Ocean Rig UDW Inc. (Form: 20-F, Received: 03/09/2015 16:30:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Not applicable

Commission file number 001-35298

OCEAN RIG UDW INC.

(Exact name of Registrant as specified in its charter)

(Translation of Registrant's name into English)

Republic of the Marshall Islands

(Jurisdiction of incorporation or organization)

10 Skopa Street, Tribune House

2nd Floor, Office 202, CY 1075

Nicosia, Cyprus

(Address of principal executive offices)

Mr. Savvas D. Georghiades,

Telephone: +357 22767517, Fax: +357 22761542

10 Skopa Street, Tribune House

2nd Floor, Office 202, CY 1075

Nicosia, Cyprus

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of class		Name of exchange on which registered

Common stock, $0.01 par value		The NASDAQ Stock Market LLC
Preferred stock purchase rights		The NASDAQ Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2014, there were 132,017,178 shares of the registrant's common stock, $0.01 par value, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☐ ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


	US GAAP ☒	International Financial Reporting Standards as issued by the International Accounting Standards Board ☐	Other ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS		1
PART I		1
Item 1.	Identity of Directors, Senior Management and Advisers	1
Item 2.	Offer Statistics and Expected Timetable	1
Item 3.	Key Information	1
Item 4.	Information on the Company	27
Item 4A.	Unresolved Staff Comments	37
Item 5.	Operating and Financial Review and Prospects	37
Item 6.	Directors, Senior Management and Employees	61
Item 7.	Major Shareholders and Related Party Transactions	68
Item 8.	Financial Information	71
Item 9.	The Offer and Listing	71
Item 10.	Additional Information	73
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	79
Item 12.	Description of Securities Other than Equity Securities	80
PART II		80
Item 13.	Defaults, Dividend Arrearages and Delinquencies	80
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	80
Item 15.	Controls and Procedures	81
Item 16A.	Audit Committee Financial Expert	82
Item 16B.	Code of Ethics	82
Item 16C.	Principal Accountant Fees and Services	82
Item 16D	Exemptions from the Listing Standards for Audit Committees	82
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	82
Item 16F	Change in Registrant's Certifying Accountant	83
Item 16G.	Corporate Governance	83
Item 16H.	Mine Safety Disclosure	83
PART III		83
Item 17.	Financial Statements	83
Item 18.	Financial Statements	83
Item 19.	Exhibits	84

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with such safe harbor legislation.

This annual report and any other written or oral statements made by us or on our behalf may include forward-looking statements which reflect our current views and assumptions with respect to future events and financial performance and are subject to risks and uncertainties. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical or present facts or conditions. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect" and similar expressions identify forward-looking statements.

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 we believe 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, we cannot assure you that we will achieve or accomplish the expectations, beliefs or projections described in the forward-looking statements contained in this annual report.

In addition to these important factors and matters discussed elsewhere in this annual report, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include factors related to:

●

the offshore drilling market, including supply and demand, utilization rates, dayrates, customer drilling programs, commodity prices, effects of new rigs and drillships on the market and effects of declines in commodity prices and downturn in global economy on market outlook for our various geographical operating sectors and classes of rigs and drillships;

●

hazards inherent in the offshore drilling industry and marine operations causing personal injury or loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage, claims by third parties or customers and suspension of operations;

●

customer contracts, including contract backlog, contract commencements, contract terminations, contract option exercises, contract revenues, contract awards and drilling rig and drillship mobilizations, performance provisions, newbuildings, upgrades, shipyard and other capital projects, including completion, delivery and commencement of operations dates, expected downtime and lost revenue;

●

political and other uncertainties, including political unrest, risks of terrorist acts, war and civil disturbances, piracy, significant governmental influence over many aspects of local economies, seizure, nationalization or expropriation of property or equipment;

●

repudiation, nullification, termination, modification or renegotiation of contracts;

●

limitations on insurance coverage, such as war risk coverage, in certain areas;

●

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;

●

import-export quotas, wage and price controls imposition of trade barriers;

●

regulatory or financial requirements to comply with foreign bureaucratic actions, including potential limitations on drilling activity;

●

changing taxation policies and other forms of government regulation and economic conditions that are beyond our control;

●

the level of expected capital expenditures and the timing and cost of completion of capital projects;

●

our ability to successfully employ both our existing and newbuilding drilling units, procure or have access to financing, ability to comply with loan covenants, liquidity and adequacy of cash flow for our obligations;

●

continued borrowing availability under our debt agreements and compliance with the covenants contained therein;

●

our substantial leverage, including our ability to generate sufficient cash flow to service our existing debt and the incurrence of substantial indebtedness in the future;

●

factors affecting our results of operations and cash flow from operations, including revenues and expenses, uses of excess cash, including debt retirement, dividends, timing and proceeds of asset sales, tax matters, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues, legal and regulatory matters, including results and effects of legal proceedings, customs and environmental matters, insurance matters, debt levels, including impacts of the financial and credit crisis;

●

the effects of accounting changes and adoption of accounting policies;

●

recruitment and retention of personnel; and

●

other important factors described in "Item 3. Key Information—D. Risk factors."

We caution readers of this annual report not to place undue reliance on these forward-looking statements.

All forward-looking statements made in this annual report are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this annual report, and we expressly disclaim any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise.

Please note in this annual report, "we," "us," "our," "Ocean Rig UDW" and "the Company," all refer to Ocean Rig UDW Inc. and its subsidiaries, unless the context otherwise requires.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Selected Historical Consolidated Financial Data

The following table sets forth our selected historical consolidated financial and other data, at the dates and for the periods indicated. We were incorporated on December 10, 2007 under the name Primelead Shareholders Inc.. Primelead Shareholders Inc. was formed for the purposes of acquiring the shares of our predecessor, Ocean Rig ASA, which was incorporated in September 1996 under the laws of Norway. We acquired control of Ocean Rig ASA ("Predecessor") on May 14, 2008. The selected historical consolidated financial data as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 are derived from the audited financial statements and related notes of Ocean Rig UDW Inc. and its subsidiaries ("successor") appearing elsewhere in this annual report.

We refer you to the notes to the consolidated financial statements for a discussion of the basis on which the consolidated financial statements are presented. The selected historical consolidated financial and other data should be read in conjunction with "Item 5. Operating and Financial Review and Prospects" and the audited consolidated financial statements, the related notes thereto and other financial information appearing elsewhere in this annual report.

	Ocean Rig UDW Inc.
(U.S. Dollars in	As of December 31,
thousands)	2010			2011			2012			2013			2014

Income statement data:
Total revenues		405,712			699,649			941,903			1,180,250			1,817,077
Drilling rigs and drillships operating expenses		119,369			281,833			563,583			504,957			727,832
Loss on disposals		1,458			754			133			-			-
Depreciation and amortization		75,092			162,532			224,479			235,473			324,302
Legal settlements and other, net		-			-			4,524			6,000			(721	)
General and administrative expenses		20,566			46,718			83,647			126,868			131,745
Total operating expenses		216,485			491,837			876,366			873,298			1,183,158

Operating income		189,227			207,812			65,537			306,952			633,919
Interest and finance costs		(8,418	)		(63,752	)		(116,427	)		(220,564	)		(300,131	)
Interest income		12,464			9,810			553			9,595			12,227
Gain/(loss) on interest rate swaps		(40,303	)		(33,455	)		(36,974	)		8,616			(12,671	)
Other income/(expense), net		2,227			2,311			(1,068	)		3,315			4,282
Total other expenses, net		(34,030	)		(85,086	)		(153,916	)		(199,038	)		(296,293	)

Income/(loss) before income taxes		155,197			122,726			(88,379	)		107,914			337,626
Income taxes		(20,436	)		(27,428	)		(43,957	)		(44,591	)		(77,823	)
Net income/(loss)	$	134,761		$	95,298		$	(132,336	)	$	63,323		$	259,803
Net Income/(loss) attributable to common stockholders	$	134,761		$	95,298		$	(132,336	)	$	63,221		$	259,031
Earnings/(loss) per share attributable to common stockholders, basic and diluted	$	1.30		$	0.72		$	(1.00	)	$	0.48		$	1.96
Weighted average number of common shares, basic and diluted		103,908,279			131,696,928			131,696,935			131,727,504			131,837,227

	Ocean Rig UDW Inc.
(U.S. Dollars in	As of December 31,
thousands)	2010		2011		2012		2013		2014
Balance sheet data:
Cash and cash equivalents		95,707		250,878		317,366		605,467		528,933
Other current assets		576,299		245,531		279,768		404,250		449,259
Total current assets		672,006		496,409		597,134		1,009,717		978,192
Drilling rigs, drillships, machinery and equipment, net		1,249,333		4,538,838		4,399,462		5,777,025		6,207,633
Intangible assets, net		10,506		9,062		7,619		6,175		4,732
Other non current assets		523,363		216,121		228,074		165,220		228,557
Advances for drillships under construction and related costs		1,888,490		754,925		992,825		662,313		622,507
Total assets		4,343,698		6,015,355		6,225,114		7,620,450		8,041,621
Current liabilities, including current portion of long term debt, net of deferred financing costs		667,918		427,557		505,665		543,654		417,693
Long term debt, net of current portion and deferred financing costs		696,986		2,525,599		2,683,630		3,907,835		4,352,592
Other non current liabilities		97,712		63,743		127,304		189,118		105,060
Total liabilities		1,462,616		3,016,899		3,316,599		4,640,607		4,875,345
Number of shares		131,696,928		131,696,928		131,725,128		131,875,128		132,017,178
Stockholders' equity		2,881,082		2,998,456		2,908,515		2,979,843		3,166,276
Common Stock		1,317		1,317		1,317		1,319		1,320
Dividends declared, per share		-		-		-		-		0.57
Total liabilities and stockholders' equity	$	4,343,698	$	6,015,355	$	6,225,114	$	7,620,450	$	8,041,621

	Ocean Rig UDW Inc.
(U.S. Dollars in	Year Ended December 31,
thousands, except	Year Ended December 31,
for operating data)	2010			2011			2012			2013			2014
Cash flow data:
Net cash provided by / (used in):
Operating activities	$	221,798		$	270,662		$	278,303		$	333,008		$	469,817
Investing activities		(1,441,347	)		(1,561,501	)		(320,469	)		(1,144,230	)		(814,984	)
Financing activities		1,081,061			1,446,010			108,654			1,099,323			268,633
Other financial data
EBITDA (1)		226,243			339,200			251,974			554,356			949,832
Cash paid for interest		43,203			32,164			73,219			113,337			212,014
Capital expenditures		(711,856	)		(1,943,342	)		(310,054	)		(1,283,364	)		(748,981	)
Operating data, when on hire
Operating units		2			6			6			8			9

_____________________

(1) EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA is a non-U.S. generally accepted accounting principles, or U.S. GAAP, measure and does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by GAAP or other GAAP measures, and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which we measure our operations.

	Ocean Rig UDW Inc.

(U.S. Dollars in	Year Ended December 31,
thousands)	2010			2011		2012			2013		2014
EBITDA reconciliation
Net income / (loss)	$	134,761		$	95,298	$	(132,336	)	$	63,323		259,803
Add: Depreciation and amortization		75,092			162,532		224,479			235,473		324,302
Add: Net interest expense / (income)		(4,046	)		53,942		115,874			210,969		287,904
Add: Income taxes		20,436			27,428		43,957			44,591		77,823
EBITDA	$	226,243		$	339,200	$	251,974		$	554,356		949,832

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Some of the following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to the securities market and ownership of our common stock. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results, cash flows or our ability to pay dividends, if any, in the future, or the trading price of our common stock.

Risks Relating to Our Industry

Our business 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 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 programs. 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 production and demand for oil and gas and any geographical dislocations in supply and demand;

●

the cost of exploring for, developing, producing and delivering oil and gas;

●

expectations regarding future energy prices;

●

advances in exploration, development and production 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;

●

development and exploitation of alternative fuels;

●

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, insurrection 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, or market expectations of potential decreases in these prices, could negatively affect our business in the offshore drilling sector. Crude oil inventories remain at high levels compared to historical levels, which may place downward pressure on the price of crude oil and demand for offshore drilling units. Sustained periods of low oil prices typically result in reduced exploration and drilling because oil and gas companies' capital expenditure budgets are subject to cash flow from such activities 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 drilling 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 and the level of newbuilding activity for 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;

●

the cost of non-conventional hydrocarbons, such as the exploitation of oil sands; and

●

regulatory restrictions on offshore drilling.

Any of these factors could reduce demand for our services and adversely affect our business and results of operations.

Continuation of the recent worldwide economic downturn could have a material adverse effect on our revenue, profitability and financial position.

Although there are signs that the economic recession has abated in many countries, there is still considerable instability in the world economy, due in part to uncertainty related to continuing discussions in the United States regarding the federal debt ceiling and in the economies of Eurozone countries, such as Greece, Spain, Portugal, Ireland and Italy, where a new economic downturn has introduced further volatility in the global markets. Further decrease in global economic activity would likely reduce worldwide demand for energy and result in an extended period of lower crude oil and natural gas prices. In addition, continued hostilities and insurrections in the Middle East and North Africa and the occurrence or threat of terrorist attacks against the United States or other countries could adversely affect the economies of the United States and of other countries. Any prolonged reduction in crude oil and natural gas prices would depress the levels of exploration, development and production activity. Moreover, even during periods of high commodity prices, customers may cancel or curtail their drilling programs, or reduce their levels of capital expenditures for exploration and production for a variety of reasons, including their lack of success in exploration efforts. These factors could cause our revenues and margins to decline, decrease daily rates and utilization of our drilling units and limit our future growth prospects. Any significant decrease in daily rates or utilization of our drilling units could materially reduce our revenues and profitability. In addition, any instability in the financial and insurance markets, as experienced in the recent financial and credit crisis, could make it more difficult for us to access capital and to obtain insurance coverage that we consider adequate or is otherwise required by our drilling contracts.

The current state of global financial markets and current economic conditions may adversely impact our ability to obtain additional financing on acceptable terms, which may hinder or prevent us from expanding our business.

Global financial markets and economic conditions have been, and continue to be, volatile. Recently, the debt and equity capital markets have been severely distressed. These issues, along with significant write-offs in the financial services sector, the re-pricing of credit risk and the current weak economic conditions, have made, and will likely continue to make, it difficult to obtain additional financing. The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices which will not be dilutive to our existing shareholders or preclude us from issuing equity at all.

Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, we cannot be certain that additional financing will be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional drilling unit acquisitions or otherwise take advantage of business opportunities as they arise.

The offshore drilling industry is highly competitive with 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 several industry participants, none of which has a dominant market share, and is characterized by high capital and maintenance requirements. Drilling contracts are traditionally awarded on a competitive bid basis. Price competition is often the primary factor in determining which qualified contractor is awarded the drilling contract, although drilling unit availability, location and suitability, the quality and technical capability of service and equipment, reputation and industry standing are key factors which are considered. Mergers among oil and natural gas exploration and production companies have reduced, and may from time to time further reduce, the number of available customers, which would increase the ability of potential customers to achieve pricing terms favorable to them.

Many of our competitors are significantly larger than we are and have more diverse drilling assets and significantly greater financial and other resources than we have. In addition, because of our relatively small fleet, 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 in the future as may be necessary for us to succeed in this industry, while our larger competitors with superior financial resources, and in many cases less leverage than we have, may be able to respond more rapidly to changing market demands and compete more efficiently on price for drillship and drilling rig employment. We may not be able to maintain our competitive position, and we believe that competition for contracts will continue to be intense in the 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.

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 over-supply 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 as of February 2015 consisted of 165 units, comprised of 66 semi-submersible rigs and 99 drillships. An additional 13 semi-submersible rigs and 50 drillships were under construction or on order as of February 2015, which would bring the total fleet to 228 drilling units by the end of 2020. A relatively large number 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 has already led to a reduction in dayrates as drilling units are absorbed into the active fleet. In addition, the new construction of high-specification drilling units, as well as changes in our competitors' drilling unit 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.

Low crude oil prices worldwide may result in a decrease in our operating income and may have a material adverse effect on our business and operations.

Crude oil prices have decreased significantly during 2014 and have reached the lowest prices since 2009. A decrease in the price of crude oil, which can be influenced by general economic conditions, industry inventory levels, production quotas or other actions imposed by the Organization of Petroleum Exporting Countries (OPEC), weather-related damage and disruptions, competing fuel prices, and geopolitical risks, can adversely affect our business and operations. An investment in our company carries significant exposure to fluctuations in global crude oil prices. During extended periods of historically low prices for crude oil, our earnings and cash flows may be negatively affected.

Consolidation of suppliers may increase the cost of obtaining supplies, 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 operations, including, but not limited to, drilling equipment suppliers and catering and machinery suppliers. Recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. Such consolidation, combined with a high volume of drilling units under construction, may result in a shortage of supplies and services, thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time, or at all. These cost increases, delays or unavailability could have a material adverse effect on our results of operations and result in drilling unit downtime and delays in the repair and maintenance of our drilling units.

Our international operations involve additional risks, which could adversely affect our business.

We operate in various regions throughout the world. Our drilling rigs, the Leiv Eiriksson, is currently drilling in the Norwegian Continental Shelf , while the Eirik Raude is currently undergoing the acceptance testing and it is expected to commence operations for drilling offshore Falkland Islands. Our drillships, the Ocean Rig Corcovado , the Ocean Rig Mylos and the Ocean Rig Mykonos , are operating offshore Brazil and our drillships, the Ocean Rig Olympia , Ocean Rig Poseidon and Ocean Rig Athena , are operating offshore Angola. The Ocean Rig Skyros and the Ocean Rig Apollo are expected to commence drilling operations to offshore Angola and West Africa, respectively during 2015.

In the past, the Eirik Raude has operated in the Gulf of Mexico and offshore Canada, Norway, the United Kingdom, Ghana, West Africa and the Ivory Coast, while the Leiv Eiriksson has operated offshore Greenland, West Africa, Turkey, Ireland, west of the Shetland Islands, the Falkland Islands, Norway and in the North Sea, and the Ocean Rig Corcovado and the Ocean Rig Olympia have operated offshore Greenland and West Africa, respectively. As a result of our international operations, we may be exposed to political and other uncertainties, including risks of:

●

terrorist and environmental activist acts, armed hostilities, war and civil disturbances;

●

acts of piracy, which have historically affected ocean-going vessels trading in regions of the world such as the South China Sea and in the Gulf of Aden off the coast of Somalia and which have generally increased significantly in frequency since 2008, particularly in the Gulf of Aden and off the west coast of Africa;

●

significant governmental influence over many aspects of local economies;

●

seizure, nationalization or expropriation of property or equipment;

●

repudiation, nullification, modification or renegotiation of contracts;

●

limitations on insurance coverage, such as war risk coverage, in certain areas;

●

political unrest;

●

foreign and U.S. monetary policy, government debt downgrades and potential defaults and foreign currency fluctuations and devaluations;

●

the inability to repatriate income or capital;

●

complications associated with repairing and replacing equipment in remote locations;

●

import-export quotas, wage and price controls, imposition of trade barriers;

●

regulatory or financial requirements to comply with foreign bureaucratic actions;

●

changing taxation policies, including confiscatory taxation;

●

other forms of government regulation and economic conditions that are beyond our control; and

●

governmental corruption.

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 (i) the awarding of drilling contracts to local contractors or to drilling rigs owned by their own citizens, (ii) the use of a local agent or (iii) 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. Failure to comply with applicable laws and regulations, including those relating to sanctions and export restrictions, may subject us to criminal sanctions or civil remedies, including fines, denial of export privileges, injunctions or seizures of assets.

Our business and operations involve numerous operating hazards.

Our operations are subject to hazards inherent in the drilling industry, such as blowouts, reservoir damage, loss of production, loss of well control, lost or stuck drill strings, equipment defects, punch throughs, craterings, fires, explosions and pollution, including spills similar to the events on April 20, 2010 related to the Deepwater Horizon , in which we were not involved. Contract drilling and well servicing require the use of heavy equipment and exposure to hazardous conditions, which may subject us to liability claims by employees, customers and third parties. These hazards can cause personal injury or loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage, claims by third parties or customers and suspension of operations. Our offshore fleet is also subject to hazards inherent in marine operations, either while on-site or during mobilization, such as capsizing, sinking, grounding, collision, damage from severe weather and marine life infestations. Operations may also be suspended because of machinery breakdowns, abnormal drilling conditions, personnel shortages or failure of subcontractors to perform or supply goods or services.

Damage to the environment could also result from our operations, particularly through spillage of fuel, lubricants or other chemicals and substances used in drilling operations, leaks and blowouts or extensive uncontrolled fires. We may also be subject to property, environmental and other damage claims by oil and gas companies. Our insurance policies and contractual indemnity rights with our customers may not adequately cover losses, and we do not have insurance coverage or rights to indemnity for all the risks to which we are exposed. Consistent with standard industry practice, our customers generally assume, and indemnify us against, well control and subsurface risks under dayrate drilling contracts, including pollution damage in connection with reservoir fluids stemming from operations under the contract, damage to the well or reservoir, loss of subsurface oil and gas and the cost of bringing the well under control. We generally indemnify our customers against pollution from substances in our control that originate from the drilling unit (e.g., diesel used onboard the unit or other fluids stored onboard the unit and above the water surface). However, our drilling contracts are individually negotiated, and the degree of indemnification we receive from the customer against the liabilities discussed above can vary from contract to contract, based on market conditions and customer requirements existing when the contract was negotiated. Notwithstanding a contractual indemnity from a customer, there can be no assurance that our customers will be financially able to indemnify us or will otherwise honor their contractual indemnity obligations. We maintain insurance coverage for property damage, occupational injury and illness, and general and marine third-party liabilities. However, pollution and environmental risks generally are not totally insurable. Furthermore, we have no insurance coverage for named storms in the Gulf of Mexico and while trading within war risks excluded areas.

The Deepwater Horizon oil spill in the Gulf of Mexico may result in more stringent laws and regulations governing deepwater drilling, which could have a material adverse effect on our business, operating results or financial condition.

On April 20, 2010, there was an explosion and a related fire on the Deepwater Horizon, an ultra-deepwater semi-submersible drilling unit that is not connected to us, while it was servicing the Macondo well in the Gulf of Mexico. This catastrophic event resulted in the death of 11 workers and the total loss of that drilling unit, as well as the release of large amounts of oil into the Gulf of Mexico, severely impacting the environment and the region's key industries. This event is being investigated by several federal agencies, including the U.S. Department of Justice, and by the U.S. Congress, and is also the subject of numerous lawsuits. On January 11, 2011, the National Commission on the BP Deepwater Horizon Oil Spill and Offshore Drilling released its final report, with recommendations for new regulations.

We do not currently operate our drilling units in these regions, but we may do so in the future. In any event, changes to leasing and drilling activity requirements as a result of the Deepwater Horizon incident could have a substantial impact on the offshore oil and gas industry worldwide. All drilling activity in the U.S. Gulf of Mexico must be in compliance with enhanced safety requirements contained in the Notice to Lessees 2015-N01. Effective October 22, 2012 all drilling in the U.S. Gulf of Mexico must also comply with the Final Drilling Safety Rule as adopted on August 15, 2012, which enhances safety measures for energy development on the outer continental shelf. All drilling must also comply with the Workplace Safety Rule on Safety and Environmental Management Systems. Also, on February 24, 2014, the BOEM proposed a rule increasing the limits of liability of damages for offshore facilities under OPA based on inflation. We continue to evaluate these requirements to ensure that our rigs and equipment are in full compliance, where applicable. Additional requirements could be forthcoming based on further recommendations by regulatory agencies investigating the Macondo well incident.

We are not able to predict the extent of future leasing plans or the likelihood, nature or extent of additional rulemaking. Nor are we able to predict when the Bureau of Ocean Energy Management ( or the "BOEM") will enter into leases with our customers or when the Bureau of Safety and Environmental Enforsement (or the "BSEE") will issue drilling permits to our customers. We are not able to predict the future impact of these events on our operations. The current and future regulatory environment in the Gulf of Mexico could impact the demand for drilling units in the Gulf of Mexico in terms of overall number of rigs in operations and the technical specification required for offshore rigs to operate in the Gulf of Mexico. It is possible that short-term potential migration of rigs from the Gulf of Mexico could adversely impact dayrates levels and fleet utilization in other regions. In addition, insurance costs across the industry have increased as a result of the Macondo well incident and certain insurance coverage has become more costly, less available, and not available at all from certain insurance companies.

