any replacement of such charterer in accordance with Clause 16.22(c) (Charters).
 
Charterer Direct Agreement means a direct agreement dated on or about the date of a Drilling Charter and to be entered into between the Charterer, the Owner and the Security Trustee, in each case in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).
 
Charterer Parent means any person who as contemplated by Clause 16.22 (Charters) provides a guarantee to the Owner in respect of a Charterer’s obligations under a Drilling Charter.
 
Charterer Parent Guarantee means a guarantee, if any, from the Charterer Parent in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) in favour of the Owner in respect of the Charterer’s obligations under a Drilling Charter.
 
Classification Society means American Bureau of Shipping or such other classification society approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders).
 
Commercial Lenders means the lenders detailed in Schedule 1 as Commercial Lenders together with any New Lenders in respect of a Commercial Loan.
 
Commercial Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the Commercial Lenders.

 
4
 

 
Commitment means:
 
 
(a)
for an Original Lender, the amount set opposite its name in Schedule 1 (Original Lenders) under the heading “Commitments” and the amount of any other Commitment it acquires; and
 
 
(b)
for any other Lender, the amount of any other Commitment it acquires,
 
to the extent not cancelled, transferred or reduced under this Agreement.
 
Construction Insurances means the construction insurances to be procured by the Builder under the terms of Article XVII of the Shipbuilding Contract.
 
Contract Price means the lower of:
 
 
(a)
the Expected Contract Price; and
 
 
(b)
the total amount actually paid to the Builder by or on behalf of the Owner under the Shipbuilding Contract, as adjusted in accordance with the provisions of the Shipbuilding Contract.
 
Date of Total Loss means, in respect of the Vessel, the date of Total Loss of the Vessel which date shall be deemed to have occurred:
 
 
(a)
in the case of an actual total loss, on the actual date and at the time the Vessel was lost or, if such date is not known, on the date on which the Vessel was last reported;
 
 
(b)
in the case of a constructive total loss, upon the date and at the time notice of abandonment is given to the Insurers for the time being (provided a claim for total loss is admitted by such Insurers) or, if such Insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the Insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;
 
 
(c)
in the case of a compromised, agreed or arranged total loss, on the date upon which a binding agreement as to such compromised, agreed or arranged total loss has been entered into by the Insurers;
 
 
(d)
in the case of requisition for title or other compulsory acquisition, on the date upon which the relevant requisition for title or other compulsory acquisition occurs; or
 
 
(e)
in the case of capture, seizure, arrest, detention, or confiscation of the Vessel by any government or by persons acting or purporting to act on behalf of any government, government authority or any other person or entity which deprives the Owner of the Vessel or, as the case may be, the Charterer of the use of the Vessel for more than 60 days, upon the expiry of the period of 60 days after the date upon which the relevant capture, seizure, arrest, detention or confiscation occurred.
 
Debt Service Account means the bank account opened in the name of the Owner with the Account Bank and designated “Kithira Debt Service Account”.

 
5
 

 
Debt Service means, in relation to any Calculation Period, an amount equal to the aggregate of:
 
 
(a)
Financing Costs accruing; and
 
 
(b)
Financing Principal payable (other than as a result of a prepayment obligation),
 
in that period less any amounts accruing for payment to the Owner in that period under a Swap Agreement.
 
Debt Service Cover Ratio means, on any Repayment Date, the ratio of Net Cash Flow to Debt Service for the Calculation Period ending on that Repayment Date.
 
Debt Service Reserve Account means the bank account in the name of the Owner with the Account Bank and designated “Kithira Debt Service Reserve Account”.
 
Deed of Covenants means the deed of covenants to be entered into between the Owner and the Security Trustee collateral to the Mortgage.
 
Default means:
 
 
(a)
an Event of Default; or
 
 
(b)
an event or circumstance which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) an Event of Default.
 
Delivery Date means the date of actual delivery of the Vessel to the Owner under the terms of the Shipbuilding Contract.
 
Delivery General Assignment means the assignment of the Requisition Compensation and the Obligatory Insurances together with all benefits under the contracts, policies and entries under the Obligatory Insurances and all claims in respect of them in substantially the form of Appendix 1 (Form of Delivery General Assignment) together with any and all notices and acknowledgements entered into in connection therewith.
 
Delivery Loan means the Loan to be advanced under this Agreement on the Final Completion Date in relation to the final Instalment.
 
Deposit Bank means initially Deutsche Bank AG, London Branch or, as the case may be, any other bank or financial institution substituting or replacing it pursuant to Clause 12.11 of this Agreement or, as the case may be, clause 3.3 of the DPP.
 
Distribution means the payment by the Owner by way of any payment, repayment, redemption or dividend, capital reduction, distribution or the like to any of its shareholders.
 
Dollars or US$ means the lawful currency for the time being of the United States of America.
 
DPP means the deed of proceeds and priorities in the form attached at Appendix 5 (Form of DPP) to be entered into on or prior to the Incidental Costs Loan Utilisation Date between (inter alios) the Facility Agent, the Security Trustee, the Owner, the Sponsor and the Swap Banks.

 
6
 

 
 
Drilling Charter has the meaning given to it in Clause 16.22(a).
 
Drilling Charter Cut-off Date means the earlier of 31 January 2010 and the Instalment Loan 2 Utilisation Date.
 
Earnings means all present and future moneys and claims which are earned by or become payable to or for the account of the Owner in connection with the operation or ownership of the Vessel and including but not limited to:
 
 
(a)
freights, passage and hire moneys (howsoever earned), including, for the avoidance of doubt, charterhire and charterhire performance bonuses payable under any Drilling Charter;
 
 
(b)
Liquidated Damages Payments;
 
 
(c)
remuneration for salvage and towage services;
 
 
(d)
demurrage and detention moneys;
 
 
(e)
all moneys and claims in respect of the requisition for hire of the Vessel;
 
 
(f)
payments received in respect of off-hire insurance; and
 
 
(g)
damages for breach or payments for termination of a Drilling Charter or any other contract for the employment of the Vessel.
 
Earnings Deposit Date shall have the meaning given to that term in Clause 12.3 (Transfers to the Operating Expenses Account).
 
Eksportfinans means Eksportfinans ASA located at Postboks 1601 Vika, 0119, Oslo, Norway.
 
Eksportfinans CIRR means 3.93 per cent. per annum.
 
Eksportfinans Lenders means the lenders described in Schedule 1 as Eksportfinans Lenders together with any New Lenders in respect of an Eksportfinans Loan.
 
Eksportfinans Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the Eksportfinans Lenders.
 
Environment means:
 
 
(a)
any land including, without limitation, surface land and sub-surface strata, sea bed or river bed under any water (as referred to below) and any natural or man-made structures;
 
 
(b)
water including, without limitation, coastal and inland waters, surface waters, ground waters and water in drains and sewers;

 
7
 

 
 
(c)
air including, without limitation, air within buildings and other natural or man-made structures above or below ground; and
 
 
(d)
flora, fauna and ecological systems.
 
Environmental Affiliate means the Owner, the Sponsor and the Manager together with their respective officers, directors and employees and, during the Post-Completion Period, all of those persons for whom the Owner, the Sponsor or the Manager is responsible under any Applicable Law in respect of any activities undertaken in relation to the Vessel.
 
Environmental Approvals means any permit, licence, approval, consent, certificate, registration, ruling, variance, exemption or other authorisation required under applicable Environmental Laws.
 
Environmental Claim means any claim by any person or persons or any governmental, judicial or regulatory authority which arises out of any breach, contravention or violation of (or liability under) Environmental Law, the existence of any liability arising from such breach, contravention or violation, or the presence of or Release of any Hazardous Material.  In this context, claim means: a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action by any governmental, judicial or regulatory authority; and any form of enforcement or regulatory action, but shall exclude a frivolous or vexatious claim which is being contested in good faith and with due diligence and which is discharged or struck out within 14 days.
 
Environmental Laws means any or all Applicable Law relating to or concerning:
 
 
(a)
pollution or contamination of the Environment, including any remediation of any pollution or contamination on the restoration or repair of any damage to the Environment;
 
 
(b)
the protection of the Environment and human health or safety or any living organisms which inhabit the Environment or any ecological system;
 
 
(c)
the generation, manufacture, processing, distribution, use (including abuse), treatment, storage, deposit, disposal, transport or handling of Hazardous Materials;
 
 
(d)
the Release or other form of transmission into the Environment of noise, vibration, dust, fumes, gas, odours, smoke, steam, effluvia, heat, light, radiation (of any kind), infection, electricity or any Hazardous Material and any matter or thing capable of constituting a nuisance or an actionable tort or breach of statutory duty of any kind in respect of such matters; and
 
 
(e)
the provision and maintenance of bonds, guarantees or other forms of financial assurance required by any Governmental Entity in connection with activities that could have an adverse effect on the Environment.
 
Equity Account means the bank account opened in the name of the Owner with the Equity Account Bank and designated “Kithira Equity Account” for the purposes of the holding of the Equity Collateral.

 
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Equity Account Bank means EFG Eurobank Ergasias S.A. or any other bank or financial institution approved by the Facility Agent (acting on the instructions of the Majority Lenders).
 
Equity Account Charge means the charge document in the form attached at Appendix 9 (Form of Equity Account Charge) entered into or to be entered into on or prior to the Incidental Costs Loan Utilisation Date by the Owner in favour of the Security Trustee in respect of the Equity Account.
 
Equity Collateral means the cash security paid or to be paid by the Owner, or, as the case may be, the Sponsor pursuant to Clause 12.2(a)(iii).
 
Equity Contribution means in respect of each Utilisation Date the amount required to be paid in respect of Vessel Costs not funded by the Loan to be made on such date.
 
Event of Default means an event or circumstance specified as such in Clause 18 (Default) of this Agreement.
 
Excess Risks means:
 
 
(a)
the proportion of claims for general average, salvage and salvage charges which are not recoverable as a result of the value at which the Vessel is assessed for the purpose of such claims exceeding her hull and machinery insured value; and
 
 
(b)
collision liabilities not recoverable in full under the hull and machinery insurance by reason of those liabilities exceeding such proportion of the insured value of the Vessel as is covered by the hull and machinery insurance.
 
Expected Contract Price means US$691,462,966 being the expected amount as at the date of this Agreement payable by the Owner to the Builder under and in accordance with the terms of the Shipbuilding Contract.
 
Facility means the term loan facility made available under this Agreement.
 
Facility Office means, in respect of a Lender, the office through which that Lender will perform its obligations under this Agreement from time to time subject to Clause 27.5 (Costs resulting from change of Lender or Facility Office).
 
Fee Letter means any letter entered into by reference to this Agreement between one or more Administrative Parties, the Account Bank and/or the Mandated Lead Arranger and/or any Lender and the Owner (or Affiliate of the Owner or the Sponsor) setting out the amount of certain fees relating to the Facility.
 
Final Completion Date means the later of:
 
 
(a)
the date of actual delivery of the Vessel by the Owner to the Charterer under the Drilling Charter and unconditional acceptance by the Charterer under the terms thereof; and
 
 
(b)
the date of confirmation to the Facility Agent from the Technical Adviser that the Vessel’s design and performance fulfils the technical specifications required under the Shipbuilding Contract and the Drilling Charter.

 
9
 

 
 
Final Maturity Date means 31 December, 2020.
 
Finance Document means:
 
 
(a)
this Agreement;
 
 
(b)
each Security Document;
 
 
(c)
the DPP;
 
 
(d)
the GIEK Security Trustee Letter;
 
 
(e)
each Swap Agreement;
 
 
(f)
each Fee Letter;
 
 
(g)
each Transfer Certificate;
 
 
(h)
the Account Bank Mandate; and
 
 
(i)
any other document designated as such by the Facility Agent and the Owner.
 
Finance Party means a Lender, a Swap Bank or an Administrative Party.
 
Financial Indebtedness means any indebtedness for or in respect of:
 
 
(a)
moneys borrowed;
 
 
(b)
any amount raised by acceptance under any acceptance credit agreement (including any dematerialised equivalent);
 
 
(c)
any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or other similar instrument;
 
 
(d)
any redeemable preference share;
 
 
(e)
the amount of any liability in respect of a lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;
 
 
(f)
receivables sold or discounted (otherwise than on a non-recourse basis);
 
 
(g)
the acquisition cost of any asset or service to the extent payable after its acquisition or possession by the party liable where the advance or deferred payment is arranged primarily as a method of raising finance or of financing the acquisition of that asset or service;
 
 
(h)
any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark to market value of the derivative transaction will be used to calculate its amount);

 
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(i)
any amount raised under any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing other than trade credits incurred in the ordinary course of business with credit terms of no longer than 90 days;
 
 
(j)
any counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution; or
 
 
(k)
the amount of any liability in respect of any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in the above paragraphs.
 
Financing Costs means any of the following payable by the Owner:
 
 
(a)
interest, fees and any other costs or expenses payable under the Finance Documents;
 
 
(b)
any Swap Costs; and
 
 
(c)
any Tax in respect of any of the above.
 
Financing Principal means the amount of principal payable by the Owner in respect of the Loans from time to time.
 
Five Year Drilling Charter means a Drilling Charter entered into in respect of the Vessel for a minimum term (excluding any optional extensions) of five (5) years from the Final Completion Date.
 
Fixed Rate means the fixed rate of interest payable by the Owner to a Swap Bank under and in accordance with the term, of a Swap Agreement.
 
Floating Charge means the charge document in the form attached at Appendix 11 (Form of Floating Charge) entered into or to be entered into on or prior to the Utilisation Date for the Incidental Costs Loan by the Owner in favour of the Security Trustee over all and any assets of the Owner.
 
Force Majeure Event means an event of force majeure as defined in or contemplated by Article III of the Shipbuilding Contract or any event of force majeure as defined or contemplated by the Drilling Charter.
 
General Assignment means the assignment of the Shipbuilding Contract, the Construction Insurances, the Earnings and the Refund Guarantee, in the form attached at Appendix 6 (Form of General Assignment) and entered into or to be entered into on or prior to the Incidental Costs Loan Utilisation Date, granted by the Owner in favour of the Security Trustee together with any and all notices and acknowledgements entered into in connection therewith.
 
GIEK means Garanti Instituttet for Eksportkreditt of Dronning Mauds, gate 15, P.O. Box 1763 Vika 0122, Oslo, Norway.
 
GIEK Conditions means “GIEK’s Export Guarantees – General Conditions – Lenders Guarantee” and the conditions set out in the GIEK Guarantee.

 
11
 

 
GIEK Guarantee means the buyer’s credit guarantee, including the GIEK Conditions, to be issued by GIEK in favour of the Eksportfinans Lenders covering the Eksportfinans Loans.
 
GIEK Security Trustee Letter means the letter in the form attached at schedule 4 to the DPP.
 
Government Entity means, in respect of any country:
 
 
(a)
any natural government, political subdivision thereof, or local jurisdiction therein; and
 
 
(b)
any instrumentality, board, commission, court or agency thereof, however constituted.
 
Gross Revenue means, for any Calculation Period, the aggregate Earnings received in such period in respect of the Vessel.
 
Hazardous Material means any element or substance, whether natural or artificial, and whether consisting of gas, liquid, solid or vapour, whether on its own or in any combination with any other element or substance or radiation, which is listed, identified, defined or determined by any Environmental Law or other Applicable Law as hazardous, harmful, a contamination or waste and/or capable of being or becoming harmful to mankind or any living organism or damaging to the Environment, including, without limitation, oil (as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and the Oil Pollution Act of 1990, as amended).
 
Hedged Portion means, from time to time, the principal amount of any outstanding Loans the interest on which has been hedged by the Owner with a Swap Bank under and in accordance with the terms of any Swap Agreement.
 
Holding Company means, in relation to a company or corporation, any company or corporation of which it is a Subsidiary.
 
IFRS means the International Financial Reporting Standards issued by the board of the International Accounting Standard Committee from time to time.
 
Incidental Costs means the Incidental Vessel Costs and the Incidental Loan Costs.
 
Incidental Costs Loan means the Loan, if any, to be advanced under the terms of this Agreement during the Incidental Costs Loan Availability Period in relation to payment of Incidental Loan Costs (other than interest and Commitment fees) and Incidental Vessel Costs in the maximum principal amount specified in Clause 4.2(b).
 
Incidental Costs Loan Availability Period means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date and (ii) the Longstop Date.
 
Incidental Loan Costs means:
 
 
(a)
each of the fees referred to in Clause 22 (Fees) and payable under the terms of the Fee Letters during the Pre-Completion Period;

 
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(b)
any and all costs and expenses which are payable by the Owner to the Secured Parties pursuant to Clause 24.1 (Initial costs) within a period of three (3) months from the date of this Agreement; and
 
 
(c)
interest in the Pre-Completion Period calculated and payable in accordance with Clause 7.1(a).
 
Incidental Vessel Costs means, during the Pre-Completion Period:
 
 
(a)
reasonable and properly incurred costs paid by the Owner in connection with the Vessel in excess of the Contract Price, in respect of those items detailed in Schedule 7 (Incidental Vessel Costs), for which supporting invoices or receipts have been provided to the Security Trustee;
 
 
(b)
the Initial Debt Service Reserve Contribution; and
 
 
(c)
any interest accrued and payable to the Eksportfinans Lenders in respect of the Eksportfinans Loans drawn under this Facility.
 
Incidental Vessel Costs Loan means any Loan to be advanced under the terms of this Agreement in relation to Incidental Vessel Costs.
 
Increased Cost means:
 
 
(a)
an additional or increased cost;
 
 
(b)
a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital; or
 
 
(c)
a reduction of an amount due and payable under any Finance Document,
 
which is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to that Finance Party having entered into any Finance Document or funding or performing its obligations under any Finance Document.
 
Initial Debt Service Reserve Contribution means the payment to be made by the Owner or the Sponsor to the Debt Service Reserve Account in accordance with Clause 12.8(a) (Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan) of this Agreement.
 
Initial Equity Contribution means US$99,150,000 to be contributed by the Sponsor to the Owner by way of equity and to be paid to the Builder under the terms of the Shipbuilding Contract on or prior to the Incidental Costs Loan Utilisation Date in satisfaction of the Instalments referred to in Article II paragraphs 4(a)(i) to 4(a)(iii) inclusive of the Shipbuilding Contract.
 
Instalment means an amount due and payable by the Owner under the terms of the Shipbuilding Contract.
 
Instalment Loan has the meaning given to it in Clause 4.1(c).

 
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Instalment Loan 1 means the first Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 1 Availability Period in relation to the Instalment referred to in Article II paragraph 4(b) of the Shipbuilding Contract.
 
Instalment Loan 2 means the second Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 2 Availability Period in relation to the Instalment referred to in Article II paragraph 4(c) of the Shipbuilding Contract.
 
Instalment Loan 3 means the third Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 3 Availability Period in relation to the Instalment referred to in Article II paragraph 4(d) of the Shipbuilding Contract.
 
Instalment Loan 1 Availability Period means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date and (ii) the Longstop Date.
 
Instalment Loan 2 Availability Period means the period from but excluding the Utilisation Date of the Instalment Loan 1 to and including the earlier of (i) the Delivery Date and (ii) the Longstop Date.
 
Instalment Loan 3 Availability Period means the period from but excluding the Utilisation Date of the immediately preceding Loan (if any) to and including the earlier of (i) the Delivery Date and (ii) the Longstop Date.
 
Insurers means the underwriters or insurance companies with whom any Obligatory Insurances are effected and the managers of any protection and indemnity or war risks association in which the Vessel may at any time be entered.
 
Insurance Market Value means the fair market value of the Vessel, being the average of valuations of the Vessel obtained from the Approved Brokers with or without physical inspection of the Vessel (as the Security Trustee may reasonably require) on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller, on an “as is, where is” basis, free of any existing charter or other contract of employment and or pool arrangement.
 
ISM Code means the International Safety Management Code (including the guidelines on its implementation) adopted by the International Maritime Organization Assembly as Resolutions A.741(18) and A.788(19), as the same may have been or may be amended or supplemented from time to time.  The terms “safety management system”, “Safety Management Certificate”, “Document of Compliance” and “major non-conformity” shall have the same meanings as are given to them in the ISM Code.
 
ISPS Code means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been or may be amended or supplemented from time to time.
 
KEXIM means the Export Import Bank of Korea.

 
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KEXIM Guarantee means the guarantee agreement to be issued by KEXIM in favour of the KEXIM Lenders (other than KEXIM) covering the KEXIM Loan (other than that portion advanced by KEXIM itself).
 
KEXIM Lenders means the lenders detailed in Schedule 1 as KEXIM Lenders together with any New Lenders in respect of a KEXIM Loan.
 
KEXIM Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the KEXIM Lenders.
 
Korea means the Republic of Korea.
 
Lender means:
 
 
(a)
an Original Lender; or
 
 
(b)
any person which becomes a Party in accordance with Clause 27.2 (Assignments and transfers by Lenders),
 
and Lenders means all of them.
 
Leverage Ratio means, as at any date of determination, the ratio of the latest Market Value of the Vessel (plus the value attributed to any additional security provided pursuant to Clause 16.33 (Leverage Ratio) as determined by the Facility Agent from time to time) to the aggregate principal amount outstanding under the Facility.
 
LIBOR means for a Term of any Loan or overdue amount:
 
 
(a)
the applicable Screen Rate; or
 
 
(b)
if no Screen Rate is available for the relevant currency or for any Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Security Trustee at its request, quoted by the Reference Banks to leading banks in the London interbank market,
 
as of 11.00 a.m. on the second London Business Day before the start of the Term for the offering of deposits in Dollars for a period comparable to that Term.
 
Liquidated Damages Payment means the amount of any liquidated damages payable to the Owner by the Builder pursuant to Article III of the Shipbuilding Contract.
 
Loan means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount outstanding of that borrowing.
 
London Business Day means a day (other than a Saturday or a Sunday) on which banks are open for business in London.
 
Longstop Date has the meaning given to that term in Clause 6.2(d) (Mandatory prepayment).

 
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Losses means each and every liability, loss, charge, claim, demand, action, proceeding, damage, judgment, order or other sanction, enforcement, penalty, fine, fee, commission, interest, lien, salvage, general average, cost and expense of whatsoever nature suffered or incurred by or imposed on any of the Finance Parties.
 
LTC Ratio means the ratio of all of the Loans to the aggregate of all of the Loans and the Sponsor Equity, as in the formula:
 
   
 Σ Loans
    
 
Σ Loans + Sponsor Equity
    
     
 
Maiden Voyage Costs means any costs of the Vessel incurred in respect of its maiden voyage from the place of delivery under the Shipbuilding Contract to the first location provided for in a Drilling Charter, including costs associated with positioning the Vessel for delivery under such Drilling Charter.
 
Majority Lenders means Lenders:
 
 
(a)
whose share in the outstanding Loans and whose undrawn Commitments then aggregate not less than 80% of the aggregate of all the outstanding Loans and the undrawn Commitments of all the Lenders and who include at least (but without limitation) one (1) Commercial Lender whose share in the outstanding Loans and whose undrawn Commitments in connection with the Loans then aggregate more than 1 % of the aggregate of all the outstanding Loans and the undrawn Commitments of the Lenders; or
 
 
(b)
if there is no Loan then outstanding, whose undrawn Commitments then aggregate not less than 80% of the Total Commitments and who include at least (but without limitation) one (1) Commercial Lender whose undrawn Commitments in connection with the Loans then aggregate more than 1 % of the aggregate of all the undrawn Commitments of the Lenders; or
 
  (c)
if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated not less than 80% of the Total Commitments immediately before the reduction and who include at least (but without limitation) one (1) Commercial Lender whose undrawn Commitments in connection with the Loans aggregated more than 1 % of the aggregate of all the outstanding Loans and the undrawn Commitments of the Lenders,
 
PROVIDED that for such purpose, and subject always to the further provisos below (i) each Lender which has a separate participation in the Commercial Loans and/or the Kexim Loans and/or the Eksportfinans Loans may vote its separate participation in each of such class of Loans as if it were a separate Lender and (ii) each Lender may split its vote in relation to each such separate participation in such proportions, as it, in its absolute discretion,  determines, as if each such proportion were held by a separate Lender AND PROVIDED FURTHER THAT the voting rights of the KEXIM Lenders shall be exercised by KEXIM as if all such voting rights belonged to KEXIM.

 
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Management Agreement means the management agreement in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) to be entered into between the Manager and the Owner prior to the Utilisation Date for the Instalment Loan 1 for the monitoring, organisation and supervision by the Manager in relation to the project during the Pre-Completion Period and for the operation and servicing of the Vessel during the Post-Completion Period.
 
Management Agreement Assignment means the assignment of the Management Agreement in the form attached at Appendix 10 (Form of Management Agreement Assignment) and to be entered into on or prior to the Utilisation Date for the Instalment Loan 1, granted by the Owner in favour of the Security Trustee together with any and all notices and acknowledgments entered into in connection therewith.
 
Manager means Ocean Rig ASA (whether acting alone or through Cardiff Marine Inc. as provider of certain administrative services) or such other person in each case approved by the Charterer from time to time and the Facility Agent (acting on the instructions of the Majority Lenders).
 
Mandatory Cost means the percentage rate per annum calculated by the Facility Agent under Schedule 8 (Calculation of the Mandatory Cost).
 
Mandatory Prepayment Event means any of the events referred to in Clause 6 (Prepayment and Cancellation) as a result of which the Owner is obliged to prepay any one or more of the Loans or any Lender’s participation in the Loans.
 
Market Value means at any time the aggregate of:
 
 
(a)
the net present value of the expected Net Cash Flow to be derived from each existing Drilling Charter as calculated by the Facility Agent in its sole discretion on the basis of a discount rate of 6 per cent. per annum and information then available to it and on the basis that:
 
 
(i)
during the first year of each Drilling Charter the Operating Expenses shall be US$150,000 per day and utilization rate of 95 per cent. for the Vessel; and
 
 
(ii)
thereafter the Operating Expenses and the utilization rate of the Vessel shall be the Operating Expenses actually incurred and utilization rate actually achieved during the previous twelve month period of the relevant Drilling Charter; and
 
 
(b)
the forecasted fair market value of the Vessel derived from a valuation of the Vessel obtained from one Approved Broker with or without physical inspection of the Vessel (as the Security Trustee may reasonably require) on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller, on an “as is, where is” basis, as at the latest expiry date of the then existing Drilling Charters.
 
Material Adverse Effect means a material adverse effect on:

 
17
 

 
(a)           the ability of the Owner or the Sponsor to perform its obligations under the Transaction Documents;
 
 
(b)
the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to any Finance Document; or
 
 
(c)
any right or remedy of a Finance Party in respect of a Finance Document.
 
Maximum Eksportfinans Loan Amount means the lesser of (a) 44.4 per cent. of the Total Commitments and (b) US$250,000,000.
 
Maximum Facility Amount means the lower of (i) US$562,500,000 and (ii) an amount equal to 70% of the Vessel Cost.
 
Maximum Commercial Loan Amount means the lesser of (a) 20.0 per cent. of the Total Commitments and (b) US$112,500,000.
 
Maximum KEXIM Loan Amount means the lesser of (a) 35.6 per cent. of the Total Commitments and (b) US$200,000,000.
 
Moody’s means Moody’s Investor Services Inc. and any successor thereto.
 
Mortgage means the first preferred Maltese ship mortgage (and the Deed of Covenants collateral thereto) to be given by the Owner in favour of the Security Trustee on or prior to the Delivery Loan in the form attached at Appendix 2 (Form of Mortgage).
 
Net Cash Flow means, for any Calculation Period:
 
 
(a)
Gross Revenues received; minus
 
 
(b)
Operating Expenses and CAPEX Expenses payable.
 
Obligatory Insurances means all contracts and policies of insurance (other than the Contractor Insurances) and all entries in clubs and/or associations which are from time to time required to be effected and maintained in accordance with Clause 17.1 (Scope of Obligatory Insurances) in respect of the Vessel.
 
OECD means the Organisation for Economic Co-operation and Development.
 
Operating Expenses Account means the bank account opened in the name of the Owner with the Account Bank and designated “Kithira Operating Expenses Account”.
 
Operating Expenses means expenses incurred by the Owner in connection with the transportation, operation, employment, maintenance, repair, running and insurance of the Vessel, including maintaining the ownership and legal fees, rentals, wages or fees which the Owner may be required to pay pursuant to the Management Agreement, the cost of maintaining Obligatory Insurances and other insurances maintained for the Vessel and payment of Tax properly payable by the Owner.

 
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Operational Software means, at any time, any software which is then being used in connection with the operation, navigation or maintenance of the Vessel.
 
Other Shipbuilding Contract means the turn key building contract between the Builder and the Other Owner dated 17th September, 2007 pursuant to which the Builder agreed to build and deliver the Other Vessel to the Other Owner.
 
Other Owner means Drillship Hydra Owners Inc.
 
Other Vessel means the drillship being constructed by the Builder for the Other Owner with Hull Number 1837.
 
Owner’s Shipbuilding Contract Guarantee means the performance guarantee entered or to be entered into in the form as set out in Exhibit 5 to the Shipbuilding Contract securing the obligations of the Owner to the Builder under the Shipbuilding Contract.
 
Parent means Kithira Shareholders Inc., a corporation incorporated in the Marshall Islands and the sole shareholder of the Owner whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
 
Parent Shareholder means Drillships Investment Inc., a corporation incorporated in the Marshall Islands and the sole shareholder of the Parent  whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
 
Party means a party to this Agreement.
 
Permitted Liens means, in respect of any of the Security Assets:
 
 
(a)
Security Interests created by the Security Documents;
 
 
(b)
liens for unpaid crew’s wages including wages of the master and stevedores employed by the Vessel, outstanding in the ordinary course of business for not more than one month after the due date for payment;
 
 
(c)
any Security Interest constituted by or securing any netting or set-off arrangement entered into in the normal course of the Owner’s banking arrangements in respect of any bank accounts opened by it and which have not been secured in favour of the Finance Parties pursuant to the Security Documents;
 
 
(d)
liens for salvage;
 
 
(e)
liens for classification or scheduled dry-docking or for necessary repairs to the Vessel whose aggregate cost does not exceed US$10,000,000 at any one time in respect of the Vessel;
 
 
(f)
liens for collision;
 
 
(g)
liens for master’s disbursements incurred in the ordinary course of business;

 
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(h)
statutory and common law liens of carriers, warehousemen, mechanics, suppliers, materials men, repairers or other similar liens, including maritime liens, in each case arising in the ordinary course of business, due and outstanding for not more than one month whose aggregate value does not exceed US$10,000,000; and
 
 
(i)
any lien created or permitted to subsist with the prior written consent of the Security Trustee (acting on instructions of the Majority Lenders),
 
provided, in the case of paragraphs (b) to (h) inclusive, that the amounts which give rise to such liens are paid when due or within any of the time periods stated above or within any applicable grace period or, if not paid when due, are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute (less any applicable deductible) has been obtained by the Owner from underwriters or insurance companies that have been approved by the Facility Agent, (acting on the instructions of the Majority Lenders)), provided further that such proceedings, whether by payment of adequate security into Court or otherwise, do not give rise to a material risk of the Vessel or any interest therein being seized, sold, forfeited or otherwise lost or of criminal liability on any Finance Party.
 