Our insurance coverage may not adequately protect us from certain operational risks inherent in the drilling industry.

Our insurance is intended to cover normal risks in our current operations, including insurance against property damage, occupational injury and illness, loss of hire, certain war risks and third-party liability, including pollution liability. For example, the amount of risk we are subject to might increase regarding occupational injuries because on January 12, 2012, the U.S. Supreme Court ruled that the Longshore and Harbor Worker's Compensation Act, whose provisions are incorporated into the U.S. Outer Continental Shelf Lands Act could cover occupational injuries.

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 45 days of downtime with coverage that extends for approximately one year. This loss of hire insurance is recoverable only if there is physical damage to the rig or equipment which is caused by a peril against which we are insured. The principal risks which may not be insurable are various environmental liabilities and liabilities resulting from reservoir damage caused by our gross 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 $10,000 per event and $250,000 for protection and indemnity claims brought before any U.S. jurisdiction. Our aggregate recovery limit is $500.0 million for all claims arising out of any event covered by our protection and indemnity insurance. Our deductible is $1.5 million per hull and machinery insurance claim. In addition, insurance policies covering physical damage claims due to a named windstorm in the Gulf of Mexico generally impose strict recovery limits. Our insurance coverage may not protect fully against losses resulting from a required cessation of drilling unit operations for environmental or other reasons. 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. The occurrence of a casualty, loss or liability against, which we may not be fully insured against, could significantly reduce our revenues, make it financially impossible for us to obtain a replacement drilling unit or to repair a damaged drilling unit, 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.

If we enter into drilling contracts or engage in certain other activities with countries or government-controlled entities or customers associated with countries that are subject to restrictions imposed by the U.S. government, or engage in certain other activities, including entering into drilling contracts with individuals or entities in such countries that are not controlled by their governments or engaging in operations associated with such countries or entities pursuant to contracts with third parties unrelated to those countries or entities, our ability to conduct our business and access U.S. capital markets and our reputation and the market for our securities could be adversely affected.

Although none of our drilling units have operated in countries subject to sanctions and embargoes imposed by the U.S. government and other authorities or countries identified by the U.S. government or other authorities as state sponsors of terrorism, including Cuba, Iran, Sudan and Syria, in the future our drilling units may operate in these countries from time to time on our customers' instructions. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or CISADA, which amended the Iran Sanctions Act. Among other things, CISADA introduced limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products. In 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the United States, including conducting business in U.S. dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction Act also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years.

Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common stock may adversely affect the price at which our common stock trades. Moreover, our customers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our drilling units, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into drilling contracts with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our common stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

On November 24, 2013, the P5+1 (the United States, United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran entitled the "Joint Plan of Action" ("JPOA"). Under the JPOA it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the U.S. and EU would voluntarily suspend certain sanctions for a period of six months.

On January 20, 2014, the U.S. and E.U. indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures include, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014. The U.S. initially extended the JPOA until November 24, 2014, and has since extended it until June 30, 2015. These regulations and U.S. sanctions may be amended over time, and the U.S. retains the authority to revoke the aforementioned relief if Iran fails to meet its commitments under the JPOA.

Although it is our intention to comply with the provisions of the JPOA, there can be no assurance that we will be in compliance in the future as such regulations and U.S. Sanctions may be amended over time, and the U.S. retains the authority to revoke the aforementioned relief if Iran fails to meet its commitments under the JPOA.

The instability of the euro or the inability of Eurozone countries to refinance their debts could have a material adverse effect on our ability to fund our future capital expenditures or refinance our debt.

As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the ESM, which was activated by mutual agreement in 2013, and assumed the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries.

Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the euro. An extended period of adverse development in the outlook for European countries could make it difficult for current or potential lenders in the Eurozone to provide new loan facilities we may need to fund our future capital expenditures.

Governmental laws and regulations, including environmental laws and regulations, may add to our costs or limit our drilling activity.

Our business is affected by 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. Our ability to compete in international contract drilling markets may be limited by foreign governmental regulations that favor or require the awarding of contracts to local contractors or by regulations requiring foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. 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. Offshore drilling in certain areas has been curtailed and, in certain cases, prohibited because of concerns over protection of the environment. 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.

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 on securing contracts for the drilling units. Depending on the jurisdiction, these governmental approvals may involve public hearings and conditions that result in 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 negatively affected by compliance with any such new legislation or regulations.

We are subject to complex laws and regulations, including environmental laws and regulations that can adversely affect the cost, manner or feasibility of doing business.

Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our drilling units. These regulations include, but are not limited to, the International Maritime Organization, or IMO, International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including designation of Emission Control Areas, or ECAs, thereunder, the IMO International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended and generally referred to as SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the IMO International Convention on Load Lines of 1966, as from time to time amended, the International Convention for the Control and Management of Ships' Ballast Water and Sediments in February 2004, or the BWM Convention, the U.S. Oil Pollution Act of 1990, or OPA, requirements of the U.S. Coast Guard, or USCG, and the U.S. Environmental Protection Agency, or EPA, the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, the U.S. Clean Water Act, the U.S. Clean Air Act, the U.S. Outer Continental Shelf Lands Act, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, European Union regulations, and Brazil's National Environmental Policy Law (6938/81), Environmental Crimes Law (9605/98) and Law (9966/2000) relating to pollution in Brazilian waters.

Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. Moreover, the manner in which these laws are enforced and interpreted is constantly evolving. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions, including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil in U.S. waters, including the 200-nautical mile exclusive economic zone around the United States. An oil spill could result in significant liability, including fines, penalties and criminal liability and remediation costs for natural resource damages under other international and U.S. federal, state and local laws, as well as third-party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents and our insurance may not be sufficient to cover all such risks. As a result, claims against us could result in a material adverse effect on our business, results of operations, cash flows and financial condition.

Although our drilling units are separately owned by our subsidiaries, under certain circumstances a parent company and all of the ship-owning affiliates in a group under common control engaged in a joint venture could be held liable for damages or debts owed by one of the affiliates, including liabilities for oil spills under OPA or other environmental laws. Therefore, it is possible that we could be subject to liability upon a judgment against us or any one of our subsidiaries.

Our drilling units could cause the release of oil or hazardous substances, especially as our drilling units age. Any releases may be large in quantity, above our permitted limits or occur in protected or sensitive areas where public interest groups or governmental authorities have special interests. Any releases of oil or hazardous substances could result in fines and other costs to us, such as costs to upgrade our drilling rigs, clean up the releases, and 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.

If we are able to obtain from our customers some degree of contractual indemnification against pollution and environmental damages in our contracts, such indemnification may not be enforceable in all instances or the customer may not be financially able to comply with its indemnity obligations in all cases. In addition, we may not be able to obtain such indemnification agreements in the future.

Our insurance coverage may not be available in the future or we may not obtain certain insurance coverage. If it is available and we have the coverage, it may not be adequate to cover our liabilities. Any of these scenarios could have a material adverse effect on our business, operating results and financial condition.

Regulation of greenhouse gases and climate change could have a negative impact on our business.

Currently, emissions of greenhouse gases from ships involved in international transport are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions. As of January 1, 2013, all ships (including drilling rigs and drillships) must comply with mandatory requirements adopted by the MEPC in July 2011 relating to greenhouse gas emissions. Currently operating ships are now required to develop and implement the Ship Energy Efficiency Management Plans (SEEMPs), and the new ships to be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (EEDI). These requirements could cause us to incur additional compliance costs. The IMO is also considering the implementation of market-based mechanisms to reduce greenhouse gas emissions from ships. The European Parliament and Council of Ministers are expected to endorse regulations that would require the monitoring and reporting of greenhouse gas emissions from marine vessels in 2015. In the United States, the EPA has issued a finding that greenhouse gases endanger public health and safety and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and large stationary sources. The EPA enforces both the CAA and the international standards found in Annex VI of MARPOL concerning marine diesel engines, their emissions, and the sulphur content in marine fuel. Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures, including capital expenditures to upgrade our vessels, which we cannot predict with certainty at this time.

Because our business depends on the level of activity in the offshore oil and gas industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties or international agreements reduce the worldwide demand for oil and gas. In addition, such laws, regulations, treaties or international agreements could result in increased compliance costs or additional operating restrictions, which may have a negative impact on our business.

Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, drilling contract terminations and an adverse effect on our business.

We currently operate, and historically have operated, our drilling units outside of the United States in a number of countries throughout the world, including some with developing economies. Also, the existence of state or government-owned shipbuilding enterprises puts us in contact with persons who may be considered "foreign officials" under the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

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 coverage 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.

Military action, other armed conflicts, or terrorist attacks have caused significant increases in political and economic instability in geographic regions where we operate and where our newbuilding drillships are being constructed.

Military tension involving North and South Korea, the Middle East, Africa and other attacks, threats of attacks, terrorism and unrest, have caused instability or uncertainty in the world's financial and commercial markets and have significantly increased political and economic instability in some of the geographic areas where we operate and where we have contracted with Samsung Heavy Industries Co. Ltd., or Samsung, to build our three newbuilding drillships. Acts of terrorism and armed conflicts or threats of armed conflicts in these locations could limit or disrupt our operations, including disruptions resulting from the cancellation of contracts or the loss of personnel or assets. In addition, any possible reprisals as a consequence of ongoing military action in the Middle East, such as acts of terrorism in the United States or elsewhere, could materially and adversely affect us in ways we cannot predict at this time.

Acts of piracy have recently increased in frequency, which could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, off the coast of West Africa and in the Gulf of Aden off the coast of Somalia. Although the frequency of sea piracy worldwide decreased during 2012 to its lowest level since 2009, sea piracy incidents continue to occur, particularly in the Gulf of Aden off the coast of Somalia and increasingly in the Gulf of Guinea. If these piracy attacks result in regions in which our drilling units are deployed being characterized as "war risk" zones by insurers, or Joint War Committee "war and strikes" listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including due to employing onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention hijacking as a result of an act of piracy against our drilling units, or an increase in cost, or unavailability, of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations.

The U.S. government recently imposed legislation concerning the deteriorating situation in Somalia, including acts of piracy offshore Somalia. On April 13, 2010, the President of the United States issued an Executive Order, which we refer to as the Order, prohibiting, among other things, the payment of monies to or for the benefit of individuals and entities on the list of Specially Designated Nationals, or SDNs, published by U.S. Department of the Treasury's Office of Foreign Assets Control. Certain individuals associated with piracy offshore Somalia are currently designated persons under the SDN list. The Order is applicable only to payments by U.S. persons and not by foreign entities, such as Ocean Rig UDW Inc. Notwithstanding this fact, it is possible that the Order, and the regulations promulgated thereunder, may affect foreign private issuers to the extent that such foreign private issuers provide monies, such as ransom payments to secure the release of crews and ships in the event of detention hijackings, to any SDN for which they seek reimbursement from a U.S. insurance carrier. While additional regulations relating to the Order may be promulgated by the U.S. government in the future, we cannot predict what effect these regulations may have on our operations.

Hurricanes may impact our ability to operate our drilling units in the Gulf of Mexico or other U.S. coastal waters, which could reduce our revenues and profitability.

Hurricanes Ivan, Katrina, Rita, Gustav and Ike caused damage to a number of drilling units unaffiliated with us in the U.S. Gulf of Mexico. Drilling units that moved off their locations during the hurricanes damaged platforms, pipelines, wellheads and other drilling units. BOEM and the BSEE, the U.S. organizations that issue a significant number of relevant guidelines for the drilling units' activities, had guidelines for tie-downs on drilling units and permanent equipment and facilities attached to outer continental shelf production platforms, and moored drilling unit fitness during hurricane season. These guidelines effectively impose requirements on the offshore oil and natural gas industry in an attempt to increase the likelihood of survival of offshore drilling units during a hurricane. The guidelines also provide for enhanced information and data requirements from oil and natural gas companies that operate properties in the Gulf of Mexico region of the Outer Continental Shelf. BOEM and BSEE may issue similar guidelines for future hurricane seasons and may take other steps that could increase the cost of operations or reduce the area of operations for our ultra-deepwater drilling units, thereby reducing their marketability. Implementation of new guidelines or regulations that may apply to ultra-deepwater drilling units may subject us to increased costs and limit the operational capabilities of our drilling units. Our drilling units do not currently operate in the Gulf of Mexico or other U.S. coastal waters but may do so in the future.

Any failure to comply with the complex laws and regulations governing international trade could adversely affect our operations.

The shipment of goods, services and technology across international borders subjects us to extensive trade laws and regulations. Import activities are governed by unique customs laws and regulations in each of the countries of operation. Moreover, many countries, including the United States, control the export and re-export of certain goods, services and technology and impose related export recordkeeping and reporting obligations. Governments also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities.

The laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting our operations. Shipments can be delayed and denied export or entry for a variety of reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and regulatory regimes. Shipping delays or denials could cause unscheduled operational downtime. Any failure to comply with applicable legal and regulatory trading obligations also could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, seizure of shipments and loss of import and export privileges.

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. In addition, competitors may have greater financial, technical and personnel resources that allow them to benefit from technological advantages and implement new technologies before we can. We may not be able to implement technologies on a timely basis or at a cost that is acceptable to us.

Risks Relating to Our Company

We have substantial indebtedness, and may incur substantial additional indebtedness, which could adversely affect our financial health.

As of December 31, 2014, on a consolidated basis, we had $4.5 billion in aggregate principal amount of indebtedness outstanding. In March 2014 we issued $500.0 million aggregate principal amount of 7.25% senior unsecured notes due 2019 (the "7.25% Senior Unsecured Notes"), offered in a private placement. In July 2014, our wholly owned subsidiary, Drillships Ocean Ventures Inc., entered into a $1.3 billion Senior Secured Term Loan B with maturity in July 2021. In February 2014, we refinanced our then existing short-term Tranche B-2 Term Loans with a fungible add-on to its existing long-term Tranche B-1 Term Loans and as a result of this refinancing, the total $1.9 billion of Tranche B-1 Term Loans will mature no earlier than the third quarter of 2020.

Our substantial indebtedness could have significant adverse consequences for an investment in us and on our business and future prospects, including the following:

●

we may not be able to satisfy our financial obligations under our indebtedness and our contractual and commercial commitments, which may result in possible defaults on and acceleration of such indebtedness;

●

we may not be able to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements or other purposes;

●

we may not be able to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt;

●

we could become more vulnerable to general adverse economic and industry conditions, including increases in interest rates, particularly given our substantial indebtedness, some of which bears interest at variable rates;

●

our ability to refinance indebtedness may be limited or the associated costs may increase;

●

less leveraged competitors could have a competitive advantage because they have lower debt service requirements and, as a result, we may not be better positioned to withstand economic downturns;

●

we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions than our competitors and our management's discretion in operating our business may be limited; and

●

we may be unable to raise the funds necessary to repurchase the 6.50% senior secured notes due 2017, or our Senior Secured Notes, issued by Drill Rigs Holdings Inc., our wholly-owned subsidiary, or Drill Rigs Holdings, in September 2012 tendered to Drill Rigs Holdings if there is a change of control or event of loss or in connection with an asset sale offer, which would constitute a default under the indenture governing the Senior Secured Notes.

Each of these factors may have a material and adverse effect on our financial condition and viability. Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating income is not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. Any or all of these actions may be insufficient to allow us to service our debt obligations. Further, we may not be able to effect any of these remedies on satisfactory terms, or at all.

We may incur additional debt, which could exacerbate the risks associated with our substantial leverage.

Even with our existing level of debt, we and our subsidiaries may incur additional indebtedness in the future. In July 2014, we entered into a $1.3 billion term loan B facility to repay in full the then outstanding balances of the $1.35 billion senior secured facility. On February 13, 2015 we signed definitive loan documentation for an up to a $475.0 million syndicated secured term loan to partially finance the construction costs of the Ocean Rig Apollo . and we may incur additional indebtedness in order to fund the estimated remaining contractual obligations for the construction of the remaining three unfinanced seventh generation drillships, excluding financing costs, of $1.8 billion as of the day of this annual report. Although the terms of our existing debt agreements, and any future debt agreements we enter into, will limit our ability to incur additional debt, these terms may not prohibit us from incurring substantial amounts of additional debt for specific purposes or under certain circumstances. If new debt is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could intensify and could further exacerbate the risks associated with our substantial leverage.

The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our ability to operate our business.

Our secured credit facilities, the bond agreement governing our unsecured senior notes and the indenture governing the Senior Secured Notes impose, and future financial obligations may impose, certain operating and financial restrictions on us. These restrictions may prohibit or otherwise limit our ability to, among other things:

●

enter into other financing arrangements;

●

incur or guarantee additional indebtedness;

●

create or permit liens on our assets;

●

consummate a merger, consolidation or sale of our drilling units or the shares of our subsidiaries;

●

make investments;

●

change the general nature of our business;

●

pay dividends, redeem capital stock or subordinated indebtedness or make other restricted payments;

●

incur dividend or other payment restrictions affecting our restricted subsidiaries under the indenture governing our Senior Secured Notes;

●

change the management and/or ownership of our drilling units;

●

enter into transactions with affiliates;

●

transfer or sell assets;

●

amend, modify or change our organizational documents;

●

make capital expenditures; and

●

compete effectively to the extent our competitors are subject to less onerous restrictions.

In addition, certain of our existing secured credit facilities require us to maintain specified financial ratios and satisfy various financial covenants, including covenants related to the market value of our drilling units, capital expenditures and maintenance of a minimum amount of total available cash. Any future credit agreement or amendment or debt instrument we enter into may contain similar or more restrictive covenants. Events beyond our control, including changes in the economic and business conditions in the deepwater offshore drilling market in which we operate, may affect our ability to comply with these ratios and covenants. Our ability to maintain compliance will also depend substantially on the value of our assets, our dayrates, our ability to obtain drilling contracts, our success at keeping our costs low and our ability to successfully implement our overall business strategy. We cannot guarantee that we would be able to obtain our lenders' waiver or consent with respect to any noncompliance with the specified financial ratios and financial covenants under our various credit facilities or future financial obligations or that we would be able to refinance any such indebtedness in the event of default.

These restrictions, ratios and financial covenants in our debt agreements could limit our ability to fund our operations or capital needs, make acquisitions or pursue available business opportunities, which in turn may adversely affect our financial condition. A violation of any of these provisions could result in a default under our existing and future debt agreements which could allow all amounts outstanding thereunder to be declared immediately due and payable. This would likely in turn trigger cross-acceleration and cross-default rights under the terms of our indebtedness outstanding at such time. If the amounts outstanding under our indebtedness were to be accelerated or were the subject of foreclosure actions, we cannot assure you that our assets would be sufficient to repay in full the money owed to the lenders or to our other debt holders.

We may not be able to generate sufficient cash flow to meet our debt service and other obligations due to events beyond our control.

Our ability to make scheduled payments on our outstanding indebtedness will depend on our ability to generate cash from operations in the future. Our future financial and operating performance will be affected by a range of economic, financial, competitive, regulatory, business and other factors that we cannot control, such as general economic and financial conditions in the offshore drilling industry or the economy generally. In particular, our ability to generate steady cash flow will depend on our ability to secure drilling contracts at acceptable rates. Assuming no exercise of any options to extend the terms of our existing drilling contracts, our operating drilling units are contracted from the first quarter of 2015 to the third quarter of 2021. In addition,we has been awarded extensions of the drilling contracts for the Ocean Rig Corcovado and the Ocean Rig Mykonos by Petrobras for drilling offshore Brazil. The term of each extension is for 1,095 days. We have also signed definite documentation for a six year contract for the Ocean Rog Skyros for drilling offshore Angola and we have entered into a six wells or a minimum of a 260 days contract for the Eirik Raude for drilling offshore Falkland Islands.We cannot guarantee that that we will be able to secure employment for the Ocean Rig Santorini , our seventh generation drillship scheduled for delivery in June 2016 and the two new integrated design drillships scheduled for delivery in February 2017 and June 2017.

Furthermore, our financial and operating performance, and our ability to service our indebtedness, is also dependent on our subsidiaries' ability to make distributions to us, whether in the form of dividends, loans or otherwise. The timing and amount of such distributions will depend on our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our various debt agreements, the provisions of Marshall Islands law affecting the payment of dividends and other factors.

If our operating cash flows are insufficient to service our debt and to fund our other liquidity needs, we may be forced to take actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing our indebtedness, seeking additional capital, or any combination of the foregoing. We cannot assure you that any of these actions could be effected on satisfactory terms, if at all, or that they would yield sufficient funds to make required payments on our outstanding indebtedness and to fund our other liquidity needs. Also, the terms of existing or future debt agreements may restrict us from pursuing any of these actions. Furthermore, reducing or delaying capital expenditures or selling assets could impair future cash flows and our ability to service our debt in the future.

If for any reason we are unable to meet our debt service and repayment obligations, we would be in default under the terms of the agreements governing such indebtedness, which would allow creditors at that time to declare all such indebtedness then outstanding to be due and payable. This would likely in turn trigger cross-acceleration or cross-default rights among our other debt agreements. Under these circumstances, lenders could compel us to apply all of our available cash to repay borrowings or they could prevent us from making payments on the notes. If the amounts outstanding under our existing and future debt agreements were to be accelerated, or were the subject of foreclosure actions, we cannot assure you that our assets would be sufficient to repay in full the money owed to the lenders or to our other debt holders.

We will need to procure significant additional financing, which may be difficult to obtain on acceptable terms or at all, in order to complete the construction of our seventh generation drillships.

We have entered into contracts with Samsung Heavy Industries Co. Ltd., or Samsung, for the construction of three seventh generation drillships two of which are new integrated design drillships and all are equipped with two blow-out preventers that are scheduled to be delivered to us in June 2016, February 2017 and June 2017, respectively. The estimated total project cost for our three seventh generation drillships, excluding financing costs, is approximately $2.1 billion, of which an aggregate of approximately $1.8 billion was outstanding as of December 31, 2014. We expect to finance the remaining delivery payments of these seventh generation drillships with cash on hand, operating cash flow, equity financing and additional bank debt.We may also incur additional costs and liability to the shipyards, which may pursue claims against us under our newbuilding construction contracts and retain and sell our seventh generation drillships to third parties.

We may be unable to secure ongoing drilling contracts, including for the Ocean Rig Santorini , our seventh generation drillship to be delivered in December 2015, due to strong competition, and the contracts that we enter into may not provide sufficient cash flow to meet our debt service obligations with respect to our indebtedness.

Assuming no exercise of any options to extend the terms of our existing drilling contracts, our operating drilling units are contracted from the first quarter of 2015 to the third quarter of 2021. In addition,we has been awarded extensions of the drilling contracts for the Ocean Rig Corcovado and the Ocean Rig Mykonos by Petrobras for drilling offshore Brazil. The term of each extension is for 1,095 days. We have also signed definite documentation for a six year contract for the Ocean Rog Skyros for drilling offshore Angola and we have entered into a six wells or a minimum of a 260 days contract for the Eirik Raude for drilling offshore Falkland Islands.

Our ability to renew our existing drilling contracts or obtain new drilling contracts for our drilling units, including our our seventh generation drillship for which we have not yet secured employment, will depend on prevailing market conditions. We cannot guarantee we will be able to enter into new drilling contracts upon the expiration or termination of the contracts we have in place or at all or that there will not be a gap in employment between our current drilling contracts and subsequent contracts. In particular, if the price of crude oil is low, or it is expected that the price of crude oil will decrease in the future, at a time when we are seeking to arrange employment contracts for our drilling units, we may not be able to obtain employment contracts at attractive rates or at all.

If the rates we receive for the reemployment of our drilling units upon the expiration or termination of our existing drilling contracts are lower than the rates under our existing contracts, we will recognize less revenue from the operations of our drilling units. In addition, delays under existing drilling contracts could cause us to lose future contracts if a drilling unit is not available to start work at the agreed date. Our ability to meet our cash flow obligations will depend on our ability to consistently secure drilling contracts for our drilling units at sufficiently high dayrates. We cannot predict the future level of demand for our services or future conditions in the oil and gas industry. If the oil and gas companies do not continue to increase exploration, development and production expenditures, we may have difficulty securing drilling contracts, including for the seventh generation drillships under construction, or we may be forced to enter into drilling contracts at unattractive dayrates. Either of these events could impair our ability to generate sufficient cash flow to make principal and interest payments under our indebtedness and meet our capital expenditure and other obligations.

Construction of drillships is subject to risks, including delays and cost overruns, which could have an adverse impact on our available cash resources and results of operations.

We have entered into contracts with Samsung Heavy Industries Co. Ltd., or Samsung, for the construction of three seventh generation drillships two of which are new integrated design drillships and all are equipped with two blow-out preventers that are scheduled to be delivered to us in June 2016, February 2017 and June 2017, respectively. From time to time in the future, we may undertake additional new construction projects and conversion projects. In addition, we may 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 together with our existing construction 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 for completion of repairs or upgrades to our equipment;

●

unscheduled delays in the delivery of ordered materials and equipment or shipyard construction;

●

financial or operating difficulties experienced by equipment vendors or the shipyard;

●

unanticipated actual or purported change orders;

●

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;

●

design or engineering changes;

●

latent damages or deterioration to the hull, equipment and machinery in excess of engineering estimates and assumptions;

●

work stoppages;

●

client acceptance delays;

●

weather interference, storm damage or other events of force majeure;

●

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 newbuilding drillships. Delays in the delivery of these newbuilding drillships or the inability to complete construction in accordance with their design specifications may, in some circumstances, result in a delay in drilling contract commencement, resulting in a loss of revenue to us, and may also cause customers to renegotiate, terminate or shorten the term of a 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 or at all. Additionally, capital expenditures for drilling unit upgrades, refurbishment and construction projects could materially exceed our planned capital expenditures. Moreover, our drilling units 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.

As our current operating fleet is comprised of two ultra-deepwater drilling rigs and seven drillships, we rely heavily on a small number of customers and the loss of a significant customer could have a material adverse impact on our financial results.

As of December 31, 2014, we had seven customers for our current operating fleet of two ultra-deepwater drilling rigs and seven drillships. We are subject to the usual risks associated with having a limited number of customers for our services. Our two largest customers represented 30% and 18% of our revenues during the fiscal year ended December 31, 2014, respectively, and our seven customers represented, 100% of our revenues during the year ended December 31 2014. If our customers terminate, suspend or seek to renegotiate the drilling contracts for drilling units, as they are entitled to do under various circumstances, or cease doing business, our results of operations and cash flows could be adversely affected. Although we expect that a limited number of customers will continue to generate a substantial portion of our revenues, we will have to expand our pool of customers as we take delivery of our three newbuilding drillships and further grow our business.

Currently, our revenues depend on two ultra-deepwater drilling rigs and eight drillships, which are designed to operate in harsh environments. The damage or loss of any of our drilling units could have a material adverse effect on our results of operations and financial condition.

Our revenues are dependent on the Leiv Eiriksson , which is currently drilling in the Norwegian Continental Shelf and the Eirik Raude which is currently undergoing the acceptance testing and it is expected to commence operations for drilling offshore Falkland Islands, our drillships, the Ocean Rig Corcovado , the Ocean Rig Mylos and the Ocean Rig Mykonos , which are operating offshore Brazil and our drillships, the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Athena , which are operating offshore Angola. During 2015, the Ocean Rig Skyros is expected to commence drilling operations to offshore Angola.

Our drilling units 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 drilling rig or drillship could take a significant amount of time, and we may not have any right to compensation for lost revenues during that time. As long as we have only eight drilling units in operation, loss of or serious damage to one of the drilling units could materially reduce our revenues for the time that drilling unit is out of operation. In view of the sophisticated design of the drilling units, we may be unable to obtain a replacement unit that could perform under the conditions that our drilling units are expected to operate, which could have a material adverse effect on our results of operations and financial condition.

Our future contracted revenue for our fleet of drilling units may not be ultimately realized.

As of February 24, 2015, the future contracted revenue for our fleet of operating drilling units, or our contract backlog, was approximately $5.2 billion under firm commitments. We may not be able to perform under our drilling contracts due to events beyond our control, and our customers may seek to cancel or renegotiate our drilling contracts for various reasons, including adverse conditions, resulting in lower daily rates. Our inability, or the inability of our customers, to perform under the respective contractual obligations may have a material adverse effect on our financial position, results of operations and cash flows.

We are subject to certain risks with respect to our counterparties, including under our drilling contracts, and failure of these 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. Should a counterparty fail to honor its obligations under an agreement 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.

Most of our offshore drilling contracts may be terminated early due to certain events.

Under most of our current drilling contracts, our customers have the right to terminate the drilling contract upon the payment of an early termination or cancellation fee. However, such payments may not fully compensate us for the loss of the contract.

In addition, our drilling contracts permit our customers to terminate the contracts early without the payment of any termination fees under certain circumstances, including as a result of major non-performance, longer periods of downtime or impaired performance caused by equipment or operational issues, or sustained periods of downtime due to piracy or force majeure events beyond our control. In addition, during periods of challenging 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, we may be subject to an increased risk of our clients seeking to renegotiate the terms of their existing contracts or repudiate their contracts, including through claims of non-performance. Our customers' ability to perform their obligations under their drilling contracts with us may also be negatively impacted by the prevailing uncertainty surrounding the development of the world economy and the credit markets. If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our consolidated statement of financial position, results of operations or cash flows.

If our drilling units fail to maintain their class certification or fail any annual survey or special survey, that drilling unit would be unable to operate, thereby reducing our revenues and profitability and violating certain covenants under certain of our debt agreements.

Every drilling unit must be "classed" by a classification society. The classification society certifies that the drilling unit is "in-class," signifying that such drilling unit has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the drilling unit's country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned. Both our drilling rigs are certified as being "in class" by Det Norske Veritas. Each of our operating drillships is certified as being "in class" by American Bureau of Shipping. The Leiv Eiriksson was credited with completing its last Special Periodical Survey in April 2011 and the Eirik Raude completed the same in December 2012. Our four sixth-generation operating drillships are due for their first Special Periodical Surveys in 2016. Our four operating seventh generation drillships are due for their first Special Periodical Surveys in 2018, 2019 and 2020. If any drilling unit does not maintain its class and/or fails any annual survey or special survey, the drilling unit will be unable to carry on operations and will be unemployable and uninsurable, which could cause us to be in violation of certain covenants in certain of our debt agreements. Any such inability to carry on operations or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

Our drilling units, including our seventh generation drillships following their delivery to us, may suffer damage and we may face unexpected yard costs, which could adversely affect our cash flow and financial condition.

If our drilling units, including our seventh generation drillships following their delivery to us, suffer damage, they may need to be repaired at a yard. The costs of yard repairs are unpredictable and can be substantial. The loss of earnings while our drilling units are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings. We may not have insurance that is sufficient to cover all or any of these costs or losses and may have to pay dry docking costs not covered by our insurance.

We may not be able to maintain or replace our drilling units as they age.

The capital associated with the repair and maintenance of our fleet increases with age. We may not be able to maintain our existing drilling units to compete effectively in the market, and our financial resources may not be sufficient to enable us to make expenditures necessary for these purposes or to acquire or build replacement drilling units.

We may have difficulty managing our planned growth properly.

We intend to continue to grow our fleet. Our future growth will primarily depend on our ability to:

●

locate and acquire suitable drillships;

●

identify and consummate acquisitions or joint ventures;

●

enhance our customer base;

●

locate and retain suitable personnel for our fleet;

●

manage our expansion; and

●

obtain required financing on acceptable terms.

Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations, the possibility that indemnification agreements will be unenforceable or insufficient to cover potential losses and difficulties associated with imposing common standards, controls, procedures and policies, obtaining additional qualified personnel, managing relationships with customers and integrating newly acquired assets and operations into existing infrastructure. We may experience operational challenges as we begin operating our new drillships which may result in low earnings efficiency and/or reduced dayrates compared to maximum dayrates. We may be unable to successfully execute our growth plans or we may incur significant expenses and losses in connection with our future growth which would have an adverse impact on our financial condition and results of operations.

The market value of our current drilling units, and any drilling units we may acquire in the future, including our seventh generation drillships upon their delivery to us, may decrease, which could cause us to incur losses if we decide to sell them following a decline in their values or accounting charges that may affect our ability to comply with certain covenants in our secured credit facilities.

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 dayrates;

●

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

●

technological advances.

In the future, if the market values of our drilling units deteriorate significantly, we may be required to record an impairment charge in our financial statements, which could adversely affect our results of operations. 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, any such deterioration in the market values of our drilling units could trigger a breach of certain financial covenants under our secured credit facilities and our lenders may accelerate loan repayments. Such a charge, loss or repayment could materially and adversely affect our business prospects, financial condition, liquidity, and results of operations.

Because we generate most of our revenues 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.

Our principal currency for our operations and financing is the U.S. Dollar. A substantial portion of the operating dayrates for the drilling units, our principal source of revenues, are quoted and received in U.S. Dollars; however, a portion of our revenue under our contracts with Petroleo Brasileiro S.A., or Petrobras Brazil, for the Ocean Rig Corcovado and the Ocean Rig Mykonos is, and with Repsol Sinopec Brasil S.A., or Repsol, for the Ocean Rig Mylos is receivable in Brazilian Real. The principal currency for operating expenses 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, may be paid in Norwegian Kroner (NOK), Great British Pounds (GBP), Canadian dollars (CAD), Euros (EUR) or other currencies depending in part on the location of our drilling operations. For the year ended December 31, 2014, approximately 51% of our expenses were incurred in currencies other than the U.S. Dollars. This exposure to foreign currency could lead to fluctuations in net income and net revenue due to changes in the value of the U.S. Dollar relative to the other currencies. Revenues paid in foreign currencies against which the U.S. Dollar rises in value can decrease, resulting in lower U.S. Dollar denominated revenues. 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 have employed derivative instruments in order to economically hedge our currency exposure; however, we may not be successful in hedging our future 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.

We are dependent upon key management personnel.

Our operations depend to a significant extent upon the abilities and efforts of our key management personnel. The loss of our key management personnel's service to us could adversely affect our efforts to obtain employment for our drillships and discussions with our lenders and, therefore, could adversely affect our business prospects, financial condition and results of operations. We do not currently, nor do we intend to, maintain "key man" life insurance on any of our personnel.

Failure to attract or retain key personnel, labor disruptions or an increase in labor costs could adversely affect our operations.

We require highly skilled personnel to operate and provide technical services and support for our business in the offshore drilling sector worldwide. As of December 31, 2014, we employed 2,320 employees, the majority of whom are full-time crew employed on our drilling units. Under certain of our employment contracts, we are required to have a minimum number of local crew members on our drillships. We will need to recruit additional qualified personnel as we take delivery on our newbuilding drillships. 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 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. If these labor trends continue, we may experience further increases in costs or limits on our offshore drilling operations.

Currently, our employees in Brazil and Norway are covered by collective bargaining agreements. In the future, some of our employees or contracted labor may be covered by collective bargaining agreements in certain jurisdictions such as Nigeria and the United Kingdom. As part of the legal obligations in some of these agreements, we may be required to contribute certain amounts to retirement funds and pension plans and have restricted ability to dismiss employees. In addition, many of these represented individuals could be working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance. Labor disruptions could hinder our operations from being carried out normally and if not resolved in a timely cost-effective manner, could have a material impact our business. 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.

Our operating and maintenance costs with respect to our offshore drilling units 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.

Operating revenues may fluctuate as a function of changes in supply of offshore drilling units and demand for contract drilling services, which, in turn, affect dayrates and the utilization and performance of our drilling units. However, costs for operating drilling units are generally fixed regardless of the dayrate being earned. Therefore, our operating and maintenance costs with respect to our offshore drilling units will not necessarily fluctuate in proportion to changes in operating revenues. In addition, should our drilling units incur idle time between contracts, we typically will not de-man those drilling units but rather use the crew to prepare the units 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, 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.

In the event Samsung does not perform under its agreements with us and we are unable to enforce certain refund guarantees, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.

As of March 2, 2015, we had paid an aggregate of $280.2 million to Samsung in connection with our seventh generation drillships currently scheduled for delivery in June 2016, February 2017 and June 2017. The estimated remaining total construction payments for these three newbuilding drillships, excluding financing costs, amounted to approximately $1.8 billion in the aggregate as of December 31, 2014.

In the event Samsung does not perform under its agreements with us and we are unable to enforce certain refund guarantees with third party bankers due to an outbreak of war, bankruptcy or otherwise, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.

The derivative contracts we have entered into to hedge our exposure to fluctuations in interest rates could result in higher than market interest rates and charges against our income.

As of December 31, 2014, we had entered into interest rate swaps for the purpose of managing our exposure to fluctuations in interest rates applicable to indebtedness under our secured credit facilities, which was drawn at a floating rate based on LIBOR. Our hedging strategies, however, may not be effective and we may incur substantial losses if interest rates move materially differently from our expectations. Our existing interest rate swaps as of December 31, 2014 do not, and future derivative contracts may not, qualify for treatment as hedges for accounting purposes. We recognize fluctuations in the fair value of these contracts in our statement of operations. In addition, our financial condition could be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations under our financing arrangements, under which loans have been advanced at a floating rate based on LIBOR and for which we have not entered into an interest rate swap or other hedging arrangement. Any hedging activities we engage in may not effectively manage our interest rate exposure or have the desired impact on our financial conditions or results of operations. At December 31, 2014, the fair value of our interest rate swaps was a net liability position of $16.4 million.

An increase in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability.

Our debt under certain of our senior secured credit facilities bears interest at variable rates. We may also incur indebtedness in the future with variable interest rates. As a result, an increase in market interest rates would increase the cost of servicing our indebtedness and could materially reduce our profitability and cash flows. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial indebtedness.

A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could result in a higher 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 operating 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 United States, Canada, the U.K., Brazil, Angola, Cyprus, Ghana, Netherlands, Ivory Coast, Tanzania, Falkland Islands, Ireland, Sierra Leone, Gabon, West Africa, Equatorial Guinea or Norway, our effective tax rate on our worldwide earnings could increase substantially and our earnings and cash flows from our operations could be materially adversely affected.

Our subsidiaries are subject to taxation in the jurisdictions in which their offshore drilling activities are conducted. Such taxation results in decreased earnings available to our shareholders.

United States tax authorities may treat us as a "passive foreign investment company" for United States federal income tax purposes, which may have adverse tax consequences to U.S. shareholders.

A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income". For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received 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." U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

We do not believe that we are currently a PFIC, although certain of our wholly-owned subsidiaries may have been classified as PFICs at any time through the conclusion of the 2008 taxable year. Based on our current operations and future projections, we do not believe that we or any of our subsidiaries have been, are or will be a PFIC with respect to any taxable year beginning with the 2009 taxable year.

However, no assurance can be given that the U.S. Internal Revenue Service, or IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we or one of our subsidiaries is a PFIC. Moreover, no assurance can be given that we or one of our subsidiaries would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of its operations.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders will face adverse U.S. tax consequences. Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders, as discussed below under "Taxation—U.S. Federal Income Tax Considerations"), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of the common shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of the common shares. In the event that our shareholders face adverse U.S. tax consequences as a result of investing in our common shares, this could adversely affect our ability to raise additional capital through the equity markets. See "Taxation—U.S. Federal Income Tax Considerations" for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.

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. 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.

Investor confidence may be adversely impacted if we are unable to comply with Section 404 of the Sarbanes-Oxley Act of 2002.

We have implemented procedures in order to meet the evaluation requirements of Rules 13a-15(c) and 15d-15(c) under the Securities Exchange Act of 1934, or the Exchange Act, for the assessment under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404. Section 404 requires us to include in our annual reports on Form 20-F (i) our management's report on, and assessment of, the effectiveness of our internal controls over financial reporting and (ii) our independent registered public accounting firm's attestation to and report on the effectiveness of our internal controls over financial reporting in our annual report. If we fail to maintain the adequacy of our internal controls over financial reporting, we will not be in compliance with all of the requirements imposed by Section 404. Any failure to comply with Section 404 could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could harm our business.

We and many of our subsidiaries are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by our second amended and restated articles of incorporation and second amended and restated bylaws and by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholders' rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

It may not be possible for investors to enforce U.S. judgments against us.

We and all but one of our subsidiaries are incorporated in jurisdictions outside the United States and a substantial portion of our assets and those of our subsidiaries are located outside the United States. In addition, all of our directors and officers reside outside the United States and a substantial portion of the assets of our directors and officers are located outside the United States. As a result, it may be difficult or impossible for U.S. investors to serve process within the United States upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries and directors and officers are located (i) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries and directors and officers based upon the civil liability provisions of applicable U.S. federal and state securities laws or (ii) would enforce, in original actions, liabilities against us or our subsidiaries and directors and officers based on those laws.

We depend on officers and directors who are associated with affiliated companies which may create conflicts of interest.

Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders. However, our Chairman, President and Chief Executive Officer, Mr. George Economou, is also the Chairman, President and Chief Executive Officer of DryShips, our parent company, and has significant shareholdings in DryShips. In addition, our Executive Vice President, Mr. Anthony Kandylidis is also the Executive Vice President of Dryships. Mr. Economou has fiduciary duties to manage the business of DryShips in a manner beneficial to DryShips and its shareholders and may have conflicts of interest in matters involving or affecting us and our customers or shareholders. In addition, Messrs. Economou and Kandylidis may have conflicts of interest when faced with decisions that could have different implications for DryShips than they do for us. The resolution of these conflicts may not always be in our best interest or that of our shareholders and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

In addition, we have engaged Cardiff Drilling to provide consulting and other services relating to our drilling units. The capital stock of Cardiff Drilling is owned Mr. Economou. We have also engaged Vivid Finance Ltd., or Vivid Finance, a company controlled by Mr. Economou, to act as a consultant on financing matters relating to us and our subsidiaries. If any of these conflicts of interest are not resolved in our favor, this could have a material adverse effect on our business.

Furthermore, the indenture governing our Senior Secured Notes contains restrictions on our ability and the ability of our Restricted Subsidiaries (as defined in the indenture), including Drill Rigs Holdings, the issuer of the Senior Secured Notes, to engage in transactions with, or make certain payments to, affiliates. These restrictions do not prohibit us or any Restricted Subsidiary from entering into a management agreement with an affiliate, including DryShips and any of its subsidiaries, for the provision of drilling unit management services (and the making of payments thereunder) that is entered into in the ordinary course of business and that is in line with industry standards, so long as such agreement has been approved by a majority of the disinterested directors.

Because the Public Company Accounting Oversight Board is not currently permitted to inspect our independent accounting firm, you may not benefit from such inspections.

Auditors of U.S. public companies are required by law to undergo periodic Public Company Accounting Oversight Board, PCAOB, inspections that assess their compliance with U.S. law and professional standards in connection with performance of audits of financial statements filed with the SEC. Certain European Union countries, including Greece, do not currently permit the PCAOB to conduct inspections of accounting firms established and operating in such European Union countries, even if they are part of major international firms. Accordingly, unlike for most U.S. public companies, the PCAOB is prevented from evaluating our auditor's performance of audits and its quality control procedures, and, unlike stockholders of most U.S. public companies, we and our stockholders are deprived of the possible benefits of such inspections.

We are a "foreign private issuer", which could make our common shares less attractive to some investors or otherwise harm our stock price.

We are a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act. As a "foreign private issuer" the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Securities and Exchange Act of 1934, as amended, or the Exchange Act. We are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence. In addition, our officers and directors are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities. Our exemption from the rules of Section 16 of the Exchange Act regarding sales of ordinary shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Accordingly there may be less publicly available information concerning us than there is for other U.S. public companies. These factors could make our common shares less attractive to some investors or otherwise harm our stock price.

Risks Relating to Our Common Shares

We cannot assure you that an active and liquid public market for our common shares will continue.

Our common shares commenced "regular way" trading on the NASDAQ Global Select Market on October 6, 2011 and commenced trading in the Norwegian OTC market maintained by the Norwegian Security Dealers Association in December 2010. We cannot assure you that an active and liquid public market for our common shares will continue.

Since 2008, the U.S. stock market has experienced extreme price and volume fluctuations. In addition, the offshore drilling industry has been highly unpredictable and volatile. If the volatility in the market or the offshore drilling industry continues or worsens, it could have an adverse effect on the market price of our common stock and may impact a potential sale price if holders of our common stock decide to sell their shares.

The market price of our common stock may be influenced by many factors, many of which are beyond our control, including those described above in "—D. Risk Factors" and the following:

●

actual or anticipated variations in our operating results;

●

changes in our cash flow, EBITDA or earnings estimates;

●

changes in the price of oil;

●

publication of research reports about us or the industry in which we operate;

●

increases in market interest rates that may lead purchasers of common shares to demand a higher expected yield which, would mean our share price would fall;

●

changes in applicable laws or regulations, court rulings and enforcement and legal actions;

●

changes in market valuations of similar companies;

●

announcements by us or our competitors of significant contracts, acquisitions or capital commitments;

●

adverse market reaction to any increased indebtedness we incur in the future;

●

additions or departures of key personnel;

●

actions by institutional stockholders;

●

speculation in the press or investment community;

●

terrorist attacks;

●

economic and regulatory trends; and

●

general market conditions.

As a result of these and other factors, investors in our common stock may not be able to resell their shares at or above the price they paid for such shares or at all. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

Future sales of our common shares could have an adverse effect on our share price.

In order to finance the currently contracted and future growth of our fleet, we will have to incur substantial additional indebtedness and possibly issue additional equity securities. Future common share issuances, directly or indirectly through convertible or exchangeable securities, options or warrants, will generally dilute the ownership interests of our existing common stockholders, including their relative voting rights, and could require substantially more cash to maintain the then existing level, if any, of our dividend payments to our common stockholders, as to which no assurance can be given. Preferred shares, if issued, will generally have a preference on dividend payments, which could prohibit or otherwise reduce our ability to pay dividends to our common stockholders. Our debt will be senior in all respects to our common shares, will generally include financial and operating covenants with which we must comply and will include acceleration provisions upon defaults thereunder, including our failure to make any debt service payments, and possibly under other debt. Because our decision to issue equity securities or incur debt in the future will depend on a variety of factors, including market conditions and other matters that are beyond our control, we cannot predict or estimate the timing, amount or form of our capital raising activities in the future. Such activities could, however, cause the price of our common shares to decline significantly.

As of March 2, 2015, DryShips owned 78,301,755, or approximately 59.2%, of our outstanding common shares, our Chairman, President and Chief Executive Officer, Mr. George Economou, was deemed to beneficially own 5,993,289, or approximately 4.5% of our outstanding common shares and our Executive Vice President, Mr. Anthony Kandylidis, was deemed to beneficially own 1,684,512, or 1.3%, of our outstanding common shares. The common shares held by DryShips and beneficially owned by Mr. Economou are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act of 1933, as amended, or the Securities Act, and may not be transferred unless they have been registered under the Securities Act or an exemption from registration is available. Upon satisfaction of certain conditions, Rule 144 permits the sale of certain amounts of restricted securities six months following the date of acquisition of the restricted securities from us. As our common shares become eligible for sale under Rule 144, the volume of sales of our common shares on applicable securities markets may increase, which could reduce the market value of our common shares.

DryShips, our parent company, controls the outcome of matters on which our shareholders are entitled to vote.

As of March 2, 2015, DryShips owned approximately 59.2%, of our outstanding common shares. DryShips will control the outcome of matters on which our shareholders are entitled to vote, including the election of directors and other significant corporate actions. DryShips's interests may be different from your interests and the commercial goals of DryShips as a shareholder, and our goals, may not always be aligned. The substantial equity interests owned by DryShips may make it more difficult for us to maintain our business independence from other companies owned by DryShips and DryShips's affiliates.

Anti-takeover provisions contained in our organizational documents could make it difficult for our shareholders to replace or remove our current board of directors or have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our securities.

Several provisions of our second amended and restated articles of incorporation and second amended and restated bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.