Post-Completion Eksportfinans Interest Rate means the aggregate of the Eksportfinans CIRR and 1.61% per annum (being the post-completion GIEK-premium).
 
Post-Completion Margin means 1.75 % per annum.
 
Post-Completion Period means the period from and including the Final Completion Date until and including the Final Maturity Date.
 
Potential Mandatory Prepayment Event means any event which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) a Mandatory Prepayment Event.
 
Pre-Completion Eksportfinans Interest Rate means the aggregate of the Eksportfinans CIRR and 1.86% (being the pre-completion GIEK-premium).
 
Pre-Completion Margin means 2.00 % per annum.
 
Pre-Completion Period means the period from and including the date on which the Incidental Costs Loan is advanced under this Agreement to but excluding the Final Completion Date.
 
Pre-Delivery Period means the period from and including the date on which the Incidental Costs Loan is advanced under this Agreement to but excluding the Delivery Date.
 
Primary Transfers has the meaning given to that term in Clause 12.2(f) (Proceeds Account).
 
Proceeds Account means the bank account in the name of the Owner with the Account Bank and designated “Kithira Proceeds Account”.
 
Project Parties means each of:
 
 
(a)
the Owner and the Sponsor; and

 
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(b)
from time to time, any of the Builder, the Manager, any Charterer Parent and/or Charterer (but only to the extent, in any such case, that the same has or may in the future have, outstanding liabilities owing to the Owner, the Sponsor or any Finance Party under any Finance Document or Related Contract to which it is a party).
 
Pro Rata Share means, in respect of a Lender:
 
 
(a)
for the purpose of determining a Lender’s share in a utilisation of a Facility, the proportion which its Commitment under that Facility bears to all the Commitments under that Facility; and
 
 
(b)
for any other purpose on a particular date:
 
 
(i)
the proportion which a Lender’s share of the Loans (if any) bears to all the Loans;
 
 
(ii)
if there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date; or
 
 
(iii)
if the Total Commitments have been cancelled otherwise, the proportion which its Commitments bore to the Total Commitments immediately before being cancelled.
 
Protocol of Delivery and Acceptance has the meaning given to such term in the Shipbuilding Contract.
 
Rate Fixing Day means the date falling two London Business Days before the start of a Term for a Loan or such other day as the Facility Agent determines is generally treated as the rate fixing day by market practice in the relevant interbank market.
 
Receiver means an administrative receiver, receiver and manager or receiver in each case appointed under a Security Document.
 
Reference Banks means the Facility Agent and any other bank or financial institution appointed as such for the purpose of this Agreement by the Facility Agent in consultation with the Owner in accordance with Clause 27.6 (Changes to the Reference Banks).
 
Refund Guarantee means the refund guarantee issued by the Refund Guarantor in favour of the Owner.
 
Refund Guarantor means the Export-Import Bank of Korea.
 
Related Contracts means any or all of the following (as the context requires):
 
 
(a)
the Refund Guarantee;
 
 
(b)
the Shipbuilding Contract;
 
 
(c)
the Other Shipbuilding Contract;

 
21
 

 
 
(d)
the Obligatory Insurances;
 
 
(e)
each Drilling Charter;
 
 
(f)
any Charterer Parent Guarantee;
 
 
(g)
the Management Agreement; and
 
 
(h)
the Sister Shipbuilding Contract.
 
Release means an emission, spill, release or discharge into the Environment, including any “release” falling within the definition ascribed to such term pursuant to the United States Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
 
Repayment Date means, subject to the provisions of Clause 5 (Repayment), each of the 18 dates which fall at semi-annual intervals as detailed in the Repayment Schedule, the first such date falling six months after the Final Completion Date and the final such date falling on the Final Maturity Date.
 
Repayment Instalment means each scheduled instalment which is payable in accordance with the Repayment Schedule.
 
Repayment Schedule means the schedule of repayment dates as detailed in Schedule 5 (Loan Repayment Schedule), to be replaced as required in accordance with Clause 5 (Repayment) and Clause 6.9(b) (Partial prepayment of Loans).
 
Repeating Representations means at any time the representations and warranties which are then made or deemed to be repeated under Clause 14.30 (Times for making representations).
 
Request means a request made by the Owner for a Loan, substantially in the form of Schedule 3 (Form of Request).
 
Required DSRA Balance means at any time the aggregate of:
 
 
(a)
(i)
until the date falling immediately prior to the first anniversary of the Utilisation Date in respect of the Delivery Loan, the amount available to be transferred from the Proceeds Account pursuant to Clause 12.8 (Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan) until such time as the balance thereof is the amount referred to in (ii) below; and
 
 
(ii)
thereafter, the aggregate amount required to pay the next scheduled principal and interest instalment under this Agreement on or before the next Repayment Date (with scheduled interest in respect of any Hedged Portion being deemed to be payable at the applicable Fixed Rate); and
 
 
(b)
the amount from time to time deposited pursuant to Clause 16.33(b)(ii) (Leverage Ratio).
 
Required Insurance Amount means, on an agreed value basis, the higher of (a) 125 % of the aggregate of the outstanding Loans and (b) the Insurance Market Value of the Vessel.

 
22
 

 
Requisition Compensation means all moneys or other compensation payable by reason of requisition for title to, or other compulsory acquisition of, the Vessel including requisition for hire.
 
Retention Period means each period commencing, in the case of the first such period, on (and including) the Final Completion Date and ending on (but excluding) the first Repayment Date, in the case of each other such period, on (and including) a Repayment Date and ending on (but excluding) the next Repayment Date or, in the case of the final such period, the Final Maturity Date.
 
Required Prepayment Percentage means the sum expressed as a percentage of the following formula (provided that if such sum is a negative figure, the sum shall be construed as zero):
 
(A x 0.6) - B     x 100
C
 
where:
 
 
A
is the aggregate of B and C;
 
 
B
is the amount of all of the Loans (as defined in the Sister Loan Agreement) outstanding under the Sister Loan Agreement; and
 
 
C
is the amount of all of the Loans outstanding under this Agreement.
 
S&P means Standard & Poor’s Ratings Group and any successor thereto.
 
Scheduled Delivery Date means 31 July 2011.
 
Scheduled Instalment Amount means:
 
 
(a)
for the Instalment payable on the Instalment Loan 1 Utilisation Date, the lower of 15.45% of the Expected Contract Price and US$106,789,466;
 
 
(b)
for the Instalment payable on the Instalment Loan 2 Utilisation Date, the lower of 15.05% of the Expected Contract Price and US$104,040,750;
 
 
(c)
for the Instalment payable on the Instalment Loan 3 Utilisation Date, the lower of 15.05% of the Expected Contract Price and US$104,040,750;
 
 
(d)
for the Instalment payable on the Delivery Loan Utilisation Date, the lower of 40.125% of the Expected Contract Price and US$277,442,000.
 
Screen Rate means the British Bankers Association Interest Settlement Rate for the relevant currency and Term displayed on the BBA Page LIBOR 01. If the relevant page is replaced or the service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Owner and the Lenders.
 
Secured Liabilities means all present and future obligations and liabilities (actual or contingent) of the Owner, the Parent, the Parent Shareholder, the Sister Owner, the Sister Parent, or the Sponsor to the Secured Parties or any of them under or in connection with any Finance Document or any Sister Finance Document.

 
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Secured Party means a Finance Party and any Sister Finance Party or GIEK.
 
Security Agreements means:
 
 
(a)
the Mortgage;
 
 
(b)
the General Assignment;
 
 
(c)
the Share Charge;
 
 
(d)
the Sponsor Construction and Post-Delivery Guarantee;
 
 
(e)
the Swap Agreement Assignment;
 
 
(f)
the Delivery General Assignment;
 
 
(g)
the Accounts Charge Agreement;
 
 
(h)
the Equity Account Charge;
 
 
(i)
the Charter Assignment;
 
 
(j)
the Charterer Direct Agreement;
 
 
(k)
the Management Agreement Assignment;
 
 
(l)
the Floating Charge; and
 
 
(m)
any other document designated as such in writing by the Owner and the Facility Agent.
 
Security Assets means any asset which is the subject of a Security Interest created by a Security Document.
 
Security Document means:
 
 
(a)
each Security Agreement; and
 
 
(b)
any other document evidencing or creating security over any asset of the Owner to secure any obligation of the Owner to the Finance Parties or any of them under the Finance Documents.
 
Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect.
 
Security Period means the period beginning on the date of the relevant Security Document and ending on the date on which all the Secured Liabilities have been unconditionally and irrevocably paid, performed and discharged in full.

 
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Share Charge means the charge in respect of the issued share capital of each of the Owner, the Parent and the Parent Shareholder in the form attached at Appendix 7 (Form of Share Charge) entered into or to be entered into on or prior to the Incidental Costs Loan Utilisation Date and granted by each of the Parent, the Parent Shareholder and the Sponsor, respectively, in favour of the Security Trustee.
 
Shipbuilding Contract means the turn key building contract between the Builder and the Owner dated as of 24 January 2008 (as may further be amended or supplemented from time to time) pursuant to which the Builder agreed to build and deliver the Vessel to the Owner.
 
Sister Drilling Charter has the meaning given to the term “Drilling Charter” in the Sister Loan Agreement.
 
Sister Event of Default has the meaning given to the term “Event of Default” in the Sister Loan Agreement.
 
Sister Finance Documents has the meaning given to the term “Finance Documents” in the Sister Loan Agreement.
 
Sister Finance Party has the meaning given to the term “Finance Party” in the Sister Loan Agreement.
 
Sister Five Year Drilling Charter has the meaning given to the term “Five Year Drilling Charter” in the Sister Loan Agreement.
 
Sister Loan Agreement means the credit facility agreement entered into on or about the date hereof between the Sister Owner, the Original Lenders as lenders, the Security Trustee as security trustee and the Facility Agent as facility agent in respect of the Sister Vessel.
 
Sister Owner means Drillship Skopelos Owners Inc., a company incorporated in the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands.
 
Sister Parent has the meaning given to the term “Parent” in the Sister Loan Agreement.
 
Sister Refund Guarantee means the refund guarantee issued by the Refund Guarantor in favour of the Sister Owner.
 
Sister Security Trustee has the meaning given to the term “Security Trustee” in the Sister Loan Agreement.
 
Sister Shipbuilding Contract means the turn key building contract between the Builder and the Sister Owner dated as of 24 January 2008 pursuant to which the Builder agreed to build and deliver the Sister Vessel to the Sister Owner.
 
Sister Three Year Drilling Charter has the meaning given to the term “Three Year Drilling Charter” in the Sister Loan Agreement.
 
Sister Vessel means the drillship being constructed by the Builder with Hull Number 1866 pursuant to the Sister Shipbuilding Contract.

 
25
 

 
Software Licences means, at any time, all licences granted to the Owner in respect of the Operational Software.
 
Software Records means, at any time, records in respect of:
 
 
(a)
the Operational Software;
 
 
(b)
the identity of the then current suppliers of the Operational Software;
 
 
(c)
all upgrades carried out in respect of the Operational Software or changes to the Software Licences; and
 
 
(d)
all Software Licences.
 
Sponsor means Dryships Inc., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
 
Sponsor Equity means the aggregate of any Balancing Equity Contribution, the Initial Equity Contribution, the Equity Collateral and the Equity Contributions.
 
Sponsor Construction and Post-Delivery Guarantee means the guarantee and indemnity from the Sponsor dated on or about the date hereof in favour of, and in form and substance satisfactory to, the Security Trustee pursuant to which the Sponsor guarantees and indemnifies the Finance Parties in respect of the obligations of the Owner to pay:
 
 
(a)
the Initial Equity Contribution, each Equity Contribution (including any bonus payments to the Builder if the Vessel is delivered early), the Equity Collateral, amounts to be paid into the Debt Service Reserve Account and each Balancing Equity Contribution at the relevant time; and
 
 
(b)
during the Post-Completion Period, up to U.S.$214,000,000.
 
Subsidiary means:
 
 
(a)
a subsidiary within the meaning of section 736 of the Companies Act 1985; and
 
 
(b)
unless the context otherwise requires, a subsidiary undertaking within the meaning of section 258 of the Companies Act 1985.
 
Swap Agreement means any ISDA Master Agreement, schedule (including any credit support annexed thereto) and confirmation entered into between a Swap Bank and the Owner or any other hedging arrangement entered into between a Swap Bank and the Owner prior to the Utilisation Date for the Incidental Costs Loan in connection with at least 75 per cent. of the interest expected to be payable under this Agreement in respect of the KEXIM Loans and the Commercial Loans, as estimated by the Swap Banks.
 
Swap Agreement Assignment means the assignment of any Swap Agreement, in the form attached at Appendix 4 (Form of Swap Agreement Assignment) entered or to be entered into on or before the Utilisation Date for the Incidental Costs Loan.

 
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Swap Bank means Deutsche Bank AG acting through its London branch (or any Affiliate thereof), and Dexia Credit Local, New York Branch, and from time to time, any person party to the DPP in its capacity as a swap bank.
 
Swap Costs means any amount payable by the Owner under a Swap Agreement except for any Swap Termination Payment.
 
Swap Limit means US$40,000,000.
 
Swap Termination Payment means any sums payable or owing by the Owner to a Swap Bank under or in connection with an Event of Default (as that term is defined in the relevant Swap Agreement) or Termination Event (as that term is defined in the relevant Swap Agreement) or the occurrence of an Early Termination Date (as that term is defined in the relevant Swap Agreement) pursuant to a Swap Agreement whether or not matured and whether or not liquidated.
 
Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
 
Tax Deduction means a deduction or withholding for or on account of Tax made from a payment under a Finance Document.
 
Tax Payment means a payment made by the Owner to a Lender in any way relating to a Tax Deduction or under any indemnity given by the Owner in respect of Tax under any Finance Document.
 
Technical Adviser means Det Norske Veritas or any replacement marine surveyor, valuer or other technical adviser appointed by the Facility Agent on behalf of the Lenders, in consultation with the Owner, to review project progress on the Shipbuilding Contracts and Drilling Charter and to report to the Lenders thereon.
 
Technical Proposal means the technical due diligence proposal dated 30 June 2008 and issued by the Technical Adviser.
 
Technical Records means all technical data, manuals, logbooks and other records (whether kept or to be kept in compliance with any Applicable Law or any requirement of any Government Entity or the Drilling Charter) relating to the Vessel.
 
Term means each period determined under Clause 8 (Terms) by reference to which interest payable on a Loan is calculated.
 
Three Year Drilling Charter means a Drilling Charter entered into for a minimum term (excluding any optional extensions) of three (3) years, but less than five (5) years, from the Final Completion Date.
 
Total Commitments means the aggregate of the Commitments of all the Lenders.
 
Total Loss means, in relation to the Vessel:
 
 
(a)
actual, constructive, compromised, agreed or arranged total loss of the Vessel;

 
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(b)
requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire; and
 
 
(c)
capture, seizure, arrest, detention or confiscation of the Vessel by any Government Entity or by persons acting or purporting to act on behalf of any government or any other person or entity which deprives the Owner of the Vessel or, as the case may be, the Charterer of the use of the Vessel for more than 60 days after that occurrence.
 
Transaction Authorisation means any authorisation, permit, licence, consent or approval required by any person or customary for any person to hold in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Transaction Documents, excluding authorisations agreed not to be delivered under the Transaction Documents.
 
Transaction Documents means the Finance Documents and Related Contracts.
 
Transfer Certificate means a certificate, substantially in the form of Schedule 4 (Form of Transfer Certificate), with such amendments as the Security Trustee and the Owner may approve or reasonably require or any other form agreed between the Security Trustee and the Owner.
 
Undrawn Amount means an amount, determined as at the Final Completion Date, equal to the Maximum Facility Amount less the aggregate of the Loans outstanding as at the Final Completion Date following the advance of the Delivery Loan.
 
Undrawn Amount Loan means any Loan to be advanced under the terms of this Agreement in relation to the Undrawn Amount.
 
Utilisation Date means each date on which a Facility or any part thereof is utilised.
 
Vessel means the drillship being constructed in accordance with the Shipbuilding Contract with Hull Number 1865, including all the topside, equipment, buyer’s supplies, parts, material and items constructed, manufactured or assembled under the Shipbuilding Contract incorporated in or attached to it.
 
Vessel Cost means the total of (a) the Contract Price, (b) the Incidental Costs, and (c) any other costs agreed by all of the Lenders.
 
Workscope means the workscope of the Technical Adviser as set out in the Technical Proposal.
 
1.2
Construction
 
 
(a)
In this Agreement, unless the contrary intention appears, a reference to:
 
 
(i)
an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;
 
 
(ii)
assets includes present and future properties, revenues and rights of every description;

 
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(iii)
an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;
 
 
(iv)
disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;
 
 
(v)
indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;
 
 
(vi)
a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality and shall include its successors, permitted assignees and permitted transferees;
 
 
(vii)
a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
 
 
(viii)
know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any Applicable Law to identify a person who is (or is to become) its customer;
 
 
(ix)
a currency is a reference to the lawful currency for the time being of the relevant country;
 
 
(x)
a Default being outstanding or continuing means that it has not been cured, remedied or waived;
 
 
(xi)
a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;
 
 
(xii)
a Clause, a Subclause, an Appendix or a Schedule is a reference to a clause, subclause, appendix of, or a schedule to, this Agreement;
 
 
(xiii)
a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
 
 
(xiv)
a Finance Document, Sister Finance Document, other document or security includes (without prejudice to any prohibition on amendments) any amendment to that Finance Document, Sister Finance Document or other document or security, including any change in the purpose of, any extension of or any increase in the amount of a facility or any additional facility;
 
 
(xv)
a time of day is a reference to London time; and

 
29
 

 
 
(xvi)
words importing the plural shall include the singular and vice versa.
 
 
(b)
Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:
 
 
(i)
if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not);
 
 
(ii)
if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and
 
 
(iii)
notwithstanding subparagraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.
 
 
(c)
Unless expressly provided to the contrary in a Finance Document, a person (other than any Secured Party or Affiliate of such Secured Party) who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any term of any Finance Document, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of that Finance Document.
 
 
(d)
Unless the contrary intention appears or unless the context otherwise permits:
 
 
(i)
a reference to a Party will not include that Party if it has ceased to be a party under this Agreement;
 
 
(ii)
a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and
 
 
(iii)
any obligation of the Owner under the Finance Documents which is not a payment obligation remains in force in accordance with its terms for so long as any payment obligation of the Owner is or may be outstanding under the Finance Documents.
 
 
(e)
If, following the occurrence of an Event of Default which is continuing, any Finance Party acting reasonably considers that an amount paid to it under a Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of that Finance Document.
 
 
(f)
The headings in this Agreement do not affect its interpretation.
 
 
(g)
Where the Owner requests any amendment, waiver or grace period in respect of any provision of the Transaction Documents which would conflict with any provision of the GIEK Guarantee or require consent from GIEK under the GIEK Guarantee, the Eksportfinans Lenders may request the Facility Agent to ask GIEK for a response to such request and the Facility Agent shall not be obliged to respond to the Owner until it receives a response from GIEK.

 
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(h)
Where the Owner requests any amendment, waiver or grace period in respect of any provision of the Transaction Documents which would conflict with any provision of the KEXIM Guarantee or require consent from KEXIM, the KEXIM Lenders may request the Facility Agent to ask KEXIM for a response to such request and the Facility Agent shall not be obliged to respond to the Owner until it receives a response from KEXIM.
 
2.
FACILITIES
 
2.1
Loan Facility
 
 
(a)
Subject to the terms of this Agreement, the Lenders make available to the Owner a term loan facility in a maximum aggregate amount equal to the Maximum Facility Amount.
 
 
(b)
The Facility shall be capable of being drawn up to the Maximum Facility Amount on the dates described in Clause 4.2(a) (Completion of Requests).
 
2.2
Purpose
 
Each Loan may be used only in or towards:
 
 
(a)
financing the cost of construction of the Vessel pursuant to the Shipbuilding Contract;
 
 
(b)
financing such other items and costs as are included in the Vessel Cost; and
 
 
(c)
payment of amounts as described in Clause 4.1(e) (Giving of Requests).
 
2.3
No obligation to monitor
 
No Finance Party is obliged to monitor or verify the utilisation of any Loan.
 
2.4
Nature of a Finance Party’s rights and obligations
 
 
(a)
Unless otherwise agreed in writing by all the Finance Parties:
 
 
(i)
the obligations of a Finance Party under the Finance Documents are several;
 
 
(ii)
failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;
 
 
(iii)
no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;
 
 
(iv)
the rights of a Finance Party under the Finance Documents are separate and independent rights;

 
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(v)
a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights; and
 
 
(vi)
a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.
 
 
(b)
If at any time a Finance Party fails to pay when due its share of any Loan amount when required to do so, the Mandated Lead Arranger agrees that it shall consult with the Owner for a reasonable period of time and act in good faith to assist the Owner in resolving the matter, but at all times without any liability on the part of the Mandated Lead Arranger.
 
 
(c)
Each Swap Bank is a Party to this Agreement only in order to take the benefit of the rights given to the Finance Parties by this Agreement.
 
3.
CONDITIONS PRECEDENT
 
3.1
Conditions precedent documents
 
 
(a)
A Request in respect of any Loan may not be given until the Facility Agent has notified the Owner and the Lenders that it has received all of the documents and evidence set out in Schedule 2 (Conditions Precedent) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent (acting on the instructions of all of the Lenders) or that it expects to receive outstanding documents or evidence on or before the Utilisation Date of such Loan or, in the case of evidence on the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after the date of service of the relevant Request to the Facility Agent (provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant Utilisation Date (or, in the case of evidence of the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which falls one (1) Business Day after the date the Request is served), such outstanding documents or evidence have been received by the Facility Agent in form and substance satisfactory to the Facility Agent (acting on the instructions of all of the Lenders)).  The Facility Agent must give this notification to the Owner and the Lenders promptly upon being so satisfied.
 
 
(b)
That part of the Delivery Loan which relates to all or part of the Instalment payable on the Delivery Date shall, if the Delivery Date has not at such time occurred, be deposited by the Facility Agent into the account of [the Refund Guarantor]1 (the Escrow Account) with its correspondent bank in New York three Business Days prior to the proposed Delivery Date, subject to the following irrevocable instructions (addressed to [the Refund Guarantor] with a copy to the correspondent bank):
 
“We have today credited to the account of [“The Export-Import Bank of Korea”] (account number [●] with [●] ([here inset international recognition codes]) the amount of [insert here the amount of final Loan to be used in respect of the Delivery Date Instalment] United States Dollars (US$[●]) (the Deposit).  This payment is made in connection with the delivery instalment which will become payable by Drillship Kithira Owners Inc. (the Buyer) to Samsung Heavy Industries Co., Ltd. (the Builder) under the terms of the shipbuilding contract dated 24th January 2008 relating to Hull no. 1865 (the Ship).  You are irrevocably instructed to order the release of the Deposit to either (a) the Builder upon your receipt of both (i) a copy of the Protocol of Delivery and Acceptance relating to the Ship signed by the Builder and the Buyer and (ii) a written confirmation from the Facility Agent that the Deposit may be released to the Builder or (b) us (for credit to account number [●] to [●] ([here insert international recognition codes]) upon your receipt of written instructions from both us and the Buyer to do so.  If, by noon (Korean time) on the date which falls [5] days after the proposed Delivery Date, you have not ordered the release of the Deposit to the Builder in accordance with (a) above or to us in accordance with (b) above you shall (unless otherwise instructed by us) immediately instruct the return of the Deposit to us (for credit to the account referred to above) on and for value on the date which falls [5] days after the proposed Delivery Date.”]
1           Samsung to confirm – see Article II paragraph 5(c) of the Shipbuilding Contract.

 
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(c)
If the Delivery Date has not occurred at the time the Request for the Delivery Loan is served, the Owner undertakes with the Finance Parties not to sign a Protocol of Delivery and Acceptance in respect of the Vessel unless the Facility Agent has confirmed that the conditions precedent referred to the Clause 3.1(a) in respect of the Delivery Loan above have been or will, simultaneously with such signing, be satisfied.
 
3.2
Further conditions precedent
 
The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan:
 
 
(a)
the Repeating Representations are correct in all material respects;
 
 
(b)
no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan;
 
 
(c)
the Facility Agent has received an officer’s certificate from the Owner confirming that:
 
 
(i)
save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement;
 
 
(ii)
no Related Contracts have been rescinded or terminated by any party to them;
 
 
(iii)
no action has been taken by (a) the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and
 
 
(iv)
none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and

 
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(d)
the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Date.
 
3.3
Waiver of conditions precedent
 
The conditions precedent in this Clause 3 are solely for the benefit of the Lenders, and may be waived on their behalf in whole or in part and with or without conditions by the Facility Agent (acting on the instructions of all of the Lenders).
 
4.
UTILISATION
 
4.1
Giving of Requests
 
 
(a)
The Owner may borrow a Loan by giving to the Facility Agent a duly completed Request.
 
 
(b)
Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. three Business Days prior to the date of the proposed borrowing and, in respect of the Delivery Loan, ten Business Days prior to the date of the proposed borrowing.  The Owner undertakes that any advance notices regarding expected payment dates of Instalments shall be promptly delivered to the Facility Agent at the same time as such notices are received by the Owner, Manager or Sponsor, as the case may be, from the Builder. The Facility Agent shall provide copies of such advance notices promptly to KEXIM upon receipt of the same from the Owner and to the other Lenders upon request.
 
 
(c)
The Owner may, subject to Clauses 4.1(d) and 4.1(e), submit up to only four Requests, one in respect of each of the Instalment Loan 1, the Instalment Loan 2, the Instalment Loan 3, and the Delivery Loan (each an Instalment Loan).
 
 
(d)
Notwithstanding Clause 4.1(c), the Owner may submit one Request for the Incidental Costs Loan and Requests for Incidental Vessel Costs Loans in accordance with the provisions of Clause 4.2 (Completion of Requests).
 
 
(e)
Notwithstanding Clause 4.1(c), if on the Final Completion Date there is an Undrawn Amount, the Owner may, if the Facility Agent (acting on the instructions of all the Lenders who shall have full discretion in connection with such instructions) so agrees, and on such terms and subject to such conditions as the Facility Agent may, acting on such instructions, require, submit a Request for an amount not exceeding the Undrawn Amount to be used to reimburse the Owner for amounts of Vessel Costs paid by it and not already financed hereunder or such other purposes as the Lenders may agree.
 
 
(f)
Each Request is irrevocable.
 
4.2
Completion of Requests
 
A Request will not be regarded as having been duly completed unless:

 
34
 

 
(a)        the Utilisation Date is a Business Day falling within the relevant Availability Period for that Loan and:
 
 
(i)
for an Instalment Loan (other than the Delivery Loan), is the date on which the corresponding Instalment is payable under the terms of the Shipbuilding Contract;
 
 
(ii)
for the Delivery Loan, is the Final Completion Date; or
 
 
(iii)
for an Incidental Vessel Costs Loan:
 
 
(A)
for the first Incidental Vessel Costs Loan, is a date on or after the date of this Agreement; and
 
 
(B)
for any other Incidental Vessel Costs Loan, is a date falling at least three (3) months after the previous Incidental Vessel Costs Loan Utilisation Date;
 
 
(b)
the requested Incidental Costs Loan is in an amount not exceeding the aggregate amount of:
 
 
(i)
the Incidental Loan Costs incurred in the period up to and including the Utilisation Date of the Incidental Costs Loan;
 
 
(ii)
the aggregate amount of the Approved Incidental Vessel Costs payable in the period up to and including the Utilisation Date of the Incidental Costs Loan and supported by invoices or receipts; and
 
 
(iii)
the aggregate estimated amount of Approved Incidental Vessel Costs which will become payable in the period up to and including the Utilisation Date of the Instalment Loan 1, supported by evidence satisfactory to the Facility Agent (acting in its sole discretion);
 
 
(c)
the requested Loan (other than the requested Incidental Costs Loan) is in an amount not exceeding:
 
 
(i)
if a Drilling Charter and a Sister Drilling Charter has been entered into ten (10) Business Days prior to the relevant Utilisation Date and:
 
 
(A)
the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is a Sister Five Year Drilling Charter; or
 
 
(B)
the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is a Sister Three Year Drilling Charter; or
 
 
(C)
the Drilling Charter is a Three Year Drilling Charter and the Sister Drilling Charter is a Sister Five Year Drilling Charter,
 
a percentage of the Scheduled Instalment Amount or, as applicable the Approved Incidental Vessel Costs (in each case determined by the Facility Agent) to be derived from an iterative process in a manner that the expected LTC Ratio at the Utilisation Date following the advance of the Loan equals zero point seven (0.7); or

 
35
 

 
 
 
(ii)
if the conditions in Clause 4.2(c)(i) have not been met, a percentage of the Scheduled Instalment Amount or, as applicable the Approved Incidental Vessel Costs (in each case determined by the Facility Agent) to be derived from an iterative process in a manner that the expected LTC Ratio at the Utilisation Date following the advance of the Loan equals zero point four (0.4),
 
together with the Incidental Loan Costs to be capitalised or, as the case may be, reimbursed on that Utilisation Date in accordance with Clause 4.4; and
 
 
(d)
the amount requested for any Loan when aggregated with:
 
 
(i)
existing Loans advanced by the Lenders;
 
 
(ii)
the amounts to be drawn down under any other Request issued for drawdown on the proposed Utilisation Date; and
 
 
(e)
all amounts capitalised pursuant to Clause 4.4 (Capitalisation of Incidental Loan Costs),
 
does not exceed the Maximum Facility Amount; and
 
 
(f)
subject to Clause 4.3, the amount of the Loan requested is apportioned pro rata to the Eksportfinans Loan, the KEXIM Loan and the Commercial Loan by reference to the proportion of the Total Commitments borne by the Commitments of the Eksportfinans Lenders, the KEXIM Lenders and Commercial Lenders respectively at the relevant time.
 
Only one Loan may be requested in a Request.
 
4.3
Advance of Loan
 
 
(a)
The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan (as calculated by the Facility Agent in accordance with this Clause 4.3).
 
 
(b)
No Eksportfinans Lender is obliged to participate in the Incidental Costs Loan or any Incidental Vessel Costs Loan.
 