These provisions include:

●

authorizing our board of directors to issue "blank check" preferred shares without shareholder approval;

●

providing for a classified board of directors with staggered, three-year terms;

●

prohibiting cumulative voting in the election of directors;

●

authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding common shares entitled to vote generally in the election of directors;

●

limiting the persons who may call special meetings of shareholders; and

●

establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.

In addition, we entered into an Amended and Restated Stockholder Rights Agreement that makes it more difficult for a third party to acquire us without the support of our board of directors. Under the Amended and Restated Stockholder Rights Agreement, our board of directors declared a dividend of one preferred share purchase right, or a right, to purchase one one-thousandth of a share of our Series A Participating Preferred Shares for each of our outstanding common shares. Each right entitles the registered holder, upon the occurrence of certain events, to purchase from us one one-thousandth of a share of Series A Participating Preferred Shares. The rights may have anti-takeover effects. The rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage any attempt to acquire us. Because our board of directors will be able to approve a redemption of the rights or a permitted offer, the rights should not interfere with a merger or other business combination approved by our board of directors.

Although the BCA does not contain specific provisions regarding "business combinations" between corporations organized under the laws of the Republic of Marshall Islands and "interested shareholders," our second amended and restated articles of incorporation include provisions that prohibit us from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person became an interested shareholder, unless:

●

prior to the date of the transaction in which the person became an interested shareholder, our board of directors approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder;

●

upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting stock outstanding at the time the transaction commenced;

●

at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder; or

●

the shareholder became an interested shareholder prior to the consummation of our initial public offering under the Securities Act.

For purposes of these provisions, a "business combination" includes mergers, consolidations, exchanges, asset sales, leases and other transactions resulting in a financial benefit to the interested shareholder and an "interested shareholder" is any person or entity that beneficially owns 15% or more of our outstanding voting stock and any person or entity affiliated with or controlling or controlled by that person or entity, other than DryShips, provided, however, that the term "interested shareholder" does not include any person whose ownership of shares in excess of the 15% limitation is the result of action taken solely by us; provided that such person shall be an interested shareholder if thereafter such person acquires additional shares of our voting shares, except as a result of further action by us not caused, directly or indirectly, by such person. Further, the term "business combination", when used in reference to us and any "interested shareholder" does not include any transactions for which definitive agreements were entered into prior to May 3, 2011, the date the second amended and restated articles of incorporation were filed with the Republic of the Marshall Islands.

Item 4. Information on the Company

A. History and Development of the Company

Ocean Rig UDW Inc., a corporation organized under the laws of the Republic of the Marshall Islands, was formed on December 10, 2007 under the name Primelead Shareholders Inc. Primelead Shareholders Inc. was formed in December 2007 for the purpose of acquiring the shares of our predecessor, Ocean Rig ASA, which was incorporated in September 1996 under the laws of Norway. We acquired control of Ocean Rig ASA on May 14, 2008. Prior to the private offering of our common shares in December 2010, discussed below, we were a wholly-owned subsidiary of DryShips. Our shares commenced trading on the NASDAQ Global Select Market under the symbol "ORIG" on October 6, 2011. As of March 2, 2015, DryShips, our parent company, owned approximately 59.2% of our outstanding common shares. Each of our drilling units is owned by a separate wholly-owned vessel-owning subsidiary.

We maintain our principal executive offices at 10 Skopa Street, Tribune House, 2nd Floor, Office 202, CY 1075, Nicosia, Cyprus and our telephone number at that address is +357 22767517. Our website address is www.ocean-rig.com. Information contained on our website does not constitute part of this annual report.

Business Development

In March 2009, DryShips contributed to us all of its equity interests in the newbuilding vessel-owning companies of the Ocean Rig Poseidon and Ocean Rig Mykonos . In May 2009, we acquired the equity interests of Drillships Holdings Inc., the owner of the Ocean Rig Corcovado and the Ocean Rig Olympia , from third parties and entities affiliated with our Chairman, President and Chief Executive Officer and, in exchange, we issued to the sellers common shares equal to 25% of our total issued and outstanding common shares as of May 15, 2009. In July 2009, DryShips acquired the remaining 25% of our total issued and outstanding capital stock from the minority interests held by third parties and entities controlled by our Chairman, President and Chief Executive Officer for a $50.0 million cash payment and the issuance of Series A Convertible Preferred Shares of DryShips with an aggregate face value of $280.0 million, following which we became a wholly-owned subsidiary of DryShips.

On December 21, 2010, we completed the sale of an aggregate of 28,571,428 of our common shares (representing approximately 22% of our then outstanding common shares) in an offering made to both non-U.S. persons in Norway in reliance on Regulation S under the Securities Act and to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act at a price of $17.50 per share, or the 2010 Private Offering. A company controlled by our Chairman, President and Chief Executive Officer, Mr. Economou, purchased 2,869,428 common shares, or 2.38% of our outstanding common shares, in the 2010 Private Offering at the offering price of $17.50 per share. Following the completion of the 2010 Private Offering, DryShips owned approximately 78% of our outstanding common shares.

On April 27, 2011, we completed the issuance of $500.0 million aggregate principal amount of 9.5% senior unsecured notes due 2016 offered in a private offering to eligible purchasers, or the 2011 Unsecured Bond Offering.

On August 26, 2011, we commenced an offer to exchange up to 28,571,428 shares of our new common stock that were registered under the Securities Act pursuant to a registration statement on Form F-4 (Registration No. 333-175940), for an equivalent number of our common shares previously sold in the 2010 Private Offering, or the Exchange Offer. On September 29, 2011, an aggregate of 28,505,786 common shares were exchanged in the Exchange Offer.

On October 5, 2011, DryShips completed the partial spin off of us by distributing an aggregate of 2,967,291 of our common shares, representing approximately a 2.25% stake in us, after giving effect to the treatment of fractional shares, on a pro rata basis to DryShips's shareholders of record as of September 21, 2011. In lieu of fractional shares, DryShips's transfer agent aggregated all fractional shares that would otherwise be distributable to DryShips's shareholders and sold a total of 105 common shares on behalf of those shareholders who would otherwise be entitled to receive a fractional share of our Company. Following the distribution, each such shareholder received a cash payment in an amount equal to its pro rata share of the total net proceeds of the sale of fractional shares. On September 19, 2011, our common shares commenced "when issued" trading on the NASDAQ Global Select Market under the ticker "ORIGV." Our common shares commenced "regular way" trading on the NASDAQ Global Select Market under the ticker symbol "ORIG" on October 6, 2011.

On September 20, 2012, Drill Rigs Holdings, our wholly-owned subsidiary, completed the issuance of $800 million of aggregate principal amount of Senior Secured Notes in an offering made to both non-U.S. persons in reliance on Regulation S under the Securities Act and to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act, or the 2012 Secured Bond Offering.

On July 12, 2013, our wholly-owned subsidiaries, Drillships Financing Holding Inc. and Drillships Projects Inc., entered into a $1.8 billion senior secured term loan facility, comprised of tranche B-1 term loans in an aggregate principal amount equal to $975.0 million and tranche B-2 term loans in an aggregate principal amount equal to $825.0 million. On February 7, 2014, our wholly-owned subsidiaries, Drillships Financing Holding Inc and Drillships Projects Inc., refinanced its existing short-term Tranche B-2 Term Loans with a fungible add-on to its existing long-term Tranche B-1 Term Loans. As a result of this refinancing, the total $1.9 billion of Tranche B-1 Term Loans will mature no earlier than the third quarter of 2020.

On March 26, 2014, we issued $500.0 million aggregate principal amount of 7.25% senior unsecured notes due 2019, offered in a private placement, resulting in net proceeds of approximately $493.6 million and together with cash on hand we repurchased the previously issued 9.5% Senior Unsecured Notes.

On July 25, 2014, our wholly owned subsidiary, Drillships Ocean Ventures Inc., entered into a $1.3 billion Senior Secured Term Loan B facility and refinanced the $1.35 billion Senior Secured Credit Facility.

As of March 2, 2015, we had 132,317,178 common shares outstanding and DryShips owned 78,301,755 shares, or 59.2%, of our outstanding common shares.

Capital Expenditures

During the years ended December 31, 2010 and 2011, our principal capital expenditures related to construction and construction-related expenses in connection with the construction of our sixth generation ultra-deepwater drillships, the Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Mykonos , which were delivered to us on January 3, 2011, March 30, 2011, July 28, 2011 and September 30, 2011, respectively. The total cost of construction and construction related expenses for the Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Mykonos amounted to approximately $755.7 million, $756.9 million, $791.8 million and $784.4 million, respectively. Construction related expenses include equipment purchases, commissioning, supervision and commissions to related parties, excluding financing costs.

During the year ended December 31, 2012 and 2013, our principal capital expenditures related to construction expenses mainly in connection with the construction of our seventh generation drillships, the Ocean Rig Mylos , which was delivered in August 2013, the Ocean Rig Skyros , which was delivered in December 2013 and the Ocean Rig Santorini scheduled to be delivered in June 2016. The total cost of construction and construction related expenses for the Ocean Rig Mylos and Ocean Rig Skyros amounted to approximately $718.3 million and $724.4 million, respectively. During the year ended December 31, 2014 and 2015 to date, our principal capital expenditures related to construction expenses in connection with the construction of our seventh generation drillships, the Ocean Rig Athena , which was delivered in March 2014 with total cost of construction and construction related expenses amounted to approximately $728.6 million, the Ocean Rig Apollo, which was delivered in March 2015 with total cost of construction and construction related expenses amounted to approximately $712.3 million and the Ocean Rig Santorini scheduled to be delivered in June 2016, and the two new integrated design drillships scheduled for delivery in February 2017 and June 2017, respectively. For more information on our seventh generation drillships, please see "—B. Business Overview— Newbuilding Drillships and Options to Purchase Newbuilding Drillships." As of December 31, 2014, we had paid an aggregate of $280.2 million to Samsung in connection with our three unfinanced seventh generation drillships currently scheduled for delivery in June 2016, February 2017 and June 2017. The remaining total construction payments for these three unfinanced newbuilding drillships, excluding financing costs, amounted to approximately $1.8 billion in the aggregate as of December 31, 2014. We plan to finance these remaining payments with cash on hand, new debt or equity financing, which we have not yet secured in full. We cannot be certain that we will be able to obtain the additional financing we need to complete the acquisition of our seventh generation drillships on acceptable terms or at all.

B. Business Overview

We are an international offshore drilling contractor providing oilfield services for offshore oil and gas exploration, development and production drilling and specializing in the ultra-deepwater and harsh-environment segment of the offshore drilling industry. We seek to utilize our high-specification drilling units to the maximum extent of their technical capability and we believe that we have earned a reputation for operating performance excellence, customer service and safety.

We, through our wholly-owned subsidiaries, currently own and operate two modern, fifth generation ultra-deepwater semisubmersible offshore drilling rigs, the Leiv Eiriksson and the Eirik Raude , four sixth generation advanced capability ultra-deepwater drillships, the Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Mykonos , delivered in January 2011, March 2011, July 2011 and September 2011, respectively and four seventh generation drillships, the Ocean Rig Mylos , the Ocean Rig Skyros , the Ocean Rig Athena and the Ocean Rig Apollo , delivered in August 2013, December 2013, March 2014 and March 2015, respectively by Samsung. The Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Mykonos are "sister-ships" constructed by Samsung to the same high-quality vessel design and specifications and are capable of drilling in water depths of 10,000 feet. The design of our seventh generation drillships reflects additional enhancements that, with the purchase of additional equipment, will enable the drillships to drill in water depths of 12,000 feet. The Ocean Rig Mylos , the Ocean Rig Skyros , the Ocean Rig Athena , the Ocean Rig Apollo and the newbuilding drillship Ocean Rig Santorini , which is equipped with two blow out preventers (BOPs) are "sister ships" constructed by Samsung to the same high – quality drillship design and specifications, while the remaining two seventh generation newbuilding drillships are new integrated design and are equipped with two BOPs.We believe that owning and operating "sister-ships" helps us maintain our cost efficient operations on a global basis through the shared inventory and use of spare parts and the ability of our offshore maritime crews to work seamlessly across all of our drillships.

We have additional newbuilding contracts with Samsung for the construction of three seventh generation drillships, the Ocean Rig Santorini scheduled to be delivered in June 2016 will be "sister ship" to our operating drillships, and the other two are new integrated design drillships scheduled for delivery in February 2017 and June 2017, respectively. The design of our seventh generation drillships reflects additional enhancements that, with the purchase of additional equipment, will enable the drillships to drill in water depths of 12,000 feet. We currently have a team overseeing the construction of the newbuilding drillships at Samsung to help ensure that those drillships are built on time, to our exact drillship specifications and on budget, as was the case for our operating drillships. The estimated remaining total construction payments for these drillships, excluding financing costs, amounted to approximately $1.8 billion in the aggregate as of December 31, 2014. To date, the construction of these three newbuiding drillships is on budget and no time delays on delivery are expected.

We employ our drilling units primarily on a dayrate basis for periods of between two months and three years to drill wells for our customers, typically major oil companies, integrated oil and gas companies, state-owned national oil companies and independent oil and gas companies.

We believe that our operating drillships, the Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon, the Ocean Rig Mykonos , the Ocean Rig Mylos, the Ocean Rig Skyros, the Ocean Rig Athena and the Ocean Rig Apollo, as well as our three seventh generation drillships under construction, are among the most technologically advanced drillships in the world. The S10000E design, used for our operating drillships, was originally introduced in 1998 and has been widely accepted by customers. Including our operating drillships, a total of 56 drillships have been ordered using this base design, of which 35 have been delivered, as of February 2013, including the Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Mykonos . Among other technological enhancements, our drillships are equipped with dual activity drilling technology, which involves two drilling systems using a single derrick that permits two drilling-related operations to take place simultaneously. We estimate this technology saves between 15% and 40% in drilling time, depending on the well parameters. Each of our operating drillships is capable of drilling 40,000 feet at water depths of 10,000 feet and our seventh generation drillships will have the capacity to drill 40,000 feet at water depths of 12,000 feet.

Our Fleet

Set forth below is summary information concerning our offshore drilling units as of February 24, 2015.

Drilling Unit

Year Built or

Scheduled

Delivery/

Generation

Water

Depth to the

Wellhead

(ft)

Drilling

Depth to the

Oil Field

(ft)

Customer

Expected Contract Term(1)

Average

Maximum

Dayrate

Drilling

Location

Operating Drilling Rigs

Leiv Eiriksson

2001/5th

10,000

30,000

Rig Management Norway AS(2)

Q2 2013–Q1 2016

$545,000

Norwegian Continental Shelf

Eirik Raude

2002/5th

10,000

30,000

Premier Oil Exploration and Production Ltd.(3)

Q1 2015 – Q4 2015

$561,350

Falkland Islands

Operating Drillships

Ocean Rig Corcovado

2011/6th

10,000

40,000

Petroleo Brasileiro S.A.

Q2 2012–Q2 2015

$ 439,402

(4)

Brazil

Petroleo Brasileiro S.A.

Q2 2015–Q2 2018

$523,306

(5)

Brazil

Ocean Rig Olympia

2011/6th

10,000

40,000

Total E&P Angola

Q3 2012–Q3 2015(6)

$585,437

Angola

ENI Angola S.p.A.(7)

Q4 2015-Q4 2015

$355,000

Angola

Ocean Rig Poseidon

2011/6th

10,000

40,000

ENI Angola S.p.A.

Q2 2013–Q2 2016

$690,300

(8)

Angola

ENI Angola S.p.A.(10)

Q2 2016-Q2 2017

$539,150

Angola

Ocean Rig Mykonos

2011/6th

10,000

40,000

Petroleo Brasileiro S.A.

Q1 2012–Q1 2015

$ 433,044

(4)

Brazil

Petroleo Brasileiro S.A.

Q1 2015–Q1 2018

$514,090

(5)

Brazil

Ocean Rig Mylos

2013/7th

12,000

40,000

Repsol Sinopec Brasil S.A.

Q3 2013–Q3 2016

$637,270

(9)

Brazil

Ocean Rig Skyros

2013/7th

12,000

40,000

ENI Angola S.p.A.(7)

Q2 2015-Q3 2015

$355,000

Nigeria, Angola

Total E&P Angola

Q4 2015-Q3 2021

$592,834

Angola

Ocean Rig Athena

2014/7th

12,000

40,000

ConocoPhillips Angola 36 & 37 Ltd

Q1 2014–Q2 2017

$662,523

(10)

Angola

Ocean Rig Apollo

Q1 2015/7th

12,000

40,000

Total E&P Congo

Q1 2015-Q2 2018

$594,646

(11)

West Africa

Newbuilding Drillships

Ocean Rig Santorini

Q2 2016/7th

12,000

40,000

Ocean Rig TBN#1

Q1 2017/7th

12,000

40,000

Ocean Rig TBN#2

Q2 2017/7th

12,000

40,000

(1) Not including the exercise of any applicable options to extend the term of the contract.

(2) Rig Management Norway is the coordinator for the consortium under the contract. The contract has a minimum duration of 1,070 days and includes three options of up to six wells each that must be exercised prior to the expiration of the firm contract period in the first quarter of 2016.

(3) The contract has a minimum duration of 260 days and includes two options of up to eight wells each, the first of which must be exercised prior to the commencement of the contract and the other one must be exercised before the expiration of the firm and option contract period.

(4) Approximately 20% of the maximum dayrates are service fees paid to us in Brazilian Real (R$). The maximum dayrate disclosed in this table is based on the February 24, 2015 exchange rate of R$2.87:$1.00.

(5) We have been awarded extensions of the drilling contracts for the Ocean Rig Corcovado and the Ocean Rig Mykonos by Petrobras for drilling offshore Brazil. The term of each extension is for 1,095 excluding reimbursement by Petrobras for contract related equipment upgrades. The new contracts will commence in direct continuation from the end of the current agreements with Petrobras, in the first and second quarter of 2015, respectively.

(6) Total E&P Angola has notified us its intentions to redeliver the Ocean Rig Olympia on completion of its present well expected in the first quarter of 2015 and ahead of the contractual redelivery date of August 2015. We are presently in discussions with Total EP Angola and intend to legally defend our rights should we fail to reach an amicable solution.

(7) On January 8, 2015, we, entered into an Omnibus Agreement with ENI Angola S.p.A pursuant to which pursuant to which ENI has exercised its option to extend the contract for the drillship Ocean Rig Poseidon for a further one year until the second quarter of 2017. As part of the contract extension for the Ocean Rig Poseidon, Ocean Rig has agreed to adjust the existing dayrate of the Ocean Rig Poseidon contract in exchange for ENI agreeing to enter into two contracts (the "ENI contracts") for the employment of one or more of Ocean Rig's available drillships in West Africa starting in the first quarter of 2015 for an aggregate period of approximately 8 months. The Agreement outlined above remains subject to customary closing conditions including the approval by national authorities which we expect will be obtained before the end of the first quarter of 2015.

(8) The maximum dayrate of $690,300 is the average maximum dayrate applicable during the initial three-year term of the contract. Under the contract, the initial maximum dayrate of $670,000 will increase annually at a rate of 3%, beginning twelve months after the commencement date, during the term of the contract. ENI has the option to extend the term of the contract by two optional periods of one-year each.

(9) On November 4, 2013 the Ocean Rig Mylos commenced drilling operations with Repsol at an average maximum dayrate of approximately $637,270 over the initial term of the contract. Under the contract, Repsol has options to extend the contract for up to two years beyond the initial three-year contract period.

(10) On June 7, 2014, the Ocean Rig Athena commenced drilling operations with ConocoPhillips at an average maximum dayrate of $662,523 which is the average maximum dayrate applicable during the initial three-year term of the contract. Under the contract, the initial maximum dayrate is subject to a fixed annual escalation of approximately 6% during the contract period. Under the contract, ConocoPhillips has the option to extend the initial contract period by up to two years.

(11) The maximum dayrate of approximately $594,646 is the average maximum dayrate applicable during the initial three-year term of the contract. Under the contract, the initial maximum dayrate of $580,000 is subject to a fixed escalation of 2% during the contract period. Under the contract, the counterparty has the option to extend the initial contract period by up to two years.

Newbuilding Drillships

We have entered into contracts for the construction of three seventh generation drillships, two of which are new integrated design drillships and all are equipped with two blow-out preventers, scheduled for delivery in June 2016, February 2017 and June 2017, respectively, in connection with which we had made total payments of $280.2 million to Samsung, as of December 31, 2014. The estimated total project cost for these drillships is approximately $2.1 billion.

Employment of Our Fleet

Employment of Our Drilling Rigs

The Leiv Eiriksson commenced a drilling contract in April 2013 with a consortium coordinated by Rig Management Norway, or Rig Management, for the drilling of 15 wells on the Norwegian Continental Shelf at a maximum dayrate of $545,000. We received approximately $83.0 million under the contract to cover mobilization and fuel costs as well as the cost of equipment upgrades to operate in the Norwegian Continental Shelf. The contract has a minimum duration of 1,070 days and includes three options of up to six wells each that must be exercised prior to the expiration of the firm contract period in the first quarter of 2016.

The Eirik Raude is currently undergoing the acceptance testing and it is expected to commence a six well drilling contract for drilling offshore Falkland Islands with Premier Oil Exploration and Production Ltd, or Premier, with a duration of approximately 260 days at a maximum dayrate of $561,350 under the initial term of the contract, plus a mobilization fee of $18.0 million. Under the contract, Premier has two options to extend the term of the contract by 8 additional wells each.

Employment of Our Drillships

The Ocean Rig Corcovado is currently employed under a three-year drilling contract, plus a mobilization period with Petrobras Brazil for drilling operations offshore Brazil at a maximum dayrate of $ 439,402 (including service fees of $ 67,722 per day, based on the contracted rate in Real per day and the February 24, 2015 exchange rate of R$2.87:USD $1.00), plus a mobilization fee of $30.0 million. The contract has been extended for 1,095 at an average dayrate of $523,306, plus reimbursement by Petrobras for contract related equipment upgrades of $30.0 million.

The Ocean Rig Olympia commenced a three-year drilling contract with Total E&P Angola in July 2012 for drilling operations offshore West Africa at a maximum dayrate of $ 585,437, plus mobilization and demobilization fees of $9.0 million and $3.5 million, respectively, plus the cost of fuel. Total E&P Angola has notified us its intentions to redeliver the Ocean Rig Olympia on completion of its present well expected in the first quarter of 2015 and ahead of the contractual redelivery date of August 2015. We are presently in discussions with Total EP Angola and intend to legally defend our rights should we fail to reach an amicable solution. The Ocean Rig Olympia will be employed under the ENI contracts for drilling operations offshore Angola in November 2015 with an estimated backlog of approximately $21.7 million .

The Ocean Rig Poseidon commenced a three-year drilling contract with ENI Angola S.p.A., or ENI, in May 2013 for drilling operations offshore Angola at a maximum dayrate of $690,300, which is the average maximum dayrate applicable during the initial three-year term of the contract. During the term of the contract, the initial maximum dayrate of $670,000 will increase annual at a rate of 3%, beginning twelve months after the commencement date. The contract also includes a mobilization rate of $656,600 per day, plus reimbursement for the cost of fuel, and a demobilization fee of $5.0 million. In January 2015, ENI has exercised its option to extend the contract for the drillship Ocean Rig Poseidon for a further one year until the second quarter of 2017 with an adjusted dayrate in exchange of the ENI contracts. The new average maximum dayrate, under the extension, will be $539,750.

The Ocean Rig Mykonos commenced a three-year drilling contract, plus a mobilization period, with Petrobras Brazil, on September 30, 2011, for drilling operations offshore Brazil at a maximum dayrate of $ 433,044 (including service fees of $ 65,404 per day, based on the contracted rate in Real and the February 24, 2015 exchange rate of R$2.87: $1.00), plus a mobilization fee of $30.0 million. The contract is scheduled to expire in March 2015. The contract has been extended for 1,095 at an average dayrate of $514,090 , plus reimbursement by Petrobras for contract related equipment upgrades of $30.0 million.

The Ocean Rig Mylos commenced a three-year drilling contract with Repsol for drilling operations offshore Brazil in August 2013 at a maximum dayrate of $ 637,270, which is the average maximum dayrate applicable during the initial three-year term of the contract, plus a mobilization fee of $40.0 million. Under the contract, Repsol has options to extend the contract for one year beyond the initial three-year contract period.

The Ocean Rig Skyros, which is currently idle, will be employed under the ENI contracts for drilling operations offshore Nigeria and Angola in March 2015 with an estimated backlog of approximately $68.6 million. In November 2015, the Ocean Rig Skyros will commence its six year contract with Total for drilling operations offshore Angola. Under the contract, we are entitled to a maximum dayrate of approximately $592,834, which is the average maximum dayrate applicable during the initial six-year term of the contract, plus mobilization fees of $20 million. Under the contract, the initial maximum dayrate is subject to a fixed annual escalation of 2% during the contract period.

The Ocean Rig Athena commenced a three-year drilling contract with ConocoPhillips for drilling operations offshore Angola in March 2014 at a maximum dayrate of $ 662,523, which is the average maximum dayrate applicable during the initial three-year term of the contract, plus a lump-sum mobilization fee of $35.2 million, exclusive of fuel costs. Under the contract, the initial maximum dayrate is subject to a fixed annual escalation of approximately 2% during the contract period. In addition, ConocoPhillips has the option to extend the duration of the contract for two years.

We have also entered into a three-year contract with Total E&P Congo for drilling operations offshore West Africa with an estimated backlog of approximately $692.6 million, including mobilization, for the Ocean Rig Apollo , our seventh generation drillship delivered on March 5, 2015. The contract is scheduled to commence in the first quarter of 2015. In addition, Total has the option to extend the term of the contract for four periods of six months each, with the first option exercisable not less than one year before completion date.

The total contracted backlog under our drilling contracts for our drilling units, including our drilling rigs, as of February 24, 2015, was $5.2 billion. We calculate our contract backlog by multiplying the contractual dayrate under all of our employment contracts for which we have firm commitments as of February10, 2015, by the minimum expected number of days committed under such contracts (excluding any options to extend), assuming full utilization. There can be no assurance that the counterparties to such contracts will fulfill their obligations under the contracts. See the section of this annual report entitled "Item 3. Key Information—Risk Factors—Risks Relating to Our Company—Our future contracted revenue for our fleet of drilling units may not be ultimately realized."

Unless otherwise stated, all references to maximum dayrates included in this annual report are exclusive of any applicable annual contract revenue adjustments, which generally result in the escalation of the dayrates payable under the drilling contracts.

Management of Our Fleet

Up to October 2013, our wholly owned subsidiary, Ocean Rig AS, provided supervisory management services including onshore management, to our operating drilling rigs and drillships pursuant to separate management agreements entered into with each of the drilling unit-owning subsidiaries. Ocean Rig AS also provided supervisory management services for our seventh generation drillships under construction.

As from October 2013, the above services are provided by our wholly owned subsidiary, Ocean Rig Management Inc., pursuant to separate management agreements entered/to be entered with each of the drilling unit – owning subsidiaries.Under the terms of these management agreements, Ocean Rig Management Inc,, through its affiliates in Stavanger, Norway, Aberdeen, United Kingdom and Houston, Texas, is responsible for, among other things, (i) assisting in construction contract technical negotiations, (ii) securing contracts for the future employment of the drilling units, and (iii) providing commercial, technical and operational management for the drillships.

In addition, we have engaged Cardiff Drilling Inc, a company controlled by our Chairman, President and Chief Executive Officer, Mr. George Economou, to provide us with consulting and other services with respect to the arrangement of employment for, and relating to the purchase and sale of, our drilling units. See "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Global Services Agreements."

The Offshore Drilling Industry

In recent years, the international drilling market has seen an increasing trend towards deep and ultra-deepwater oil and gas exploration. As shallow water resources mature, deep and ultra-deepwater regions are expected to play an increasing role in offshore oil and gas exploration and production. According to industry sources, the industry-wide global ultra-deepwater market has seen rapid development over the last six years, with dayrates increasing from approximately $180,000 in 2004 to above $600,000 in 2008 and as of February 2015, the market level is approximately $530,000. The ultra-deepwater market rig utilization rate has been stable, above 80% since 2000 and above 97% since 2006. The operating units capable of drilling in ultra-deepwater depths of greater than 7,500 feet consist mainly of fifth, sixth and seventh generation units, and also include certain older upgraded units. The in-service fleet as of February 2015 totaled 165 units, and is expected to grow to 228 units upon the scheduled delivery of the current newbuild orderbook by the end of 2020. Historically, an increase in supply has caused a decline in utilization and dayrates until drilling units are absorbed into the market. Accordingly, dayrates have been very cyclical. We believe that the largest undiscovered offshore reserves are mostly located in ultra-deepwater fields and primarily located in the "golden triangle" between West Africa, Brazil and the Gulf of Mexico, as well as in East Africa, Australia and Southeast Asia. The location of these large offshore reserves has resulted in more than 90% of the floating drilling unit, or floater, orderbook being represented by ultra-deepwater units. Furthermore, due to increased focus on technically challenging operations and the inherent risk of developing offshore fields in ultra-deepwater, particularly in light of the Deepwater Horizon accident in the Gulf of Mexico, in which we were not involved, oil companies have already begun to show a preference for modern units more capable of drilling in these challenging environments.

Markets

Our operations are geographically dispersed in oil and gas exploration and development areas worldwide. Although the cost of moving a rig and the availability of rig-moving vessels may cause the balance between supply and demand to vary between regions, significant variations do not tend to exist long-term because of rig mobility. Consequently, we operate in a single, global offshore drilling market. Because our drilling rigs are mobile assets and are able to be moved according to prevailing market conditions, we cannot predict the percentage of our revenues that will be derived from particular geographic or political areas in future periods.

In recent years, there has been increased emphasis by oil companies to expand their proven reserves and thus focus on exploring for hydrocarbons in deeper waters. This deepwater focus is due, in part, to technological developments that have made such exploration more feasible and cost-effective. Therefore, water-depth capability is a key component in determining drilling rig suitability for a particular drilling project. Another distinguishing feature in some drilling market sectors is a drilling rig's ability to operate in harsh environments, including extreme marine and climatic conditions and temperatures.

Our drilling units service the ultra-deepwater sector of the offshore drilling market. Although the term "deepwater" as used in the drilling industry to denote a particular sector of the market can vary and continues to evolve with technological improvements, we generally view the deepwater market sector as that which begins in water depths of approximately 4,500 feet and extends to the maximum water depths in which seventh generation drilling rigs are capable of drilling, which is currently approximately 12,000 feet.

Our Customers

Our customers are generally major oil companies, integrated oil and gas companies, state-owned national oil companies and independent oil and gas companies. We, together with our predecessor, Ocean Rig ASA, have an established history with 237 wells drilled in 20 countries for 31 different customers as of February 2015.

For the years ended December 31, 2012, 2013 and 2014, the following customers, which represent all of our customers for the years indicated, accounted for more than 10% of our consolidated annual revenues:

	Year ended December 31,
	2012			2013			2014
Customer A		-			-			14	%
Customer B		49	%		33	%		18	%
Customer C		18	%		-			-
Customer D		12	%		-			-
Customer E		-			13	%		12	%
Customer F		-			18	%		30	%
Customer G		-			12	%		14	%

Contract Drilling Services

Our contracts to provide offshore drilling services and drilling units are individually negotiated and vary in their terms and provisions. We generally obtain our contracts through competitive bidding against other contractors. The contracts for our drilling units typically provide for compensation on a "dayrate" basis under which we are paid a fixed amount for each day that the vessel is operating under a contract at full efficiency, with higher rates while the drilling unit is operating and lower rates for periods of mobilization or when drilling operations are interrupted or restricted by equipment breakdowns, adverse environmental conditions or other conditions beyond our control. Under most dayrate contracts, we pay the operating expenses of the drilling rig or drillship, including planned rig maintenance, crew wages, insurance and the cost of supplies.

A dayrate drilling contract generally extends over a period of time covering either the drilling of a single well or group of wells or covering a stated term, as do the current contracts under which our drilling units are employed. Currently, there is no spot market for offshore drilling units. The length of shorter-term contracts is typically from 60 to 365 days and the longer-term contracts are typically from two to five years. The contract term in some instances may be extended by the client exercising options for the drilling of additional wells or for an additional term. Our contracts also typically include a provision that allows the client to extend the contract to finish drilling a well-in-progress.

From time to time, contracts with customers in the offshore drilling industry may contain terms whereby the customer has an option to cancel upon payment of an early termination payment, but where such payments may not fully compensate for the loss of the contract. Contracts also customarily provide for either automatic termination or termination at the option of the customer typically without the payment of any termination fee, under various circumstances such as major nonperformance, in the event of substantial downtime or impaired performance caused by equipment or operational issues, or sustained periods of downtime due to force majeure events. Many of these events are beyond our control.

We expect that provisions of future contracts will be similar to those in our current contracts for our drilling units. See "—Employment of our Fleet."

Competition

The offshore contract drilling industry is competitive with numerous industry participants, few of which at the present time have a dominant market share. The drilling industry has experienced consolidation in recent years and may experience additional consolidation, which could create additional large competitors. Many of our competitors have significantly greater financial and other resources, including more drilling units, than us. We compete with offshore drilling contractors that, as of February 2015, together have approximately 165 ultra-deepwater drilling units worldwide, defined as units with water depth capacity of 7,500 feet or more.

The offshore contract drilling industry is influenced by a number of factors, including global demand for oil and natural gas, current and anticipated prices of oil and natural gas, expenditures by oil and gas companies for exploration and development of oil and natural gas and the availability of drilling rigs. In addition, mergers among oil and natural gas exploration and production companies have reduced, and may from time to time reduce, the number of available customers.

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 a contract. Customers may also consider unit availability, location and suitability, a drilling contractor's operational and safety performance record, and condition and suitability of equipment. We believe that we compete favorably with respect to these factors.

We compete on a worldwide basis, but competition may vary significantly by region at any particular time. Competition for offshore units generally takes place on a global basis, as these units are highly mobile and may be moved from one region to another, at a cost that may be substantial. Competing contractors are able to adjust localized supply and demand imbalances by moving units from areas of low utilization and dayrates to areas of greater activity and relatively higher dayrates. Significant new unit construction and upgrades of existing drilling units could also intensify price competition.

Seasonality

In general, seasonal factors do not have a significant direct effect on our business as most of our drilling units are contracted for periods of at least 12 months. However, our drilling units may perform drilling operations in certain parts of the world where weather conditions during parts of the year could adversely impact the operational utilization of our drilling units and our ability to relocate units between drilling locations, and as such, limit contract opportunities in the short term. Such adverse weather could include the hurricane season for our operations in the Gulf of Mexico, the winter season in offshore Norway, and the monsoon season in Southeast Asia.

Environmental and Other Regulations

Our offshore drilling operations include activities that are subject to numerous international, federal, state and local laws and regulations, including, the International Maritime Organization, or IMO, International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including designation of Emission Control Areas, or ECAs, thereunder, the IMO International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended and generally referred to as SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the IMO International Convention on Load Lines of 1966, as from time to time amended, the International Convention for the Control and Management of Ships' Ballast Water and Sediments in February 2004, or the BWM Convention, the U.S. Oil Pollution Act of 1990, or OPA, requirements of the U.S. Coast Guard and the U.S. Environmental Protection Agency, or EPA, the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, the U.S. Clean Water Act, the U.S. Clean Air Act, the U.S. Outer Continental Shelf Lands Act, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, European Union regulations, and Brazil's National Environmental Policy Law (6938/81), Environmental Crimes Law (9605/98) and Law (9966/2000) relating to pollution in Brazilian waters. These laws govern the discharge of materials into the environment or otherwise relate to environmental protection. In certain circumstances, these laws may impose strict liability, rendering us liable for environmental and natural resource damages without regard to negligence or fault on our part.

For example, the IMO, has adopted MARPOL Annex VI to regulate harmful air emissions from ships, which include drilling rigs and drillships. Amendments to the Annex VI regulations which entered into force on July 1, 2010, require a progressive reduction of sulfur oxide levels in heavy bunker fuels and create more stringent nitrogen oxide emissions standards for marine engines in the future. Effective August 1, 2012, certain coastal areas of North America were designated ECAs, and in January 1, 2014, the United States Caribbean Sea was designated ECA. We may incur costs to comply with these revised standards. Rigs and drillships must comply with MARPOL limits on emissions of sulfur oxide, nitrogen oxide, chlorofluorocarbons and other air pollutants, except that the MARPOL limits do not apply to emissions that are directly related to drilling, production, or processing activities. We believe that all of our drilling units are currently compliant in all material respects with these regulations.

Our drilling 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 jurisdictional waters of ratifying states.

Furthermore, any drillships that we may operate in United States waters, including the U.S. territorial sea and the 200 nautical mile exclusive economic zone around the United States, would have to comply with OPA and CERCLA requirements, among others, 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.

The U.S. Bureau of Safety and Economic Enforcement, or BSEE, periodically issues guidelines for rig fitness requirements in the Gulf of Mexico and may take other steps that could increase the cost of operations or reduce the area of operations for our units, thus reducing their marketability. Implementation of BSEE guidelines or regulations may subject us to increased costs or limit the operational capabilities of our units and could materially and adversely affect our operations and financial condition.

Numerous governmental agencies issue 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 injunctive relief and administrative, civil and criminal penalties for failure to comply. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent and costly compliance or limit contract drilling opportunities, including changes in response to a serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact, such as the April 2010 Deepwater Horizon oil spill in the Gulf of Mexico, in which we were not involved, could adversely affect our financial results. 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.

In addition to the MARPOL, OPA, and CERCLA requirements described above, our international operations are subject to various other international conventions and 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 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 countries have become increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and 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 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.

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.

Insurance for Our Offshore Drilling Units

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. The insurance coverage is established according to the Norwegian Marine Insurance Plan of 1996, version 2010, but excluding collision liabilities which are covered by the Protection and Indemnity insurance. We have obtained insurance for the full assessed market value of our drilling units, as assessed by rig brokers. 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 $10,000 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 drilling unit operations for environmental or other reasons. We also have loss of hire insurance cover for approximately one year which becomes effective after 45 days. This loss of hire insurance is recoverable only if there is physical damage to the rig or equipment which is caused by a peril against which we are insured. 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, and there is no guarantee that even if we are insured, our policy will be adequate to cover our loss or liability in all cases. We plan to maintain insurance for our seventh generation drillships upon their delivery to us in accordance with the Norwegian Marine Insurance Plan of 1996, version 2010. This insurance would also be intended to cover normal risks in our current operations, including insurance against property damage, loss of hire and war risks. Third-party liability, including pollution liability and collision liability, is covered under our protection and indemnity insurance.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our drilling units. The kinds of permits, licenses and certificates required depend upon several factors, including the waters in which a drilling unit operates, the nationality of a drilling unit's crew and the age of a drilling unit. We have been able to obtain all permits, licenses and certificates currently required to permit our drilling units to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.

C. Organizational Structure

For a full list of our subsidiaries, please see Exhibit 8.1 to this annual report. All of the subsidiaries are, directly or indirectly, wholly-owned by Ocean Rig UDW Inc., except for Ocean Rig Deepwater Drilling Ltd., of which all but one of the issued and outstanding shares is owned indirectly by Ocean Rig UDW Inc. and the remaining outstanding share is owned by a director of the company, and Ocean Rig Angola Ltd., which is 51% owned by Angolan shareholders and 49% indirectly owned by Ocean Rig UDW Inc. and Ocean Energean Oil & Gas Limited of Cyprus, in which Ocean Rig UDW Inc. is a 50% shareholder.

As March 2, 2015, DryShips (NASDAQGS: DRYS) owned approximately 59.2% of our total outstanding common shares.

D. Property, Plants and Equipment

We do not own any real property. We maintain our principal executive offices in Nicosia, Cyprus and certain of our subsidiaries lease office space from unaffiliated third parties for offices in Stavanger, Norway; Houston, Texas; Aberdeen, United Kingdom; Accra, Ghana and Rio de Janeiro, Brazil. Our interests in the drilling units in our fleet are our only material properties. See "—B. Business Overview—Our Fleet" in this section.

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

The following is a discussion of financial condition and results of operations of Ocean Rig UDW Inc. and its wholly-owned subsidiaries for the years referenced below. You should read this section together with the historical consolidated financial statements, including the notes to those historical consolidated financial statements, for those same years included in this annual report. All of the consolidated financial statements included herein have been prepared in accordance with U.S. GAAP. See "—Results of operations."

This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties, which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For a discussion of some of those risks and uncertainties, please see the section entitled "Forward-Looking Statements" at the beginning of this annual report and "Item. 3 Key Information — D. Risk Factors."

A. Operating Results

Overview

We are an international offshore drilling contractor providing oilfield services and drilling vessels for offshore oil and gas exploration, development and production drilling, and specializing in the ultra-deepwater and harsh-environment segment of the offshore drilling industry. We, through our wholly-owned subsidiaries, currently own and operate two modern, fifth generation ultra-deepwater semi-submersible offshore drilling rigs, the Leiv Eiriksson and the Eirik Raude , four sixth generation advanced capability ultra-deepwater drillships, the Ocean Rig Corcovado, the Ocean Rig Olympia , the Ocean Rig Poseidon , and the Ocean Rig Mykonos , which were delivered to us on January 3, 2011, March 30, 2011, July 28, 2011 and September 30, 2011, respectively and four seventh generation advanced capability ultra-deepwater drillships, the Ocean Rig Mylos , the Ocean Rig Skyros, the Ocean Rig Athena and the Ocean Rig Apollo which were delivered to us on August 19, 2013 and December 20, 2013, March 24, 2014 and March 5, 2015, respectively. We have newbuilding contracts with Samsung for the construction of three seventh generation drillships the Ocean Rig Santorini, which is equipped with two blow-out preventers, scheduled to be delivered in June 2016, and the two new integrated design drillships, both equipped with two blow-out preventers scheduled for delivery in February 2017 and June 2017, respectively.

History of Our Company

We were formed under the laws of the Republic of the Marshall Islands on December 10, 2007, under the name Primelead Shareholders Inc. and as a wholly-owned subsidiary of DryShips.

Our predecessor, Ocean Rig ASA, was incorporated on September 26, 1996 under the laws of Norway and contracted for the construction of our two operating drilling rigs, the Leiv Eiriksson and the Eirik Raude . The shares of Ocean Rig ASA traded on the Oslo Stock Exchange from January 1997 to July 2008.

In December 2007, Primelead Limited, our wholly-owned subsidiary, acquired approximately 30.4% of the outstanding capital stock of Ocean Rig ASA from Cardiff Marine Inc., or Cardiff Marine, a company controlled by the Chairman, President and Chief Executive Officer of DryShips and us. After acquiring more than 33% of Ocean Rig ASA's outstanding shares through a series of transactions through April 2008, we launched a mandatory offer for the remaining shares of Ocean Rig ASA at a price of NOK45 per share, or $8.89 per share, as required by Norwegian law. We gained control over Ocean Rig ASA on May 14, 2008. As of July 10, 2008, we held 100% of the shares of Ocean Rig ASA, or 163.6 million shares, which we acquired at a total cost of $1.4 billion.

With respect to the acquisition of Ocean Rig ASA, discussed above, DryShips purchased 4.4% of the share capital of Ocean Rig ASA from companies affiliated with our Chairman, President and Chief Executive Officer. In March 2009, DryShips contributed to us all of its equity interests in the newbuilding vessel-owning companies of the Ocean Rig Poseidon and Ocean Rig Mykonos . In May 2009, we acquired the equity interests of Drillships Holdings Inc., the owner of the Ocean Rig Corcovado and the Ocean Rig Olympia , from third parties and entities affiliated with our Chairman, President and Chief Executive Officer and, in exchange, we issued to the sellers common shares equal to 25% of our total issued and outstanding common shares as of May 15, 2009. In connection with the acquisition the Ocean Rig Corcovado and the Ocean Rig Olympia , we incurred debt obligations of $230.0 million, which has been repaid in full. In July 2009, DryShips acquired the remaining 25% of our total issued and outstanding capital stock from the minority interests held by third parties and entities controlled by our Chairman, President and Chief Executive Officer for a $50.0 million cash payment and the issuance of DryShips Series A Convertible Preferred Shares with an aggregate face value of $280.0 million, following which we became a wholly-owned subsidiary of DryShips.

On December 21, 2010, we completed the sale of an aggregate of 28,571,428 of our common shares (representing approximately 22% of our outstanding common shares) in the 2010 Private Offering. A company controlled by our Chairman, President and Chief Executive Officer, Mr. George Economou, purchased 2,869,428 common shares, or 2.38% of our outstanding common shares, in the 2010 Private Offering at the offering price of $17.50 per share. We received approximately $488.3 million of net proceeds from the private offering, of which we used $99.0 million to purchase our option contract with Samsung from DryShips, our parent company. We applied the remaining proceeds to partially fund remaining installment payments for our newbuilding drillships and general corporate purposes. Following the completion of the 2010 Private Offering, DryShips owned approximately 78% of our outstanding common shares.

On April 27, 2011, we completed the issuance of $500.0 million aggregate principal amount of 9.5% senior unsecured notes due 2016 offered in the 2011 Unsecured Bond Offering. The net proceeds of the 2011 Unsecured Bond Offering of approximately $487.5 million were used to finance our newbuilding drillships program and for general corporate purposes.

On August 26, 2011, we commenced the Exchange Offer to exchange up to 28,571,428 shares of our new common stock that were registered under the Securities Act pursuant to a registration statement on Form F-4 (Registration No. 333-175940), for an equivalent number of our common shares previously sold in the 2010 Private Offering. On September 29, 2011, an aggregate of 28,505,786 common shares were exchanged in the Exchange Offer.

On October 5, 2011, DryShips completed the partial spin off of our Company by distributing an aggregate of 2,967,291 common shares of the Company, representing approximately a 2.25% stake in the Company, after giving effect to the treatment of fractional shares, on a pro rata basis to DryShips's shareholders of record as of September 21, 2011. In lieu of fractional shares, DryShips's transfer agent aggregated all fractional shares that would otherwise be distributable to DryShips's shareholders and sold a total of 105 common shares on behalf of those shareholders who would otherwise be entitled to receive a fractional share of our Company. Following the distribution, each such shareholder received a cash payment in an amount equal to its pro rata share of the total net proceeds of the sale of fractional shares. On September 19, 2011, our common shares commenced "when issued" trading on the NASDAQ Global Select Market under the ticker "ORIGV." Our common shares commenced "regular way" trading on the NASDAQ Global Select Market under the ticker symbol "ORIG" on October 6, 2011.

Effective as of June 2012, we issued an aggregate of 28,200 restricted common shares to our management and employees under the Ocean Rig UDW Inc. 2012 Equity Incentive Plan.

Effective as of August 2013, we issued an aggregate of 150,000 restricted common shares to our Chief Executive Officer under the Ocean Rig UDW Inc. 2012 Equity Incentive Plan.

Effective as of August 2014, we issued an aggregate of 150,000 restricted common shares to our Chief Executive Officer under the Ocean Rig UDW Inc. 2012 Equity Incentive Plan.

Effective as of January 2015, we issued an aggregate of 300,000 restricted common shares to our Chief Executive Officer under the Ocean Rig UDW Inc. 2012 Equity Incentive Plan.

As of March 2, 2015, DryShips owned approximately 59.2% of our common shares.

Our Drilling Rigs

Our drilling rigs are marketed for offshore exploration and development drilling programs worldwide, with particular focus on drilling operations in ultra-deepwater and harsh environments. The Leiv Eiriksson , delivered in 2001, has a water depth drilling capacity of 10,000 feet. Since 2001, it has drilled 59 deepwater and ultra-deepwater wells as of February 2014 in a variety of locations, including Angola, Congo, Greenland, Turkey, Norway, the United Kingdom and Ireland, in addition to five shallow-water wells.

The Eirik Raude , delivered in 2002, has a water depth drilling capacity of 10,000 feet. Since 2002, it has drilled 82 deepwater and ultra-deepwater wells as of February 2014 in countries such as Canada, Ghana, Norway, Ivory Coast and the United Kingdom, and the Gulf of Mexico, in addition to six shallow-water wells.