 
(c)
The amount of each Lender’s share of each requested Instalment Loan will be its Pro Rata Share on the proposed Utilisation Date but adjusted so that the total amount lent by the Eksportfinans Lenders in respect of such Loan is equal to the aggregate which would have been, and would be, lent by the Eksportfinans Lenders, if:
 
 
(i)
they had participated to the extent of their Pro Rata Share in the Incidental Costs Loan and each Incidental Vessel Costs Loan drawn on or prior to the Utilisation Date of the relevant Instalment Loan; and

 
36
 

 
 
(ii)
they were to participate to the extent of their Pro Rata Share in the relevant Instalment Loan,
 
and taking into account the amount actually lent by the Eksportfinans Lenders in respect of any Instalment Loans for already drawn.
 
 
(d)
The Facility Agent shall calculate the amount to be lent by each of the Lenders in connection with each Instalment Loan and shall notify each of the Lenders of such amount as soon as practicable after receipt by the Facility Agent of the Request relating to that Instalment Loan.
 
 
(e)
No Lender is obliged to participate in a Loan if, as a result:
 
 
(i)
its share in the Loans under the Facility would exceed its Commitment;
 
 
(ii)
the Loans would exceed the Total Commitments;
 
 
(iii)
in respect of the Eksportfinans Lenders, the aggregate of the Eksportfinans Loans would exceed the Maximum Eksportfinans Loan Amount;
 
 
(iv)
in respect of the KEXIM Lenders, the aggregate of the KEXIM Loans would exceed the Maximum KEXIM Loan Amount; or
 
 
(v)
in respect of the Commercial Lenders, the aggregate of the Commercial Loans would exceed the Maximum Commercial Loan Amount;
 
 
(f)
If the conditions set out in this Agreement have been met, each Lender must ensure that its share in the requested Loan will be available to the Facility Agent for the Owner through its Facility Office by 10.00 a.m. on the relevant Utilisation Date.
 
4.4
Capitalisation of Incidental Loan Costs
 
 
(a)
During the Pre-Completion Period the Commitment fee payable in accordance with Clause 22.1 (Commitment fee), and interest calculated and payable in accordance with Clause 7.1(a) (other than any such Commitment fees or interest included in the Incidental Costs Loan or interest payable to the Eksportfinans Lenders under this Agreement) shall accrue and shall, on the last day of each Term during the Pre-Completion Period, be capitalised and added to the principal amount of the Loans outstanding.
 
 
(b)
The amount of any Incidental Loan Costs to be capitalised may not in any circumstances exceed, when aggregated with the Loans already made and amounts of Incidental Loan Costs already capitalised under the relevant Loan, the Maximum Facility Amount or cause the applicable LTC Ratio set out in Clause 4.2(c)(i) or 4.2(c)(ii) to be breached. Any Incidental Loan Costs due and payable which cannot be capitalised in accordance with this Clause 4.4 must be paid by the Owner on the due date.
 
5.
REPAYMENT
 
 
(a)
The Owner must repay the Loans to the Facility Agent on each Repayment Date in accordance with the Repayment Schedule.

 
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(b)
The Facility Agent shall notify the Owner and the Lenders of any change in the amount or the timing of any Repayment Instalment as soon as practicable prior to or, as the case may be, after the Final Completion Date.  In the event of any such notification, the Facility Agent shall replace the Repayment Schedule attached at Schedule 5 (Loan Repayment Schedule) with a new Repayment Schedule reflecting the correct Repayment Instalments and the correct Repayment Dates and promptly provide a copy thereof to the Owner and the Lenders.
 
 
(c)
The Loans shall be repaid in full on the Final Maturity Date.
 
 
(d)
Any amounts repaid under this Clause 5 may not be re-borrowed.
 
6.
PREPAYMENT AND CANCELLATION
 
6.1
Mandatory prepayment – illegality
 
 
(a)
If it becomes, or to the knowledge of any Lender is to become, unlawful or otherwise prohibited (whether temporarily or permanently) in any jurisdiction for a Lender to perform any of its obligations as contemplated by a Finance Document or to fund or maintain its share in one or more of the Loans, or to exercise any of its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the Owner (any such event being a Lender Event).
 
 
(b)
After notification under paragraph (a) above (and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d) below):
 
 
(i)
the Owner must repay or prepay the share of that Lender in the relevant Loan or Loans on the date specified in paragraph (c) below; and
 
 
(ii)
the Commitments of that Lender will be immediately cancelled.
 
 
(c)
The date for prepayment of a Lender’s share in a Loan will be:
 
 
(i)
the last day of the current Term of that Loan; or
 
 
(ii)
if earlier, the date specified by that Lender in the notice delivered to the Owner under paragraph (a) above (being no earlier than the last day of any applicable grace period permitted by Applicable Law).
 
 
(d)
If, prior to the occurrence of a Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter into discussions in good faith for a period of twenty (20) days (or such shorter period, if any, as may be available prior to the Lender Event taking effect) (the Lender Consultation Period) with a view to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and binding obligations, in form and substance satisfactory to that Lender and the Owner, are put in place.  If that Lender and the Owner cannot agree and complete such arrangements prior to the end of the Lender Consultation Period, the Owner shall be obliged to immediately prepay the share of that Lender in the Loan on the date specified in paragraph (c) above.

 
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6.2
Mandatory prepayment – Total Loss, sale and Related Contracts
 
The Owner shall be obliged to prepay the whole of the Loans then outstanding (and each Lender’s Commitments shall be immediately cancelled) in the following circumstances and at the following times:
 
 
(a)
if there is a Total Loss (whether before or after the Delivery Date), on the earlier of:
 
 
(i)
the date falling 90 days after the Date of Total Loss; and
 
 
(ii)
the date of receipt by the Owner or the Security Trustee of the proceeds of insurance relating to such Total Loss;
 
 
(b)
if the Owner fails to deliver the Vessel to the Charterer in accordance with the terms of a Drilling Charter (other than in circumstances where there is a Charter Termination Event), on the date of such failure;
 
 
(c)
if either the Builder or the Owner is in breach of any of its material obligations under the Shipbuilding Contract, or either the Manager or the Owner is in breach of any of its material obligations under any other Related Contract, on the date falling 20 days after the date on which the Facility Agent gives written notice to the Owner that the Majority Lenders have so determined and such breach is not remedied or otherwise compensated for, in each case, to the satisfaction of the Majority Lenders within such period, or if the matter has been referred to arbitration within that 20-day period, upon the earlier of a settlement being reached in respect of such arbitration and 5 days after the receipt of the final arbitration award;
 
 
(d)
if the Vessel has not been delivered by the Builder and accepted unconditionally by the Charterer under the relevant Drilling Charter by the date falling 210 days after the Scheduled Delivery Date (the Longstop Date), on the Business Day immediately succeeding the Longstop Date;
 
 
(e)
if a material part of the assets of the Charterer or, if applicable, the Charterer Parent are seized, expropriated, or compulsorily acquired, nationalised, confiscated or requisitioned by any Government Entity or by persons purporting to act on behalf of any Government Entity, subject, however, to the provisions of Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement);
 
 
(f)
if a Charter Termination Event occurs, on the date of the occurrence of such Charter Termination Event, subject, however, to the provisions of Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement);
 
 
(g)
if the Vessel is sold, on or before the date on which the sale is completed;
 
 
(h)
if the Shipbuilding Contract is terminated in circumstances where the Refund Guarantee is payable upon the earlier of:
 
 
(i)
the date of receipt of the moneys under the Refund Guarantee; and

 
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(ii)
20 days after the date of termination or if the matter has been referred to arbitration within that 20-day period, upon the earlier of a settlement being reached in respect of such arbitration and 5 days after the receipt of the final arbitration award;
 
 
(i)
if the Shipbuilding Contract is terminated in circumstances other than those referred to in paragraph (c), on the date of its termination;
 
 
(j)
if either:
 
 
(A)
the Owner ceases to be a Subsidiary of the Sponsor; or
 
 
(B)
the Sponsor ceases to have direct or indirect control of the Owner or to own directly or indirectly more than 50% of the voting capital or similar right of ownership of the Owner (and control for this purpose means the power to direct the management and the policies of the Owner whether through the ownership of voting capital, by contract or otherwise),
 
in either case without the prior written consent of the Facility Agent (acting on the instructions of all the Lenders). The Facility Agent agrees that it will consult with the Owner in good faith (taking into account, inter alia, the security and credit position of the Finance Parties) should the Owner or the Sponsor approach the Facility Agent with a proposal to effect an initial public offering of the Owner (but without an obligation on the part of any of the Finance Parties to consent to any such proposed initial public offering); or
 
 
(k)
if either:
 
 
(i)
on the Drilling Charter Cut-off Date neither a Five Year Drilling Charter nor a Sister Five Year Drilling Charter has been entered into;
 
 
(ii)
on the Drilling Charter Cut-off Date, either:
 
 
(A)
a Five Year Drilling Charter has been entered into but no Sister Drilling Charter for a minimum term (excluding any optional extensions) of 3 years from the Final Completion Date has been entered into; or
 
 
(B)
a Sister Five Year Drilling Charter has been entered into, but no Drilling Charter for a minimum term (excluding any optional extensions) of 3 years from the Final Completion Date has been entered into.
 
6.3
Mandatory prepayment amount – Sister Vessel
 
The Owner shall be obliged to prepay the Required Prepayment Percentage of each of the Loans then outstanding (and each Lender’s Commitment shall be immediately pro rata cancelled) in the following circumstances and at the following times:
 
 
(a)
if the Sister Vessel is sold, on or before the date on which the sale is completed; or

 
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(b)
if the Sponsor ceases, for whatever reason, to own or retain the legal and beneficial interest in at least 50% of the shares of the Sister Owner.
 
6.4
Mandatory Prepayment – Invalidity of Finance Documents or Related Contracts
 
 
(a)
Without prejudice to the provisions of Clause 6.1 (Mandatory prepayment – illegality), if the Facility Agent or the Owner become aware that any of the following (an Invalidity Event) has occurred or is likely to occur:
 
 
(i)
any Finance Document or Related Contract or any material provision of any such document ceasing to be valid in any way which, in the case of a Finance Document, is material and, in the case of a Related Contract, in any way which has a Material Adverse Effect or is alleged by the Owner to be ineffective in accordance with its terms for any reason;
 
 
(ii)
any Security Document creating a Security Interest in favour of the Security Trustee (on trust for the Finance Parties) ceasing to provide a perfected first priority security interest in favour of the Security Trustee (on trust for the Finance Parties) (subject to any Permitted Liens having priority in law); or
 
 
(iii)
the Owner repudiates a Finance Document,
 
then the Facility Agent or the Owner, as the case may be, shall as soon as practicable after becoming aware thereof give each other notice of the same (an Invalidity Notice) and, subject to paragraph (b) below, following receipt of an Invalidity Notice the Owner shall immediately prepay the outstanding Loans together with accrued interest and all other amounts accrued under the Finance Documents, and the Commitments of the Lenders shall be immediately cancelled.
 
 
(b)
If, prior to the occurrence of an Invalidity Event, the Facility Agent or the Owner receives an Invalidity Notice, the Facility Agent (acting on the instructions of the Majority Lenders) and the Owner shall enter into discussions in good faith for a period of 20 days or such shorter period, if any, as may be available prior to the Invalidity Event taking effect (the Consultation Period) with a view to agreeing how the effects of the Invalidity Event can be avoided so that alternative legal, valid and binding obligations, in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) are provided in replacement of the affected Finance Document or Related Contract.  In conducting such discussions and reaching a conclusion, the Lenders shall act in good faith but otherwise in their absolute discretion.  If the Facility Agent (acting on the instructions of the Majority Lenders) and the Owner cannot agree on and complete such arrangements prior to the earlier of the end of the Consultation Period and the date upon which the relevant Invalidity Event becomes effective, the Owner shall be obliged to immediately prepay all outstanding Loans together with accrued interest and all other amounts accrued under the Finance Documents, and the Commitments of the Lenders shall be immediately cancelled.
 
6.5
Voluntary prepayment
 
 
(a)
The Owner may, at any time after the Final Completion Date and giving not less than 30 days’ prior written notice to the Facility Agent, prepay a Loan in whole or in part on the last day of the relevant Term so long as it simultaneously (or if not then permitted on the earliest permitted date) prepays a pro rata amount of the principal outstanding under the Sister Loan Agreement.

 
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(b)
A prepayment must be in a minimum amount of US$10,000,000 and, in excess of that, in multiples of US$1,000,000.
 
6.6
Automatic cancellation
 
The relevant Commitments of each Lender will be automatically cancelled at the close of business on the last day of the relevant Availability Period.
 
6.7
Voluntary cancellation
 
 
(a)
The Owner may, by giving not less than five Business Days’ prior notice to the Facility Agent, cancel the unutilised amount of the Total Commitments in whole or in part so long as it cancels a pro rata amount of commitments under the Sister Loan Agreement.
 
 
(b)
Partial cancellation of the Total Commitments must be in a minimum amount of US$10,000,000 and, in excess of that, in multiples of US$1,000,000.
 
 
(c)
Any cancellation in part will be applied against the relevant Commitment of each Lender pro rata and in respect of the Facility, across the Eksportfinans Loan, the KEXIM Loan and the Commercial Loan pro rata.
 
6.8
Voluntary prepayment and cancellation
 
 
(a)
If the Owner is, or will be, required to pay to a Lender a Tax Payment or an Increased Cost, the Owner may, while the requirement continues, give notice to the Facility Agent requesting prepayment and cancellation in respect of that Lender.
 
 
(b)
After notification under paragraph (a) above:
 
 
(i)
the Owner must repay or prepay that Lender’s share in each Loan made to it on the date specified in paragraph (c) below; and
 
 
(ii)
the Commitment of that Lender will be immediately cancelled.
 
 
(c)
The date for prepayment of a Lender’s share in a Loan will be the last day of the current Term for the relevant Loan or any earlier date agreed between the Owner, the Facility Agent and that Lender.
 
6.9
Partial prepayment of Loans
 
 
(a)
Except where this Clause 6 expressly provides otherwise, any partial prepayment of a Loan will be applied against the Repayment Instalments in the inverse order of their maturity and shall be applied pro rata in respect of the amounts outstanding to the Eksportfinans Lenders, the KEXIM Lenders and the Commercial Lenders.

 
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(b)
Upon any such partial prepayment, the Facility Agent shall, if applicable, replace the Repayment Schedule attached at Schedule 5 (Loan Repayment Schedule) with a new Repayment Schedule(s) reflecting the correct Repayment Instalments and promptly provide a copy thereof to the Owner.
 
 
(c)
No amount of a Loan prepaid (in full or in part) under this Agreement may subsequently be re-borrowed.
 
6.10
Miscellaneous provisions
 
 
(a)
Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Loans and Commitments.
 
 
(b)
All prepayments under this Agreement must be made with accrued interest on the amount prepaid.
 
 
(c)
All prepayments (whether voluntary or mandatory) under this Agreement shall be subject to Break Costs (if any).  Each Lender claiming Break Costs shall, as soon as reasonably practicable after demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Term in which they accrue.  The Facility Agent agrees to provide a copy of such certificate to the Owner upon request by the Owner.
 
 
(d)
No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.
 
7.
INTEREST
 
7.1
Calculation of interest
 
 
(a)
The rate of interest on each Commercial Loan for each Term during the Pre-Completion Period and the Post-Completion Period is the percentage rate per annum equal to the aggregate of:
 
 
(i)
the Applicable Margin at such time;
 
 
(ii)
LIBOR; and
 
 
(iii)
the Mandatory Cost, if any.
 
 
(b)
The rate of interest on each Eksportfinans Loan for each Term during the Pre-Completion Period and the Post-Completion Period shall be the aggregate of:
 
 
(i)
the applicable Pre-Completion Eksportfinans Interest Rate or, as the case may be, the applicable Post-Completion Eksportfinans Interest Rate; and
 
 
(ii)
the Mandatory Cost, if applicable.
 
 
(c)
The rate of interest on each KEXIM Loan for each Term during the Pre-Completion Period and the Post-Completion Period shall be the aggregate of:

 
43
 

 
 
  (i) LIBOR; and
 
 
(ii)
the Applicable Margin at such time.
 
 
(d)
Interest shall be calculated:
 
 
(i)
subject to paragraph (ii) below, by reference to the actual number of days elapsed and on the basis of a year of 360 days in respect of any Loan; and
 
 
(ii)
on a 30/360 day basis in respect of any Eksportfinans Loan.
 
 
(e)
Interest shall accrue from and including the first day of each Term to but excluding the last day of such Term.
 
7.2
Payment of interest
 
Except where it is provided to the contrary in this Agreement, the Owner must pay accrued interest on each Loan on the last day of each Term.
 
7.3
Interest on overdue amounts
 
 
(a)
If the Owner fails to pay any amount payable by it under the Finance Documents, it must immediately on demand by the Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.
 
 
(b)
Interest on an overdue amount is payable at a rate determined by the Facility Agent to be the aggregate of 3% per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan.  For this purpose, the Facility Agent may (acting reasonably) select successive Terms of any duration of up to six months.
 
 
(c)
Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Term, then:
 
 
(i)
the first Term for that overdue amount will be the unexpired portion of that Term; and
 
 
(ii)
the rate of interest on the overdue amount for that first Term will be 3% per annum above the rate then payable on that Loan.
 
After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with paragraph (b) above.
 
 
(d)
Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Terms but will remain immediately due and payable.
 
7.4
Notification of rates of interest
 
The Facility Agent must promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

 
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8.        TERMS
 
8.1
Term
 
 
(a)
Each Loan has successive Terms.
 
 
(b)
The first term for a Loan will start on the Utilisation Date for that Loan and each subsequent Term for a Loan will start on the expiry of the preceding Term for that Loan.
 
 
(c)
Subject to the following provisions of this Clause 8 the duration of each Term shall be three (3) months during the Pre-Completion Period, provided always that the first Term for the Incidental Costs Loan shall expire on 31st October 2008 or if earlier, at the next Repayment Date.
 
 
(d)
Subject to the following provisions of this Clause 8 the duration of each Term shall be six (6) months during the Post-Completion Period, provided always that the first Term after the Final Completion Date shall expire on the first Repayment Date set out in the Repayment Schedule, being 30th March 2012.
 
8.2
Consolidation – Loans
 
A Term for a Loan will end on the same day as the current Term for any other Loan.  On the last day of those Terms, those Loans will be consolidated and treated as one Loan.
 
8.3
End of Term on Final Completion Date
 
If a Term in relation to a Loan advanced during the Pre-Completion Period would otherwise overrun the Final Completion Date, it will be shortened so that it ends on the Final Completion Date.  Each subsequent Term will be ascertained in accordance with Clause 8.1(c) (Term).
 
8.4
No overrunning the Final Maturity Date
 
If a Term would otherwise overrun the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date.
 
8.5
Other adjustments
 
The Facility Agent (with the prior consent of the Majority Lenders) and the Owner may enter into such other arrangements as they may agree for the adjustment of Terms and the consolidation and/or splitting of Loans.
 
9.
MARKET DISRUPTION
 
9.1
Failure of a Reference Bank to supply a rate
 
If LIBOR is to be calculated by reference to the Reference Banks but if a Reference Bank does not supply a rate by 11.00 a.m. on the second London Business Day before the first day of the relevant Term, the applicable LIBOR will, subject as provided below, be calculated on the basis of the rates of the remaining Reference Banks.

 
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9.2       Market disruption
 
 
(a)
In this Clause 9, each of the following events is a market disruption event:
 
 
(i)
LIBOR is to be calculated by reference to the Reference Banks but no Reference Bank supplies a rate to the Facility Agent by 11.00 a.m. on the second London Business Day before the first day of the relevant Term; or
 
 
(ii)
the Facility Agent receives by close of business on the second London Business Day before the first day of the relevant Term notification from any Lender or Lenders whose shares in the relevant Loan exceed 30% of that Loan that the cost to them of obtaining matching deposits in the relevant interbank market is in excess of LIBOR for the relevant Term.
 
 
(b)
The Facility Agent must promptly notify the Owner and the Lenders of a market disruption event.
 
 
(c)
After notification under paragraph (b) above, the rate of interest on each Lender’s share in the affected Loan for the relevant Term will be the aggregate of the relevant:
 
 
(i)
Applicable Margin at such time;
 
 
(ii)
rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Term, to be that which expresses as a percentage rate per annum the cost to that Lender of funding the Loan from whatever source it may reasonably select; and
 
 
(iii)
Mandatory Cost, if applicable, to that Lender’s participation in the Loan.
 
9.3
Alternative basis of interest or funding
 
 
(a)
If a market disruption event occurs and the Facility Agent or the Owner so require, the Owner and the Facility Agent must enter into negotiations for a period of not more than 20 days with a view to agreeing to an alternative basis for determining the rate of interest and/or funding for the affected Loan and any relevant future Loan.
 
 
(b)
Any alternative basis agreed between the Owner and the Facility Agent will be, with the prior written consent of all the Lenders, binding on all the Parties.
 
 
(c)
During the negotiation period referred to in paragraph (a) above and thereafter unless an agreement for such alternative basis is reached between the Parties, the provisions of Clause 9.2 shall apply.
 
10.
TAXES
 
10.1
Tax gross-up
 
 
(a)
The Owner must make all payments to be made by it under the Finance Documents without any Tax Deduction unless a Tax Deduction is required by Applicable Law.

 
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(b)
Where the introduction of, or any change in, or any change in the interpretation, administration or application of, any Applicable Law or compliance with any law or regulation made after the date of this Agreement requires the Owner, or as the case may be, the Facility Agent, to make a Tax Deduction, as soon as the Owner or a Lender becomes aware of the same, it must promptly notify the Facility Agent.  The Facility Agent must then promptly notify the affected Parties.
 
 
(c)
Following any notification referred to in paragraph (b) above, the amount of the payment due from the Owner will be increased or, as the case may be, the Owner shall make an additional payment, so that the amount (after making the Tax Deduction) received by the recipient is equal to the payment which would have been due if no Tax Deduction had been required.
 
 
(d)
If the Owner is required to make a Tax Deduction, it must make the Tax Deduction and must make any payment required in connection with that Tax Deduction within the time allowed by the Applicable Law.
 
 
(e)
Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction or, if later, promptly following receipt of the same, the Owner must deliver to the Facility Agent for the relevant Finance Party documents or other information (or certified copies thereof) evidencing satisfactorily to that Finance Party that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.
 
10.2
Tax indemnity
 
 
(a)
Except as provided below, the Owner must (within three Business Days of demand by the Facility Agent) indemnify a Finance Party by paying to such Finance Party an amount equal to any loss or liability which that Finance Party determines will be or has been suffered by that Finance Party for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.
 
 
(b)
Paragraph (a) above does not apply:
 
 
(i)
to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:
 
 
(A)
that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Office and is treated as resident for tax purposes; or
 
 
(B)
that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,
 
if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party.  However, any payment deemed to be received or receivable, including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose; or

 
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(ii)
to the extent a loss or liability is compensated by an increased payment under Clause 10.1(c) (Tax gross-up).
 
 
(c)
A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Facility Agent of the event which will give, or has given, rise to the claim.  The Facility Agent shall, in turn, notify the Owner.
 
 
(d)
A Finance Party shall, on receiving a payment from the Owner under this Clause 10.2, notify the Facility Agent.
 
10.3
Confidentiality of Tax affairs
 
If a Lender intends to make a claim pursuant to Clause 10.2 (Tax indemnity) it shall, as soon as reasonably practicable after becoming aware that it may be entitled to make a claim under Clause 10.2 (Tax indemnity), notify the Owner of the event by reason of which it is entitled to do so, provided that nothing herein shall require that Lender to disclose any confidential information relating to the organisation of its affairs.
 
10.4
Stamp taxes
 
The Owner must pay and within five Business Days of demand indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other Taxes payable in respect of any Finance Document, except for any such Tax payable in connection with entering into a Transfer Certificate.
 
10.5
Value added taxes
 
 
(a)
All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party must pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to such Party).
 
 
(b)
If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party must also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

 
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(c)
Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.
 
11.
INCREASED COSTS
 
11.1
Increased Costs
 
Except as provided below in this Clause 11, the Owner must, within five Business Days of demand by the Facility Agent, pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of:
 
 
(a)
the introduction of, or any change in, or any change in the interpretation, administration or application of, any Applicable Law (including, for the avoidance of doubt, the implementation of matters set out in Basel II or any other revisions to the Basel Accord); or
 
 
(b)
compliance with any Applicable Law made after the date of this Agreement.
 
11.2
Exceptions
 
The Owner need not make any payment for an Increased Cost to the extent that the Increased Cost is:
 
 
(a)
compensated for under another Clause or would have been but for an exception to that Clause;
 
 
(b)
attributable to the relevant Finance Party or any of its Affiliates wilfully failing to comply with any law or regulation;
 
 
(c)
attributable to a Tax Deduction required by Applicable Law to be made by the Owner; or
 
 
(d)
compensated for by the payment of Mandatory Cost.
 
11.3
Claims
 
 
(a)
If a Finance Party intends to make a claim for an Increased Cost it must notify the Facility Agent of the circumstances giving rise to and the amount of the claim, following which the Facility Agent will promptly notify the Owner.
 
 
(b)
Each Finance Party must, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Cost.
 
11.4
Mitigation
 
 
(a)
Each Finance Party must, in consultation with the Owner, use all reasonable endeavours to mitigate any circumstances which arise and which result or would result in any amount being payable under or pursuant to, or cancelled pursuant to, any of Clause 10 (Taxes) or Clause 11 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office and, in respect of any Increased Cost arising as a result of the implementation of the matters set out in Basel II or any other revisions to the Basel Accord, each Finance Party must apply its rights under Clause 11.1(a) (Increased Costs) on a non-discriminatory basis.

 
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(b)
The Owner must indemnify that Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under paragraph (a) above.
 
 
(c)
A Finance Party is not obliged to take any step under this Clause 11.4 if, in the opinion of that Finance Party (acting reasonably), to do so would be prejudicial to it.
 
 
(d)
Paragraph (a) does not in any way limit the obligations of the Owner under the Finance Documents.
 
12.
ACCOUNTS
 
12.1
Maintenance of accounts
 
 
(a)
The Owner shall maintain the Accounts (other than the Equity Account) with the Account Bank until the Final Maturity Date, in each case free of Security Interests and rights of set-off other than as created by or pursuant to the Security Documents or in favour of the Account Bank.
 
 
(b)
The Owner shall maintain the Equity Account with the Equity Account Bank until the Final Completion Date, in each case free of Security Interests and rights of set-off other than as created by or pursuant to the Security Documents.
 
12.2
Proceeds Account and Equity Account
 
 
(a)
The Owner shall pay, or procure that there is paid:
 
 
(i)
no later than one (1) Business Day after the date of service of each Request to the Facility Agent in the Pre-Completion Period, into the Proceeds Account, an amount equal to:
 
 
(A)
any Balancing Equity Contribution; and
 
 
(B)
the relevant Equity Contribution, in each case in respect of the Utilisation Date to which such Request relates; and
 
 
(ii)
the amount of each Loan into the Proceeds Account or if the Owner so requests in a Request in respect of an Instalment Loan, to an account of the Builder specified in the Request; and
 
 
(iii)
into the Equity Account:

 
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(A)
 no later than one (1) Business Day after the date of service of the Request in respect of the Incidental Costs Loan, an aggregate amount equal to US$9,000,000;
 
 
(B)
no later than one (1) Business Day after the date of service of the Request in respect of Instalment Loan 1, an aggregate amount equal to US$90,000,000; and
 
 
(C)
on or prior to the Drilling Charter Cut-off Date, an aggregate amount equal to all anticipated Equity Contributions to be made until the Final Completion Date in accordance with the relevant Approved Budget.
 
 
(b)
If an Event of Default occurs, the Owner shall pay, or procure that there is paid, into the Equity Account an aggregate amount equal to all of the Equity Collateral that has not yet been paid.
 
 
(c)
Subject to the Owner’s right to make withdrawals from the Equity Account in accordance with the provisions of this Agreement, the Owner shall ensure that the balance in the Equity Account at all times meet the requirements set out in this Clause 12.2.
 
 
(d)
The balance of the Equity Account shall at all times prior to the Drilling Charter Cut-off Date be at least equal to the Loans drawn under this Agreement as at the relevant time. If the balance of the Equity Account falls at any time below the amount of the Loans drawn, the Owner shall immediately pay, or procure that there is paid into the Equity Account such amount as shall restore the credit balance of the Equity Account to an amount equal to the aggregate amount of the Loans drawn under this Agreement as at that time.
 
 
(e)
During the Pre-Completion Period and on the Final Completion Date the Owner shall procure that there is forthwith credited to the Proceeds Account any other amount payable or paid to the Owner (including any Liquidated Damages Payments paid by the Builder under the terms of the Shipbuilding Contract).  Provided that no Event of Default or Mandatory Prepayment Event has occurred and is continuing, the Owner shall be entitled to instruct the Account Bank or, as the case may be, the Equity Account Bank to transfer (and irrevocably authorises the Security Trustee to instruct the Account Bank or, as the case may be, the Equity Account Bank to transfer):
 
 
(i)
on or immediately before each Utilisation Date, from the Equity Account into the Proceeds Account, an amount equal to the relevant Equity Contribution in respect of such Utilisation Date; and
 
 
(ii)
on each Utilisation Date, after the proceeds of the relevant Loan have been credited, sufficient amounts from the Proceeds Account to (A) any account specified by the Builder to be applied to make Instalment payments, and (B) the account nominated by the Facility Agent, to be applied to part of the Incidental Costs Loan as does not relate to Incidental Vessel Costs, and (C) any account specified by the Owner to be applied towards such other items and costs as are included in the Vessel Cost,
 
in each case in accordance with the terms of this Agreement.

 
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  (f)
During the Post-Completion Period, the Owner shall procure that there is forthwith credited to the Proceeds Account all Earnings and any Requisition Compensation.  The Owner shall procure that the following transfers will then be made in the following order:
 
 
(i)
first, to the Operating Expenses Account a transfer in accordance with Clause 12.3 (Transfers to the Operating Expenses Account);
 
 
(ii)
secondly, to the Debt Service Account a transfer in accordance with Clause 12.4 (Transfers to Debt Service Account);
 
 
(iii)
thirdly, to the extent required, a transfer to the Debt Service Reserve Account in accordance with Clause 12.9(b) (Payments to the Debt Service Reserve Account on or after the Utilisation Date of the Delivery Loan); and
 
 
(iv)
fourthly, to the extent required, a transfer to the CAPEX Account in accordance with Clause 12.10(Transfers to the CAPEX Account),
 
together the Primary Transfers.
 
 
(g)
Once the Primary Transfers have been made, any surplus funds standing to the credit of the Proceeds Account (if at least US$5,000,000) shall be applied by the Security Trustee in partial prepayment of the Loans and Clauses 6.9 and 6.10 shall apply.
 
 
(h)
Provided no Default or Mandatory Prepayment Event is at such time continuing, the Owner and the Finance Parties may, notwithstanding the provisions of this Clause 12 vary the order and application of the Primary Transfers by agreement in writing, in each case acting reasonably.
 
12.3
Transfers to the Operating Expenses Account
 
Upon payment of any Earnings or Requisition Compensation into the Proceeds Account (such date of receipt of payment being an Earnings Deposit Date) the Owner shall instruct the Account Bank to transfer from the Proceeds Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Operating Expenses Account an amount equal to the amount allocated for Operating Expenses in the Annual Budget for the period from that Earnings Deposit Date to the next scheduled Earnings Deposit Date, and the Owner shall be permitted to withdraw such amount from the Operating Expenses Account to pay the same to the Manager under and in accordance with the terms of the Management Agreement and to others for use in connection with the operating expenses of the Vessel and operation and management of the Owner incurred in the ordinary course of business.
 
12.4
Transfers to Debt Service Account
 
Following the transfer to the Operating Expenses Account in accordance with Clause 12.3 (Transfers to the Operating Expenses Account), the Owner shall procure that there is transferred from the Proceeds Account (and irrevocably instructs the Security Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Debt Service Account an amount in Dollars calculated in accordance with the following formula:

 
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a=    A x n 
    N
 
where:
 
 
a
=
the relevant amount of the Earnings and/or, as the case may be, Requisition Compensation to be transferred to the Debt Service Account out of the Proceeds Account;
 
 
A
=
the aggregate amount required to repay the next scheduled principal and interest instalment (provided that for the purposes of this Clause 12.4, scheduled interest in respect of any Hedged Portion shall be deemed to be payable at the applicable Fixed Rate);
 
  N  = the number of days in a Retention Period; and
 
 
n
=
the actual number of days elapsed from (and including) the immediately preceding Earnings Deposit Date in the Retention Period or the first day of the Retention Period (where there is no preceding Earnings Deposit Date in a Retention Period) up to (but excluding) the Earnings Deposit Date,
 
PROVIDED ALWAYS that on the last Earnings Deposit Date for a Retention Period if there remains a shortfall under the formula set out in this Clause 12.4 on the last day of a Retention Period, there shall be transferred to the Debt Service Account out of the Proceeds Account an amount (taking into account the existing balance of the Debt Service Account) equal to the amount required to repay the principal and interest in full which is due on the next Repayment Date.
 
12.5
Additional payments to the Debt Service Accounts
 
If, for any reason, the amount standing to the credit of the Proceeds Account is insufficient to make any transfer to the Debt Service Account required by Clause 12.4 (Transfers to Debt Service Account), the Owner shall immediately (and in any event within three Business Days of the relevant Earnings Deposit Date) pay the shortfall directly into the Debt Service Account.
 
12.6
Application of Debt Service Accounts
 
 
(a)
On each Repayment Date:
 
 
(i)
to the extent that the Owner is required to make a periodic payment to a Swap Bank under a Swap Agreement, the Owner shall procure that (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Debt Service Account) an amount equal to the aggregate of any such periodic payments is transferred forthwith from the Debt Service Account to the relevant  Swap Bank in accordance with the DPP; and
 
 
(ii)
to the extent that a Swap Bank is required to make a periodic payment to the Owner under a Swap Agreement then the Owner shall request that the Swap Bank pays such periodic payment directly into the Debt Service Account when due.

 
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(b)
The Owner shall procure that there is transferred from the Debt Service Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Debt Service Account) to the Facility Agent after any payment to a Swap Bank as described in paragraph (a)(i) above:
 
 
(i)
on each Repayment Date, the amount of the Repayment Instalment then due in Dollars; and
 
 
(ii)
on the last day of each Term, the amount of interest then due in Dollars,
 
provided that following the transfer to the Facility Agent in accordance with this Clause 12.6(b), the Owner shall be entitled to request the Security Trustee to authorise the transfer of any remaining funds standing to the credit of the Debt Service Account back to the Proceeds Account.
 
12.7
Owner’s obligations not affected
 
If for any reason the amount standing to the credit of the Debt Service Account shall be insufficient to pay any Repayment Instalment or to make any payment of interest when due, the Owner’s obligation to pay that Repayment Instalment or to make that payment of interest shall not be affected.
 
12.8
Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan
 
 
(a)
The Owner shall pay, or procure that there is paid to the Debt Service Reserve Account on or prior to the Drilling Charter Cut-off Date an amount equal to US$25,000,000.
 
 
(b)
At any time, and from time to time, prior to the Final Completion Date, the Owner shall be entitled, with the prior approval of the Facility Agent (acting on the instructions of the Majority Lenders), to withdraw all or part of the moneys standing to the credit of the Debt Service Reserve Account in order to meet any costs and expenses the Owner may incur which have not been contemplated in the Approved Budget.
 
 
(c)
Any balance standing to the credit of the Debt Service Reserve Account on the Utilisation Date of the Delivery Loan, shall be utilised towards the funding of the Required DSRA Balance.
 
12.9
Payments to the Debt Service Reserve Account on or after the Utilisation Date of the Delivery Loan
 
 
(a)
The Owner shall ensure, from the Utilisation Date of the Delivery Loan and at all times thereafter until the Final Maturity Date, that the amount standing to the credit of the Debt Service Reserve Account is equal to the Required DSRA Balance.
 
 
(b)
On each Earnings Deposit Date, following the transfers referred to in Clauses 12.3 and 12.4 above, the Owner shall procure that there is transferred from the Proceeds Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Debt Service Reserve Account an amount to ensure that the balance of the Debt Service Reserve Account at such time is an amount at least equal to the Required DSRA Balance.

 
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(c)
The Security Trustee shall be entitled to withdraw sums of money standing to the credit of the Debt Service Reserve Account in accordance with the terms of the Accounts Charge Agreement.
 
12.10
Transfers to the CAPEX Account
 
On each Earnings Deposit Date, following the transfers referred to above (to the extent any such payments are required to be made under and in accordance with the terms thereof), the Owner shall instruct the Account Bank to transfer from the Proceeds Account (and irrevocably authorise the Security Trustee to instruct the Account Bank to transfer from Proceeds Account) to the CAPEX Account an amount equal to the amount allocated for CAPEX Expenses, if any, in the Annual Budget for the period from that Earnings Deposit Date to the next scheduled Earnings Deposit Date, and the Owner shall be entitled, in accordance with the terms of the Annual Budget, with the prior consent of the Security Trustee, to withdraw such amount from the CAPEX Account to pay (against reasonable and proper invoices approved by the Facility Agent) any approved CAPEX Expenses.
 
12.11
Investments
 
The Facility Agent may invest any and all moneys held in the Debt Service Reserve Account in the name of, or under the control of, the Facility Agent in short term cash deposits at the Deposit Bank and upon such terms as the Facility Agent may think fit. If the rating of the Deposit Bank falls below P-1 from Moody’s or A-1 from S&P, the Facility Agent must promptly remove the deposits placed under this Clause 12.11 from the Deposit Bank and invest the relevant deposits at any bank or institution with a rating of not less than P-1 from Moody’s or A-1 from S&P, selected by the Facility Agent and approved by the Owner and the Majority Lenders. Notwithstanding any investment in accordance with this Clause 12.11, all moneys paid into the Debt Service Reserve Account shall at all times be charged to the benefit of the Secured Parties.
 
12.12
Restriction on withdrawal
 
During the term of the Facility, no sum may be withdrawn from any of the Accounts (except in accordance with this Clause 12) without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders).
 
12.13
Liability of Account Bank
 
Each Lender agrees to the terms of the appointment of the Account Bank and confirms that the Account Bank has no liability to the Lenders in respect of amounts withdrawn from any Account (in accordance with this Agreement and the Accounts Charge Agreement).  Notwithstanding the provisions of Clause 1.2(c) (Construction), the Account Bank may enforce the terms of this Clause 12.13 as if it were a party to this Agreement.
 
13.
PAYMENTS
 
13.1
Place
 
 
Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the Finance Documents must be made to the Facility Agent to its account at such office as it may notify to that Party for this purpose by not less than five Business Days’ prior notice.
 
 
 
55
 
 
 
13.2
Funds
 
Payments under the Finance Documents to the Facility Agent must be made for value on the due date at such times and in such funds as the Facility Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.
 
13.3
Distribution
 
 
(a)
Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or, in the case of KEXIM, in New York as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice.
 
 
(b)
The Facility Agent may apply any amount received by it from the Owner in or towards payment (as soon as practicable after receipt) of any amount due from the Owner under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.
 
 
(c)
Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it.  However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount.  If it transpires that the sum has not been received by the Facility Agent, that Party must forthwith on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate reasonably calculated by the Facility Agent to reflect its cost of funds.
 
13.4
Currency
 
 
(a)
Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is determined under this Subclause.
 
 
(b)
Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.
 
 
(c)
Each other amount payable under the Finance Documents is payable in Dollars.
 
13.5
No set-off or counterclaim
 
 
All payments made by the Owner under the Finance Documents must be calculated and made without (and clear of any deduction for) set-off or counterclaim.
 
13.6
Business Days
 
 
(a)
If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same month (if there is one) or the preceding Business Day (if there is not).
 
 
(b)
During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.
 
13.7
Payments
 
 
(a)
Subject always to the provisions of the DPP and except to the extent otherwise provided in any Finance Document, if any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by the Owner under the Finance Documents, then the Administrative Party must apply that payment towards the obligations of the Owner under the Finance Documents in the following order:
 
 
(i)
first, in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and due and payments made by the Finance Parties, the Account Bank or any receiver in enforcing rights under the Finance Documents and/or recovering possession of the Security Assets and all remuneration payable to the Finance Parties for which the relevant Finance Party is entitled to be reimbursed under the Finance Documents or any receiver under or pursuant to the Security Documents (including, without limitation, legal expenses and reinstatement costs) provided that, in respect of any such payment or payments payable to the Swap Banks, the amount paid shall not exceed the Swap Limit;
 
 
 
56
 
 
 
 
(ii)
secondly, in or towards payment pro rata of any due and unpaid fees, costs and expenses of the Finance Parties or the Account Bank under the Finance Documents to the extent not recovered under subparagraph (i) above provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amounts recovered by the Swap Banks under subparagraph (i) above, shall not exceed the Swap Limit;
 
 
(iii)
thirdly, in or towards payment pro rata of any interest on overdue amounts payable to the Finance Parties  provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amounts recovered by the Swap Banks under subparagraphs (i) and (ii) above, shall not exceed the Swap Limit;
 
 
(iv)
fourthly, in or towards payment pro rata of any accrued but due and unpaid interest (other than interest on overdue amounts referred to in subclause (iii)) payable to the Finance Parties  provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii) and (iii) above, shall  not exceed the Swap Limit;
 
 
(v)
fifthly, in or towards payment pro rata of:
 
 
(A)
any due but unpaid Break Costs of the Finance Parties; or
 
 
(B)
any due but unpaid principal payable to the Finance Parties,
        
 
in each case, under the Finance Documents provided that, in respect of any suchpayment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii) and (iv) above, shall not exceed the Swap Limit;
 
 
(vi)
sixthly, in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Owner to any of the Finance Parties under the Finance Documents in such order as the Finance Parties shall determine provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii), (iv) and (v) above, shall not exceed the Swap Limit;
 
 
(vii)
seventhly, any payments due but unpaid to the Swap Banks under a Swap Agreement to the extent not already recovered under paragraphs (i), (ii), (iii), (iv), (v) and (vi) above; and
 
 
(viii)
after all amounts payable or which may become payable to the Finance Parties under the Finance Documents have been paid in full, in or towards payment of the surplus, if any, to the Owner or other persons entitled thereto free of any charge or other restriction.
 
 
(b)
The Facility Agent must, if so directed by all the Lenders, vary the order set at subparagraphs (a)(ii) to (a)(vi) above, provided always that to the extent that the provisions of this paragraph shall conflict with the DPP, the provisions of the DPP shall prevail. Any amendment or variation to any other provision of this Agreement other than the order of payments in paragraph (a) above shall require the prior written consent of the Owner.
 
 
(c)
This Clause 13.7 will override any appropriation made by the Owner.
 
13.8
Timing of payments
 
If a Finance Document does not provide for when a particular payment is due, including any indemnity payment, that payment will be due within three Business Days of demand by the relevant Finance Party.
 
14.
REPRESENTATIONS AND WARRANTIES
 
14.1
Representations and warranties
 
 
The representations and warranties set out in this Clause 14 are made, unless otherwise stated, by the Owner to the Finance Parties.
 
 
 
57
 
 
 
 
14.2
Status and Ownership
 
 
(a)
It is a corporation, duly organised and validly existing under the laws of the Marshall Islands.
 
 
(b)
It has the power to own its assets and carry on its business as it is being conducted.
 
 
(c)
It is indirectly wholly owned by the Sponsor (acting through the Parent and the Parent Shareholder).
 
 
(d)
Subject to the Security Documents, the Parent is the legal and beneficial owner of all of the share capital of the Owner, the Parent Shareholder is the legal and beneficial owner of all of the share capital of the Parent and the Sponsor is the legal and beneficial owner of all of the share capital of the Parent Shareholder.
 
 
(e)
No person has any right to call for the issue or transfer of any share capital or loan stock in the Owner other than in accordance with the Security Documents.
 
 
(f)
All of the shares in the capital of the Owner are fully paid up.
 
14.3
Powers and authority
 
It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.
 
14.4
Legal validity
 
 
(a)
Subject to any general principles of law limiting its obligations, each Transaction Document to which it is a party is its legally binding, valid and enforceable obligation.
 
 
(b)
This Agreement and each Transaction Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation.
 
14.5
Non-conflict
 
The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party do not conflict in any material respect with:
 
 
(a)
any law or regulation applicable to it;
 
 
(b)
its constitutional documents; or
 
 
(c)
any agreement or instrument which is binding upon it or any of its assets.
 
14.6
No Default
 
 
(a)
 
No Default is outstanding under, or will result from the entry into, or the performance by it of any transaction contemplated by, any Transaction Document.
 
 
(b)
There is no outstanding material breach of any term of any Transaction Document to which it is a party and no person has disputed, repudiated or disclaimed liability under any Transaction Document to which it is a party or evidenced an intention to do so.
 
 
(c)
No other event is outstanding which constitutes a default under any document which is binding on it or any of its assets to an extent or in a manner which is reasonably likely to have a Material Adverse Effect.
 
14.7
Authorisations
 
 
(a)
Under Marshall Islands law and the laws of any other jurisdiction where the Owner carries on business, except for the registration of the Mortgage at the Maltese Ships Registry, all authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Finance Documents have been obtained or effected (as appropriate) and are in full force and effect or will be in full force and effect at the time such authorisations are required in such jurisdiction.
 
 
(b)
It is not aware of:
 
 
(i)
any reason why any Transaction Authorisation required by it will not be obtained or effected by the time it is required;
 
 
(ii)
any steps to revoke or cancel any Transaction Authorisation required by it; or
 
 
(iii)
any reason why any Transaction Authorisation required by it will not be renewed when it expires without the imposition of any new restriction or condition.
 
14.8
Financial statements
 
Its audited financial statements (if any) most recently delivered to the Facility Agent together with any other financial information supplied by it to the Facility Agent:
 
 
(a)
have been prepared in accordance with IFRS or US GAAP, as the case may be, consistently applied; and
 
 
(b)
give a true and fair view of its financial condition as at the date to which they were drawn up,
 
except, in each case, as disclosed to the contrary in those financial statements.
 
14.9
Financial and other information
 
In addition, and without prejudice to, the representations made under Clause 14.8 (Financial statements), any financial and other information disclosed is accurate and complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading.

 
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14.10
No material adverse change
 
There has been no material adverse change in the assets, business, condition (financial or otherwise) or operations of the Owner since its incorporation or, following the receipt by the Facility Agent of its audited annual financial statements, since the date of its then latest audited annual financial statements.
 
14.11
Litigation
 
Except as may already have been disclosed by the Owner in writing to the Facility Agent, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including, but not limited to, investigative proceedings) have been started and are current or (to the best of its knowledge and belief) threatened in writing against the Owner which, in each case, in the reasonable opinion of the Facility Agent acting on the instructions of the Majority Lenders, would be likely to have a Material Adverse Effect in respect of the Owner.
 
14.12
Pari passu ranking
 
Its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.
 
14.13
Taxes on payments
 
 
(a)
It is not required under the law of its jurisdiction of incorporation to make any Tax Deduction for or on account of Tax from any payment it may make under a Finance Document.
 
 
(b)
No claims are being, nor, as far as it is aware, might reasonably be expected to be, asserted against it with respect to Taxes.
 
14.14
Stamp and registration duties
 
As at the date of this Agreement, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of any Transaction Document.
 
14.15
Environment
 
 
(a)
The Owner and, to the best of the Owner’s knowledge and belief (having made due enquiry), its Environmental Affiliates are in compliance with all material provisions of all applicable Environmental Laws in relation to the Vessel and its operations;
 
 
(b)
The Owner and, to the best of the Owner’s knowledge and belief (having made due enquiry), its Environmental Affiliates have obtained or will, by the Delivery Date, have obtained all requisite Environmental Approvals in relation to the Vessel and its operations are and will, on the Delivery Date and at all times thereafter be in compliance, with such Environmental Approvals;

 
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(c)
Neither the Owner nor, to the best of the Owner’s knowledge and belief (having made due enquiry), any of its Environmental Affiliates has received notice of nor have issued (or threatened to issue) any Environmental Claim in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in relation to the Vessel or its operations in any 12-month period, exceeds US$10,000,000 in relation to the Vessel which alleges that the Owner is not in compliance with applicable Environmental Laws in relation to the Vessel or Environmental Approvals in relation to the Vessel;
 
 
(d)
There is no Environmental Claim in relation to the Vessel in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in relation to the Vessel and its operations, exceeds US$10,000,000 pending or, to the best of its knowledge and belief, threatened in writing;
 
 
(e)
There has been no Release of Hazardous Materials by or in respect of the Vessel which could lead to an Environmental Claim in relation to the Vessel or its operations in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in relation to the Vessel or its operations, exceeds US$10,000,000; and
 
 
(f)
to the best of the Owner’s knowledge and belief (having made due inquiry), the Charterer has obtained and is in compliance with all Environmental Approvals required of a Charterer in connection with use of the Vessel, and the Charterer is in compliance in all material respects with all Environmental Laws to the extent relating to the offshore lease blocks in which the Vessel will operate pursuant to a Drilling Charter.
 
14.16
Security Interests
 
No Security Interest exists over its assets which would cause a breach of Clause 16.6 (Security Interests).
 
14.17
Security Assets
 
 
(a)
Subject to Permitted Liens and any rights of the Charterer under a Drilling Charter, the Owner is the sole legal and beneficial owner entitled to the Security Assets over which it has or will create any Security Interest pursuant to the Security Documents to which it is or will be a party and there is no agreement or arrangement, other than in the DPP, under which it is obliged to share any proceeds of or derived from such Security Assets with any third party.
 
 
(b)
Each Security Document to which it is or will be a party creates or will create first priority security interests of the type described.
 
14.18
ISM Code compliance
 
On the Delivery Date the Owner and the Manager is in compliance in all material respects with all of the mandatory requirements of the ISM Code in respect of the Vessel.
 
14.19
ISPS Code compliance
 
 
On the Delivery Date the Owner and the Manager is in compliance in all material respects with all of the mandatory requirements of the ISPS Code in respect of the Vessel.
 
 
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14.20
No amendments to Related Contracts
 
Other than as notified to and agreed by the Facility Agent in writing, there have been no amendments to any of the Related Contracts (other than any amendments of a non-material or administrative nature or a replacement of the Manager in accordance with the provisions of this Agreement).
 
14.21
Money laundering
 
Any borrowing by the Owner and the performance of its obligations hereunder and under the other Finance Documents to which it is a party will be for its own account and will not involve any breach by it of any law or regulatory measure relating to money laundering as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities or any equivalent law or regulatory measure in any other jurisdiction.
 
14.22
Insolvency
 
 
(a)
The Owner is not unable or deemed unable, does not admit and has not admitted its inability to pay its debts and has not suspended making payments on any of its debts.
 
 
(b)
The Owner by reason of actual or anticipated financial difficulties has not commenced, and does not intend to commence, negotiations with one or more of its creditors with a view to rescheduling any of its Financial Indebtedness.
 
 
(c)
The value of the assets of the Owner is not less than its liabilities (taking into account contingent and prospective liabilities).
 
 
(d)
No moratorium has been declared in respect of any indebtedness of the Owner during the period of six months commencing on the date this representation is made or deemed to be repeated pursuant to Clause 14.30(a) (Times for making representations).
 
14.23
Immunity
 
 
(a)
The entry into by it of each Transaction Document to which it is a party constitutes, and the exercise by it of its rights and performance of its obligations under each such Transaction Document will constitute, private and commercial acts performed for private and commercial purposes.
 
 
(b)
It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to any Transaction Document.
 
14.24
No adverse consequences
 
 
(a)
It is not necessary under the laws of its jurisdiction of incorporation:

 
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  (i) in order to enable a Finance Party to enforce its rights under any Finance Document; or
 
 
(ii)
by reason of the entry into of any Finance Document or the performance by it of its obligations under any Finance Document,
 
 
    that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation.
 
 
(b)
No Finance Party will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the entry into, performance and/or enforcement of any Finance Document.
 
14.25
Jurisdiction/governing law
 
 
(a)
Its:
 
 
(i)
irrevocable submission under this Agreement to the jurisdiction of the courts of England;
 
 
(ii)
agreement that this Agreement is governed by English law; and
 
 
(iii)
agreement not to claim any immunity to which it or its assets may be entitled,
 
are legal, valid and binding under the laws of its jurisdiction of incorporation.
 
 
(b)
Any judgment obtained in England will be recognised and be enforceable by the courts of its jurisdiction of incorporation, subject to any statutory or other conditions of such jurisdiction.
 
14.26
Anti-bribery
 
Neither the Owner, nor anyone acting on its behalf, have been engaged or will engage in bribery in this transaction.  Neither the Owner or anyone acting on his behalf in connection with the transaction are currently under charge in a national court or, within a five-year period preceding the date of this Agreement, have been convicted in a national court or been subject to equivalent national administrative measures for violation of laws against bribery of foreign public officials of any country or are listed on the publicly available debarment lists of the following international financial institutions: World Bank Group, African Development Bank, Asian Development Bank, European Bank for Reconstruction and Development and the Inter-American Development Bank.
 
14.27
No other business
 
 
(a)
Except as expressly contemplated by the Transaction Documents, it has not traded or carried on any business since the date of its incorporation.
 
 
(b)
It does not have any Subsidiaries.
 
 
(c)
It is not a party to any agreement other than the Transaction Documents.
 
14.28
Shipbuilding Contract
 
 
There has been no amendment to or variations made or agreed with the Builder in respect of the Shipbuilding Contract or the Other Shipbuilding Contract from the date of the Shipbuilding Contract or, as the case may be, the Other Shipbuilding Contract save for those already disclosed in writing to the Facility Agent prior to the date hereof or approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders).
 
 
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14.29
Activities in the Marshall Islands
 
 
(a)
Neither the Owner, the Parent, the Parent Shareholder nor the Sponsor or any of their respective parents, subsidiaries or affiliates is a division, bureau, office, agency, department, committee or political subdivision of the jurisdiction of its incorporation or any other sovereign jurisdiction.
 
 
(b)
Neither the Owner, the Parent, the Parent Shareholder nor the Sponsor is engaged in:
 
 
(i)
the retailing, wholesaling, trading or importing of goods or services for or with residents of the jurisdiction of its incorporation;
 
 
(ii)
any extractive industry in the jurisdiction of its incorporation;
 
 
(iii)
any regulated professional service activity in the jurisdiction of its incorporation;
 
 
(iv)
the export of any commodity or goods manufactured, processed, mined or made in the jurisdiction of its incorporation; or
 
 
(v)
the ownership of real property in its jurisdiction of incorporation.
 
 
(c)
Neither the Owner, the Parent, the Parent Shareholder nor the Sponsor is doing business in the jurisdiction of its incorporation, except that each of the Owner, the Parent, the Parent Shareholder or the Sponsor may have its registered office in the jurisdiction of its incorporation and maintain its agent there.
 
14.30
Times for making representations and warranties
 
 
(a)
The representations and warranties set out in this Clause 14 are made by the Owner on the date of this Agreement and shall be deemed to be repeated on each Utilisation Date and each date during the Post-Completion Period.
 
 
(b)
When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.
 
14.31
Legal qualifications
 
The representations and warranties set out in Clauses 14.4 (Legal validity), 14.5(a) (Non-conflict), 14.12 (Pari passu ranking) and 14.25 (Jurisdiction/governing law) are made by reference to any qualifications, reservations, limitations or exceptions as to matters of law set out in the relevant legal opinions required under this Agreement.
 
15.
INFORMATION COVENANTS
 
15.1
Financial statements
 
 
(a)
The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), its audited financial statements for each of its financial years ending after the date of this Agreement.
 
 
 
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(b)
The Owner shall procure that the Sponsor shall supply to the Facility Agent its audited consolidated financial statements for each of its financial years ending after the date of this Agreement.
 
 
(c)
The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), its interim unaudited financial statements for each quarter of each financial year ending after the date of this Agreement.
 
 
(d)
The Owner shall procure that the Sponsor shall supply to the Facility Agent its interim unaudited financial statements for each quarter of each financial year ending after the date of this Agreement.
 
 
(e)
All audited financial statements of the Owner and consolidated financial statements of the Sponsor must be supplied as soon as they are available and in any event within 150 days of the end of the relevant financial period and all unaudited financial statements for each quarter must be supplied as soon as they are available and in any event within 60 days of the end of each relevant financial period.
 
15.2
Form of financial statements
 
 
(a)
The Owner must ensure that each set of financial statements supplied under Clause 15.1 of this Agreement fairly represents the relevant parties financial condition as at the date to which those financial statements were drawn up.
 
 
(b)
The Owner must notify the Facility Agent of any change to the basis on which the audited financial statements are prepared.
 
 
(c)
If requested by the Facility Agent, the Owner must supply or procure that the following are supplied to the Facility Agent:
 
 
(i)
a full description of any change notified under paragraph (b) above; and
 
 
(ii)
sufficient information to enable the Facility Agent to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited financial statements delivered to the Facility Agent under this Agreement.
 
 
(d)
If requested by the Facility Agent, the Owner must enter into discussions for a period of not more than 30 days with a view to agreeing to any amendments required to be made to this Agreement to place the Facility Agent in the same position as it would have been in if the change had not happened.
 
 
(e)
If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Owner shall ensure that its auditors or, as the case may be, the Owner specifies those amendments; the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties.
 
 
 
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15.3
Annual Budget and reports
 
 
(a)
The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), a draft Annual Budget for each financial year within 14 days of its approval by the board of directors of the Owner and at least one month prior to the start of the relevant financial year, such budget to be considered and, if agreed by the Majority Lenders, approved in writing by the Facility Agent (acting reasonably) within 21 days of receipt following which the draft Annual Budget shall become the Annual Budget for the purposes of this Agreement.  For this purpose if any Lender fails to respond to a request to agree any such draft within 21 days it shall be deemed to have approved it.
 
 
(b)
In the event any draft Annual Budget is not approved by the Facility Agent, the Facility Agent and the Owner shall consult and agree a revised Annual Budget.  If a revised Annual Budget is not agreed within 30 days, the Facility Agent (acting on the instructions of the Majority Lenders) and the Owner shall agree to appoint a suitable expert to resolve any disputes they may have in respect of the Annual Budget.  If the Facility Agent and Owner can not agree on an expert, the Facility Agent will apply to the London Maritime Arbitrators Association and the President of the London Marine Arbitrators Association shall appoint an expert on their behalf.  In each case, the written determination of such expert in respect of any dispute, addressed to the Facility Agent and the Owner, shall (except in the case of manifest error) be final and binding.
 
 
(c)
Until a revised Annual Budget has been agreed between the Owner and the Facility Agent in accordance with this Clause 15.3, the amount of any Earnings to be transferred from the Proceeds Account to the Operating Expenses Account or, as the case may be, the CAPEX Account shall continue on the basis of the current (or, as the case may be, immediately previous) Annual Budget.
 
 
(d)
The Owner must promptly supply to the Technical Adviser, in electronic form by email attachment or hard copy, quarterly (or if the Facility Agent decides, in consultation with the Owner, that a monthly report is needed, monthly) technical reports (in the Pre-Completion Period) and quarterly operating reports (in the Post-Completion Period) in form and substance satisfactory to the Technical Adviser together with all such other information and documents which the Technical Adviser reasonably requires to perform its Workscope and its obligations under the Technical Proposal.
 
 
(e)
The Owner must procure that the Builder will give the Technical Adviser access to perform periodic visits to the premises of the Builder and the Builder’s subcontractors in order to monitor the construction of the Vessel and the materials and components to be used in the construction of the Vessel and that the Builder, the Manager and the Classification Society will provide the Technical Adviser with all such other information and documents which the Technical Adviser reasonably requires to perform its Workscope and its obligations under the Technical Proposal.

 
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15.4
Access to Books and Records
 
Upon the request of the Facility Agent, the Owner shall provide the Facility Agent and any of its representatives and professional advisers with access to, and permit inspection of, its books and records, in each case at reasonable times and upon reasonable notice.
 
15.5
Information – miscellaneous
 
The Owner must supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), subject to any duty of confidentiality which it may have to third parties (whom it will promptly approach in order to seek any necessary consents where applicable):
 
 
(a)
copies of all documents despatched by it to its creditors (other than trade creditors) generally or any class of them at the same time as they are despatched;
 
 
(b)
copies of all reports provided to the Owner by the Manager pursuant to the Management Agreement, in each case, within five (5) Business Days of receipt of such report by the Owner and if, in the opinion of the Facility Agent (acting reasonably), any additional technical report is necessary, the Owner will procure such report;
 
 
(c)
as soon as reasonably practicable on becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, pending or, to the best of its knowledge and belief, threatened against it and which, in each case, would have a Material Adverse Effect (in the opinion of the Facility Agent acting on the instructions of the Majority Lenders);
 
 
(d)
as soon as reasonably practicable on request, such further information, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), regarding the financial condition and operations of the Owner or regarding any matter relevant to, or to any provision of, a Finance Document as the Facility Agent may reasonably request;
 
 
(e)
as soon as reasonably practicable on becoming aware of them, details of any event or circumstance which is a Force Majeure Event;
 
 
(f)
promptly on becoming aware of them, details of any event which has a Material Adverse Effect;
 
 
(g)
as soon as they are available, copies of any notice of default, termination, material dispute or claim (including notices provided by the Charterer under the terms of a Drilling Charter) made against it under the Shipbuilding Contract, the Drilling Charter, any Refund Guarantee or under the Owner’s Shipbuilding Contract Guarantee or affecting the Vessel together with details of any action it proposes to take in relation to the same and notice of any charterhire reduction or proposed charterhire reduction under the terms of a Drilling Charter;
 
 
(h)
as soon as they are available, copies of any notice of default, termination or material claim made against it under the Management Agreement together with details of any action it proposes to take in relation to the same and, upon becoming aware of the same, notification of any strikes or industrial action taken or proposed to be taken by the Manager or its employees, subcontractors or personnel from time to time which has or may reasonably be expected to have a Material Adverse Effect;

 
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(i)
promptly on becoming aware of them, details of any damage to or destruction of the Vessel or any breakdown of any part of the Vessel, where the cost of repair or reinstatement is likely to exceed US$10,000,000 or where the cumulative cost of repair or reinstatement of damage to or destruction of the Vessel during the previous six months is likely to exceed US$10,000,000;
 
 
(j)
promptly on becoming aware of them, details of any proposal for an amendment or waiver of a Related Contract other than amendments or waivers of an administrative or non-material nature; and
 
 
(k)
upon request by the Facility Agent, copies of all Transaction Authorisations (if any) obtained by it.
 