For information on the employment of our drilling rigs, please see "Item 4. Information on the Company—B. Business Overview—Employment of our Fleet—Employment of Our Drilling Rigs."

Our Drillships

We took delivery of the Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Mykonos , our four sixth generation advanced capability ultra-deepwater drillships on January 3, 2011, March 30, 2011, July 28, 2011 and September 30, 2011, respectively. The total cost of construction and construction-related expenses for the Ocean Rig Corcovado the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Mykonos amounted to approximately $755.7 million, $756.9 million, $791.8 million and $784.4 million, respectively. Construction-related expenses include equipment purchases, commissioning, supervision and commissions to related parties, excluding financing costs.

We took delivery of the Ocean Rig Mylos, the Ocean Rig Skyros, the Ocean Rig Athena and the Ocean Rig Apollo , our four seventh generation advanced capability ultra-deepwater drillships on August 19, 2013, December 20, 2013, March 24, 2014 and March 5, 2015, respectively. The total cost of construction and construction-related expenses for the Ocean Rig Mylos , the Ocean Rig Skyros, the Ocean Rig Athena and Ocean Rig Apollo amounted to approximately $718.3 million, $724.4 million, $728.6 million, and 712.3 million, respectively. Construction-related expenses include equipment purchases, commissioning, supervision and commissions to related parties, excluding financing costs.

In addition, we have entered into contracts for the construction of three seventh generation drillships, two of which are new integrated design drillships and all are equipped with two blow-out preventers, scheduled for delivery in June 2016, February 2017 and June 2017, respectively, in connection with which we had made total payments of $280.2 million to Samsung, as of December 31, 2014. The estimated total project cost for these drillships is approximately $2.1 billion.

For information on the employment of our drillships, please see "Item 4. Information on the Company—B. Business Overview—Employment of our Fleet—Employment of Our Drillships."

Management of Our Drilling Units

Up to October 2013, our wholly-owned subsidiary, Ocean Rig AS, provided supervisory management services including onshore management, to our operating drilling rigs and drillships pursuant to separate management agreements entered into with each of the drilling unit-owning subsidiaries. In addition, Ocean Rig AS provided supervisory management services for our newbuilding drillships. Under the terms of these management agreements, Ocean Rig AS, through its offices in Stavanger, Norway, Aberdeen, United Kingdom and Houston, Texas, is responsible for, among other things, (i) assisting in construction contract technical negotiations, (ii) securing contracts for the future employment of the drillships; and (iii) providing commercial, technical and operational management for the drillships.

In addition, we have engaged Cardiff Drilling Inc., a company controlled by our Chairman, President and Chief Executive Officer, Mr. George Economou, to provide us with consulting and other services with respect to the arrangement of employment for, and relating to the purchase and sale of, our drilling units. See "Item 7. Major Shareholders and Related Party Transacitons—B. Related Party Transactions—Services Agreements."

The services provided by Ocean Rig Management Inc. and Cardiff Drilling overlap mainly with respect to negotiating shipyard orders and providing marketing for potential contractors.

Previously, we had management agreements with Cardiff Marine pursuant to which Cardiff Marine Inc. provided supervisory services in connection with the construction of the Ocean Rig Corcovado and the Ocean Rig Olympia . These agreements were terminated effective December 21, 2010. See "—Management Fees to Related Party" below.

Factors Affecting Our Results of Operations

We charter our drilling units to customers primarily pursuant to long-term drilling contracts. Under the drilling contracts, the customer typically pays us a fixed daily rate, depending on the activity and up-time of the drilling unit. The customer bears all fuel costs and logistics costs related to transport to and from the unit. We remain responsible for paying the unit's operating expenses, including the cost of crewing, catering, insuring, repairing and maintaining the unit, the costs of spares and consumable stores and other miscellaneous expenses.

We believe that the most important measures for analyzing trends in the results of our operations consist of the following:

●

Employment Days : We define employment days as the total number of days the drilling units are employed on a drilling contract.

●

Dayrates or maximum dayrates : We define drilling dayrates as the maximum rate in U.S. Dollars possible to earn for drilling services for one 24 hour day at 100% efficiency under the drilling contract. Such dayrate may be measured by quarter-hour, half-hour or hourly basis and may be reduced depending on the activity performed according to the drilling contract.

●

Economic utilization: We measure our revenue earning performance over a period as a percentage of the maximum revenues that we could earn under our drilling contracts in such period.More specifically, all drilling contracts provide for an operating or base rate that applies for the period during which the drillship is operational and at the client's drilling location.Furthermore,drilling contracts generally provide for a general repair allowance for preventive maintenance or repair of equipment;such allowance varies from contract to contract,and we may be compensated at the full operating dayrate or at a reduced operating day rate for such general repair allowance.Inaddition,drilling contracts typically provide for situations where the drillships would operate at reduced operating dayrates,such as, among other things:a standby rate,where the drillship is prevented from commencing operations for reasons such as bad weather,waiting for customer orders, waiting on other contractors; a moving rate, where the drillship is in transit betweenl ocations; a reduced performance rate in the eventofmajor equipment failure;or a force majeure rate in the event of a force majeure that causes the suspension of operations.At these instances we are compensated with a portion of the base rate. In addition there are circumstances that due to equipment failure or other events defined in our drilling contracts, we do not earn the base rate..

●

Mobilization / demobilization fees : In connection with drilling contracts, we may receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to the drilling vessels, dayrate or fixed price mobilization and demobilization fees.

●

Revenue : For each contract, we determine whether the contract, for accounting purposes, is a multiple element arrangement, meaning it contains both a lease element and a drilling services element, and, if so, identify all deliverables (elements). For each element we determine how and when to recognize revenue.

Term contracts : These are contracts pursuant to which we agree to operate the unit for a specified period of time. For these types of contracts, we determine whether the arrangement is a multiple element arrangement. For revenues derived from contracts that contain a lease, the lease elements are recognized as "Leasing revenues" in the statement of operations on a basis approximating straight line over the lease period. The drilling services element is recognized as "Service revenues" in the period in which the services are rendered at fair value rates. Revenues related to the drilling element of mobilization and direct incremental expenses of drilling services are deferred and recognized over the estimated duration of the drilling period.

Well contracts : These are contracts pursuant to which we agree to drill a certain number of wells. Revenue from dayrate based compensation for drilling operations is recognized in the period during which the services are rendered at the rates established in the contracts. All mobilization revenues, direct incremental expenses of mobilization and contributions from customers for capital improvements are initially deferred and recognized as revenues over the estimated duration of the drilling period.

Revenue from Drilling Contracts

Our drilling revenues are driven primarily by the number of drilling units in our fleet, the contractual dayrates and the utilization of the drilling units. This, in turn, is affected by a number of factors, including the amount of time that our drilling units spend on planned off-hire class work, unplanned off-hire maintenance and repair, off-hire upgrade and modification work, reduced dayrates due to reduced efficiency or non-productive time, the age, condition and specifications of our drilling units, levels of supply and demand in the drilling rig market, the price of oil and other factors affecting the market dayrates for drilling units. Historically, industry participants have increased supply of drilling units in periods of high utilization and dayrates. This has resulted in an oversupply and caused a decline in utilization dayrates. Therefore, dayrates have historically been very cyclical.

Rig Operating Expenses

Rig operating expenses include crew wages and related costs, catering, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, shore based costs and other miscellaneous expenses. Our rig operating expenses, which generally represent fixed costs, have historically increased as a result of the business climate in the offshore drilling sector. Specifically, wages and vendor supplied spares, parts and services have experienced a significant price increase over the previous two to three years. Other factors beyond our control, some of which may affect the offshore drilling industry in general, including developments relating to market prices for insurance, may also cause these expenses to increase. In addition, these rig operating expenses are higher when operating in harsh environments, though an increase in expenses is typically offset by the higher dayrates we receive when operating in these conditions.

Depreciation

We depreciate our drilling units on a straight-line basis over their estimated useful lives. Specifically, we depreciate bare-decks over 30 years and other asset parts over five to 15 years. We expense the costs associated with a five-year periodic class work.

General and Administrative Expenses

Our general and administrative expenses mainly include the costs of our offices, including salary and related costs for members of senior management and our shore-side employees.

Interest and Finance Costs

As of December 31, 2014, 2013 and 2012, we had total indebtedness of $4.5 billion, $4.1 billion and $2.9 billion, respectively. We capitalize our interest on the debt we have incurred in connection with our drillships under construction.

Critical Accounting Policies

Advances for drillships under construction: This represents amounts expended by us in accordance with the terms of the construction contracts for drillships as well as with a related party in connection with on-site supervision. In addition, interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use) are capitalized. The carrying value of drilling rigs and drillships under construction, or newbuildings, represents the accumulated costs at the balance sheet date. Cost components include payments for yard installments and variation orders, commissions to related party, construction supervision, equipment, or OFEs, spare parts, capitalized interest, certain non-reimbursable costs related to first time mobilization and commissioning costs. No charge for depreciation is made until commissioning of the newbuilding has been completed and it is ready for its intended use.

Capitalized interest: Interest expense is capitalized during the construction period of drilling rigs and drillships based on accumulated expenditures for the applicable project at our current rate of borrowing. The amount of interest expense capitalized in an accounting period is determined by applying an interest rate, or the capitalization rate, to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. We do not capitalize amounts in excess of actual interest expense incurred in the period. If our financing plans associate a specific new borrowing with a qualifying asset, we use the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, the capitalization rate applied to such excess is a weighted average of the rates applicable to our other borrowings.

Drilling unit machinery and equipment, net: Drilling units are stated at historical cost less accumulated depreciation. Such costs include the cost of adding or replacing parts of drilling unit machinery and equipment when that cost is incurred, if the recognition criteria are met. The recognition criteria require that the cost incurred extends the useful life of a drilling unit. The carrying amounts of those parts that are replaced are written off and the cost of the new parts is capitalized. Depreciation is calculated on a straight- line basis over the useful life of the assets as follows: bare-deck, 30 years and other asset parts, 5 to 15 years. The residual values of the drilling rigs and drillships are estimated at $35 million and $50 million, respectively.

Drilling unit machinery and equipment, information technology and office equipment are recorded at cost and are depreciated on a straight-line basis over the estimated useful lives, for drilling unit machinery and equipment over 5 to 15 years and for information technology and office equipment over 5 years.

Impairment of long-lived assets : We review for impairment long-lived assets and intangible long-lived assets held and used whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, we review our assets for impairment on a drilling rig by drilling rig and drillship by drillship and asset by asset basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, we evaluate the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and the fair value of the asset. We evaluate the carrying amounts of our drilling rigs and drillships by obtaining independent appraisals to determine if events have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, we review certain indicators of potential impairment, such as undiscounted projected operating cash flows, drilling rig/drillship sales and purchases, business plans and overall market conditions. In developing estimates of future undiscounted cash flows, we make assumptions and estimates about the drilling rigs' and drillships' future performance, with the significant assumptions being related to drilling rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each drilling rig/drillship. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, we determine undiscounted projected net operating cash flows for each drilling rig/drillship and compare them to the drilling rig or drillship's carrying value. The projected net operating cash flows are determined by considering the drilling revenues from existing drilling contracts for the fixed days and an estimated daily rate equivalent for the unfixed days. The salvage value used in the impairment test is estimated to be $35 million and $50 million for drilling rigs and drillships, respectively, in accordance with our depreciation policy. If our estimate of undiscounted future cash flows for any drilling rig or drillship is lower than the carrying value, the carrying value is written down, by recording a charge to operations, to the vessel's fair market value if the fair market value is lower than the vessel's carrying value. Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long drilling rates and drilling rig and drillship values will remain at their currently high levels. As a result of the impairment review, we determined that the carrying amounts of its assets held for use were recoverable, and therefore, concluded that no impairment loss was necessary for 2012, 2013 and 2014.

Deferred financing costs : Deferred financing costs include fees, commissions and legal expenses associated with our long- term debt and are capitalized and recorded net with the underlying debt. These costs are amortized over the life of the related debt using the effective interest method and are included in interest expense. Unamortized fees relating to loans repaid or refinanced as debt extinguishments are expensed as interest and finance costs in the period the repayment or extinguishment is made.

Revenue and related expenses: Revenues : Our services and deliverables are generally sold based upon contracts with our customers that include fixed or determinable prices. We recognize revenue when delivery occurs, as directed by our customer, or the customer assumes control of physical use of the asset and collectability is reasonably assured. We evaluate if there are multiple deliverables within our contracts and whether the agreement conveys the right to use the drill rigs and drillships for a stated period of time and meet the criteria for lease accounting, in addition to providing a drilling services element, which are generally compensated for by dayrates. In connection with drilling contracts, we may also receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to the drilling rigs or drillships and dayrate or fixed price mobilization and demobilization fees. Revenues are recorded net of agents' commissions. There are two types of drilling contracts: well contracts and term contracts.

Well contracts : Well contracts are contracts under which the assignment is to drill a certain number of wells. Revenue from dayrate-based compensation for drilling operations is recognized in the period during which the services are rendered at the rates established in the contracts. All mobilization revenues, direct incremental expenses of mobilization and contributions from customers for capital improvements are initially deferred and recognized as revenues and expenses, as applicable, over the estimated duration of the drilling period. To the extent that expenses exceed revenue to be recognized, they are expensed as incurred. Demobilization fees and expenses are recognized over the demobilization period. All revenues for well contracts are recognized as "Service revenues" in the statement of operations.

Term contracts : Term contracts are contracts under which the assignment is to operate the drilling unit for a specified period of time. For these types of contracts we determine whether the arrangement is a multiple element arrangement containing both a lease element and drilling services element. For revenues derived from contracts that contain a lease, the lease elements are recognized as "Leasing revenues" in the statement of operations on a basis approximating straight line over the lease period. The drilling services element is recognized as "Service revenues" in the period in which the services are rendered at fair value. Revenues related to the drilling element of mobilization and direct incremental expenses of drilling services are deferred and recognized over the estimated duration of the drilling periods. To the extent that expenses exceed revenue to be recognized, they are expensed as incurred. Demobilization fees and expenses are recognized over the demobilization period. Contributions from customers for capital improvements are initially deferred and recognized as revenues over the estimated duration of the drilling contract.

Income taxes : Income taxes have been provided for based upon the tax laws and rates in effect in the countries in which our operations are conducted and income is earned. There is no expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes because the countries in which we operate have taxation regimes that vary not only with respect to the nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and taxed in any particular country or countries may fluctuate from year to year. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities using the applicable jurisdictional tax rates in effect at the year end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. We accrue interest and penalties related to its liabilities for unrecognized tax benefits as a component of income tax expense.

Inflation

Inflation has not had a material effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures could increase our operating, administrative and financing costs.

Results of Operations

Included in this document are our audited consolidated historical financial statements for the years ended December 31, 2014, 2013 and 2012.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

	Year Ended December 31, 2013			Year Ended December 31, 2014			Change			Percentage Change

REVENUES:
Total revenues		1,180,250			1,817,077			636,827			54.0	%

EXPENSES:
Drilling rigs and drillships operating expenses		504,957			727,832			222,875			44.1	%
Depreciation and amortization		235,473			324,302			88,829			37.7	%
General and administrative expenses		126,868			131,745			4,877			3.8	%
Legal settlements and other, net		6,000			(721	)		(6,721	)		(112.0	)%
Operating income		306,952			633,919			326,967			106.5	%

OTHER INCOME/(EXPENSES):
Interest and finance costs		(220,564	)		(300,131	)		(79,567	)		36.1	%
Interest income		9,595			12,227			2,632			27.4	%
Gain/(Loss) on interest rate swaps		8,616			(12,671	)		(21,287	)		(247.1	)%
Other, net		3,315			4,282			967			29.2	%
Total other expenses, net		(199,038	)		(296,293	)		(97,255	)		48.9	%

Income before income taxes		107,914			337,626			229,712			212.9	%
Income taxes		(44,591	)		(77,823	)		(33,232	)		74.5	%
Net Income		63,323			259,803			196,480			310.3	%

Revenues

Revenues from drilling contracts increased by $636.8 million, or 54.0%, to $1,817.1 million for the year ended December 31, 2014, as compared to $1,180.3 million for the year ended December 31, 2013. The increase is primarily attributable to the increased revenues from the Ocean Rig Mylos and the Ocean Rig Skyros , which were added to the current fleet in the third and fourth quarter of 2013, amounting to $424.2 million in aggregate, the revenue from the Ocean Rig Athena , which was added to the current fleet in the first quarter of 2014, amounting to $144.3 million and the revenue of the Ocean Rig Apollo , which contributed $0.5 million due to recharges while under construction as agreed under contract terms. Furthermore, there was an increase in revenues earned by the Ocean Rig Corcovado, the Ocean Rig Poseidon and the Leiv Eiriksson which contributed an additional $110.4 million in revenues during the year ended December 31, 2014, as compared to the same period in 2013. This increase was partly offset by the decreased revenues earned by the Ocean Rig Olympia, the Ocean Rig Mykonos and the Eirik Raude, which contributed $42.5 million less in revenues for the year ended December 31, 2014, as compared to the same period in 2013. The maximum day-rates for the contracts on which our drilling units were employed during the year ended December 31, 2014, ranged between approximately $438,000 and $690,100 per day. The maximum day rates for the contracts on which our drilling units were employed during the year ended December 31, 2013, ranged between approximately $ 431,000 and $ 670,000 per day.

Operating expenses

Drilling rigs and drillships operating expenses increased by $222.8 million, or 44.1%, to $727.8 million for the year ended December 31, 2014, compared to $505.0 million for the year ended December 31, 2013. The increase in operating expenses was mainly due to the addition of the Ocean Rig Athena to the current fleet, resulting to operating expenses amounting to $46.9 million. Additionally, the significant increase is also due to the Ocean Rig Skyros and the Ocean Rig Mylos which were added to the current fleet in the second and third quarter of 2013, amounting to $165.2 million. Furthermore, the Ocean Rig Olympia , the Ocean Rig Mykonos the Ocean Rig Corcovado and the Leiv Eiriksson resulted to increased operating expenses amounting to $27.9 million. The total increase was partly offset by the decrease in operating expenses of the Eirik Raude which amounted to $15.0 million in aggregate, whereas the operating expenses of the Ocean Rig Poseidon remained approximately the same for the years ended 2013 and 2014.

Depreciation and amortization expense

Depreciation and amortization expense increased by $88.8 million, or 37.7%, to $324.3 million for the year ended December 31, 2014, as compared to $235.5 million for the year ended December 31, 2013. The increase in depreciation and amortization expense was mainly attributable to the depreciation expense of the Ocean Rig Athena which was added to the current fleet, amounting to $23.9 million as well as the increased depreciation of the Ocean Rig Mylos and Ocean Rig Skyros which were added to the fleet in the third and fourth quarter of 2013, amounting to $51.4 million. Furthermore, the Ocean Rig Mykonos , the Ocean Rig Corcovado and the Leiv Eiriksson resulted to increased depreciation expense amounting to $15.0 million in aggregate. This increase was partly offset by the decrease in depreciation expense of $1.5 million in aggregate of the Eirik Raude and the offices. The depreciation expense charged for the Ocean Rig Poseidon and Ocean Rig Olympia , remained approximately the same for the year ended December 31, 2014, as compared to the corresponding period in 2013.

General and administrative expenses

General and administrative expenses increased by $4.8 million, or 3.8%, to $131.7 million for the year ended December 31, 2014, as compared to $126.9 million for year ended December 31, 2013. This increase is mainly due to increased costs for the operation of the offices in Athens and increased consultancy fees.

Legal Settlements and other, net

A gain of $0.7 million was realized for the year ended December 31, 2014, as compared to a loss of $6.0 million during the year ended December 31, 2013 resulting to an increase of $6.7 million or 111.7%. The amount of $6.0 million (loss) in legal settlements for 2013 is mainly related to a claim settlement related to revenue under dispute of the operation of the Ocean Rig Corcovado in Greenland during 2011.The amount of $0.7 million relates to write off of claims from Samsung, cancellation fees and credit notes received during the year ended 2014.

Interest and finance costs

Interest and finance costs increased by $79.5 million, or 36.0%, to $300.1 million for year ended December 31, 2014, compared to $ 220.6 million for the year ended December 31, 2013. The increase is mainly due to the non- cash write offs and breakage cost fees resulting from the full repayment of the $1.35 billion senior secured credit facility totaling $22.0 million and write offs and redemption costs associated with the full refinancing of the Company's $500.0 million 9.5% senior unsecured notes due 2016 totaling to $32.6 million as well as the higher level of debt and interest rate during the year ended December 31, 2014.

Interest income

Interest income increased by $2.6 million, or 27.1 %, to $12.2 million for the year ended December 31, 2014, compared to $9.6 million for the year ended December 31, 2013. The increase was mainly due to higher interest rates on our deposits and the duration of our time deposits during 2014 as compared to 2013.

Gain/ (Loss) on interest rate swaps

Losses on interest rate swaps increased by $21.3 million, or 247.7%, to $12.7 million for year ended December 31, 2014, as compared to a gain of $8.6 million for the year ended December 31, 2013. The losses for the year ended December 31, 2014 was mainly due to payments of swap's interest.

Other, net

Other, net increased by $1.0 million, or 30.3% to a gain of $4.3 million for year ended December 31, 2014, compared to a gain of $3.3 million for the year ended December 31, 2013. The increase is mainly due to foreign currency exchange rate differences.

Income taxes

Income taxes increased by $33.2 million, or 74.4%, to $77.8 million for year ended December 31, 2014, compared to $44.6 million for the year ended December 31, 2013. Because our drilling units operate around the world, they may become subject to taxation in many different jurisdictions. The basis for such taxation depends on the relevant regulation in the countries in which we operate. Consequently, there is no expected relationship between the income tax expense or benefit for the period and the income or loss before taxes.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

	Year Ended December 31, 2012			Year Ended December 31, 2013			Change			Percentage Change

REVENUES:
Total revenues		941,903			1,180,250			238,347			25.3	%

EXPENSES:
Drilling rigs and drillships operating expenses		563,583			504,957			(58,626	)		(10.4	)%
Depreciation and amortization		224,479			235,473			10,994			4.9	%
Loss on sale of assets		133			-			(133	)		(100.0	)%
General and administrative expenses		83,647			126,868			43,221			51.7	%
Legal settlements and other, net		4,524			6,000			1,476			32.6	%
Operating income		65,537			306,952			241,415			368.4	%

OTHER INCOME/(EXPENSES):
Interest and finance costs		(116,427	)		(220,564	)		(104,137	)		89.4	%
Interest income		553			9,595			9,042			1635.1	%
Gain/(Loss) on interest rate swaps		(36,974	)		8,616			45,590			(123.3	)%
Other, net		(1,068	)		3,315			4,383			(410.4	)%
Total other expenses, net		(153,916	)		(199,038	)		(45,122	)		29.3	%

Income/(loss) before income taxes		(88,379	)		107,914			196,293			(222.1	)%
Income taxes		(43,957	)		(44,591	)		634			(1.4	)%
Net Income/(Loss)		(132,336	)		63,323			195,659			(147.9	)%

Revenues

Revenues from drilling contracts increased by $238.4 million, or 25.3%, to $1,180.3 million for the year ended December 31, 2013, as compared to $941.9 million for the year ended December 31, 2012. The increase is primarily attributable to the revenue from equipment testing of the Ocean Rig Skyros amounting to $2.1 million; the revenue of the Ocean Rig Mylos which was added to the Company's current fleet , amounting to $41.5 million and the revenue of the Ocean Rig Athena which contributed $0.7 million due to recharges while under construction as agreed under contract terms. Furthermore, there was an increase in operation days of the Ocean Rig Mykonos , the Ocean Rig Olympia and the Ocean Rig Corcovado within the period, as a result of the decrease in mobilization days due to the mobilization of the respective drillships to their drilling locations, which contributed, in aggregate, $521.5 million of revenues during the year ended December 31, 2013, as compared to $415.2 million during the same period in 2012. This increase was partly offset by the decreased revenues earned by the Ocean Rig Poseidon, which contributed $16.0 million less in revenues for the year ended December 31, 2013, as compared to the same period in 2012. The Eirik Raude and the Leiv Eiriksson , contributed an additional $103.8 million in revenues during the year ended December 31, 2013, as compared to the same period in 2012. The maximum dayrates for the contracts on which our drilling units were employed during the year ended December 31, 2013, ranged between approximately $431,000 and $670,000 per day. The maximum day rates for the contracts on which our drilling units were employed during the year ended December 31, 2012, ranged between approximately $ 440,000 and $ 670,000 per day.