15.6
Pre-Completion period
 
 
(a)
The Owner must promptly supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders) any reports received in relation to the construction of the Vessel provided by the Builder pursuant to Article IV paragraph 7 of the Shipbuilding Contract.
 
 
(b)
The Owner must promptly, upon the earlier of (i) becoming aware of the same and (ii) the time when a prudent owner ought reasonably to have become aware of the same, notify the Facility Agent of:
 
 
(i)
any breach (or attempted breach) of safety or security at the premises of the Builder which has a Material Adverse Effect;
 
 
(ii)
any material claim it may have under any indemnity or provision for any Liquidated Damages Payments under the Shipbuilding Contract;
 
 
(iii)
any reduction in hire payable under a Drilling Charter on account of a delay in delivery of the Vessel to the Charterer; and
 
 
(iv)
any change or further change to the Scheduled Delivery Date.
 
15.7
Notification of Default
 
Unless the Facility Agent has already been so notified, the Owner must notify the Facility Agent of any Default, Potential Mandatory Prepayment Event or Mandatory Prepayment Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
 
15.8
Year end
 
 
The Owner must not change its accounting period or auditors except with the consent of the Facility Agent (acting in accordance with the instructions of the Majority Lenders) which shall not be unreasonably withheld or delayed.
 
 
 
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15.9
Information provided to be accurate
 
 
(a)
All financial and other information provided by the Owner under or in connection with any Finance Document at the time when given will be true and not misleading in any material respect and will not omit any material fact.
 
 
(b)
All financial and other information provided by third parties on behalf of the Owner under or in connection with any Finance Document at the time when given will, to the best of the Owner’s knowledge and belief, be true and not misleading in any material respect and will not omit any material fact.
 
15.10
Charter Termination Events
 
At all times during the Post-Completion Period, the Owner shall (and shall procure that the Sponsor shall) promptly advise the Facility Agent of any Charter Termination Event of which it or they become aware.
 
15.11
Calculation Certificate
 
 
(a)
At least 15 Business Days prior to each Repayment Date, the Owner shall deliver a duly completed Calculation Certificate to the Facility Agent signed by two of its authorised signatories on its behalf:
 
 
(i)
setting out the Debt Service Cover Ratio for the most recent Calculation Period; and
 
 
(ii)
certifying no Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or, if a Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding, specifying the Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event outstanding and the steps, if any, being taken to remedy it.
 
 
(b)
Within seven Business Days of receiving a Calculation Certificate, the Facility Agent must notify the Owner whether it agrees with the Debt Service Cover Ratio calculation set out in that Calculation Certificate, otherwise the Facility Agent will be deemed to have accepted such Debt Service Cover Ratio calculation.
 
 
(c)
If the Facility Agent does not agree with the Debt Service Cover Ratio calculation set out in a Calculation Certificate, the Facility Agent and the Owner shall consult, in good faith, to agree the Debt Service Cover Ratio calculation as soon as possible.  If the Debt Service Cover Ratio is not agreed within ten Business Days of notification by the Facility Agent under paragraph (b) above, the matter will be referred to the Owner’s auditor whose written determination, addressed to the Facility Agent and the Owner, shall (except in the case of manifest error) be final and binding.

 
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15.12
Know your customer requirements
 
 
(a)
The Owner must promptly on the request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements.
 
 
(b)
Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all know your customer requirements.
 
16.
GENERAL COVENANTS
 
16.1
General
 
The Owner agrees to be bound by the covenants set out in this Clause 16.
 
16.2
Authorisations
 
The Owner must promptly:
 
 
(a)
obtain, maintain and comply with the terms; and
 
 
(b)
supply certified copies to the Facility Agent,
 
of any authorisation required under any Applicable Law to enable it to perform its obligations under, or for the validity, enforceability or admissibility in evidence of, any Finance Document.
 
16.3
Compliance with laws
 
The Owner must comply, and the Owner must procure that the Manager complies, in all material respects with all Applicable Laws to which it is subject.
 
16.4
Pari passu ranking
 
The Owner must ensure that its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.
 
16.5
Disposals
 
 
(a)
The Owner must not (other than insofar as the same may be created or effected under the Finance Documents), either in a single transaction or in a series of transactions and whether related or not:
 
 
(i)
sell, transfer or otherwise dispose of all or a substantial part of its assets;
 
 
(ii)
sell, transfer or otherwise dispose of any of its receivables on recourse terms;

 
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(iii)
enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
 
 
(iv)
enter into any other preferential arrangement having a similar effect,
 
in circumstances where the transaction might have a Material Adverse Effect.
 
 
(b)
Paragraph (a) does not apply to any disposal:
 
 
(i)
made in the ordinary course of trading on arm’s length terms;
 
 
(ii)
of obsolete assets; or
 
 
(iii)
of assets (other than the Vessel) in exchange for other assets comparable or superior as to type, value and quality.
 
16.6
Security Interests
 
The Owner must not create or permit to subsist any Security Interest over any of its assets other than Permitted Liens.
 
16.7
No other business assets or Financial Indebtedness
 
The Owner must not:
 
 
(a)
engage in any business other than the direct ownership, operation and chartering of the Vessel or any business incidental thereto;
 
 
(b)
cease to carry on its business;
 
 
(c)
own or acquire any asset other than the Vessel or any asset incidental to the ownership, operation and chartering of the Vessel; or
 
 
(d)
incur any Financial Indebtedness other than:
 
 
(i)
Financial Indebtedness incurred or permitted under the Finance Documents;
 
 
(ii)
any Financial Indebtedness by way of borrowing from the Sponsor for the purpose only of posting any cash collateral which the Owner may from time to time be required to post under any of the Swap Agreements provided that any such Financial Indebtedness is fully subordinated to the rights and interests of the Finance Parties under the Finance Documents; or
 
 
(iii)
any Financial Indebtedness otherwise approved by the Facility Agent (acting on the instructions of the Majority Lenders).
 
16.8
Distributions
 
The Owner shall not make any Distributions.

 
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16.9      Place of business
 
The Owner must maintain its registered office in the Marshall Islands and keep its corporate documents at either its registered office or at the offices of its officers and will not voluntarily establish, or do anything as a result of which it would be deemed to have voluntarily established, a place of business in any country other than the Marshall Islands.
 
16.10
Mergers, guarantees and loans
 
 
(a)
The Owner shall not enter into any amalgamation, demerger, merger or reconstruction that might have a Material Adverse Effect.
 
 
(b)
Save in the ordinary course of business, the Owner must not incur or allow to be outstanding any guarantee (including an indemnity or other assurance against loss) (a Relevant Guarantee) by it in respect of any person and any Relevant Guarantee which would otherwise be permitted under this paragraph (b) will not be permitted if the Owner’s obligations under the Relevant Guarantee are secured by any of the Security Assets (save to the extent such security constitutes a Permitted Lien).
 
 
(c)
The Owner must not be the creditor in respect of Financial Indebtedness other than:
 
 
(i)
advances to crew;
 
 
(ii)
in connection with any spares or pooling arrangements (approved by the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)) or sale of equipment relating to the Vessel entered into by the Owner in the ordinary course of its business;
 
 
(iii)
deposits placed with banks or the providers of goods and services entered into by the Owner in the ordinary course of its business; or
 
 
(iv)
pursuant to its obligations to a Swap Bank under a Swap Agreement.
 
 
(d)
The Owner must not create any Subsidiary.
 
16.11
Security
 
The Owner:
 
 
(a)
without prejudice to Clause 16.12(a), shall procure that the Mortgage and any other security conferred by it under any Security Document is registered as a first priority interest with the relevant authorities within the period prescribed by Applicable Law and is maintained and perfected with the relevant authorities;
 
 
(b)
shall at its own cost do all that it can to ensure that any Finance Document validly creates the obligations and Security Interests which it purports to create; and
 
 
(c)
without limiting the generality of paragraph (a) above, shall at its own cost promptly register, file, record or enrol any Finance Document with any relevant court or authority, pay any stamp, registration or similar tax payable in respect of any Finance Document, give any notice or take any other step which, in the reasonable opinion of the Facility Agent, is or has become necessary for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

 
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16.12
Registration of the Vessel
 
The Owner shall, and shall procure that the Manager shall:
 
 
(a)
procure and maintain, with effect from the Delivery Date, the valid and effective provisional registration of the vessel and, within six (6) months, of the Delivery Date, the valid and effective permanent registration of the Vessel under the flag of Malta or such other flag as is satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders (acting in good faith but otherwise in their absolute discretion)), and shall ensure nothing is done or omitted by the Owner and shall use reasonable endeavours to ensure that nothing is done or omitted to be done by any third party by which the registration of the Vessel would or might be defeated or imperilled;
 
 
(b)
not change the name or port of registration of the Vessel without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders) (such consent not to be unreasonably withheld or delayed); and
 
 
(c)
ensure that the Vessel complies in all respects with Applicable Laws from time to time applicable to vessels registered under the laws and flag of Malta or such other flag (an Alternative Flag) under which the Vessel may be registered from time to time in accordance with this Agreement, provided that if at any time an Alternative Flag is not a signatory to all International Maritime Organization Assembly resolutions and regulations to which Malta is a signatory, then the Owner shall ensure, and shall procure that the Manager ensures, that the Alternative Flag issues a certificate of equivalency of the Vessel in respect of each such International Maritime Organization Assembly resolution and regulation.
 
16.13
Classification, maintenance and repair
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date:
 
 
(a)
maintain and preserve the Vessel in good working order and repair (ordinary wear and tear excepted), seaworthy, in efficient operating condition and, in any event, to a standard at least equivalent to vessels managed and/or operated by the Manager and the Sponsor’s group and the recommendations of the Builder;
 
 
(b)
ensure that the Vessel is surveyed from time to time as required by the Classification Society in which the Vessel is entered at that time;
 
 
(c)
maintain the highest classification of the Vessel with the Classification Society or, if such classification is not available, with the highest equivalent classification in another internationally recognised classification society of like standing acceptable to the Facility Agent (acting on the instructions of the Majority Lenders), free of all overdue requirements and overdue recommendations of that classification society or register;

 
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(d)
maintain and keep up to date the Technical Records in English and in compliance with all Applicable Laws relating to the Vessel and the requirements of the Classification Society;
 
 
(e)
maintain and keep the Software Records up to date;
 
 
(f)
comply in all material respects with all Software Licences and use its best endeavours to procure that all Software Licenses are capable of assignment;
 
 
(g)
procure that all repairs to or replacement of any damaged, worn or lost parts or equipment shall be effected in such manner (both as regards workmanship and quality of materials) as not to materially diminish the value of the Vessel or cause damage to the Environment;
 
 
(h)
not remove any material part of the Vessel, any part or any other material item of equipment installed on the Vessel unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Finance Parties, and becomes on installation on the Vessel the property of the Owner and subject to the security constituted by the relevant Security Document(s) provided that, for the avoidance of doubt, the Owner may install and remove equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel or the Environment and does not affect the class, flag or custody transfer certification; and
 
 
(i)
without prejudice to paragraph (h) not without prior written consent of the Facility Agent not to be unreasonably withheld (acting on the instructions of the Majority Lenders), cause or permit to be made any substantial change in the structure, machinery, equipment, control systems, type or performance characteristics of the Vessel other than modifications required by the Classification Society or Applicable Law.
 
16.14
Lawful and safe operation
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date:
 
 
(a)
operate the Vessel and cause the Vessel to be operated in a manner consistent in all material respects with any Applicable Law;
 
 
(b)
not cause or permit the Vessel to trade with, or within the territorial waters of, any country in which her safety may be imperilled by exposure to terrorism;
 
 
(c)
not cause or permit the Vessel to be employed in any manner which will or may give rise to any reasonable degree of likelihood that the Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;
 
 
(d)
not cause or permit the Vessel to be employed in any trade or business which is forbidden by Applicable Law or is illicit or in carrying goods which are illicit or prohibited under any Applicable Law;
 
 
(e)
in the event of hostilities in any part of the world (whether war be declared or not) not cause or permit the Vessel to be carrying any contraband goods and/or trading in any zone after it has been declared a war zone by any authority or by any of the Vessel’s war risks Insurers unless the Vessel’s Insurers shall have confirmed to the Owner that the Vessel is held covered under the Obligatory Insurances or under a government scheme that gives comparable protection for the voyage(s) in question; and

 
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(f)
not charter the Vessel with any foreign country or national of any foreign country which is the subject of sanctions imposed by the United Nations or is specified by legislation or regulations of the flag state under which the Vessel is registered and such that, if the earnings or any part of the earnings were derived from such charter, that fact would render any Finance Document or the security conferred by the Security Documents unlawful.
 
16.15
Repair of the Vessel
 
Save in circumstances where the Insurers have agreed to cover the cost of the work or where the Owner has demonstrated to the satisfaction of the Facility Agent that adequate reserves or security are at the relevant time maintained or provided for, the Owner shall not, and shall procure that the Manager shall not, at any time after the Delivery Date put the Vessel into the possession of any person for the purpose of work being done upon her beyond the amount of US$15,000,000 or equivalent), other than for classification or scheduled dry docking, unless such person shall have given an undertaking to the Facility Agent not to exercise any lien on the Vessel or Obligatory Insurances for the cost of that work or otherwise.
 
16.16
Arrests and Liabilities
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date:
 
 
(a)
pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens (other than Permitted Liens) on or claims enforceable against the Vessel and take all reasonable steps to prevent a threatened arrest of the Vessel;
 
 
(b)
notify the Facility Agent promptly in writing of the levy or other distress on the Vessel or its arrest, detention, seizure, condemnation as prize, compulsory acquisition or requisition for title or use and (save in the case of compulsory acquisition or requisition for title or use or any other event that would, with the passage of time, constitute a Total Loss of the Vessel) obtain the release of the Vessel within twenty-one (21) days;
 
 
(c)
pay and discharge when due all dues, taxes, assessments, governmental charges, fines and penalties lawfully imposed on or in respect of the Vessel or the Owner except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute has been obtained by the Owner from underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)) and provided that the continued existence of such dues, taxes, assessments, governmental charges, fines or penalties does not give rise to any reasonable degree of likelihood that the Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize; and

 
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(d)
pay and discharge all other obligations and liabilities whatsoever in respect of the Vessel and the Obligatory Insurances except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute has been obtained by the Owner from underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)) and provided that the continued existence of those obligations and liabilities in respect of the Vessel and the Obligatory Insurances does not give rise to any reasonable degree of likelihood that the Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize and provided always that the Vessel remains properly managed and insured at all times in accordance with the terms of this Agreement.
 
16.17
Related Contracts
 
The Owner shall:
 
 
(a)
exercise its rights and comply with its material obligations under each Finance Document and Related Contract to which it is a party;
 
 
(b)
not without the consent of the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably):
 
 
(i)
make or enter into (and shall procure that the Sponsor and the Manager shall not make or enter into) any amendments, changes or variations to, or assign, transfer, terminate, suspend or abandon any of the Related Contracts (and to the extent necessary it will withhold its consent to any such amendment, assignment, transfer, termination, suspension or abandonment) other than an amendment, change or variation of a non-material or administrative nature (and, for the avoidance of doubt, any amendments, changes or variations to the Shipbuilding Contract which would or may delay the Delivery Date by 3 months or more would in all cases be deemed a “material” amendment, change or variation);
 
 
(ii)
take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which a reasonable shipowner in the position of the Owner could reasonably be expected to know should be taken or entered into which, in any such case, would cause any Related Contract to be terminated or to cease to remain in full force and effect and shall use all reasonable endeavours to procure that each other party to any Related Contract does not take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or could reasonably be expected to, cause any Related Contract to cease to remain in full force and effect;
 
 
(iii)
release the Builder or the Charterer from any of its material obligations under the Shipbuilding Contract or the Drilling Charter, as the case may be; or
 
 
(iv)
permit (and will procure that no Other Owner shall permit) any amendments, changes or variations to, or assignments, transfers, termination, suspension or abandonment of any of the Other Shipbuilding Contract (and to the extent necessary it will procure the Other Owner will withhold its or their consent to any such amendment, change, variation, assignment, transfer, termination, suspension or abandonment) other than an amendment of a non-material or administrative nature; and

 
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(c)
not exercise its rights under Article I paragraph 5 of the Shipbuilding Contract to approve any relevant subcontractor under the Shipbuilding Contract without the Facility Agent’s (acting on the instructions of the Majority Lenders) prior written consent.
 
16.18
Environment
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date:
 
 
(a)
comply in all material respects with all applicable Environmental Laws and Environmental Approvals including, without limitation, requirements relating to the establishment of financial responsibility (and shall require that all Environmental Affiliates of the Owner comply in all material respects with all applicable Environmental Laws and obtain and comply with all required Environmental Approvals, insofar as such Environmental Laws and Environmental Approvals relate to the Vessel or her operation or her carriage of cargo);
 
 
(b)
comply in all material respects with its obligations under and in accordance with health and safety requirements of a Drilling Charter; and
 
 
(c)
promptly upon becoming aware notify the Facility Agent of:
 
 
(i)
any Environmental Claim in excess of US$2,500,000 which is current or, to its knowledge, pending or threatened against it or any Environmental Affiliate relating to the Vessel or her operation or her carriage of cargo; or
 
 
(ii)
any fact or circumstances reasonably likely to give rise to an Environmental Claim in excess of US$2,500,000 against it or any Environmental Affiliate relating to the Vessel or her operation or her carriage of cargo; or
 
 
(iii)
any suspension, revocation or modification of any Environmental Approval obtained by the Owner, the Manager or the Charterer relating to the Vessel or her operation or her carriage of cargo; or
 
 
(iv)
any Release of Hazardous Materials by or in respect of the Vessel or caused by the Vessel or its operations which could lead to an Environmental Claim in excess of US$250,000,
 
and in each case such notification shall take the form of a certificate of an officer of the Owner or of the Owner’s agents specifying in reasonable detail the nature of the event or circumstances.
 
16.19
Information regarding the Vessel
 
(a)
The Owner shall upon becoming aware of the same, and shall procure that the Manager shall upon the earlier of (i) becoming aware of the same and (ii) the time when a prudent manager ought reasonably to have become aware of the same, at all times after the Delivery Date:
 
 
(i)
promptly notify the Facility Agent of the occurrence of any accident, casualty or other event which has caused or resulted in or may cause or result in the Vessel being or becoming a Total Loss;
 
 
 
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(ii)
promptly notify the Facility Agent of any requirement or recommendation made by any Insurer or the Classification Society or by any competent authority which is not complied with in a timely manner, disregarding any matter which cannot reasonably be considered to be material;
 
 
(iii)
promptly notify the Facility Agent of any intended dry-docking of the Vessel (whether routine or otherwise);
 
 
(iv)
promptly notify the Facility Agent of any claim for a material breach of the ISM Code being made in connection with the Vessel or its operation;
 
 
(v)
promptly notify the Facility Agent of any claim for a material breach of the ISPS Code being made in connection with the Vessel or its operation;
 
 
(vi)
give to the Facility Agent from time to time on request such information, in electronic form by email attachments or hard copy, as the Facility Agent may reasonably require regarding the Vessel, its employment, position and engagements or regarding the Obligatory Insurances;
 
 
(vii)
provide the Facility Agent with copies of the classification certificate of the Vessel and of all periodic damage or survey reports on the Vessel which the Facility Agent may reasonably request;
 
 
(viii)
promptly notify the Facility Agent when a condition of class is applied by the Classification Society;
 
 
(ix)
promptly notify the Facility Agent if the Vessel is detained by any port, governmental or quasi-governmental authority;
 
 
(x)
promptly notify the Facility Agent if the flag state or the Classification Society refuse to issue or withdraw any trading certification;
 
 
(xi)
promptly notify the Facility Agent of any fire on board the Vessel which requires the use of fixed fire systems;
 
 
(xii)
promptly notify the Facility Agent of any collision or grounding of the Vessel;
 
 
(xiii)
promptly notify the Facility Agent if the Vessel is taken under tow other than in respect of the routine operation of the Vessel;
 
 
(xiv)
promptly notify the Facility Agent of any death or serious injury to any person which occurs on board the Vessel;

 
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(xv)
subject to any applicable restriction under a Drilling Charter give to the Facility Agent and its duly authorised representatives (at their own risk and expense) reasonable access to the Vessel but without interruption to her use or operation for the purpose of conducting on board inspections and/or surveys of the Vessel and the Technical Records;
 
 
(xvi)
if the Facility Agent reasonably believes an Event of Default may have occurred and is continuing, procure that the Facility Agent and its duly authorised representatives shall upon request be granted the right to inspect the records kept in respect of the Vessel by the Classification Society; and
 
 
(xvii)
if the Facility Agent reasonably believes an Event of Default may have occurred and is continuing, furnish to the Facility Agent from time to time upon reasonable request certified copies of the ship’s log in respect of the Vessel.
 
 
(b)
The Owner shall, upon becoming aware of the same, during the Pre-Delivery Period, notify the Facility Agent of any accident, casualty or other event which has caused or resulted in or may cause or result in the Vessel as it is then constructed becoming a Total Loss or being reasonably considered as beyond economic repair.
 
16.20
Management
 
The Owner shall procure at all times after the Delivery Date that the Vessel is managed by the Manager (except with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)).
 
16.21
Proceeds from sale or Total Loss of the Vessel
 
 
(a)
The Owner shall procure that the proceeds from a sale or Total Loss of the Vessel (and during the Pre-Delivery Period, any proceeds from the Vessel under construction or buyer’s supplies being deemed a total loss or being reasonably considered beyond economic repair) shall promptly upon receipt by the Owner be paid to the Security Trustee for application in accordance with clause 10 of the DPP.
 
 
(b)
For so long as the Owner holds any such proceeds as referred to in paragraph (a), it shall do so on trust for the Security Trustee.
 
 
(c)
The Owner will not sell or agree to sell the Vessel and will procure that the Sister Owner will not sell or agree to sell the Sister Vessel unless the Owner can demonstrate to the Facility Agent to its satisfaction that:
 
 
(i)
the Owner will upon such sale have sufficient funds to repay the Loans in full and all other amounts outstanding hereunder in the case of the sale of the Vessel or under Clause 6.3 (Mandatory prepayment amount – Sister Vessel) in the case of a sale of the Sister Vessel; and
 
 
(ii)
in the case of the Sister Vessel, the Owner will upon such sale be in compliance with the Leverage Ratio.

 
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16.22
Charters
 
 
(a)
The Owner shall not let the Vessel on demise, time, consecutive voyage or voyage charter for any period or to any person other than to a Charterer under a time charter party (a Drilling Charter) in terms satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) with an Approved Charterer and with an Approved Rate.
 
For the purposes of this paragraph (a):
 
Approved Charterer means any counterparty approved by the Facility Agent (acting on the instructions of all of the Lenders) and which, unless otherwise agreed by the Facility Agent (acting on the instructions of all of the Lenders), is not on negative watch and has (or who provides a Charterer Parent Guarantee by its Holding Company which is not on negative watch and which has) a rating of BBB or higher from Moody’s or a rating of Baa3 or higher from S&P;
 
Approved Rate means a time charter party in respect of which:
 
 
(i)
for a time charter period of 2 years or more (but less than 3 years), the daily rate on its own results in a minimum annual projected Net Cash Flow of US$116,000,000 and the minimum daily rate is US$545,000;
 
 
(ii)
for a time charter period of 3 years or more (but less than 5 years), the daily rate on its own results in a minimum annual projected Net Cash Flow of US$129,000,000 and the minimum daily rate is US$550,000; or
 
 
(iii)
for a time charter period of 5 years or more, the daily rate on its own results in a minimum annual projected Net Cash Flow of US$116,000,000 and the minimum daily rate is US$510,000.
 
and the amount projected to be the Net Cash Flow will be as estimated by the Owner and the Manager and approved by the Facility Agent.
 
 
(b)
The Owner shall procure that at the same time as entering into any Drilling Charter it shall:
 
 
(i)
enter into a deed of assignment of time charter and earnings on terms substantially in the form of the Charter Assignment (and shall procure that any notices and acknowledgements thereto are duly executed by the relevant parties to them) and enter into and shall procure that the relevant Charterer shall enter into a Charterer Direct Agreement; and
 
 
(ii)
provide a tax opinion from its tax advisers (which may be disclosed to the Finance Parties) in respect of potential withholding and income tax payable under the Transaction Documents in form and substance satisfactory to each of the Finance Parties.
 
 
(c)
The Owner shall, at least twelve (12) months prior to the expiry date (howsoever described) of any Drilling Charter:

 
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(i)
procure that a replacement Drilling Charter is entered into having a minimum term (excluding any optional extensions) of 2 years;
 
 
(ii)
execute a deed of assignment of time charter and earnings in substantially the same form as the Charter Assignment and shall procure that any notices and acknowledgements thereto are duly executed by the relevant parties to them and that it and any replacement charterer shall execute a Charterer Direct Agreement; and
 
 
(iii)
provide an updated tax opinion from its tax advisers (which may be disclosed to the Finance Parties) in respect of potential withholding and income tax payable under the Transaction Documents in form and substance satisfactory to each of the Finance Parties.
 
 
(d)
The Owner shall not:
 
 
(i)
allow the Vessel to be sub-chartered by any Charterer without the consent of the Facility Agent not to be unreasonably withheld (acting on the instructions of the Majority Lenders); or
 
 
(ii)
permit any transfer of Charterer’s rights and obligations under a Drilling Charter without the prior written consent of the Facility Agent (acting on the instructions of all of the Lenders).
 
16.23
Breach or Termination of Drilling Charter or Management Agreement
 
 
(a)
In the event of the occurrence at any time during the Post-Completion Period of (i) one of the events described in Clauses 6.2(e) or 6.2(f) which would otherwise give rise to an immediate Mandatory Prepayment Event or (ii) an Event of Default set out in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings),  18.8 (Creditors’ process), 18.9 (Cessation of business), 18.10 (Failure to pay final judgment) and 18.11 (Material adverse change) in respect of the Charterer or the Manager only, then, subject to the conditions set out in Clause 16.23(b) below, no Mandatory Prepayment Event or Event of Default shall immediately arise and the Owner shall have the opportunity to cure the relevant default, breach or event (including by proposing a substitute charterer or manager) for a period of three (3) months from the date the relevant event or Event or Default occurs or, if later, the date that a prudent owner could reasonably be expected to have become aware of the occurrence of the relevant event or Event of Default (provided always that for the purposes of this paragraph (a), the Owner shall in any event be deemed to have become aware of the relevant event or Event of Default within thirty (30) days of the occurrence of such event or Event of Default) (the Cure Period);
 
 
(b)
The right of the Owner to effect a cure and the postponement of the relevant Mandatory Prepayment Event or Event of Default (as the case may be) pursuant to Clause 16.23(a) above shall be available only if:
 
 
(i)
there is no other Default existing at the time when the relevant event or Event of Default referred to in Clause 16.23(a) arises and no such other Default occurs at any time during the Cure Period; and

 
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(ii)
any substitute charterer or manager and/or substitute charter or management agreement proposed by the Owner as the means of effecting a cure satisfies the terms and conditions of Clause 16.22 (in the case of a substitute charterer and/or charter) and the terms and conditions of Clause 16.24 (in the case of a substitute manager and/or management agreement); and
 
 
(iii)
the Owner procures that on the earlier of (i) the time at which Owner becomes aware of the occurrence of an Event of Default or the relevant event, or (ii) 30 days after the occurrence of an Event of Default or the relevant event referred to in Clause 16.23(a), there is deposited into the Debt Service Reserve Account such additional amount as will ensure that the balance standing to the credit of the Debt Service Reserve Account following such deposit is equal to at least the amount required to pay the aggregate amount of interest and principal repayments accruing under this Agreement during the period of nine (9) months following the date of such deposit. The Owner shall not be entitled to use any funds then standing to the credit of any of the Accounts to effect such deposit.
 
 
(c)
If the Owner proposes to enter into a substitute charter or substitute management agreement, the Owner shall, in relation to a substitute charter, comply fully with all of the provisions of Clause 16.22 and, in relation to a substitute management agreement, the Owner shall, upon the execution of the substitute management agreement, execute a security assignment of such substitute management agreement together with all notices and acknowledgements thereto all in the same form (mutatis mutandis) as the then existing security over the Management Agreement or otherwise in form and substance satisfactory to the Majority Lenders.
 
 
(d)
For the avoidance of doubt, should any of the conditions set out in Clause 16.23(b) not be, or cease to be, met, or should the Owner not effect a cure of the relevant breach, default or event within the Cure Period, the relevant Mandatory Prepayment Event or, as the case may be, Event of Default shall immediately arise and the Finance Parties shall be all of the rights flowing therefrom.
 
 
(e)
If the Owner effects a cure of the relevant breach, Event of Default or other event within the Cure Period pursuant to this Clause 16.23, the Owner may withdraw any such additional amount deposited into the Debt Service Reserve Account in accordance with Clause 16.23(b)(iii).
 
16.24
Management Agreement
 
The Owner shall ensure that the Management Agreement in respect of the Vessel remains in full force and effect until the Final Maturity Date with the Manager or such other counterparty approved by the Facility Agent (acting on the instructions of the Majority Lenders). The Management Agreement shall contain provisions obliging the Manager to supervise the construction of the Vessel on behalf of the Owner.
 
16.25
ISM Code
 
The Owner shall, and shall procure that the Manager shall:

 
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  (a)  
at all times after the Delivery Date comply, and be responsible for compliance by itself and by the Vessel, with the mandatory requirements of the ISM Code;
 
 
(b)
at all times after the Delivery Date ensure that the Vessel has a valid Safety Management Certificate (or, following delivery until a final certificate is issued, a valid interim Safety Management Certificate) which is held on board the Vessel and that the Manager holds a valid Document of Compliance for the Vessel, a copy of which is held on board the Vessel;
 
 
(c)
promptly notify the Facility Agent of any actual or, upon becoming aware of the same, threatened withdrawal of an applicable Safety Management Certificate or Document of Compliance;
 
 
(d)
promptly notify the Facility Agent of the identity of the person ashore designated for the purposes of paragraph 4 of the ISM Code and of any change in the identity of that person; and
 
 
(e)
promptly upon becoming aware of the same notify the Facility Agent of the occurrence of any accident or major non-conformity requiring action under the ISM Code.
 