Operating expenses

Drilling rigs and drillships operating expenses decreased by $58.6 million, or 10.4%, to $505.0 million for the year ended December 31, 2013, compared to $563.6 million for the year ended December 31, 2012. The decrease in operating expenses was mainly due to the significant decrease of operating expenses of the Eirik Raude , the Leiv Eiriksson , the Ocean Rig Corcovado and the Ocean Rig Poseidon amounting to $79.0 million in aggregate. The total decrease was partly offset by the Ocean Rig Mykonos , the Ocean Rig Olympia mobilization and upgrades that took place during 2013; and the Ocean Rig Mylos and Ocean Rig Skyros which were added to the Company's fleet resulting in increased operating expenses of $34.2 million in aggregate for the year ended December 31, 2013.

Depreciation and amortization expense

Depreciation and amortization expense for the drilling units increased by $11.0 million, or 4.9%, to $235.5 million for the year ended December 31, 2013, as compared to $224.5 million for the year ended December 31, 2012. The increase in depreciation and amortization expense was mainly attributable to the depreciation expense of Ocean Rig Mylos and Ocean Rig Skyros which were added to the current fleet, amounting to $12.3 million as well as the increased depreciation of the Ocean Rig Mykonos , the Ocean Rig Olympia and the Leiv Eiriksson amounting to $5.6 million in aggregate and the increase in the office depreciation expense by $0.4 million. This increase was partly offset by the decrease in depreciation expense of $7.3 million in aggregate related to the depreciation of the Ocean Rig Corcovado and the Eirik Raude . The depreciation expense charged for the Ocean Rig Poseidon remained approximately the same for the year ended December 31, 2013, as compared to the corresponding period in 2012.

Loss on sale of assets

Gain on asset sales amounted to $nil for the year ended December 31, 2013, while for the relevant period in 2012, there was a loss on asset disposal amounting to $0.1 million.

General and administrative expenses

General and administrative expenses increased by $43.3 million, or 51.8%, to $126.9 million for the year ended December 31, 2013, as compared to $83.6 million for year ended December 31, 2012. This increase is mainly due to increased costs for the operation of the offices in Athens and Angola and increased consultancy fees.

Legal Settlements and other, net

A loss of $6.0 million was realized for the year ended December 31, 2013, as compared to a loss of $4.5 million during the year ended December 31, 2012. The amount of $4.5 million (loss) in legal settlements for 2012 which is mainly related to a claim settlement related to import/export taxes duties in Angola that was settled during 2012 The amount of $6.0 million (loss) in legal settlements for 2013 is mainly related to a claim settlement related to revenue under dispute of the operation of the Ocean Rig Corcovado in Greenland during 2011.

Interest and finance costs

Interest and finance costs increased by $104.2 million, or 89.5%, to $220.6 million for year ended December 31, 2013, compared to $ 116.4 million for the year ended December 31, 2012. The increase is mainly due to the write off and breakage cost fees resulting from the full repayment of the $800.0 million secured term loan agreement and the two $495.0 million senior secured credit facilities totaling $61.1 million and increased interest expense of long term debt amounting to $54.4 million associated to the higher level of debt during the year ended December 31, 2013. Accordingly, capitalized interest and debt issuance costs increased by $20.5 million attributed to the new debt agreements the Company entered into during the year.

Interest income

Interest income increased by $9.0 million, or 1,500.0%, to $9.6 million for the year ended December 31, 2013, compared to $0.6 million for the year ended December 31, 2012. The increase was mainly due to an increased average cash balance and higher interest rates on our deposits during 2013, as compared to 2012.

Gain/ (Loss) on interest rate swaps

Gains on interest rate swaps increased by $45.6 million, or 123.3%, to $8.6 million for year ended December 31, 2013, as compared to a $37.0 million loss for the year ended December 31, 2012. The gain for the year ended December 31, 2013, was mainly due to mark to market gains of outstanding swap positions.

Other, net

Other, net increased by $4.4 million, or 400.0% to a gain of $3.3 million for year ended December 31, 2013, compared to a loss of $1.1 million for the year ended December 31, 2012. The increase is mainly due to foreign currency exchange rate differences.

Income taxes

Income taxes increased by $0.6 million, or 1.4%, to $44.6 million for year ended December 31, 2013, compared to $44.0 million for the year ended December 31, 2012. Because our drilling units operate around the world, they may become subject to taxation in many different jurisdictions. The basis for such taxation depends on the relevant regulation in the countries in which we operate. Consequently, there is no expected relationship between the income tax expense or benefit for the period and the income or loss before taxes.

B. Liquidity and Capital Resources

As of December 31, 2014, we had $2.6 million of restricted cash relating mainly to bank deposits which are blocked or pledged as cash collateral. Our restricted cash balances as of December 31, 2014 decreased by $51.0 million, or 95.1%, to $2.6 million, compared to $53.6 million as of December 31, 2013. The decrease in restricted cash balances was primarily due to the release of $50 million due to the repayment of our $1.35 billion senior secured credit facility.

As of December 31, 2014, we had $ 528.9 million of cash and cash equivalents. Our cash and cash equivalents decreased by $76.6 million, or 12.7%, to $528.9 million as of December 31, 2014, compared to $605.5 million as of December 31, 2013. The decrease in our cash and cash equivalents relates mainly to the payments of yard installments and capital upgrades amounting to $749.0 million in the aggregate, loan repayments amounting to $1,862.2 million, dividend payments amounting to $75.2 and investments in parent company amounting to $120,000 million, which were partly offset by proceeds from our loans and credit facilities of $2,250.0 million and net cash provided by operating activities of $469.8 million. As of December 31, 2014 and December 31, 2013, we had total indebtedness, on a consolidated basis, of $4.5 billion and $4.1 billion, respectively, under our outstanding debt agreements, excluding unamortized financing fees. Our total indebtedness as of December 31, 2014 increased by $0.4 billion, or 9.8%, to $4.5 billion, compared to $4.1 billion as of December 31, 2013 due to the $1.3 billion term loan and 7.25% senior unsecured notes entered in July 2014 and March 2014, respectively, which were partly offset by loan payments and repayments made during 2013.

As of December 31, 2014, the aggregate available undrawn amounts under our facilities at December 31, 2014, are nil. As of December 31, 2014, we were in compliance with all covenants related to our outstanding debt agreements. Please refer to the discussion on Long-term Debt as detailed in Note 9 of our audited consolidated financial statements.

As of December 31, 2014, our total purchase commitments consisted of the estimated remaining construction expenses of approximately $1.8 billion relating to the construction of our three seventh generation drillships under construction, which are scheduled to be delivered in June 2016, February 2017 and June 2017, respectively. The estimated total project cost per drillship under construction, excluding financing costs, is approximately $644.0 million, $728.0 million and $728.0 million, respectively. As of December 31, 2014, we have made pre-delivery payments of $280.2 million in the aggregate for these newbuilding drillships. The estimated remaining total construction payments for these drillships, excluding financing costs, amounted to approximately $1.8 billion in the aggregate as of December 31, 2014. We have not yet arranged financing for the remaining construction payments relating to the construction of our three seventh generation drillships, one of which is scheduled for delivery during 2016 and the other two are scheduled for delivery during 2017. We plan to finance these remaining payments,with new debt or equity financing, which we have not yet secured in full. We cannot be certain that we will be able to obtain the additional financing we need to complete the acquisition of our seventh generation drillships on acceptable terms or at all.

Working capital is defined as current assets minus current liabilities (including the current portion of long-term debt). Our working capital surplus amounted to $560.5 million as of December 31, 2014, as compared to a working capital surplus of $466.1 million as of December 31, 2013. The increase in working capital surplus as of December 31, 2014, as compared to December 31, 2013, is primarily due to the decrease of the debt falling due within a year.

Our principal use of funds has been capital expenditures to establish and grow our fleet, maintain the quality of our drilling units, comply with international standards, environmental laws and regulations, fund working capital requirements and make principal repayments on outstanding loan facilities. Since our formation, our principal source of funds has been equity provided by our shareholders, operating cash flows, our equity and notes offerings and long-term bank borrowings. From January 1, 2009 to December 3, 2010, we received $1.3 billion in cash from our parent company, DryShips, in the form of capital contributions to meet obligations for capital expenditures on our drillships under construction and debt repayments during the period. In 2011, we did not receive cash capital contributions from DryShips. In March and April 2011, we borrowed an aggregate amount of $175.5 million from DryShips through shareholder loans, which we repaid in full in April 2011. Based on our current liquidity position, we do not expect to require funding from DryShips over the next 12 months. As we are no longer a wholly owned subsidiary of DryShips, even if it is able to do so, DryShips may be unwilling to provide continued funding or credit support for our capital expenditure requirements or only provide such funding in return for market rate repayment and interest rates or issuances of equity securities, which could be significantly dilutive to other shareholders.

Our internally generated cash flow is directly related to our business and the market sectors in which we operate. Should the drilling market deteriorate, or should we experience poor results in our operations, cash flow from operations may be reduced. As of December 31, 2014, assuming the drilling or financing markets do not deteriorate, we believe that our current cash balances and operating cash flow, together with the proceeds of any debt or equity issuances in the future, will be sufficient to meet our liquidity needs for the next 12 months, including minimum cash requirements under our secured credit facilities, under which $32.0 million is due in 2015 and our newbuilding contracts, under which an aggregate of approximately $566.3 million is due in 2015. Our access to debt and equity markets may be reduced or closed due to a variety of events, including a credit crisis, credit rating agency downgrades of our debt, industry conditions, general economic conditions, market conditions and market perceptions of us and our industry.

Compliance with Covenants under Our Debt Agreements

Our debt agreements, including the indenture governing our Senior Secured Notes, impose operating and financial restrictions on us. These restrictions generally limit our ability to, among other things (i) pay dividends; (ii) incur or guarantee additional indebtedness; (iii) create or permit liens on our assets; (iv) change the management and/or ownership of the drilling units; (v) change the general nature of their business; (vi) consummate a merger, consolidation or sale of our drilling units or the shares of our subsidiaries; (vii) make investments; and (viii) enter into transactions with affiliates.

In addition, our secured credit facilities, which are secured by mortgages on our operating drillships, require us and certain of our subsidiaries to maintain specified financial ratios and satisfy certain financial covenants, including the requirement that that the market value of the mortgaged drillships under the applicable credit facility, determined in accordance with the terms of that facility, does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as a value maintenance clause. In general, these financial covenants relate to the maintenance of (i) minimum amount of free cash; (ii) leverage ratio not to exceed specified levels; (iii) minimum interest coverage ratio; (iv) minimum current ratio (the ratio of current assets to current liabilities); and (v) minimum equity ratio (the ratio of value adjusted equity to value adjusted total assets). Any future credit agreement or amendment or debt instrument we enter into may contain similar or more restrictive covenants.

Events beyond our control, including changes in the economic and business conditions in the deepwater offshore drilling market in which we operate, may affect our ability to comply with these ratios and covenants. Our ability to maintain compliance will also depend substantially on the value of our assets, our dayrates, our ability to obtain drilling contracts, our success at keeping our costs low and our ability to successfully implement our overall business strategy. We cannot guarantee that we would be able to obtain our lenders' waiver or consent with respect to any noncompliance with the specified financial ratios and financial covenants under our various credit facilities or future financial obligations or that we would be able to refinance any such indebtedness in the event of default.

The restrictions, ratios and financial covenants in our debt agreements could limit our ability to fund our operations or capital needs, make acquisitions or pursue available business opportunities, which in turn may adversely affect our financial condition. A violation of any of these provisions could result in a default under our existing and future debt agreements which could allow all amounts outstanding thereunder to be declared immediately due and payable. This would likely in turn trigger cross-acceleration and cross-default rights under the terms of our indebtedness outstanding at such time. If the amounts outstanding under our indebtedness were to be accelerated or were the subject of foreclosure actions, we cannot assure you that our assets would be sufficient to repay in full the money owed to the lenders or to our other debt holders.

As of December 31, 2014, we were in compliance with all covenants related to our debt agreements.

If our indebtedness is accelerated pursuant to the cross-default or cross-acceleration provisions contained therein, it will be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our drilling units if any of our lenders or the trustee and collateral agent under the indenture governing our Senior Secured Notes move to foreclose their liens on the collateral securing the agreements. We expect that cash on hand and cash generated from operations would be sufficient to repay our facilities that have cross-default provisions, which amounted to approximately $4.0 billion in the aggregate, excluding our 7.25% senior unsecured notes, as of December 31, 2014. However, in the event we do not have sufficient cash on hand and cash generated from operations to repay our indebtedness that has cross-default provisions, if that debt were to be accelerated by our lenders or the trustee or noteholder collateral agent, we would have to seek to access the capital markets to fund the mandatory payments and we cannot guarantee that such financing will be available on attractive terms or at all.

Our Debt Agreements

Existing Debt Agreements

6.50% senior secured notes due 2017

On September 20, 2012, Drill Rigs Holdings, our wholly-owned subsidiary, or the Issuer, completed the issuance of $800 million aggregate principal amount of Senior Secured Notes pursuant to an indenture in the 2012 Secured Bond Offering. The Senior Secured Notes and are fully and unconditionally guaranteed, on a senior secured basis, by us and certain existing and future subsidiaries of the Issuer, or the Subsidiary Guarantors, including subsidiaries of the Issuer that holds or will hold the Leiv Eiriksson or the Eirik Raude , or certain assets related to such drilling rigs, or that is or becomes party to a drilling contract in respect of either the Leiv Eiriksson or the Eirik Raude .

The Senior Secured Notes are secured, on a first priority basis, by a security interest in the Leiv Eiriksson and the Eirik Raude and certain other assets of the Issuer and Subsidiary Guarantors, assignments of all earnings and insurance proceeds related to the two drilling rigs, and by a pledge of the stock of the Issuer and the Subsidiary Guarantors.

The Senior Secured Notes mature on October 1, 2017, and bear interest from the date of their issuance at the rate of 6.50% per annum. Interest on outstanding Senior Secured Notes is payable semi-annually in arrears, commencing on April 1, 2013. The net proceeds, after fees and expenses, of the 2012 Secured Bond Offering of approximately $782.0 million were used to fully repay outstanding indebtedness under our $1.04 billion senior secured credit facility described below under "—Repaid Debt Agreements—$1.04 billion secured credit facility," amounting to $487.5 million as of June 30, 2012, and for the purposes of financing offshore drilling rigs, and to pay all fees and expenses associated therewith.

The Senior Secured Notes rank equally in right of payment with all of the Issuer's existing and future senior indebtedness and senior in right of payment to any of the Issuer's existing and future subordinated indebtedness. The guarantees of each guarantor are senior obligations of that guarantor and rank equally in right of payment with all of that guarantor's existing and future senior indebtedness, including guarantees, and senior in right of payment to all of that guarantor's existing and future subordinated indebtedness.

At any time on or after October 1, 2015, the Issuer may redeem some or all of the Senior Secured Notes at specified redemption prices, plus accrued and unpaid interest on the Senior Secured Notes redeemed. Prior to October 1, 2015, the Issuer may, at its option, redeem up to 35% of the aggregate original principal amount of the Senior Secured Notes with the net proceeds of one or more equity offering at a price equal to 106.5% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of redemption. In addition, prior to October 1, 2015, the Issuer may redeem all or a portion of the Senior Secured Notes at a redemption price equal to 100% of the outstanding principal amount thereof, plus any accrued and unpaid interest thereon to the date of redemption, plus a "make whole" premium. Also prior to October 1, 2015, the Issuer may, not more than once in any twelve-month period, redeem up to 10% of the original principal amount of the Senior Secured Notes at a redemption price equal to 103% of the principal amount thereof, plus any accrued and unpaid interest thereon to the date of redemption.

If a change of control, as defined in the indenture, occurs, each holder of Senior Secured Notes will have the right to require the repurchase of all or any part of its Senior Secured Notes at a price equal to 101% of their original principal amount, plus accrued and unpaid interest to the date of repurchase. In addition, the Issuer may be required to offer to use all or a portion of the net proceeds of certain asset sales to purchase some or all of the Senior Secured Notes at 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase.

The indenture governing the Senior Secured Notes, among other things, limits the ability of us and our restricted subsidiaries thereunder, including the Issuer, to: (i) incur or guarantee additional indebtedness or issue preferred stock or disqualified capital stock; (iii) pay dividends, redeem equity interests or subordinated indebtedness or make other restricted payments; (iv) transfer or sell assets; (v) incur dividend or other payment restrictions affecting restricted subsidiaries; (vii) enter into transactions with affiliates; (ix) engage in businesses other than a business that is the same as our current business and any reasonably related businesses; and (viii) designate subsidiaries as unrestricted subsidiaries. In addition, the indenture also restricts the Issuer's ability and the ability of us and the other guarantors to, among other things, (i) create or incur liens; (ii) consummate a merger, consolidation or sale of all or substantially all of the assets of the Issuer, us or the other guarantors; and (iii) take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the Senior Secured Notes. Subject to certain exceptions, our future subsidiaries will become restricted subsidiaries under the indenture governing the Senior Secured Notes and, under limited circumstances, may also become guarantors of the Senior Secured Notes.

The Senior Secured Notes are listed on the Official List of the Irish Stock Exchange and trade on the Global Exchange Market of that exchange.

$1,9 billion Term Loan B Facilities, dated July 12, 2013

On July 12, 2013, we, through our wholly-owned subsidiaries, Drillships Financing Holding Inc. ("DFHI") and Drillships Projects Inc., entered into a $1.8 billion senior secured term loan facility, comprised of tranche B-1 term loans in an aggregate principal amount equal to $975.0 million ("Tranche B-1 Term Loans") and tranche B-2 term loans in an aggregate principal amount equal to $825.0 million ("Tranche B-2 Term Loans" and, together with the Tranche B-1 Term Loans, the "Term Loans"), with respective maturity dates in the first quarter of 2021, subject to adjustment to the third quarter of 2020 in certain circumstances and the third quarter of 2016. The Term Loans are initially guaranteed by Ocean Rig and certain existing and future subsidiaries of DFHI and are secured by certain assets of, and by a pledge of the stock of, DFHI and the subsidiary guarantors. The net proceeds of the Term Loans were used by Ocean Rig to repay in full amounts outstanding under Ocean Rig's $800.0 million secured term loan agreement and the two $495.0 million senior secured credit facilities, amounting to $1,519.2 million in aggregate .The unamortized balance of deferred finance fees associated with the repaid loans, amounting to approximately $23.3 million was written off upon the extinguishment of the related debt in July 2013. In addition, restricted cash of $131.6 million associated with the respective loans has been released upon the repayment. On July 26, 2013, we through our wholly-owned subsidiaries DFHI and Drillships Projects Inc entered into an incremental amendment to the $1.8 billion senior term loan for additional tranche B-1 term loans in a principal amount of $100.0 million.

As of December 31, 2013, we had outstanding borrowings amounting to $1,895.3 million under this facility.

On February 7, 2014, we refinanced our existing short-term Tranche B-2 Term Loans with a fungible add-on to its existing long-term Tranche B-1 Term Loans. As a result of this refinancing, the total $1.9 billion of Tranche B-1 Term Loans will mature no earlier than the third quarter of 2020.

As of December 31, 2014, we had outstanding borrowings amounting to $1,876.3 million under this facility.

$1.3 billion Senior Secured Term Loan B Facility

On July 25, 2014, Ocean Rig's wholly owned subsidiary, Drillships Ocean Ventures Inc., entered into a $1.3 billion Senior Secured Term Loan B ("New Term Loan B") facility to refinance the $1.35 billion Senior Secured Credit Facility, which had an outstanding loan balance of approximately $1.3 billion on that date. The unamortized balance of the deferred finance fees associated with the loan repaid, amounting to approximately $19.8 million, was written off in the consolidated statement of operations upon the extinguishment of the related debt in July 2014. In addition, restricted cash of $75.0 million associated with the respective debt was released upon the repayment. The New Term Loan B facility which is secured primarily by first priority mortgages on the vessels, Ocean Rig Mylos , Ocean Rig Skyros and Ocean Rig Athena , bears interest at a fixed rate and matures on July 25, 2021.

As of December 31, 2014, we had outstanding borrowings amounting to $1,296.8 million under this facility.

Ocean Rig's 7.25% senior unsecured notes due 2019

On March 26, 2014, Ocean Rig issued $500.0 million aggregate principal amount of 7.25% senior unsecured notes due 2019 (the "7.25% Senior Unsecured Notes"), offered in a private placement, resulting in net proceeds of approximately $493.6 million. The 7.25% Senior Unsecured Notes are unsecured obligations and rank senior in right of payment to any future subordinated indebtedness and equally in right of payment to all of its existing and future unsecured senior indebtedness. Ocean Rig used the net proceeds from the offering of the 7.25% Senior Unsecured Notes, together with cash on hand and repurchased $462.3 million of its 9.5% Senior Unsecured Notes, of which $500 million in aggregate principal amount was outstanding prior to closing of the 7.25% Senior Unsecured Notes Offering, at a tender premium of 105.375%, while the remaining $37.7 million, was redeemed at a redemption price of 104.5% on May 13, 2014.

The 7.25% Senior Unsecured Notes are not guaranteed by any of the Company's subsidiaries. Upon a change of control, which occurs if 50% or more of the Company's shares are acquired by any person or group other than DryShips or its affiliates, the noteholders will have an option to require the Company to purchase all outstanding notes at a redemption price of 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. The contractual semi-annual coupon interest rate is 7.25% per year.

Repaid Debt Agreements

$1.35 billion Senior Secured Credit Facility

On February 28, 2013, Drillships Ocean Ventures Inc., our wholly-owned subsidiary, entered into a secured term loan facilities agreement with a syndicate of lenders and DNB Bank ASA, as facility agent and security agent, in the amount of $1.35 billion to partially finance the construction costs of the Ocean Rig Mylos and the Ocean Rig Skyros, which were delivered during 2013, and the Ocean Rig Athena delivered in March 2014. The facilities agreement were comprised of three secured credit facilities of up to $150 million each (one relating to each of the aforementioned seventh generation drillships) made available by the commercial lenders, or the Commercial Facilities, three term loan facilities of up to $150 million each (one relating to each of the aforementioned seventh generation drillships) made available by Eksportkreditt Norge AS, or the Eksportkreditt GIEK Facilities, and three term loan facilities of up to $150 million each (one relating to each of the aforementioned seventh generation drillships) made available by the Export-Import Bank of Korea, or the Kexim Facilities. All term loan facilities bore interest at LIBOR plus a margin and were repayable in quarterly installments, beginning three months after the delivery of the first drillship. The Commercial Facilities matured five years after the first repayment date while the Eksportkreditt GIEK Facilities and Kexim Facilities mature five or eleven years after the first repayment date at the lenders option.

On August 30, 2013, we signed a supplemental agreement to amend certain provisions in its $1.35 billion secured term loan facility dated February 28, 2013. On July 25, 2014, this facility was refinanced by the $1.3 billion Senior Secured Term Loan B Facility (see above).

9.5% senior unsecured notes due 2016

On April 27, 2011, we completed the issuance of $500.0 million aggregate principal amount of our 9.5% senior unsecured notes due 2016 in the 2011 Unsecured Bond Offering made to both non-U.S. persons in Norway in reliance on Regulation S under the Securities Act and to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act. We received net proceeds of the 2011 Unsecured Bond Offering of approximately $487.5 million, which was used to finance a portion of the remaining payments under our newbuilding program and for general corporate purposes. DryShips, our parent company, purchased $75.0 million of our 9.5% senior unsecured notes due 2016 from a third party on May 18, 2011.

The 9.5% Senior unsecured notes were repurchased or redeemed by proceeds from the 7.25% senior unsecured notes offering discussed above, together with cash on hand.