16.26
ISPS Code
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date comply and be responsible for compliance by itself and by the Vessel with the mandatory requirements of the ISPS Code, and ensure that the Vessel has a valid International Ship Security Certificate.
 
16.27
Delivery of Vessel
 
If the Owner is required by the terms of the Shipbuilding Contract to accept delivery of the Vessel from the Builder, then the Owner will exercise all rights it has under the Drilling Charter in place at such time to require the Charterer to take delivery of the Vessel under such Drilling Charter.
 
16.28
Construction supervision
 
 
(a)
The Owner shall give to the Facility Agent and the Technical Adviser notice of any meetings of the Owner or the Owner’s representatives with the Builder or between the Owner or the Owner’s representatives and any Charterer or the Charterer’s representatives where material divergence from the Specification (as defined in the Shipbuilding Contract) is being discussed. Following any such meeting, the Owner shall notify the Facility Agent and the Technical Adviser of the outcome of such meeting. Such advance notice and notice of the outcome shall be contained in the quarterly technical reports referred to in Clause 15.3(d).
 
 
(b)
The Owner shall make reasonable efforts to obtain the Builder’s consent so that the Facility Agent (at the Facility Agent’s own risk and expense) or its representative has a right to attend, in a capacity as an observer only, the shipyard on an occasional basis and to be present at the sea trials and first drill trial of the Vessel.
 
 
(c)
The Owner will give reasonable notice to the Facility Agent of the time and location of any of the meetings, trials and voyages referred to in paragraph (b) above.
 
 
 
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16.29
Construction Milestones
 
 
(a)
Project milestone for Instalment Loan 2:
 
 
●
start of steel cutting for the Vessel
 
 
(b)
Project milestones for Instalment Loan 3:
 
 
●
start of keel laying for Vessel
 
 
(c)
Project milestones for Delivery Loan:
 
 
●
tender of Vessel for Delivery
 
16.30
Tax affairs
 
The Owner must:
 
 
(a)
promptly file all Tax reports and returns required to be filed by it in any jurisdiction; and
 
 
(b)
promptly pay all Taxes or, if any Tax is being contested in good faith and by appropriate means, ensure an adequate reserve is set aside for payment of that Tax.
 
16.31
Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL
 
The Owner shall, and shall procure that the Manager shall, at all times after the Delivery Date comply and be responsible for compliance by itself and by the Vessel with mandatory requirements of Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL, and ensure that the Vessel has a valid International Air Pollution Prevention Certificate.
 
16.32
Oil Pollution Act
 
For so long as the Vessel is operated in the territorial waters of the United States of America, the Owner shall and/or shall procure the Charterer shall, comply with the requirements of all mandatory United States laws, regulations and requirements (including United States Coastguard regulations applicable to the Vessel and including for the avoidance of doubt any requirement to have a valid and current Certificate of Financial Responsibility pursuant to the United States Oil Pollution Act 1990) in relation to the operation and navigation of the Vessel in force at the relevant time in the relevant area(s) of the United States of America.
 
16.33
Leverage Ratio
 
 
(a)
The Owner will not permit the Leverage Ratio from time to time to be lower than 125 per cent, such Leverage Ratio to be tested as provided in paragraph (c) below.

 
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(b)
If on any determination date the Leverage Ratio is less than 125 per cent, the Owner will immediately following a request of the Facility Agent to do so:
 
 
(i)
prepay such amount of the Loans as will ensure that the Leverage Ratio is not less than or equal to 125 per cent; or
 
 
(ii)
provide or cause to be provided to the Facility Agent such additional funds into the Debt Service Reserve Account as is necessary to bring the Leverage Ratio equal to or not less than 125 per cent; or
 
 
(iii)
provide such additional security, in all respects satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders), such that the Leverage Ratio is not less than or equal to 125 per cent.
 
For the purposes of determining the Leverage Ratio, the additional security shall have attributed to it such value as the Facility Agent (acting on the instructions of the Majority Lenders) determines or in the case of additional security constituted by cash, its full value.
 
 
(c)
The Facility Agent shall be entitled to test such Leverage Ratio as of:
 
 
(i)
the Final Completion Date;
 
 
(ii)
each anniversary thereof;
 
 
(iii)
upon the notice of the Sister Owner of its intention to sell a Vessel; and
 
 
(iv)
at any time on notice from the Facility Agent after the occurrence of a Default which is continuing.
 
 
(d)
The Owner will procure a valuation on the basis described in the definition of Market Value on or before (but dated not more than thirty (30) days prior to) the date on which Leverage Ratio is to be calculated or in the case of paragraph (c) (i) promptly on demand and provide such valuation to the Facility Agent who will verify such valuation by reference to the information provided by the Owner.
 
 
(e)
The Owner will procure in favour of the Facility Agent and the Approved Brokers, all such information, as they may reasonably (having regard to the use and operation of the Vessel) require in order to effect such valuations.
 
 
(f)
All valuations shall be at the expense of the Owner.
 
16.34
Sponsor’s shares
 
The Owner shall procure at all times during the Security Period that the shares of the Sponsor will remain listed on NASDAQ.
 
17.
INSURANCES
 
17.1
Scope of Obligatory Insurances

 
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The Owner shall:
 
 
(a)
report on and monitor the Builder’s compliance with the Construction Insurances as detailed in Article XVII of the Shipbuilding Contract and report on and confirm its compliance with the terms of the Construction Insurances in respect of the Vessel and the equipment the subject of the Shipbuilding Contract and the Buyer Supplies (as such term is defined in the Shipbuilding Contract).  The Owner shall procure that its Buyer Supplies are insured for all risks of physical loss or damage as is typically insured, and that the Owner is insured for protection and indemnity risks during sea trials either under the Builder’s insurance policy or, if this is not possible, the Owner shall have protection and indemnity insurance effective from the commencement of the sea trials for an amount not less than US$300,000,000 (the amount to be reviewed and mutually agreed to be reduced if the Owners’ liability during the sea trials is less than the above amount). The Owner shall also have general third party liability insurance effective from the commencement of the sea trials for not less than US$25,000,000 to the extent such insurance policy will be available;
 
 
(b)
at all times after the Delivery Date keep the Vessel insured in the Required Insurance Amount, with a deductible of no more than US$15,000,000, in Dollars against fire and usual marine risks (including Excess Risks), and if requested by the Facility Agent all spares, stores and other property held elsewhere than on the Vessel against all risks of physical loss or damage as is typically insured, in each case in the name of the Owner and with the interest of the Security Trustee noted as mortgagee or assignee with underwriters or insurance companies approved by the Facility Agent and (as applicable) through brokers approved by the Facility Agent (acting on the instructions of the Majority Lenders), and by policies in form and content approved by the Facility Agent (acting on the instructions of the Majority Lenders);
 
 
(c)
at all times after the Delivery Date keep the Vessel insured in at least the Required Insurance Amount in the same manner as above against war risks (including, without limitation), (a) those risks covered by the standard form of English marine policy with Institute War and Strike Clauses (Time) (1/10/83) attached or similar cover and (b) war, terrorist or similar protection and indemnity risks cover excluded from the protection and indemnity risks covered by the entry of the Vessel with the relevant protection and indemnity association by reason of any exclusion clauses contained in such entry, and all spares, stores, and other property held elsewhere than on the Vessel against, at the minimum, riots, strikes, civil commotion and terrorism, in each case either:
 
 
(i)
with underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders) and by policies in form and content approved by the Facility Agent (acting on the instructions of the Majority Lenders); or
 
 
(ii)
by entering the Vessel in an approved war risks association;
 
 
(d)
at all times after the Delivery Date keep, or procure the Charterer keeps the Vessel entered in an approved protection and indemnity association against all risks as are normally covered by such protection and indemnity association, including without limitation, pollution risks, the proportion not recoverable in case of collision under the running down clause inserted in the ordinary Hull and Machinery policies and Specialist Operations coverage, in the name of the Owner for claims which the Owner would have incurred had they been pursued against it, such cover to be for:

 
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(i)
the higher of the minimum amount stipulated in any Drilling Charter and US$500,000,000 or such other amount of cover against P&I including pollution risks as shall at any time be comprised in the basic entry of the Vessel with either a protection and indemnity association which is a member of either the International Group of P&I Clubs (or any successor organisation designated by the Facility Agent for this purpose); or
 
 
(ii)
if the International Group or any such successor ceases to exist or ceases to provide or arrange any cover for pollution risks (or any supplemental cover for pollution risks over and above that afforded by the basic entry of the Vessel with its protection and indemnity association), such aggregate amount of cover against pollution risks as shall be generally available on the open market and by basic entry with a protection and indemnity association for ships of the same type, size, age and flag as the Vessel,
 
provided that, if the Vessel has ceased trading or is in lay up and in either case has unloaded all cargo, the level of pollution risks cover afforded by ordinary protection and indemnity cover available through a member of the International Group or such successor organisation or, as the case may be, on the open market in such circumstances shall be sufficient for such purposes;
 
 
(e)
at all times following the Final Completion Date, maintain in full force and effect loss of hire insurance, on a daily amount fixed and agreed basis, in respect of the Vessel subject to a deductible of 45 days (or minimum deductible available by loss of hire underwriters) per incident or occurrence and for a minimum indemnity period of 180 days with underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders) in form and content approved by the Facility Agent (acting on the instructions of the Majority Lenders), provided always that the obligation of the Owner to maintain such loss of hire insurance shall cease if a prudent owner of a vessel similar to the Vessel and employed on a similar basis, acting reasonably, would consider the cost of the loss of hire insurance to be commercially unacceptable;
 
 
(f)
at all times following the Final Completion Date, if and as requested from time to time by the Facility Agent, to maintain in full force and effect insurance(s) in respect of such other matters of whatsoever nature and howsoever arising in respect of which insurance would be available to a prudent owner of the Vessel; and
 
 
(g)
comply or procure compliance with the terms and conditions of the Obligatory Insurances (including, but not limited to, making any declarations required by such insurances in order to maintain cover for operating within any waters where it is required to be located under a Drilling Charter, which declarations the Owner shall promptly copy to the Facility Agent), not do, consent to or permit any act or omissions which might invalidate or render unenforceable the whole or any part of the Insurances.
 
17.2
Mortgagee’s interest and additional perils insurances

 
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The Facility Agent shall be entitled, from time to time and at the Owner’s cost and expense, to effect from the Delivery Date, maintain and renew all or any of the following insurances in the Required Insurance Amount, and on such terms, through such insurers and in such manner as the Facility Agent (acting on the instructions of the Majority Lenders) may from time to time consider appropriate:
 
 
(a)
a mortgagee’s interest marine insurance providing for the indemnification of the Finance Parties for any Losses under or in connection with any Finance Document which directly or indirectly result from loss of or damage to the Vessel or a liability of the Vessel or the Owner, being a loss or damage which is prima facie covered by an Obligatory Insurance but in respect of which there is a non-payment (or reduced payment) by the underwriters by reason of, or on the basis of any allegation concerning:
 
 
(i)
any act or omission on the part of the Owner, of any operator or manager of the Vessel or of any officer, employee or agent of the Owner or of any such person, including any breach of warranty or condition or any non-disclosure relating to such Obligatory Insurance;
 
 
(ii)
any act or omission, whether deliberate, negligent or accidental, or any knowledge or privity of the Owner or any other person referred to in subparagraph (i) above, or of any officer, employee or agent of an Owner or of such a person, including the casting away or damaging of the Vessel and/or the Vessel being unseaworthy; and/or
 
 
(iii)
any other matter capable of being insured against under a mortgagee’s interest marine insurance policy whether or not similar to the foregoing; and
 
 
(b)
a mortgagee’s interest additional perils policy providing for the indemnification of the Finance Parties against, amongst other things, any Losses or other consequences of any Environmental Claim, including the risk of expropriation, arrest or any form of detention of the Vessel, or the imposition of any Security Interest over the Vessel and/or any other matter capable of being insured against under a mortgagee’s interest additional perils (pollution) policy whether or not similar to the foregoing.
 
17.3
Obligatory Insurances
 
Without prejudice to its obligations under Clause 17.1 (Scope of Obligatory Insurances), the Owner shall:
 
 
(a)
not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
 
 
(b)
not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances;

 
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(c)
duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
 
 
(d)
at least 28 days before the relevant policies, contracts or entries expire, notify the Facility Agent of the names of the insurance companies and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so given;
 
 
(e)
forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
 
 
(i)
they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
 
 
(ii)
they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
 
 
(iii)
they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
 
 
(iv)
they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
 
 
(v)
they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
 
 
(vi)
if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;

 
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(vii)
they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
 
 
(viii)
they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
 
 
(f)
not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
 
 
(g)
arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
 
 
(h)
procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance; and
 
 
(i)
in the event that the Owner receives payment of any moneys under the Delivery General Assignment in respect of Insurances, save as provided in the loss payable clauses scheduled to the Delivery General Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys shall be held in trust for the Security Trustee by the Owner.
 
17.4
Power of Facility Agent to insure
 
If the Owner fails to effect and keep in force Obligatory Insurances in accordance with this Agreement, it shall be permissible, but not obligatory, for the Facility Agent to effect and keep in force insurance or insurances, for itself or on behalf of the Security Trustee, in the amounts required under this Agreement and (in the case of Clause 17.1(d) (Scope of Obligatory Insurances) only) entries in a protection and indemnity association or club and, if it deems necessary or expedient, to insure the war risks upon the Vessel, and the Owner shall reimburse the Facility Agent for the costs of so doing.  The Facility Agent agrees to notify the Owner if it effects any such insurance or insurances in respect of the Vessel as soon as practicable and in any event no later than five Business Days after effecting such insurances.
 
18.
DEFAULT
 
18.1
Events of Default
 
Each of the events or circumstances set out in this Clause 18 is an Event of Default, provided always that:
 
 
(a)
the events referred to in Clauses 18.6 to 18.11 shall not, in respect of the Builder, constitute an Event of Default if:

 
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(i)
the relevant event is remedied to the satisfaction of the Facility Agent (acting on the instructions of the Majority Lenders) and on terms (and with replacement security) approved by the Facility Agent (acting on the Instructions of the Majority Lenders); or
 
 
(ii)
 the Builder is substituted by another builder satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) and on terms (and with replacement security) approved by the Facility Agent (acting on the Instructions of the Majority Lenders),
 
in each case by a date that falls three (3) months after the occurrence of the relevant event; and
 
 
(b)
the events referred to in Clauses 18.6 to 18.11 shall not, in respect of the Charterer or Manager, constitute an Event of Default if a substitute charterer or substitute manager is appointed, or the relevant event is otherwise cured by the Owner, in accordance with Clause 16.23.
 
18.2
Non-payment
 
The Owner or the Sponsor does not pay on the due date any amount payable by it under the Finance Documents in the manner required under the Finance Documents, unless the non-payment:
 
 
(a)
is caused by technical or administrative error; and
 
 
(b)
where such payment is a scheduled payment, is remedied within one Business Day of the due date; or
 
 
(c)
where such payment is on-demand, is remedied within three Business Days of the date of demand.
 
18.3
Breach of other obligations
 
The Owner or the Sponsor does not comply with any other terms of the Finance Documents to which it is a party or the Sponsor does not comply with any of its obligations under the Finance Documents to which it is a party, unless the non-compliance:
 
 
(a)
is capable of remedy; and
 
 
(b)
is remedied within 30 days of the earlier of the Facility Agent giving notice of the breach to the Owner and the Owner or the Sponsor, as the case may be, becoming aware of the non-compliance, save in the case of the Owner’s non-compliance with:
 
 
(i)
Clause 16.11(a) (Security), Clause 16.12(a) (Registration of the Vessel), Clauses 16.22(b) (Charters) and 16.22(c) (Charters), Clause 16.24 (Management Agreement) (save to the extent Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement) applies) or Clause 17.1 (Scope of Obligatory Insurances), for each of which the grace period for remedy shall be three days from the date  the Facility Agent gives notice of the breach to the Owner, provided always that, in respect of Clause 17.1 (Scope of Obligatory Insurances) and clause 7.14 (Financial Covenants) of the Sponsor Construction and Post-Delivery Guarantee, there shall be no grace period unless the Facility Agent (acting on the good faith and reasonable instructions of the Majority Lenders) is satisfied that the Finance Parties have neither suffered nor will, in the future, suffer any material detriment (whether financial, to their security position or otherwise howsoever) as a result of the non-compliance; or
 
 
(ii)
Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement) for which there shall be no grace period for remedy following expiry of the grace period provided in that Clause 16.23.
 
 
 
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18.4
Misrepresentation
 
A representation or warranty made or repeated by the Owner or the Sponsor in any Finance Document or in any document delivered by or on behalf of the Owner or the Sponsor under any Finance Document is incorrect or misleading in any material respect when made or deemed to be repeated, unless the circumstances giving rise to the misrepresentation or breach of warranty:
 
 
(a)
are capable of remedy; and
 
 
(b)
are remedied within 14 days of the Owner or, as the case may be, the Sponsor receiving notice from the Facility Agent of the circumstances giving rise to the misrepresentation or breach of warranty.
 
18.5
Cross-default
 
 
(a)
Any Sister Event of Default occurs and is continuing; or
 
 
(b)
Any of the following occurs in respect of any of the Project Parties:
 
 
(i)
any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);
 
 
(ii)
any of its Financial Indebtedness:
 
 
(A)
becomes prematurely due and payable;
 
 
(B)
is placed on demand; or
 
 
(C)
is capable of being declared by or on behalf of a creditor to be prematurely due and payable or of being placed on demand,
 
  in each case, as a result of an event of default or any provision having a similareffect (howsoever described) and after the expiry of any applicable grace period (if any); or
 
 
(iii)
any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default (howsoever described),
 
 
unless the aggregate amount of Financial Indebtedness falling within paragraphs (i) to (iii) above is less than US$2,500,000 or its equivalent in the case of the Owner or the Sponsor orUS$10,000,000 or its equivalent in the case of, the Builder, the Charterer Parent (if any) or the Charterer.
 
 
 
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18.6
Insolvency
 
Any of the following occurs in respect of any of the Project Parties:
 
 
(a)
it is, or is deemed for the purposes of any relevant applicable law to be, unable to pay its debts as they fall due or insolvent;
 
 
(b)
it admits its inability to pay its debts as they fall due;
 
 
(c)
it suspends making payments on any of its debts or announces an intention to do so;
 
 
(d)
by reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling or restructuring of any of its indebtedness;
 
 
(e)
the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities); or
 
 
(f)
a moratorium is declared in respect of any of its Financial Indebtedness; or
 
 
(g)
any similar local law process not described in (a) to (f) above.
 
If a moratorium occurs in respect of any such person, the ending of the moratorium will not remedy any Event of Default caused by the moratorium.
 
18.7
Insolvency proceedings
 
 
(a)
Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project Parties:
 
 
(i)
any step is taken with a view to a moratorium, composition, assignment or similar arrangement with any of its creditors;
 
 
(ii)
a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution to petition for or to file documents with a court or any registrar for its winding-up, administration or dissolution or any such resolution is passed;
 
 
(iii)
any person presents a petition or files documents with a court for its winding-up, administration or dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise);
 
 
(iv)
any Security Interest is enforced over any of its assets;
 
 
(v)
an order for its winding-up, administration or dissolution is made;
 
 
(vi)
any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial manager, administrator or similar officer is appointed in respect of it or any of its assets;
 
 
(vii)
its directors, shareholders or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager, administrator or similar officer; or
 
 
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(viii)
any other analogous step or procedure is taken in any jurisdiction.
 
 
(b)
Paragraph (a) above does not apply to a frivolous or vexatious petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 14 days.
 
18.8
Creditors’ process
 
Any attachment, sequestration, distress, execution or analogous event affects any asset(s) of any of the Project Parties having an aggregate value of at least US$2,500,000 or its equivalent in the case of the Owner or the Sponsor or at least US$10,000,000 or its equivalent in the case of the Builder, Charterer Parent or the Charterer and in any case is not discharged within 14 days.
 
18.9
Cessation of business
 
Any of the Project Parties ceases, or threatens to cease, to carry on business.
 
18.10
Failure to pay final judgment
 
Any of the Project Parties fails to comply with or pay any sum in excess of US$2,500,000 or its equivalent in the case of the Owner or the Sponsor or at least US$10,000,000 or its equivalent in the case of the Builder, Charterer Parent (if any) or the Charterer and in either case due from it under any final judgment or any final order made or given by any court of competent jurisdiction within the period specified in the relevant judgment or if no period is specified within 14 days of such final judgment being issued.
 
18.11
Material adverse change
 
Any event or series of events occurs affecting the financial condition or operation of any of the Project Parties which, in the opinion of the Majority Lenders, has a Material Adverse Effect.
 
18.12
Litigation
 
Any litigation, arbitration or administrative proceedings (other than proceedings of a frivolous or vexatious nature which are being contested in good faith and for which adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute has been obtained by the Owner or the relevant person from underwriters or insurance companies that have been approved by the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)) are current or, to the knowledge of the Owner or the Finance Parties, pending or threatened against any person which in the opinion of the Majority Lenders have, or if adversely determined are reasonably likely to have, a Material Adverse Effect.

 
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18.13
Liability of Lenders and Administrative Parties
 
 
(a)
Any event occurs or circumstance arises in relation to the Vessel which results in any person making an Environmental Claim against any Finance Party and such Finance Party has not been indemnified by a person and on terms satisfactory to the relevant Finance Party in respect of such amount within fifteen days after the date on which such Environmental Claim is made provided such Finance Party gives prompt notice of such claim to the Owner and has afforded the Owner (at its cost and expense) the right (with full cooperation of such Finance Party) to such action as it considers necessary or appropriate (acting reasonably) to defend or contest in its own name the validity or amount of such claim.  The Owner may defend or contest the validity or amount of such claim in the name of the relevant Finance Party if such Finance Party is (acting in its absolute discretion) satisfied that:
 
 
(i)
such action has a reasonable chance of success and in reaching this conclusion such Finance Party shall have the right to require the Owner to obtain (at the cost of the Owner) the opinion of Queen’s Counsel concerning the merits of the claim.  Counsel shall be selected and instructed by the legal advisers to the Finance Party concerned;
 
 
(ii)
such Finance Party is satisfied that such claim will not materially damage its reputation or any part of its business affairs; and
 
 
(iii)
the scope of the provisions of Clause 23.2 (Other indemnities) will indemnify the relevant Finance Party against any and all costs, losses, expenses or liabilities arising as a result of the Owner defending or contesting the validity or amount of the claim in the name of that Finance Party.
 
 
(b)
Any event occurs or circumstance arises in relation to the ownership or operation of the Vessel which results in criminal liability being imposed on any Finance Party except where such liability arises out of the gross negligence or wilful misconduct of such Finance Party.
 
18.14
Unlawful performance
 
It is, or it becomes, unlawful for the Owner or the Sponsor to perform any of its obligations under the terms of the Transaction Documents.
 
18.15
Debt Service Cover Ratio
 
The Debt Service Cover Ratio is determined to be less than 1.1:1 for any Calculation Period.
 
18.16
Acceleration

 
(a)
If an Event of Default is outstanding, the Facility Agent may (and if the Majority Lenders so instruct it, shall), by notice to the Owner:
 
 
(i)
cancel the undrawn, uncancelled amount of the Commitments; and/or
 
 
(ii)
declare that all or part of any amounts outstanding under the Finance Documents are:
 
 
(A)
immediately due and payable; and/or
 
 
(B)
payable on demand by the Facility Agent.
 
Any notice given under this Clause 18.16 will take effect in accordance with its terms.
 
 
(b)
The Owner hereby agrees that for the purposes of this Agreement service by the Facility Agent of a notice under and in accordance with paragraph (a) above shall constitute a valid and effective service of such notice and the Owner shall be deemed to have become liable to make any payments expressed in that notice upon service of such notice.
 
 
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19.
SECURITY
 
19.1
General
 
The provisions of clause 2 and clause 3 of the DPP apply in respect of the appointment, office and function of the Security Trustee.
 
19.2
Parallel Debt
 
 
(a)
For the purposes of the Greek Security, the Owner hereby irrevocably and unconditionally undertakes to pay to the Security Trustee amounts equal to any amounts owing by the Owner  to the relevant Secured Parties under the Finance Documents as and when the same fall due for payment thereunder, so that the Security Trustee shall be the obligee of such covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent acting on behalf of the relevant Secured Parties. The Owner and the Security Trustee acknowledge that for this purpose such obligations of the Owner are several and are separate and independent from, and without prejudice to, the identical obligations which the Owner has to the Secured Parties under the relevant Finance Documents, provided that this shall not result in the Owner incurring an aggregate obligation to any such Secured Parties under the Finance Documents. To this end and without prejudice to the foregoing, it is agreed that:
 
 
(i)
the amounts due and payable by the Owner under this Clause 19.2 (the Parallel Debt) shall be decreased to the extent that the Owner has paid any amounts to the Secured Parties or any of them in respect of the Secured Liabilities and vice versa; and
 
 
(ii)
the Parallel Debt shall not exceed the aggregate of the corresponding obligations which the Owner has to the Secured Parties under the Finance Documents.
 
(b)
Nothing in this Clause shall in any way negate, affect or increase the obligations of the Owner to any Secured Party under the Finance Documents in respect of the Secured Liabilities. For the purpose of this Clause, the Security Trustee acts in its own name and on behalf of itself and not as agent or representative of any other party hereto and any security granted to the Security Trustee to secure the Parallel Debt is granted to the Security Trustee in its capacity as creditor of the Parallel Debt and solely for the purpose referred to above.
 
19.3
Greek Security
 
 
(a)
The Security Trustee shall obtain any Security Interest provided under or pursuant to a Security Document governed by Greek law (the Greek Security) in its own name.
 
 
(b)
The Security Trustee shall have full and unrestricted entitlement to and authority in respect of  the Greek Security, provided that it shall be under an obligation to exercise such rights (and perform such obligations) in accordance with the contractual undertakings set out in any Finance Document.
 
 
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20.
THE ADMINISTRATIVE PARTIES
 
20.1
Appointment and duties of the Facility Agent
 
 
(A)
Each Lender and Administrative Party (other than the Facility Agent) irrevocably appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.
 
 
(b)
Each Lender and Administrative Party irrevocably authorises the Facility Agent to:
 
 
(i)
perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental rights, powers and discretions; and
 
 
(ii)
execute each Finance Document expressed to be executed by the Facility Agent.
 
 
(c)
The Facility Agent has only those duties which are expressly specified in the Finance Documents.  Those duties are solely of a mechanical and administrative nature.  For the avoidance of doubt, those duties do not extend to any administration or other work which might result from any Lender transferring any of its rights and obligations under the Finance Documents to any person.  Any such administration or other work shall be undertaken by the transferee.
 
20.2
Role of the Mandated Lead Arranger
 
Except as specifically provided in the Finance Documents, the Mandated Lead Arranger has no obligations of any kind to any other Party in connection with any Finance Document.
 
20.3
No fiduciary duties
 
Except as specifically provided in a Finance Document, nothing in the Finance Documents makes an Administrative Party a trustee or fiduciary for any other Party or any other person, and no Administrative Party needs to hold in trust any moneys paid to or recovered by it for a Party in connection with the Finance Documents or be liable to account for interest on those moneys.
 
20.4
Individual position of an Administrative Party
 
 
(a)
If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and powers as though it were not an Administrative Party.
 
 
(b)
Each Administrative Party may:
 
 
(i)
carry on any business with the Owner, the Sponsor, the Charterer or the Sponsor or its related entities (including acting as an agent or a trustee for any other financing); and
 
 
(ii)
retain any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with the Owner or its related entities.
 
 
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20.5
Reliance
 
The Facility Agent may:
 
 
(a)
rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;
 
 
(b)
rely on any statement made by any person regarding any matters which may reasonably be assumed to be within its knowledge or within its power to verify;
 
 
(c)
engage, pay for and rely on professional advisers selected by it; and
 
 
(d)
act under the Finance Documents through its personnel and agents.
 
20.6
Majority Lenders’ instructions
 
 
(a)
The Facility Agent is fully protected if it acts on the valid instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents.  Any such instructions given by the Majority Lenders will be binding on all the Lenders.  In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
 
 
(b)
The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.
 
 
(c)
The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions.
 
 
(d)
The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with any Finance Document.
 
20.7
Responsibility
 
 
(a)
No Administrative Party is responsible to any other Finance Party for the adequacy, accuracy or completeness of any Finance Document or any other document or any statement or information (whether written or oral) made or supplied in connection with any Finance Document.
 
 
(b)
No Administrative Party is responsible for the legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance Document or any other document.
 
 
(c)
Without affecting the responsibility of the Owner for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that it:
 
 
(i)
has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of the Owner, the Sponsor, the Charterer or the Sponsor and its related entities and the nature and extent of any recourse against any Party, the Sponsor, the Charterer or the Sponsor or its assets); and
 
 
(ii)
has not relied exclusively on any information provided to it by any Administrative Party in connection with any Finance Document.
 
 
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20.8
Exclusion of liability
 
 
(a)
The Facility Agent is not liable or responsible to any other Lender or Administrative Party for any action taken or not taken by it in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.
 
 
(b)
No Party (other than the relevant Administrative Party) may take any proceedings against any officers, employees or agents of another Administrative Party in respect of any claim it might have against that Administrative Party or in respect of any act or omission of any kind by that officer, employee or agent in connection with any Finance Document. Any officer, employee or agent of an Administrative Party may rely on this Clause 20.8 and enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
 
 
(c)
The Facility Agent is not liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.
 
 
(d)
Nothing in this Agreement will oblige any Administrative Party to satisfy any know your customer requirement in relation to the identity of any person on behalf of any Finance Party.
 
 
(e)
Each Finance Party confirms to each Administrative Party that it is solely responsible for any know your customer requirements it is required to carry out and that it may not rely on any statement in relation to those requirements made by any other person.
 
20.9
Default
 
 
(a)
The Facility Agent is not obliged to monitor or enquire whether a Default has occurred.  The Facility Agent is not deemed to have knowledge of the occurrence of a Default.
 
 
(b)
If the Facility Agent:
 
 
(i)
receives notice from a Party or any other party to a Transaction Document referring to this Agreement, describing a Default and stating that the event is a Default; or
 
 
(ii)
is aware of the non-payment of any principal or interest or any fee payable to a Finance Party (other than the Facility Agent or any of the Mandated Lead Arranger) under this Agreement,
 
it must promptly notify the Finance Parties.
 
20.10
Information
 
 
(a)
The Facility Agent must promptly forward to the person concerned the original or a copy of any document which is delivered to the Facility Agent by a Party for that person.
 
 
(b)
Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
 
 
(c)
Except as provided above, the Facility Agent has no duty:
 
 
(i)
either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection with the Finance Documents (including any information relating to the financial condition or affairs of the Owner or any of its related entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this Agreement; or
 
 
(ii)
unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from the Owner.
 
 
(d)
In acting as the Facility Agent, the agency division of the Facility Agent is treated as a separate entity from its other divisions and departments.  Any information acquired by the Facility Agent which, in its opinion, is acquired by it otherwise than in its capacity as

 
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the Facility Agent may be treated as confidential by the Facility Agent and will not be treated as information possessed by the Facility Agent in its capacity as such.
 
 
(e)
The Owner irrevocably authorises the Facility Agent to disclose to the other Finance Parties any information which is received by it in its capacity as the Facility Agent, subject always to the requirements of confidentiality under Clause 28 (Disclosure of Information).
 
 
(f)
The Facility Agent is not obliged to disclose to any person any confidential information supplied to it by or on behalf of the Owner solely for the purpose of evaluating whether any waiver or amendment is required in respect of any term of the Finance Documents.
 
20.11
Indemnities
 
 
(a)
Without limiting the liability of the Owner under the Finance Documents, each Lender shall indemnify the Facility Agent for that Lender’s Pro Rata Share of any loss or liability incurred by the Facility Agent in acting as the Facility Agent (including without limitation any costs associated with effecting, maintaining or renewing any insurances in accordance with and subject to Clause 17.4 (Power of Facility Agent to insure) and acting in accordance with the instructions of the Majority Lenders in accordance with Clause 20.6 (Majority Lenders’ instructions)) unless the Facility Agent has been reimbursed by the Owner under a Finance Document, except to the extent that the loss or liability is caused by the Facility Agent’s gross negligence or wilful misconduct.
 
 
(b)
If a Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may after giving notice to that Party:
 
 
(i)
deduct from any amount received by it for that Party any amount due to the Facility Agent from that Party under a Finance Document but unpaid; and
 
 
(ii)
apply that amount in or towards satisfaction of the owed amount.
 
That Party will be regarded as having received the amount so deducted.
 
20.12
Compliance
 
Each Administrative Party may refrain from doing anything (including disclosing any information) which might, in its opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any law or regulation.
 
20.13
Resignation of the Facility Agent
 
 
(a)
The Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving 30 days’ notice to the other Finance Parties and the Owner.
 
 
(b)
Alternatively the Facility Agent may resign by giving written notice to the Finance Parties and the Owner, in which case the Majority Lenders may appoint a successor Facility Agent.

 
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(c)
If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent.
 
 
(d)
The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent (i) notifies all the Parties that it accepts its appointment and (ii) confirms that it is satisfied that the rights under the Security Documents and the DPP have been assigned or transferred to it.  On giving the notification and confirmation, the successor Facility Agent will succeed to the position of the Facility Agent and the term Facility Agent will mean the successor Facility Agent.
 
 
(e)
The retiring Facility Agent must, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.
 
 
(f)
Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in connection with the Finance Documents while it was the Facility Agent, and, subject to paragraph (e) above, it will have no further obligations in its capacity as Facility Agent under any Finance Document.
 
 
(g)
The Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above.
 
 
(h)
Any successor Facility Agent will be located or have a branch in London, Luxembourg or New York and the Facility Agent or, as the case may be, the Mandated Lead Arranger will consult with the Owner in relation to the identity of such successor Facility Agent.
 
20.14
Relationship with Lenders
 
 
(a)
The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) unless it has received not less than five Business Days prior notice in writing from that Lender to the contrary.
 
 
(b)
The Facility Agent may at any time, and must if requested to do so by the Majority Lenders, convene a meeting of the Lenders.
 
 
(c)
The Facility Agent must keep a record of all the Parties and supply any other Party with a copy of the record on request. The record will include each Lender’s Facility Office(s) and contact details for the purposes of this Agreement.
 
20.15
Notice period
 
Where this Agreement specifies a minimum period of notice to be given to the Facility Agent, the Facility Agent may, at its discretion, accept a shorter notice period.
 
21.
EVIDENCE AND CALCULATIONS
 
21.1
Accounts
 
Accounts maintained by the Facility Agent in connection with this Agreement are conclusive (save for manifest error) evidence of the matters to which they relate for the purpose of any litigation or arbitration proceedings.
 
 
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21.2
Certificates and determinations
 
Any certification or determination by a Finance Party of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive evidence of the matters to which it relates.
 
21.3
Calculations
 
Any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of Clause 7.1(d) being the actual number of days elapsed and a year of 360 days or otherwise, depending on what the Facility Agent determines is market practice.
 
22.
FEES
 
22.1
Commitment fee
 
 
(a)
The Owner shall pay to the Facility Agent for the account of each Lender a fee calculated at the rate of sixty basis points (60bps) per annum on the undrawn, uncancelled amount of the Maximum Facility Amount at such time.
 
 
(b)
The accrued commitment fee is payable to the Facility Agent quarterly in arrear on the last day of each Term, the first payment to be paid on the last day of the first Term.  Accrued commitment fee is also payable to the Facility Agent for a Lender on the date that Lender’s Commitment is cancelled or drawn in full.
 
22.2
Structuring fee
 
The Owner must pay to the Facility Agent for the account of the Joint Mandated Lead Arranger and the Bookrunner a structuring fee in the amount and manner agreed in the respective Fee Letters between the Joint Mandated Lead Arranger and the Bookrunner and the Owner.
 
22.3
Agency and Security Trustee fee
 
The Owner must pay to the Administrative Parties for their respective own account an agency and security trustee fee in the amount and manner agreed in the Fee Letter between the Administrative Parties and the Owner.
 
22.4
Refund of fees
 
The fees referred to in this Clause 22 shall not be refunded under any circumstances whatsoever once they have been paid.
 
 
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23.
INDEMNITIES AND BREAK COSTS
 
 
23.1
Currency indemnity
 
 
(a)
The Owner shall, as an independent obligation, indemnify each Secured Party against any cost, loss or liability which that Secured Party or any of its Affiliates incurs as a consequence of:
 
 
(i)
the Secured Party receiving an amount in respect of the Owner’s liability under the Finance Documents; or
 
 
(ii)
that liability being converted into a claim, proof, judgment or order,
 
 
in a currency other than the currency in which the amount is expressed to be payable under the relevant Finance Document.
 
 
(b)
Unless otherwise required by law, the Owner waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.
 
23.2
Other indemnities
 
 
(a)
The Owner shall, as an independent obligation, indemnify each Secured Party and any Affiliate against any cost, loss or liability which that Secured Party or any of its Affiliates incurs as a consequence of:
 
 
(i)
the occurrence of any Event of Default;
 
 
(ii)
any failure by the Owner to pay any amount due under a Finance Document on its due date including any resulting from any distribution or redistribution of any amount among the Lenders under this Agreement;
 
 
(iii)
(other than by reason of gross negligence or default by that Finance Party) a Loan not being made after a Request has been delivered for that Loan; or
 
 
(iv)
a Loan (or part of a Loan) not being prepaid in accordance with this Agreement.
 
The liability of the Owner in each case includes any cost, loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document.
 
 
(b)
The Owner must indemnify against any cost, loss or liability incurred by any Administrative Party as a result of:
 
 
(i)
investigating any event which that Administrative Party reasonably believes is a Default; or
 
 
(ii)
acting or relying on any notice which that Administrative Party reasonably believes to be genuine, correct and appropriately authorised,
 
(and any such Administrative Party with such a belief must promptly notify the Facility Agent of the same).

 
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(c) 
 The Owner must promptly pay and discharge, or cause to be paid or discharged, upon the same becoming payable (and shall, if requested by a Secured Party, produce to that Secured Party evidence of the payment and discharge thereof) and indemnify on demand and keep indemnified each Secured Party and its Affiliates on a full indemnity basis against a claim against it by, or a liability to, a third party including, without limitation, in relation to any Taxes (other than any Taxes levied or assessed on net income, profits or gains) or any other Losses which relate to or arise out of or are in any way connected to:
          
 
(i)
the condition, testing, delivery, design, leasing, chartering, sub-chartering, construction, manufacture, purchase, acquisition, bailment, fitting out, sale, importation to or exportation from any country, registration, ownership, possession, management, control, inspection, surveying, engineering, contracting, installation, manning, provisioning, the provision of bunkers and lubricating oils, dry docking, use, operation, maintenance, repair, service, modification, overhaul, replacement, removal, performance, transportation, flag, navigation, certification, classification, nature, description, acceptance, insurance, refurbishment, conversion, change, alteration or laying-up of the Vessel or any part thereof or otherwise in connection with the Vessel including, without prejudice to the generality of the foregoing, any Losses arising from any pollution or other environmental damage caused by or emanating from the Vessel or caused by the Vessel becoming a wreck or an obstruction to navigation whether or not the Vessel (or any part thereof) is in possession or control of the Owner or the Manager or any other person and wherever the location;
 
 
(ii)
any repossession, return, redelivery, storage, maintenance, protection, attempted sale, sale or other disposition of the Vessel following the termination of the chartering of the Vessel which, if carried out by the Facility Agent, Security Trustee or the Lenders, is carried out in accordance with the terms of the Finance Documents;
 
 
(iii)
the complete or partial removal, decommissioning, disposal, making safe, destruction, abandonment or loss of the Vessel including any matter which the Vessel contains or has at any time contained;
 
 
(iv)
any damage or loss to the Vessel irrespective of how caused;
 
 
(v)
any Environmental Claim or any actual or alleged breach, contravention or violation of any Environmental Laws or Environmental Approvals in any way relating to the Vessel or the activities of any Environmental Affiliates;
 
 
(vi)
any design, article or material of the Vessel or relating thereto giving rise to any infringement (or alleged infringement) of any patent or other intellectual property rights; or
 
 
(vii)
the occupation, arrest, confiscation, requisition, theft, registration, compulsory acquisition, restraint of the Vessel or prevention thereof, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel (including, without limitation, by the provision of or by procuring a guarantee, bond, cash deposit or other like security).

 
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23.3
Exclusions from Indemnities
 
The indemnities contained in this Clause 23 shall not extend to any claim or liability of a Secured Party or its Affiliates to the extent that such claim or liability:
 
 
(a)
arises from an act or omission on the part of that Secured Party or, as the case may be Affiliate which constitutes fraud, wilful misconduct or gross negligence on the part of such Secured Party or, as the case may be, Affiliate;
 
 
(b)
is caused by any failure on the part of that Secured Party to comply with any of its express obligations under any of the Finance Documents to which that Secured Party is a party (but excluding any such breach or failure that arises as a result of the failure of a party to such Finance Document (other than that Secured Party) duly and punctually to perform its express obligations);
 
 
(c)
is one in respect of which that Secured Party or, as the case may be, Affiliate, is expressly and specifically indemnified and has received and is entitled to retain such indemnity under any other provision of the Finance Documents; or
 
 
(d)
is a cost or expense expressly borne by the Secured Parties under any Finance Document.
 
23.4
Break Costs
 
 
(a)
The Owner must pay to each Lender or, as the case may be, each Swap Bank, its Break Costs in accordance with this Agreement.
 
 
(b)
Break Costs are, subject to paragraphs (c) and (d), the amount (if any) determined by the relevant Lender by which:
 
 
(i)
the interest which that Lender would have received for the period from the date of receipt of payment of any part of its share in a Loan or an overdue amount to the last day of the applicable Term for that Loan or overdue amount if the principal or overdue amount received had been paid on the last day of that Term;
 
exceeds
 
 
(ii)
the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or overdue amount received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Term.
 
 
(c)
Any prepayment of an Eksportfinans Loan shall, in place of the Break Costs referred to in paragraph (b) above for the Eksportfinans Lenders, include a prepayment fee equal to the amount by which (x) the sum of the present values, discounted from the scheduled dates, of the amounts of interest at the Eksportfinans Dollar CIRR which otherwise would have accrued on the prepaid principal amount to the Repayment Dates exceeds (y) the sum of the present values, discounted from the Repayment Dates of interest under this Agreement, of the amounts of interest which would have accrued on the prepaid principal amounts if interest were calculated at the Reinvestment Rate. For the avoidance of doubt, if the sum of the present values calculated under (x) is lower than the sum of the present values calculated under (y), no prepayment fee shall be payable by the Owner to the Eksportfinans Lenders or by the Eksportfinans Lenders to the Owner.

 
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For the purpose of this paragraph (c), Reinvestment Rate means the average of the rates quoted on the prepayment date by each of the Reference Banks as being the fixed rate they would pay against receipt of 3-month LIBOR under an interest rate swap for an amount equal to the amount prepaid and with the same final maturity and repayment profile as would have applied to the Eksportfinans Loan had it not been prepaid.
 
 
(d)
In respect of a Swap Bank and a Swap Agreement, Break Costs are the amount (if any) determined by the relevant Swap Bank as being an amount equal to any Swap Termination Payment for that Swap Agreement.
 
 
(e)
Each Lender or, as the case may be, each Swap Bank must supply to the Owner a certificate showing the calculations in reasonable detail confirming the amount of any Break Costs claimed by it under this Clause.
 
24.
EXPENSES
 
24.1
Initial costs
 
The Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees, Technical Adviser’s fees, insurance, environmental and Tax consultants’ fees) incurred by it in connection with the negotiation, syndication (including any assignment or transfer of participation in any Loan or Commitment to a new lender for the purposes of syndication or otherwise), negotiation, preparation, printing, entry into, perfection and preservation of the Finance Documents and matters incidental thereto.
 
24.2
Subsequent costs
 
The Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with:
 
 
(a)
the negotiation, preparation, printing and entry into of any Finance Document executed after the date of this Agreement;
 
 
(b)
any amendment, waiver or consent requested by or on behalf of the Owner or specifically allowed by this Agreement; and
 
 
(c)
the provision by the Technical Adviser of all reports, confirmations and advice provided by it to the Finance Parties during the Pre-Delivery Period and on the Final Completion Date.
 
24.3
Enforcement costs
 
Following an Event of Default, the Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, any Finance Document.

 
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25.
WAIVER OF CONSEQUENTIAL DAMAGES
 
In no event shall any Secured Party be liable on any basis of liability for any special, indirect, consequential or punitive damages and the Owner hereby waives, releases and agrees (for itself and on behalf of its Holding Companies) not to sue upon any such claim for any such damages, unless caused by the fraud, gross negligence or wilful default of the relevant Secured Party in performance of any of its obligations under this Agreement or any of the Finance Documents.
 
26.
AMENDMENTS AND WAIVERS
 
26.1
Procedure
 
 
(a)
Except as provided in this Clause 26, no term of the Finance Documents may be amended or waived without the agreement of the Owner and the Facility Agent.  The Facility Agent (acting on the instructions of the Majority Lenders, or otherwise in accordance with the relevant Finance Documents) may effect, on behalf of any Finance Party, an amendment or waiver allowed under this Clause.
 
 
(b)
The Facility Agent must promptly notify the other Parties and each Swap Bank of any amendment or waiver effected by it under paragraph (a) above.  Any such amendment or waiver is binding on all the Parties.
 
 
(c)
The Owner shall not be concerned or have any responsibility to ensure that the Facility Agent has received any necessary authorisation or consent from the Lenders, and may rely on the agreement of the Facility Agent above.
 
26.2
Exceptions
 
 
(a)
An amendment or waiver which relates to:
 
 
(i)
the definition of Majority Lenders in Clause 1.1 (Definitions);
 
 
(ii)
an extension of the date of payment of any amount to a Lender under the Finance Documents;
 
 
(iii)
a reduction in the amount of any payment of principal, interest, fee or other amount payable to a Lender under the Finance Documents;
 
 
(iv)
an increase in, or an extension of, a Commitment or the Total Commitments;
 
 
(v)
a release of the Owner other than in accordance with the terms of this Agreement;
 
 
(vi)
a release of any Security Document other than in accordance with the terms of this Agreement;

 
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(vii)
a term of a Finance Document which expressly requires the consent of each Lender;
 
 
(viii)
the right of a Lender to assign or transfer its rights or obligations under the Finance Documents;
 
 
(ix)
the ranking or subordination provided for in the DPP;
 
 
(x)
any assignment or transfer by the Owner pursuant to Clause  27.1 (Assignments and transfers by the Owner);
 
 
(xi)
Clause 2.4 (Nature of a Finance Party’s rights and obligations); or
 
 
(xii)
this Clause,
 
 
may only be made with the consent of all the Lenders.  An amendment or waiver which relates to the rights and/or obligations of an Administrative Party may only be made with theconsent of that Administrative Party.
 
 
 
(b)
An amendment or waiver which relates to a reduction in the Applicable Margin in respect of the Eksportfinans Loans during the Pre-Completion Period or the Post-Completion Eksportfinans Interest Rate may only be made with the consent of all the Eksportfinans Lenders and the Owner.
 
 
(c)
An amendment or waiver which relates to a reduction in LIBOR or the Applicable Margin in respect of the KEXIM Loans may only be made with the consent of all the KEXIM Lenders and the Owner.
 
 
(d)
An amendment or waiver which relates to a reduction in the Applicable Margin in respect of the Commercial Loans may only be made with the consent of all the Commercial Lenders and the Owner.
 
 
(E)
A Fee Letter may be amended or waived with the Agreement of each Administrative Party or, as the case may be, Mandated Lead Arranger that is party to that Fee Letter and the Owner.
 
26.3
Change of currency
 
If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), the Finance Documents will be amended to the extent the Facility Agent (acting reasonably and on the instructions of the Majority Lenders and after consultation with the Owner) determines is necessary to reflect the change.
 
26.4
Waivers and remedies cumulative
 
The rights of each Secured Party under the Finance Documents:
 
 
(a)
may be exercised as often as necessary;
 
 
(b)
are cumulative and not exclusive of its rights under the general law; and
 
 
(c)
may be waived only in writing and specifically.
 
Delay in exercising or non-exercise of any right is not a waiver of that right.
 
 
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27.
CHANGES TO THE PARTIES
 
27.1
Assignments and transfers by the Owner
 
The Owner may not assign or transfer any its rights and obligations under the Finance Documents without the prior consent of the Facility Agent (acting on the instructions of all of the Lenders).
 
27.2
Assignments and transfers by Lenders
 
 
(a)
Subject to Clause 27.5 but without further cost to the Owner, a Lender (the Existing Lender) may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other bank or other financial institution or other entity which is regularly engaged in or established for the purpose of making, issuing, purchasing or investing in loans, securities and other financial assets (the New Lender).
 
 
(b)
Any Eksportfinans Lender may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to GIEK.
 
 
(c)
The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender and the New Lender if there are any such requirements.
 
 
(d)
A transfer of obligations will be effective only if  the obligations are novated in accordance with the following provisions of this Clause 27.
 
 
(e)
On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
 
 
(f)
Any reference in the Finance Documents to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance Documents.
 
 
(g)
The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this Clause 27.
 
 
(h)
Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent rights and/or obligations under the Sister Loan Agreement.
 
27.3
Procedure for transfer by way of novations
 
 
(a)
In this Clause 27.3:

 
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Transfer Date means, for a Transfer Certificate, the later of:
 
 
(i)
the proposed Transfer Date specified in that Transfer Certificate; and
 
 
(ii)
the date on which the Facility Agent executes that Transfer Certificate.
 
 
(b)
A novation is effected if:
 
 
(i)
the Existing Lender and the New Lender deliver to the Facility Agent a duly completed Transfer Certificate; and
 
 
(ii)
the Facility Agent executes it.
 
 
(c)
On the Transfer Date:
 
 
(i)
the New Lender will assume the rights and obligations of the Existing Lender expressed to be the subject of the novation in the Transfer Certificate in substitution for the Lender; and
 
 
(ii)
the Existing Lender will be released from those obligations and cease to have those rights.
 
 
(d)
Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf.
 
 
(e)
The Facility Agent must, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Owner a copy of that Transfer Certificate.
 
27.4
Limitation of responsibility of Existing Lender
 
 
(a)
Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
 
 
(i)
the financial condition of the Owner or any other Project Party; or
 
 
(ii)
the legality, validity, effectiveness, completeness, accuracy, adequacy, enforceability or performance of:
 
 
(A)
any Finance Document or any other document;
 
 
(B)
any statement or information (whether written or oral) made in or supplied in connection with any Finance Document; or
 
 
(C)
any observance by the Owner or the Sponsor of its obligations under any Finance Document or any other documents,
 
and any representations or warranties implied by law are excluded.
 
 
(b)
Each New Lender confirms to the Existing Lender that it:

 
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  (i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of the Owner and its related entities, or any other Project Party and the nature and extent of any recourse against any Party or any other Project Party or its or their assets) in connection with its participation in this Agreement; and
 
 
(ii)
has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.
 
 
(c)
Nothing in any Finance Document requires an Existing Lender to:
 
 
(i)
accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27; or
 
 
(ii)
support any losses incurred by the New Lender by reason of the non-performance by the Owner of its obligations under any Finance Document or otherwise.
 
27.5
Costs resulting from change of Lender or Facility Office
 
If:
 
 
(a)
a Lender assigns or transfers any of its rights and obligations under the Finance Documents or changes its Facility Office; and
 
 
(b)
as a result of circumstances existing at the date of the assignment, transfer or change occurs, the Owner would be obliged to pay a Tax Payment or an Increased Cost,
 
then, unless the assignment, transfer or change is made by a Lender to mitigate any circumstances giving rise to a Tax Payment, Increased Cost or a right to be prepaid and/or cancelled by reason of illegality, the Owner need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if no assignment, transfer or change had occurred.
 
27.6
Changes to the Reference Banks
 
If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent must (in consultation with the Owner) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank in consultation with the Owner.
 
28.
DISCLOSURE OF INFORMATION
 
 
(a)
Each Finance Party must keep confidential any information supplied to it by or on behalf of the Owner in connection with the Finance Documents.  However, a Finance Party is entitled to disclose information:
 
 
(i)
which is publicly available, other than as a result of a breach by that Finance Party of this Clause 28;
 
 
(ii)
in connection with any legal or arbitration proceedings;

 
110
 

 
 
(iii)
if required to do so under any Applicable Law;
 
 
(iv)
to a governmental, banking, taxation or other regulatory authority;
 
 
(v)
to its professional advisers;
 
 
(vi)
to the extent allowed under paragraph (b) below; or
 
 
(vii)
with the agreement of the Owner.
 
 
(b)
A Finance Party may disclose to an Affiliate or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Agreement (a participant):
 
 
(i)
a copy of any Finance Document; and
 
 
(ii)
any information which that Finance Party has acquired under or in connection with any Finance Document.
 
However, before a participant may receive any confidential information, it must agree withthe relevant Finance Party (for the benefit of each Finance Party and the Owner) to keep that information confidential on the terms of paragraph (a) above.
 
 
(c)
This Clause 28 supersedes any previous confidentiality undertaking given by a Finance Party in connection with this Agreement prior to it becoming a Party.
 
29.
SET-OFF
 
A Finance Party may set off any matured obligation owed to it by the Owner under the Finance Documents against any obligation (whether or not matured) owed by that Finance Party to the Owner, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, that Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
 
30.
PRO RATA SHARING
 
30.1
Redistribution
 
If any amount owing by the Owner under this Agreement to a Finance Party (the recovering Finance Party) is discharged by payment, set-off or any other manner other than through the Facility Agent under this Agreement (a recovery), then:
 
 
(a)
the recovering Finance Party must, within three Business Days, supply details of the recovery to the Facility Agent;
 
 
(b)
the Facility Agent must calculate whether the recovery is in excess of the amount which the recovering Finance Party would have received if the recovery had been received by the Facility Agent under this Agreement; and

 
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(c)
the recovering Finance Party must pay to the Facility Agent an amount equal to such excess (the redistribution).
 
30.2
Effect of redistribution
 
 
(a)
The Facility Agent must treat a redistribution as if it were a payment by the Owner under this Agreement and distribute it among the Finance Parties, other than the recovering Finance Party, accordingly.
 
 
(b)
When the Facility Agent makes a distribution under paragraph (a) above, the recovering Finance Party will be subrogated to the rights of the Lenders which have shared in that redistribution.
 
 
(c)
If and to the extent that the recovering Finance Party is not able to rely on any rights of subrogation under paragraph (b) above, the Owner will owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged.
 
 
(d)
If:
 
 
(i)
a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to the Owner; and
 
 
(ii)
the recovering Finance Party has paid a redistribution in relation to that recovery,
 
each Finance Party must reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party, together with interest for the period while it held the re-distribution.  In this event, the subrogation in paragraph (b) above will operate in reverse to the extent of the reimbursement.
 
30.3
Exceptions
 
Notwithstanding any other term of this Clause 30, a recovering Finance Party need not pay a redistribution to the extent that:
 
 
(a)
it would not, after the payment, have a valid claim against the Owner in the amount of the redistribution; or
 
 
(b)
it would be sharing with another Lender any amount which the recovering Finance Party has received or recovered as a result of legal or arbitration proceedings, where:
 
 
(i)
the recovering Finance Party notified the Facility Agent of those proceedings; and
 
 
(ii)
the other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration proceedings as soon as reasonably practicable after receiving notice of them.
 
 
112
 
 
 
31.
SEVERABILITY
 
 
If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect:
 
 
(a)
the legality, validity or enforceability in that jurisdiction of any other term of the Finance Documents; or
 
 
(b)
the legality, validity or enforceability in other jurisdictions of that or any other term of the Finance Documents.
 
32.
COUNTERPARTS
 
Each Finance Document may be executed in any number of counterparts.  This has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.
 
33.
NOTICES
 
33.1
In writing
 
 
(a)
Any communication in connection with a Finance Document must be in writing and, unless otherwise stated, may be given:
 
 
(i)
in person, by post or fax; or
 
 
(ii)
to the extent agreed by the Parties making and receiving the communication, by e-mail or other electronic communication.
 
 
(b)
For the purpose of the Finance Documents, an electronic communication will be treated as being in writing.
 
 
(c)
Unless it is agreed to the contrary, any consent or agreement required under a Finance Document must be given in writing.
 
33.2
Contact details
 
 
(a)
Except as provided below, the contact details of each Party for all communications in connection with the Finance Documents are those notified by that Party for this purpose to the Facility Agent on or before the date it becomes a Party.
 
 
(b)
The contact details of the Owner for this purpose are:
 
  Address:
c/o Cardiff Marine Inc.
80 Kifissias Avenue
GR-151 25 Amaroussion
Greece
 
  
 
Fax number:
+30 2108090275
  
 
Attention:
Mr. Aristidis Ioannidis
  
 
 
(c)
The contact details of the Facility Agent for this purpose are:
 
 
Address:
2, Boulevard Konrad Adenauer
L- 1115 Luxembourg
 
  
 
Fax number:
+352 421 22659/552
  
 
E-mail:        
banu.ozkutan@db.com / franz-josef.ewerhardy@db.com
  
  Attemtion:     Banu Ozkutan /Franz-Josef Ewerhardy, International Loans and Agency Services  
 
 
 
113
 
 
 
(d)
The contact details of the Security Trustee for this purpose are:
 
Address:
c/o Deutsche Bank Luxembourg S.A.
2, Boulevard Konrad Adenauer
L- 1115 Luxembourg
 
  
  Fax number: +352 421 22659/552  
  E-mail: banu.ozkutan@db.com / franz-josef.ewerhardy@db.com  
  Attention: Banu Ozkutan /Franz-Josef Ewerhardy, International Loans and Agency Services  
 
 
(e)
A Party may change its contact details by giving five Business Days’ notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.
 
 
(f)
Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer.
 
33.3
Effectiveness
 
 
(a)
Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:
 
 
(i)
if delivered in person, at the time of delivery;
 
 
(ii)
if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; and
 
 
(iii)
if by fax, when received in legible form.
 
 
(b)
A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.
 
 
(c)
A communication to the Facility Agent will only be effective on actual receipt by it.
 
33.4
The Owner
 
All communications under the Finance Documents to or from the Owner must be sent through the Facility Agent.
 
33.5
Entire Agreement
 
 
This Agreement and the other Finance Documents entered into pursuant to this Agreement contain the whole agreement between the parties relating to the transactions contemplated by this Agreement and supersede all previous agreements between the parties relating to such transactions.
 
34.
LANGUAGE
 
 
(a)
Any notice given in connection with a Finance Document must be in English.
 
 
(b)
Any other document provided in connection with a Finance Document must be:
 
 
(i)
in English; or
 
 
(ii)
(unless the Facility Agent otherwise agrees) accompanied by a certified English translation.  In this case, the English translation prevails unless the document is a statutory or other official document.
 
 
114
 
 
 
35.
GOVERNING LAW
 
This Agreement is governed by English law.
 
36.
ENFORCEMENT
 
36.1
Jurisdiction
 
 
(a)
The English courts have jurisdiction to settle any dispute in connection with any Finance Document.
 
 
(b)
The English courts are the most appropriate and convenient courts to settle any such dispute in connection with any Finance Document. The Owner agrees not to argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with any Finance Document.
 
 
(c)
This Clause 36 is for the benefit of the Lenders and the Administrative Parties only.  To the extent allowed by law, the Lenders and the Administrative Parties may take:
 
 
(i)
proceedings in any other court; and
 
 
(ii)
concurrent proceedings in any number of jurisdictions.
 
 
(d)
References in this Clause to a dispute in connection with a Finance Document include any dispute as to the existence, validity or termination of that Finance Document.
 
36.2
Service of process
 
 
(a)
The Owner irrevocably appoints Ince Process Agents Ltd of International House, 5th Floor, 1st Katherine’s Way, London, E1W 1AY (attn: Mr. Michael Volikas) as its agent under the Finance Documents for service of process in any proceedings before the English courts in connection with any Finance Document.

 
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(b)
If any person appointed as process agent under this Clause is unable for any reason to act as agent for service of process, the Owner must forthwith (and in any event within five (5) days of the event taking place) appoint another agent on terms acceptable to the Facility Agent (acting reasonably). Failing this, the Facility Agent may appoint another process agent for this purpose.
 
 
(c)
The Owner agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
 
 
(d)
This Clause 36 does not affect any other method of service allowed by law.
 
36.3
Waiver of immunity
 
The Owner irrevocably and unconditionally:
 
 
(a)
agrees not to claim any immunity from proceedings brought by a Finance Party against it in relation to a Finance Document and to ensure that no such claim is made on its behalf;
 
 
(b)
consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and
 
 
(c)
waives all rights of immunity in respect of it or its assets.
 
THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

 
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SCHEDULE 1
 
ORIGINAL LENDERS

   
Commitments
Name of Original Lender
  
Eksportfinans
Commitments (US$)
    
KEXIM Commitments (US$)
  
Commercial
Commitments (US$)
Eksportfinans Lenders:
              
Eksportfinans ASA
     250,000,000          
                 
KEXIM Lenders
                
Export – Import Bank of Korea
             150,000,000    
Dexia Crédit Local, New York Branch
             37,500,000    
Deutsche Bank AG, London Branch
             12,500,000    
Commercial Lenders:
                  
Deutsche Bank AG, London Branch
                
82,500,000
Dexia Crédit Local, New York Branch
                
30,000,000


 
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SCHEDULE 2
 
CONDITIONS PRECEDENT
 
PART 1
 
INCIDENTAL COSTS LOAN
 
1.
An up to date certificate of goodstanding of the Owner, the Parent, the Parent Shareholder and the Sponsor dated no more than two Business Days prior to the first Utilisation Date and a certified copy of the certificate of incorporation and constitutional documents of each.
 
2.
A certified copy of a resolution of the board of directors of the Owner, the Parent, the Parent Shareholder and the Sponsor:
 
 
(a)
approving the terms of, and the transactions contemplated by, each Finance Document to which it is a party and resolving that it executes each such Finance Document then to be executed;
 
 
(b)
authorising a specified person or persons to execute each Finance Document on its behalf to which it is a party, then to be executed; and
 
 
(c)
authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with each Finance Document then to be executed.
 
3.
A specimen of the signature of each person authorised by the resolutions referred to in 2 above.
 
4.
An original of each of the following documents, notarised, legalised and/or apostilled as necessary, duly executed by the parties to it:
 
 
(a)
each Finance Document (save for those Finance Documents listed in paragraph 8 of Part 2 of this Schedule, paragraph 9 of Part 3 of this Schedule and in paragraphs 2 and 13 of Part 5 of this Schedule) including each Swap Agreement.
 
 
(b)
each Sister Finance Document (save for those Sister Finance Documents listed in paragraph 8 of schedule 2, part 2 of the Sister Loan Agreement, paragraph 9 of schedule 2, part 3 of the Sister Loan Agreement and paragraphs 2 and 13 of schedule 2, part 5 of the Sister Loan Agreement);
 
 
(c)
the GIEK Guarantee issued in favour of the Eksportfinans Lenders; and
 
 
(d)
any mandate or similar document, to be entered into by the Owner with the Account Bank.
 
5.
A certified copy of each Related Contract (other than any Drilling Charter, Charterer Parent Guarantee, the Management Agreement and Obligatory Insurances).
 
6.
Duly executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within five (5) Business Days) of all notices of assignment required to be served under each Security Document and duly executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within one (1) month) of the acknowledgements thereof (but not including the notices and acknowledgements to be served under the Charter Assignment or the Delivery General Assignment), notarised, legalised and/or apostilled, as required.

 
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7.
A letter from Ince Process Agents Ltd., agreeing to its appointment as process agent for the Owner and the Sponsor under the Finance Documents.
 
8.
A legal opinion of Allen & Overy LLP, London, English legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
9.
A legal opinion of Woo, Yun, Kang, Jeong Han, Korean legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
10.
A legal opinion of Seward & Kissel LLP, Marshall Islands legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
11.
A legal opinion of Pologiorgis, Babalis, Panselinos, Troullinos, Mavrou Law Offices, Greek legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
12.
Evidence that all fees (including all fees payable on or at the first Utilisation Date under the Fee Letters and legal costs) and reasonable out-of-pocket expenses then due and payable from the Owner under the Finance Documents have been or will be paid by the first Utilisation Date or other drawdown as part of the Incidental Costs Loan.
 
13.
Evidence that each Account has been opened in accordance with the Finance Documents.
 
14.
Detailed construction, operating and maintenance cost budget, the total Vessel capex plan including the construction schedule, and pro-forma financial projections prepared by the Owner with respect to the project the subject of the Related Contracts in form and substance satisfactory to the Lenders.
 
15.
Opinion and report by Marsh that all Construction Insurances are in acceptable form and amount and placed with acceptable underwriters, and such opinion, report and insurance is acceptable to the Facility Agent.
 
16.
Confirmation from the Builder that the Owner has paid it in aggregate an amount equal to at least the Initial Equity Contribution and confirmation from the Account Bank or, as the case may be, the Equity Account Bank that the Owner has paid:
 
 
(a)
any Balancing Equity Contribution into the Proceeds Account; and
 
 
(b)
the Equity Collateral to be paid under the terms of this Agreement on or by the Incidental Costs Loan Utilisation Date into the Equity Account.
 
17.
Certified copy of the Sponsor’s audited annual financial statements for the year ended 31 December 2007.

 
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18.
Evidence that all Transaction Authorisations required by the Owner or Sponsor to perform its obligations under the Transaction Documents have been obtained or will, at the appropriate time, be obtained.
 
19.
Certificate from the Owner confirming that there are no material disputes with the Builder and confirmation from the same that there have been no amendments or variations to the Shipbuilding Contract or the Other Shipbuilding Contract other than amendments disclosed and agreed in writing prior to the date hereof or permitted under the terms of this Agreement.
 
20.
Confirmation from the Lenders that they have satisfied their “know your customer” requirements in respect of the relevant parties to the Transaction Documents.
 
21.
Confirmation from the Sponsor that as far as it is aware there has been no material adverse change in the prospects of the Owner or the operations or financial condition of the Owner, the Manager (if an Affiliate of the Sponsor) or the Sponsor as from the date of this Agreement.
 
22.
A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Incidental Costs Loan Utilisation Date.
 
23.
Original Share Certificates of each of the Owner, the Parent and the Parent Shareholder in relation to the Share Charge.
 
24.
Executed blank share transfer forms in relation to the Share Charge.
 
25.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
 
26.
A legal opinion of Allen & Overy LLP, English legal advisers to GIEK, addressed to Eksportfinans and concerning certain provisions of the GIEK Guarantee.
 
27.
Completion of each Lender’s legal, technical, environmental, financial, tax and insurance due diligence with regard to the project, including, among others, review of all Related Contracts and receipt of appropriate internal credit approvals by such Lender.
 
28.
Receipt by the Kexim Lenders of the Kexim Guarantee and evidence that any special conditions required by Kexim in connection with the Facility have been met.
 
29.
A duly signed syndication letter between GIEK, Deutsche Bank AG, London Branch and Dexia Crédit Local, New York Branch.
 
In this Schedule 1 “certified copy” means a copy certified by an officer of the Owner as being true, complete and up to date.

 
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PART 2
 
INSTALMENT LOAN 1
 
1.
Refresh certificates, update report or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this Schedule at paragraphs 1, 2, 3, 18, 19, and 21.
 
2.
Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14.
 
3.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution; and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B) in respect of the Instalment Loan 1.
 
4.
A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 1 Utilisation Date.
 
5.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
 
6.
Evidence from the Equity Account Bank that the sum of U.S.$90,000,000 has been placed in the Equity Account in accordance with Clause 12.2(a)(iii)(B).
 
7.
A certified copy of the Management Agreement.
 
8.
An original of the Management Agreement Assignment, notarised, legalised and/or apostillised as necessary, duly executed by the parties to it together with duly executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within five (5) Business Days) of the notice of assignment to the Manager and a duly executed original (or, if originals are not available, fax/pdf copies with originals to follows as soon as possible and in any event within one (1) month) of the acknowledgement from the Manager, notarised, legalised and/or apostillised, as required.
 
9.
A legal opinion of Simonsen Advokatfirma, Norwegian legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.
 
10.
A legal opinion of Allen & Overy LLP, London, English legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the Lenders.

 
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PART 3
 
INSTALMENT LOAN 2
 
1.
Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this Schedule at paragraphs 1, 2, 3, 18, 19, and 21.
 
2.
Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14, and certificate from the Classification Society verifying that the construction milestones for the Instalment Loan 2 Utilisation Date specified under Clause 16.29 (Construction Milestones) has been met.
 
3.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution; and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Instalment Loan 2.
 
4.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
 
5.
Evidence that a Drilling Charter and a Sister Drilling Charter have been entered into under and in accordance with Clause 16.22 (Charters)
 
6.
A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 2 Utilisation Date.
 
7.
If a Drilling Charter has been entered into evidence from the Equity Account Bank that the required Equity Collateral has been placed in the Equity Account in accordance with Clause 12.2(a)(iii)(C).
 
8.
If a Drilling Charter has been entered into, evidence from the Account Bank that the amount of US$25,000,000 has been paid into the Debt Service Reserve Account in accordance with Clause 12.8(a).
 
9.
If a Drilling Charter has been entered into, an original of each of the following documents, notarised, legalised and/or apostilled as necessary, duly executed by the parties to it:
 
 
(a)
the Charterer Direct Agreement;
 
 
(b)
the Charter Assignment together with any notices; and
 
 
(c)
the Charterer Parent Guarantee (if any).
 

 
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PART 4
 
INSTALMENT LOAN 3
 
1.
Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this Schedule at paragraphs 1, 2, 3, 18, 19, and 21.
 
2.
Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14 and a certificate from the Classification Society verifying that the construction milestones for the Instalment Loan 3 Utilisation Date specified under Clause 16.29 (Construction Milestones) has been met.
 
3.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution; and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Instalment Loan 3.
 
4.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
 
5.
A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 3 Utilisation Date.

 
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PART 5
 
DELIVERY LOAN
 
1.
A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Delivery Loan Utilisation Date.
 
2.
A duly executed original of the Delivery General Assignment and the Mortgage.
 
3.
A duly executed Power of Attorney and the Appointment of Judicial Representative in respect of the Mortgage.
 
4.
A legal opinion from Allen & Overy LLP, London, English legal advisers to the Lenders, in respect of the Delivery General Assignment.
 
5.
A legal opinion from Seward & Kissel, Marshall Islands legal adviser and Fenech & Fenech, Maltese legal adviser to the Lenders, in respect of the Delivery General Assignment and the Mortgage.
 
6.
A transcript of the Maltese Ship Registry showing that:
 
 
(a)
the Mortgage has been duly recorded in Malta and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maltese Registrar of Shipping in respect of the Vessel have been paid in full; and
 
 
(b)
the Vessel is provisionally registered in the name of the Owner as a fully completed Maltese ship at the port of Valletta free of all Security Interests other than Permitted Liens.
 
7.
Copies of such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement and which are reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on the Delivery Loan Utilisation Date.
 
8.
A certified copy of:
 
 
(a)
a final classification certificate from the Classification Society in respect of the Vessel showing the Vessel to be in class without recommendation, condition or qualification (other than any immaterial recommendations, conditions or qualifications that are capable of rectification within 12 months or such shorter period as is required by the Classification Society) or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable after the Delivery Date;
 
 
(b)
a valid Interim Safety Management Certificate;
 
 
(c)
a valid Document of Compliance; and
 
 
(d)
a valid International Ship Security Certificate.

 
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9.
Confirmation acceptable to the Facility Agent (such acceptance not to be unreasonably withheld or delayed) that the Owner will accept the Vessel pursuant to the terms of the Shipbuilding Contract and execute a protocol of delivery and acceptance.
 
10.
A certified copy of the commercial invoice in respect of the Vessel.
 
11.
A certified copy of the Builder’s certificate in respect of the Vessel.
 
12.
A certified copy of the Drilling Charter and any Charterer Parent Guarantee and duly executed and, where necessary, notarised, legalised and/or apostilled and copies of all other documents referred to in Clause 16.22(b).
 
13.
Duly executed and, where necessary, notarised, legalised and/or apostilled notices of assignment of the Obligatory Insurances in respect of the Vessel duly executed by the Owner substantially in the form provided for in the Delivery General Assignment and all confirmations and acknowledgements required in accordance with the terms of the Delivery General Assignment.
 
14.
Confirmation from the Facility Agent of its satisfaction with a final insurance report prepared by Marsh, or such other insurance adviser appointed by the Facility Agent and fax confirmations from each broker (if applicable), insurer and club concerned with the Obligatory Insurances that the insurances meet the requirements set out in Clause 17.1 including the insurances referred to in Clause 17.1(e), will be effective from the actual delivery of the Vessel and are consistent with the requirements of the Drilling Charter.
 
15.
Duly executed letters of undertaking substantially in the form provided in the Delivery General Assignment from, inter alios, the approved brokers (if applicable), insurer and club concerned with the Obligatory Insurances.
 
16.
The Annual Budget of the Owner in agreed form and approved by the Lenders, for the year from the date of payment of the Delivery Loan falls.
 
17.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution required under Clause 12.2(a)(i); and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Delivery Loan.
 
18.
A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Delivery Loan Utilisation Date.
 
19.
Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this Schedule at paragraphs 1, 2, 3, 19, 20 and 22.
 
20.
Evidence that the Required DSRA Balance has been or will immediately after the drawing of the Delivery Loan be credited to the balance of the Debt Service Reserve Account.
 
21.
Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 22, and a technical memorandum issued by the Technical Adviser covering the relevant Workscope, to be achieved by the Delivery Loan Utilisation Date and confirming that the construction milestones specified under Clause 16.29 (Construction Milestones) has been met.

 
125
 

 
 
22.
Evidence that the Owner’s equity in the Vessel is not less than 30% of the total Vessel Cost.
 
23.
Evidence that the project the subject of the Related Contracts, has sufficient ongoing maintenance opex and working capital requirements, and evidence in the form of reserves, if necessary, that the Owner will be able to meet these ongoing requirements.
 
24.
Confirmation from the Owner and the Facility Agent (acting on behalf of each of the Lenders) of their satisfactory due diligence on the Charterer’s and the Lenders’ withholding tax and the Owner’s withholding tax and corporation tax exposure, if any.
 
25.
Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
 
 
126
 
 
 
PART 6
 
INCIDENTAL VESSEL COSTS LOAN
 
1.
A copy of any and all invoices in respect of approved Incidental Vessel Costs payable by the Owner on or immediately following the proposed Utilisation Date for the requested Incidental Vessel Costs Loan.
 
2.
Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
 
 
(a)
any Balancing Equity Contribution; and
 
 
(b)
the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the relevant Incidental Vessel Costs Loan.

 
127
 

 
 
 
 
SCHEDULE 3
 
FORM OF REQUEST
 
To:           Deutsche Bank Luxembourg S.A. as Facility Agent
 
From:       Drillship Kithira Owners Inc.
 
Date: [                     ]
 
Credit Agreement dated [         ] 2008 (the Credit Agreement)
 
1.
We refer to the Credit Agreement.  This is a Request.  Terms defined in the Credit Agreement shall have the same meaning when used in this Request.
 
2.
We wish to borrow a Loan from you as follows:
 
 
(a)
Utilisation Date:
[            ]
 
 
(b)
Amount:
US$[           ]
 
Incidental Costs Loan/Instalment Loan 1/Instalment Loan 2/Instalment Loan 3/Incidental Vessel Costs Loan/Delivery Loan*
 
Amount payable to the Builder towards the Instalment under the Shipbuilding Contract: US$[          ]
 
+[Amount payable to the Debt Service Reserve Account: US$[Required DSRA Balance]
 
[Amount payable in respect of Incidental Vessel Costs as set out below (as supported by the relevant attached invoices):
 
[Amount payable in respect of Incidental Loan Costs as set out below:]
 
 
(c)
Details of item:
US$[          ]
 
 
(d)
Details of item:
US$[          ]]
 
Total drawdown:                                           US$[          ]
 
3.
Our payment instructions are:
 
[to include provisions that:
 
 
(a)
amount of Loan in respect of Instalment payable under the Shipbuilding Contract to be payable to the Builder’s account [set out account details];
 
 
(b)
[Required DSRA Balance to be credited to the Debt Service Reserve Account;
 
 
(c)
Incidental Loan Costs to be credited to the Facility Agent’s nominated account; and

 
128
 

 
 
(d)
Incidental Vessel Costs to be credited to [the Owner’s: current account for forward payment to] the relevant payee account indicated in invoice]
 
4.
We confirm that each condition precedent under the Credit Agreement which must be satisfied on the date of this Request is so satisfied and that the Repeating Representation are true and correct with reference to the facts and circumstances now subsisting.
 
5.
This Request is irrevocable.
 
6.
If applicable, a copy of:
 
 
(a)
[the relevant invoice from the Builder the final stage certificate signed by the Builder and us; and
 
 
(b)
the relevant invoices in respect of the Incidental Vessel Costs,
 
is attached to this Request.]
 
By:      DRILLSHIP KITHIRA OWNERS INC.


 
Authorised Signatory
 
 
*Delete as appropriate
 
+ Delivery Loan only

 
129
 

 
SCHEDULE 4
 
FORM OF TRANSFER CERTIFICATE
 
To:           DRILLSHIP KITHIRA OWNERS INC.
 
From:       [THE EXISTING LENDER] and [THE NEW LENDER]
 
Date:                      [               ]
 
Credit Agreement dated [              ] (the Credit Agreement)
 
We refer to Clause 27.3 (Procedure for transfer by way of novations) of the Credit Agreement.  Terms defined in the Credit Agreement shall have the same meaning when used in this Novation Certificate.
 
1.
We [         ] (the Existing Lender) and [          ] (the New Lender) agree to the Existing Lender and the New Lender novating all the Existing Lender’s rights and obligations referred to in the Schedule in accordance with Clause 27.3 (Procedure for transfer by way of novations) of the Credit Agreement.
 
2.
The specified date for the purposes of Clause 27.3(a) of the Credit Agreement is [date of novation].
 
3.
The Facility Office and address for notices of the New Lender for the purposes of Clause 33.2 (Contact details) of the Credit Agreement are set out in the Schedule attached to this Certificate.
 
4.
This Novation Certificate is governed by English law.
 
 
130
 
 
THE SCHEDULE
 
Rights and obligations to be novated
 
[Choose either of the following options:]
 
(a)
All of the rights and obligations of the Existing Lender in respect of the Facility – principal amount US$[      ].
 
(b)
The principal amount of US$[      ] in respect of each of the Loans and all the rights and obligations attached to the same – total principal amount US$[      ].
 
[New Bank]
 
[Facility Office                                Address for notices]

[Existing Lender]
[New Lender]
  
By:
By:
  
Date:
Date:
  
 
 
The Transfer Date is confirmed by the Facility Agent as [      ].
 
[                             ]
 
By:

 
131
 

 
SCHEDULE 5
 
LOAN REPAYMENT SCHEDULE

 
Date
Repayment
1
30 March 2012
US$31,250,000
2
28 September 2012
US$31,250,000
3
28 March 2013
US$31,250,000
4
30 September 2013
US$31,250,000
5
31 March 2014
US$31,250,000
6
30 September 2014
US$31,250,000
7
31 March 2015
US$31,250,000
8
30 September 2015
US$31,250,000
9
31 March 2016
US$31,250,000
10
30 September 2016
US$31,250,000
11
31 March 2017
US$31,250,000
12
29 September 2017
US$31,250,000
13
29 March 2018
US$31,250,000
14
29 September 2018
US$31,250,000
15
29 March 2019
US$31,250,000
16
30 September 2019
US$31,250,000
17
31 March 2020
US$31,250,000
18
30 September 2020
US$31,250,000


 
132
 

SCHEDULE 6
 
CALCULATION CERTIFICATE
 
To:
Deutsche Bank Luxembourg S.A as Facility Agent
 
From:   Drillship Kithira Owners Inc.
 
     Drillship Kithira Owners Inc. Credit Agreement dated [              ] (the Credit Agreement)

 
1.
Terms defined in the Credit Agreement have the same meaning in this Certificate.
 
2.
We hereby certify that [no Default or Mandatory Termination Event has occurred and is continuing or is outstanding] [a Default/Mandatory Prepayment Event under Clause [     ] of [specify document] is outstanding] and the following steps are being taken to remedy it [         ].
 
3.
With respect to the Calculation Period ending on [insert Repayment Date] the Debt Service Ratio was [l] calculated on the basis of the figures in the table below.
 
Relevant figures for Calculation Period US$
Gross Revenues received
  
Operating Expenses payable
  
Financing Costs accrued
  
Financing Principal payable
  
CAPEX payable
  

 
Yours faithfully,

 
……………………………
 
[Senior Officer]

 
133
 

 
SCHEDULE 7
 
INCIDENTAL VESSEL COSTS
 
 
 
 
1.
 Costs and expenses under the Management Agreement incurred in the Pre-Completion Period inaccordance with the
Approved Budget attached as Appendix 12 up to US$34,100,000.
 
2.  Initial Debt Service Reserve Contribution up to US$25,000,000.
 
                    
 
134
 

 
SCHEDULE 8
 
CALCULATION OF THE MANDATORY COST
 
1.
General
 
(a)
The Mandatory Cost is to compensate a Lender for the cost of compliance with:
 
 
(i)
the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces any of its functions); or
 
 
(ii)
the requirements of the European Central Bank.
 
(b)
The Mandatory Cost is expressed as a percentage rate per annum.
 
(c)
The Mandatory Cost is the weighted average (weighted in proportion to the percentage share of each Lender in the relevant Loan) of the rates for the Lenders calculated by the Facility Agent in accordance with this Schedule on the first day of a Term (or as soon as possible after then).
 
(d)
The Facility Agent must distribute each amount of Mandatory Cost among the Lenders on the basis of the rate for each Lender.
 
(e)
Any determination by the Facility Agent pursuant to this Schedule will be, in the absence of manifest error, conclusive and binding on all the Parties.
 
2.
For a Lender lending from a Facility Office in the U.K.
 
(a)
The relevant rate for a Lender lending from a Facility Office in the U.K. is calculated in accordance with the following formula:
 
E x 0.01% per annum
  300
 
where on the day of application of the formula, E is calculated by the Facility Agent as being the average of the rates of charge under the fees rules supplied by the Reference Banks to the Facility Agent under paragraph (d) below and expressed in pounds per £1 million.
 
(b)
For the purposes of this paragraph 2:
 
 
(i)
fees rules means the then current rules on periodic fees in the Supervision Manual of the FSA Handbook or any other law or regulation as may then be in force for the payment of fees for the acceptance of deposits;
 
 
(ii)
fee tariffs means the fee tariffs specified in the fees rules under fee-block Category Al (Deposit acceptors) (ignoring any minimum fee or zero rated fee required pursuant to the fees rules but applying any applicable discount rate); and
 
 
(iii)
tariff base has the meaning given to it in, and will be calculated in accordance with, the fees rules.

 
135
 

 
 
(c)
Each rate calculated in accordance with the formula is, if necessary, rounded upward to four decimal places.
 
(d)
If requested by the Facility Agent, each Reference Bank must, as soon as practicable after publication by the Financial Services Authority, supply to the Facility Agent the rate of charge payable by that Reference Bank to the Financial Services Authority under the fees rules for that financial year of the Financial Services Authority (calculated by that Reference Bank as being the average of the fee tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1 million of the tariff base of that Reference Bank.
 
(e)
Each Lender must supply to the Facility Agent the information required by it to make a calculation of the rate for that Lender.  In particular, each Lender must supply the following information on or prior to the date on which it becomes a Lender:
 
 
(i)
the jurisdiction of its Facility Office; and
 
 
(ii)
any other information that the Facility Agent reasonably requires for that purpose.
 
Each Lender must promptly notify the Facility Agent of any change to the information supplied to it under this paragraph.
 
(f)
The rates of charge of each Reference Bank for the purpose of E above are determined by the Facility Agent based upon the information supplied to it under paragraphs (d) and (e) above.  Unless a Lender notifies the Facility Agent to the contrary, the Facility Agent may assume that the Lender’s obligations in respect of cash ratio deposits and special deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the U.K.
 
(g)
The Facility Agent has no liability to any Party if its calculation over or under compensates any Lender.  The Facility Agent is entitled to assume that the information provided by any Lender or Reference Bank under this Schedule is true and correct in all respects.
 
3.
For a Lender lending from a Facility Office in a Participating Member State
 
(a)
The relevant rate for a Lender lending from a Facility Office in a Participating Member State is the percentage rate per annum notified by that Lender to the Facility Agent.  This percentage rate per annum must be certified by that Lender in its notice to the Facility Agent as its reasonable determination of the cost (expressed as a percentage of that Lender’s share in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of Loans made from that Facility Office.
 
(b)
If a Lender fails to specify a rate under paragraph (a) above, the Facility Agent will assume that the Lender has not incurred any such cost.
 
4.
Changes
 
(a)
The Facility Agent may, after consultation with the Owner and the Lenders, determine and notify all the Parties of any amendment to this Schedule which is required to reflect:
 
 
(i)
any change in law or regulation; or
 
 
(ii)
any requirement imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any successor authority).

 
136
 

 
 
(b)
If the Facility Agent, after consultation with the Owner, determines that the Mandatory Cost for a Lender lending from a Facility Office in the U.K. can be calculated by reference to a screen, the Facility Agent may notify all the Parties of any amendment to this Agreement which is required to reflect this.

 
137
 

 
 
APPENDIX 1
 
FORM OF DELIVERY GENERAL ASSIGNMENT
 

 
138
 

 
APPENDIX 2
 
 
FORM OF MORTGAGE
 

 
139
 

 
APPENDIX 3
 
FORM OF CHARTER ASSIGNMENT

 
140
 

 
APPENDIX 4
 
FORM OF SWAP AGREEMENT ASSIGNMENT
 

 
141
 

 
APPENDIX 5
 
FORM OF DPP
 

 
142
 

 
APPENDIX 6
 
FORM OF GENERAL ASSIGNMENT
 

 
143
 

 
APPENDIX 7
 
FORM OF SHARE CHARGE
 

 
144
 

 
APPENDIX 8
 
FORM OF ACCOUNTS CHARGE AGREEMENT

 
145
 

 
APPENDIX 9
 
FORM OF EQUITY ACCOUNT CHARGE
 

 
146
 

 
APPENDIX 10
 
FORM OF MANAGEMENT AGREEMENT ASSIGNMENT
 

 
147
 

 
APPENDIX 11
 
FORM OF FLOATING CHARGE


 
148
 

 
APPENDIX 12
 
APPROVED BUDGET


 
149
 

 
SIGNATORIES
 
 
DRILLSHIP KITHIRA OWNERS INC. - CREDIT FACILITY AGREEMENT
 
Owner
 
Signed by
as attorney for
DRILLSHIP KITHIRA OWNERS INC.
in the presence of:
 
Witness:
 
 
The Bookrunner and the Joint Mandated Lead Arranger
 
By:
 
as authorised signatory for
 
DEUTSCHE BANK AG, LONDON BRANCH


 
The Joint Mandated Lead Arranger
 
By:
 
as attorney for
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
 

 
 
The Lenders
 
By:
 
as authorised signatory for
 
DEUTSCHE BANK AG, LONDON BRANCH
 
 
By:
 
as attorney for
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
 
 
By:
 
as attorney for
 
EKSPORTFINANS ASA
 

 
 
By:
 
as attorney for
 
THE EXPORT-IMPORT BANK OF KOREA
 
 
The Swap Banks
 
By:
 
as authorised signatory for
 
DEUTSCHE BANK AG, LONDON BRANCH
 
 
By:
 
as attorney for
 
DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
 
 
The Facility Agent
 
By:
 
as attorney for
 
DEUTSCHE BANK LUXEMBOURG S.A.
 
 
The Security Trustee
 
By:
 
as attorney for
 
DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT


 
150
 

EX-21.1 11 d928785_ex21-1.htm d928785_ex21-1.htm

Exhibit 21.1
 

 

Exact Name of Registrant as Specified in its Charter
Country of
Incorporation
Hydrogen Shipping Company Limited
Malta
Oxygen Shipping Company Limited
Malta
Annapolis Shipping Company Limited
Malta
Helium Shipping Company Limited
Malta
Blueberry Shipping Company Limited
Malta
Silicon Shipping Company Limited
Malta
Lancat Shipping Company Limited
Malta
Tolan Shipping Company Limited
Malta
Malvina Shipping Company Limited
Malta
Arleta Navigation Company Limited
Malta
Selma Shipping Company Limited
Malta
Royerton Shipping Company Limited
Malta
Samsara Shipping Company Limited
Malta
Lansat Shipping Company Limited
Malta
Farat Shipping Company Limited
Malta
Madras Shipping Company Limited
Malta
Iguana Shipping Company Limited
Malta
Borsari Shipping Company Limited
Malta
Onil Shipping Company Limited
Malta
Zatac Shipping Company Limited
Malta
Fabiana Navigation Company Limited
Malta
Fago Shipping Company Limited
Malta
Felicia Navigation Company Limited
Malta
Karmen Shipping Company Limited
Malta
Thelma Shipping Company Limited
Malta
Celine Shipping Company Limited
Malta
Seaventure Shipping Limited
Marshall Islands
Tempo Marine Co.
Marshall Islands
Star Record Owning Company Limited
Marshall Islands
Human Owning Company Limited
Marshall Islands
Classical Owning Company Limited
Marshall Islands
Maternal Owning Company Limited
Marshall Islands
Paternal Owning Company Limited
Marshall Islands
Argo Owning Company Limited
Marshall Islands
Rea Owning Company Limited
Marshall Islands
Gaia Owning Company Limited
Marshall Islands
Kronos Owning Company Limited
Marshall Islands
Trojan Maritime Co.
Marshall Islands
Atlas Owning Company Limited
Marshall Islands
Dione Owning Company Limited
Marshall Islands
Phoebe Owning Company Limited
Marshall Islands
Uranus  Owning Company Limited
Marshall Islands
Platan Shipping Company Limited
Malta
Selene Owning Company Limited
Marshall Islands
Tethys Owning Company Limited
Marshall Islands
Ioli Owning Company Limited
Marshall Islands
 
Roscoe Marine Ltd.
Marshall Islands
Monteagle Shipping S.A.
Marshall Islands
Wealth Management Inc.
Marshall Islands
Primelead Shareholders Inc.
Marshall Islands



 
 
 
 
 
 
 
 
 
 EX-23.2 12 d927958_ex23-2.htm d927958_ex23-2.htm

Exhibit 23.2



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference of our firm under the caption "Experts" in the Post Effective Amendment No. 1 to the Registration Statement (Form F-3, file No. 333-146540) and related Prospectus of DryShips Inc. for the registration of common stock (including preferred shares purchase rights), preferred shares, debt securities , warrants, purchase contracts and units  and to the incorporation by reference therein of our report dated April 27, 2007, with respect to the consolidated financial statements of DryShips Inc. for the years ended December 31, 2006 and 2005, included in its Annual Report (Form 20-F) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.


/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A

October 17, 2008
Athens, Greece.


 EX-23.3 13 d927958_ex23-3.htm d927958_ex23-3.htm

 
EXHIBIT 23.3

 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333–146540 on Form F-3 of our reports dated March 28, 2008, relating to the financial statements of DryShips Inc. and subsidiaries and the effectiveness of DryShips Inc. and subsidiaries internal control over financial reporting, appearing in the Annual Report on Form 20-F of DryShips Inc. and subsidiaries for the year ended December 31, 2007, and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement.

/s/ Deloitte.
Hadjipavlou, Sofianos & Cambanis S.A.
Athens, Greece
October17, 2008


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