Two $562.5 million senior secured credit facilities, amended to $495.0 million each, or the Deutsche Bank credit facilities

On July 18, 2008, Drillship Kithira Owners Inc. and Drillship Skopelos Owners Inc., majority-owned subsidiaries and the owners of our drillships, the Ocean Rig Poseidon and the Ocean Rig Mykonos , respectively, each entered into separate loan agreements with a syndicate of lenders, including Deutsche Bank AG, London Branch, in the amount of $562.5 million to partially finance the construction costs of the Ocean Rig Poseidon and the Ocean Rig Mykonos. We refer to these facilities as the Deutsche Bank credit facilities.

On April 27, 2011, we entered into an agreement with the lenders under the Deutsche Bank credit facilities to amend these credit facilities. As a result of this restructuring, among other things, the maximum amount permitted to be drawn was reduced from $562.5 million to $495.0 million under each credit facility. These credit facilities were subsequently amended and were repaid in full with a portion of the net proceeds of the $1.9 billion Term Loans in July 2013.

$800.0 million secured term loan facility, dated April 15, 2011

On April 15, 2011, our majority-owned subsidiary, Drillships Holdings Inc., entered into a $800.0 million senior secured term loan agreement with Nordea Bank as agent and a syndicate of lenders to fund a portion of the construction of the drillships Ocean Rig Corcovado and the Ocean Rig Olympia . The $800.0 million senior secured term loan agreement consisted of four term loans, which were all fully drawn during April 2011. On May 9, 2012, Ocean Rig UDW and Drillships Holdings Inc. signed an amendment under the $800.0 million secured term loan agreement to, among other things, terminate the guarantee by DryShips Inc. This facility was repaid in full with a portion of the net proceeds of the $1.9 billion Term Loans in July 2013.

Cash Flows

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Our cash and cash equivalents decreased to $528.9 million as of December 31, 2014, compared to $ 605.5 million as of December 31, 2013, primarily due to cash used in investing activities partly offset by cash provided by financing and operating activities. Our working capital surplus was $560.5 million as of December 31, 2014, compared to a $ 466.1 million working capital surplus as of December 31, 2013.

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $469.8 million for the year ended December 31, 2014. In determining net cash provided by operating activities for the year ended December 31, 2014, net income was adjusted for the effects of certain non-cash items, including $324.3 million of depreciation and amortization and $43.0 million of amortization of deferred financing costs. Moreover, for the year ended December 31, 2014, net income was also adjusted for the effects of non-cash items, such as the gain in the change in fair value of derivatives of $15.9 million. Net cash provided by operating activities was $333.0 million for the year ended December 31, 2013.

Net Cash Used in Investing Activities

Net cash used in investing activities was $815.0 million for the year ended December 31, 2014, compared to $1,144.2 million for the year ended December 31, 2013. We made expenditures related to drillships under construction, drilling rigs, drillships, machinery, equipment and other improvements of approximately $749.0 million for the year ended December 31, 2014, compared to $1,283.4 million for shipyard payments and project capital expenditures for the year ended December 31, 2013. The decrease in restricted cash was $51.0 million during the year ended December 31, 2014, compared to a decrease of $139.1 million in the corresponding period of 2013.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $268.6 million for the year ended December 31, 2014, consisting of repayments of credit facilities amounting to $1,862.2 million, payments of financing fees amounting to $43.5 million and payments of dividends amounting to $75.2 that were partly offset by proceeds from long term debt amounting to $2,250.0 million. This compares to net cash provided by financing activities of $1,099.3 million for the year ended December 31, 2013, consisting of repayments of credit facilities amounting to $1,622.2 million and payments of financing fees amounting to $84.3 million that were partly offset by a refund of financing fees amounting to $5.9 million and proceeds from long term debt amounting to $2,800.0 million.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Our cash and cash equivalents increased to $605.5 million as of December 31, 2013, compared to $ 317.4 million as of December 31, 2012, primarily due to cash provided by financing and operating activities partly offset by cash used in investing activities. Our working capital surplus was $466.1 million as of December 31, 2013, compared to a $ 91.5 million working capital surplus as of December 31, 2012.

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $333.0 million for the year ended December 31, 2013. In determining net cash provided by operating activities for the year ended December 31, 2013, net income was adjusted for the effects of certain non-cash items, including $235.5 million of depreciation and amortization and $38.8 million of amortization of deferred financing costs. Moreover, for the year ended December 31, 2013, net income was also adjusted for the effects of non-cash items, such as the gain in the change in fair value of derivatives of $44.4 million. Net cash provided by operating activities was $278.3 million for the year ended December 31, 2012.

Net Cash Used in Investing Activities

Net cash used in investing activities was $1,144.2 million for the year ended December 31, 2013, compared to $ 320.5 million for the year ended December 31, 2012. We made expenditures related to drillships under construction, drilling rigs, drillships, machinery, equipment and other improvements of approximately $1,283.4 million for the year ended December 31, 2013, compared to $ 310.1 million for shipyard payments and project capital expenditures for the year ended December 31, 2012. The decrease in restricted cash was $139.1 million during the year ended December 31, 2013, compared to an increase of $10.6 million in the corresponding period of 2012.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $1,099.3 million for the year ended December 31, 2013, consisting of repayments of credit facilities amounting to $1,622.2 million and payments of financing fees amounting to $84.3 million that were partly offset by a refund of financing fees amounting to $5.9 million and proceeds from long term debt amounting to $2,800.0 million. This compares to net cash provided by financing activities of $800.0 million in gross proceeds from the issuance of our 6.50% senior secured notes due 2017 in September 2012, which was largely offset by repayments of credit facilities amounting to an aggregate of $671.7 million.

Swap Agreements

As of December 31, 2014, we had 7 interest rate swap and cap and floor agreements outstanding, with a notional amount of $1.8 billion, maturing from April 2016 through November 2017. These agreements were entered into in order to economically hedge our exposure to interest rate fluctuations with respect to our borrowings. As of December 31, 2014, the aggregate fair value the above agreements was a net liability of $16.4 million. This fair value equates to the amount that would be paid by us if the agreements were cancelled at the reporting date, taking into account current interest rates and our creditworthiness.

As of December 31, 2013, we had 9 interest rate swap and cap and floor agreements outstanding, with a notional amount of $2.1 billion, maturing from September 2014 through November 2017. These agreements were entered into in order to economically hedge our exposure to interest rate fluctuations with respect to our borrowings. As of December 31, 2013, the aggregate fair value the above agreements was a net liability of $32.3 million. This fair value equates to the amount that would be paid by us if the agreements were cancelled at the reporting date, taking into account current interest rates and our creditworthiness.

As of December 31, 2012, we had twelve interest rate swap and cap and floor agreements outstanding, with a notional amount of $2.8 billion, maturing from September 2013 through November 2017. These agreements were entered into in order to economically hedge our exposure to interest rate fluctuations with respect to our borrowings. As of December 31, 2012, the aggregate fair value the above agreements was a net liability of $76.7 million.

As of December 31, 2011, we had seven interest rate swap and cap and floor agreements outstanding, with a notional amount of $1.0 billion, maturing from September 2013 through November 2017. As of December 31, 2011, the fair value of the above agreements was a liability of $92.8 million.

As of January 1, 2011, we discontinued hedge accounting and, as such, changes in the fair values of the agreements entered into as of December 31, 2012 and December 31, 2011 are included in the accompanying consolidated statement of operations.

As of December 31, 2012, a security deposit of $8,000 was provided as security by us. This amount was released upon the delivery of Ocean Rig Mylos and Ocean Rig Skyros on August 19, 2013 and December 20, 2013, respectively.

See "Item 11. Quantitative and Qualitative Disclosures About Market Risk."

Currency Forward Sale Exchange Contracts

As of December 31, 2014, 2013 and 2012, we had no outstanding currency forward sale exchange contracts. The change in fair value of forward contracts during the year ended December 31, 2011 amounted to a loss of $1.5 million and is included as Other, net in our consolidated statement of operations. See Note 10 to our consolidated financial statements included elsewhere in this annual report.

See "Item 11. Quantitative and Qualitative Disclosures About Market Risk."

Supplemental Information

Drill Rigs Holdings Inc. and its Operating Subsidiaries

Drill Rigs Holdings, the issuer of our Senior Secured Notes, or the Issuer, is a corporation incorporated under the laws of the Republic of the Marshall Islands on October 10, 2008. The Issuer is a wholly owned subsidiary of the Company. Ocean Rig 1 Inc. and Ocean Rig 2 Inc., corporations incorporated under the laws of the Marshall Islands on October 10, 2008, and wholly owned subsidiaries of the Issuer, each separately own and operate our modern, fifth generation ultra-deepwater semi-submersible offshore drilling rigs, the Leiv Eiriksson and the Eirik Raude , respectively. The Senior Secured Notes are secured by, among other things, first priority mortgages on the Leiv Eiriksson and the Eirik Raude . Ocean Rig 1 Inc. and Ocean Rig 2 Inc., along with other existing and future subsidiaries of the Issuer that hold or will hold the Leiv Eiriksson or the Eirik Raude , or certain assets related to such drilling rigs, or that are or become a party to a drilling contract for the employment of the Leiv Eiriksson or the Eirik Raude , or collectively, the Issuer Subsidiary Guarantors, and Ocean Rig UDW Inc. are guarantors of our Senior Secured Notes. The address for the Issuer and Issuer Subsidiary Guarantors' principal place of business is c/o Ocean Rig UDW Inc., 10 Skopa Street, Tribune House, 2nd Floor, Office 202, CY 1075, Nicosia.

The following is additional information about the Issuer and Issuer Subsidiary Guarantors, all of which are wholly owned subsidiaries of the Issuer, as of December 31, 2014.

(a)

Drill Rigs Holdings Inc . is a private limited company organized under the laws of theMarshall Islands. It is registered under registration number 32563 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,Marshall Islands MH 96960.

(b)

Ocean Rig 1 Inc . is a private limited company organized under the laws of Marshall Islands. It is registered under registration number 32564 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

(c)

Ocean Rig 2 Inc . is a private limited company organized under the laws of Marshall Islands. It is registered under registration number 32566 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

(d)

Ocean Rig 1 Shareholders Inc . is a private limited company organized under the laws of Marshall Islands. It is registered under registration number 32565 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

(e)

Ocean Rig 2 Shareholders Inc . is a private limited company organized under the laws of Marshall Islands. It is registered under registration number 32567 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

(f)

Ocean Rig 1 Greenland Operations Inc . is a private limited company organized under the laws of Marshall Islands. It is registered under registration number 45634 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

(g)

Ocean Rig Falkland Operations Inc . is a private limited company organized under the laws of Marshall Islands. It is registered under registration number 49548 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

(h)

Drill Rigs Operations Inc . is a private limited company organized under the laws of Marshall Islands. It is registered under registration number 49395 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

(i)

Ocean Rig EG Operations Inc . is a private limited company organized under the laws of Marshall Islands. It is registered under registration number 53660 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

(j)

Ocean Rig Norway Operations Inc . is a private limited company organized under the laws of Marshall Islands. It is registered under registration number 53753 and the address of its registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

Selected Historical Consolidated Financial Information and Other Data

The following table sets forth certain financial and other data of Drill Rigs Holdings, our wholly-owned subsidiary and the issuer of our Senior Secured Notes, and its operating subsidiaries, each an Issuer Subsidiary Guarantor of the Senior Secured Notes, at the dates and for the periods indicated, which is derived from unaudited financial statements of Drill Rigs Holdings and its operating subsidiaries on a consolidated basis and was prepared by us for use in connection with certain reporting requirements set forth under the indenture governing the Senior Secured Notes.

	Year Ended December 31
(U.S. Dollars in thousands)	2013			2014
Total revenue		407,633			427,703
EBITDA(1)		229,419			231,709
Total assets		1,366,349			1,254,454
Total debt, net of financing fees		(784,485	)		(788,224	)
Shareholders' equity		(458,298	)		(384,938	)
Total cash and cash equivalents		87,007			23,635
Capital expenditures (2)		(77,265	)		(13,674	)

(1)

EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA is a non-U.S. GAAP measure and does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by U.S. GAAP or other U.S. GAAP measures, and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which we measure our operations . EBITDA is also used by various of our lenders as a measure of our compliance with certain loan covenants and because we believe that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness.

(2)	Capital expenditures represent fixed assets improvements.

EBITDA reconciliation

EBITDA represents net income before interest, taxes, depreciation and amortization and. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by US GAAP and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which Drill Rigs Holdings measures its operations. EBITDA is also presented herein because Drill Rigs Holdings believes that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness.

	Year Ended December 31
(U.S. Dollars in thousands)	2013			2014
EBITDA reconciliation
Net income		109,013			114,058
Interest and finance costs		56,673			89,031
Interest income		(12,556	)		(51,652	)
Depreciation		72,110			77,158
Income taxes		4,179			3,114

EBITDA		229,419			231,709

Additional Unaudited Financial Information

The below information was prepared by us for use in connection with certain reporting requirements set forth under the indenture governing the Senior Secured Notes.

For the fiscal year ended December 31, 2014, EBITDA of Ocean Rig UDW Inc. and its consolidated subsidiaries, or the Group, attributable to the Issuer, the Issuer Subsidiary Guarantors and the subsidiaries of Ocean Rig UDW Inc. that are not guarantors of the Senior Secured Notes, or the Non-guarantors, was $-16.0 million (or -1.7%), $247.8 million (or 26.1%) and $718.0 million (or 75.6%), respectively.

As of December 31, 2014, the net assets of the Group attributable to the Issuer, the Issuer Subsidiary Guarantors and the Non-guarantors were $ -876.9 million (or -27.7%,) $ 1,261.8 million (or 39.9%) and $2,781.4 million (or 87.8%), respectively.

For the fiscal year ended December 31, 2014, EBITDA of the Group attributable to our Issuer Subsidiary Guarantors, Ocean Rig 1 Inc., the owner of the Leiv Eiriksson , and Ocean Rig 2 Inc., the owner of the Eirik Raude , accounted for $117.3 million (or 13.3%) and $130.5 million (or 13.7%), respectively; and the net assets of the Group attributable to them as of that date were $586.8 million (or 18.5%) and $675.0 million (or 21.4%), respectively.

	For the Year Ended December 31, 2014
(U.S. Dollars in thousands)	Issuer			Issuer Subs Guarantor			Non-guarantors		Ocean Rig 2 Inc./ Eirik Raude			Ocean Rig 1 Inc./ Leiv Eiriksson
EBITDA reconciliation
Net income		(68,848	)		182,906			145,745		109,319			75,030
Depreciation		84,836			4,195			211,100		31,714			43,892
Interest and finance costs		(32,143	)		(19,509	)		39,425		2,482			1,717
Interest income		109			77,049			247,144		(13,120	)		(6,394	)
Income Taxes					3,114			74,709		109			3,005

EBITDA(1)		(16,045	)		247,754			718,123		130,504			117,250

(1) EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA is a non-U.S. GAAP measure and does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by U.S. GAAP or other U.S. GAAP measures, and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which we measure our operations.

High Composition of Non-Guarantor Companies

As non-guarantor companies may represent in excess of 25% of the EBITDA or net assets of the group's audited consolidated financial statements, the consolidated financial information may be of limited use in assessing the financial position of the guarantors of the Senior Secured Notes.

Ocean Rig UDW Inc. and its Operating Subsidiaries

Adjustments to the calculation of Consolidated Net Income under the 7.25% Senior Unsecured Notes.

During the year ended December 31, 2014, we estimate that we will not exceed $32.2 million of adjustments to the calculation of consolidated net income in connection with drydock, shipyard stay and special survey expenses for the drilling rigs and drillships of Ocean Rig.

Drillships Financing Holdings Inc. and its Operating Subsidiaries

Adjustments to the calculation of Consolidated Net Income under the $1.9 billion Term Loan B Facility.

Selected Historical Consolidated Financial Information and Other Data

The following table sets forth certain financial and other data of Drillships Financing Holdings Inc., our wholly-owned subsidiary and the issuer of $1.9 billion Term Loan B Facility(the "Term Loan B") and each of its subsidiaries, that is a guarantor of the Term Loan B (collectively "Drillships Financing Holdings Inc."), at the dates and for the periods indicated, which are derived from the unaudited financial statements of Drillships Financing Holdings on a consolidated basis and were prepared by us for use in connection with certain reporting requirements set forth in the indenture governing the $1.9 billion Term Loan B Facility.

	Year Ended December 31
(U.S. Dollars in thousands)	2013			2014
Total revenue		645,023			655,207
EBITDA(1)		378,969			353,917
Total assets		3,328,778			3,162,233
Total debt, net of financing fees		(1,839,171	)		(1,825,671	)
Shareholders' equity		(1,325,114	)		(1,233,765	)
Total cash and cash equivalents		26,274			24,554
Capital expenditures (2)		(25,413	)		(15,171	)

(1)

EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA is a non-U.S. GAAP measure and does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by U.S. GAAP or other U.S. GAAP measures, and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which we measure our operations. EBITDA is also used by various of our lenders as a measure of our compliance with certain loan covenants and because we believe that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness.

(2)	Capital expenditures represent fixed assets improvements.

EBITDA reconciliation

EBITDA represents net income before interest, taxes, depreciation and amortization and class survey costs. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by United States generally accepted accounting principles ("U.S. GAAP") and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which Drillships Financing Holdings measures its operations. EBITDA is also presented herein because Drillships Financing Holdings believes that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness.

	Year Ended December 31
(U.S. Dollars in thousands)	2013		2014
EBITDA reconciliation
Net income		88,489		109,221
Net interest expense		114,114		62,321
Depreciation		149,491		158,512
Income taxes		26,875		23,863

EBITDA		378,969		353,917

Drillships Ocean Ventures Inc. and its Operating Subsidiaries

Adjustments to the calculation of Consolidated Net Income under the $1.3 billion Senior Secured Term Loan B Facility.

Selected historical consolidated financial information and other data:

The following table sets forth certain financial and other data of Drillships Ocean Ventures Inc. our wholly-owned subsidiary and the issuer of $1.3 billion Senior Secured Term Loan B Facility (the "New Term Loan B") and each of its subsidiaries, that is a guarantor of the New Term Loan B (collectively "Drillships Ocean Ventures"), at the dates and for the periods indicated, which are derived from the unaudited financial statements of Drillships Ocean Ventures on a consolidated basis and were prepared by us for use in connection with certain reporting requirements set forth in the indenture governing the $1.3 billion New Term Loan B Facility.

	Year Ended December 31
(U.S. Dollars in thousands)	2013			2014
Total revenue		36,806			552,205
EBITDA(1)		23,921			338,678
Total assets		2,043,068			2,335,554
Total debt, net of financing fees		(875,665	)		(1,266,342	)
Shareholders' equity		(932,603	)		(896,357	)
Total cash and cash equivalents		6,083			21,950
Capital expenditures (2)		(1,001,447	)		(389,532	)

(1)

EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA is a non-U.S. GAAP measure and does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by U.S. GAAP or other U.S. GAAP measures, and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which we measure our operations. EBITDA is also used by various of our lenders as a measure of our compliance with certain loan covenants and because we believe that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness.

(2)

Capital expenditures represent fixed assets improvements, payments made to yard for the drillships under construction and related construction expenses.

EBITDA reconciliation

EBITDA represents net income before interest, taxes, depreciation and amortization and class survey costs. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by United States generally accepted accounting principles ("U.S. GAAP") and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which Drillships Ocean Ventures measures its operations. EBITDA is also presented herein because Drillships Ocean Ventures believes that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness.

	Year Ended December 31
(U.S. Dollars in thousands)	2013			2014
EBITDA reconciliation
Net income/(loss)		(22,732	)		81,237
Net interest expense		34,366			152,279
Depreciation		12,287			87,577
Income taxes					17,585

EBITDA		23,921			338,678

C. Research and Development, Patents and Licenses, etc.

Not applicable.

D. Trend Information

E. Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

F. Tabular disclosure of contractual obligations

The following table sets forth our contractual obligations and their maturity dates as of December 31, 2014:

Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
(U.S. Dollars in thousands)

Drillships under construction (1)		1,928,900		566,300		1,362,600		-		-
Loan payments (2)		4,473,000		32,000		864,000		564,000		3,013,000
Interest payments (3)		1,450,970		236,931		532,403		404,837		276,799

Total		7,852,870		835,231		2,759,003		968,837		3,289,799

____________________________

(1)	The figure includes contracted purchase obligations only.

(2)	Includes $500 million in aggregate principal amount of 7.25% senior unsecured notes and $800 million in aggregate principal amount of 6.5% senior secured notes.

(3)	Based on interest rates ranging from 5.5% to 7.25%.

Recent Accounting Pronouncements:

Revenue from Contracts with Customers

The Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board ("IASB") (collectively, the "Boards") jointly issued a standard in May 2014 that will supersede virtually all of the existing revenue recognition guidance in U.S. GAAP and International Financial Reporting Standards ("IFRS") and is effective for annual periods beginning on or after January 1, 2017. The standard establishes a five-step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry. The standard's requirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not an output of the entity's ordinary activities (e.g., sales of property, plant and equipment or intangibles). Extensive disclosures will be required, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods, and key judgments and estimates. The guidance in Accounting Standard Update ("ASU") 2014-09 Revenue from Contracts with Customers (Topic 606) supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, this ASU supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU. Management is in the process of accessing the impact of the new standard on Company's financial position and performance.

Going Concern

In August 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-15–Presentation of Financial Statements - Going Concern. ASU 2014-15 provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 requires an entity's management to evaluate at each reporting period based on the relevant conditions and events that are known at the date of financial statements are issued, whether there are conditions or events, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and to disclose the necessary information. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

G. Safe Harbor

See the section entitled "Forward-looking Statements" at the beginning of this annual report.

Item 6. Directors, Senior Management and Employees

A. Directors and senior management

Set forth below are the names, ages and positions of our directors and executive officers and the principal officers of certain of our operating subsidiaries. Members of our board of directors are elected annually on a staggered basis. Each director elected holds office for a three-year term and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. Officers are appointed from time to time by our board of directors, or our relevant subsidiary, as applicable, and hold office until a successor is appointed.

Directors and executive officers of Ocean Rig UDW Inc.(1)
Name	Age	Position
George Economou	62	Chairman of the Board, President, Chief Executive Officer and Class A Director
Kyros Melas	50	Class C Director
Savvas D. Georghiades	65	Class C Director
Prokopios (Akis) Tsirigakis	60	Class B Director
Anthony Kandylidis	37	Executive Vice President
Gilles Bocabarteille	47	Chief Operating Officer
John Liveris	63	Class B Director
Niki Fotiou	45	Vice President of Finance and Accounting

The business address of each of our directors and executive officers is 10 Skopa Street, Tribune House, 2nd Floor, Office 202, CY 1075, Nicosia, Cyprus.

Biographical information with respect to the above individuals is set forth below.

George Economou was appointed as our President and Chief Executive Officer on September 2, 2010, and Chairman and director in December 2010. Mr. Economou has over 25 years of experience in the maritime industry. He has served as Chairman, President and Chief Executive Officer of DryShips Inc. since January 2005. He successfully took DryShips public in February 2005, on NASDAQ under the trading symbol "DRYS". Mr. Economou has overseen the growth of DryShips into one of the largest US-listed dry bulk companies in fleet size and revenue and one of the largest Panamax owners in the world. Mr. Economou has also served as a director of Danaos Corporation . Mr. Economou began his career in 1976 when he commenced working as a Superintendent Engineer in Thenamaris Ship Management in Greece. From 1981-1986 he held the position of General Manager of Oceania Maritime Agency in New York. Between 1986 and 1991 he invested and participated in the formation of numerous individual shipping companies and in 1991 he founded Cardiff Marine Inc., Group of Companies. Mr. Economou is a member of ABS Council, Intertanko Hellenic Shipping Forum, and Lloyds Register Hellenic Advisory Committee. Mr. Economou is a graduate of the Massachusetts Institute of Technology and holds both a Bachelor of Science and a Master of Science degree in Naval Architecture and Marine Engineering and a Master of Science in Shipping and Shipbuilding Management.

Savvas Georghiades was appointed to our board of directors in December 2010. Mr. Georghiades has been a practicing lawyer in Cyprus since 1976. He is a graduate of the Aristotle University in Thessaloniki, Greece.

Prokopios (Akis) Tsirigakis was appointed to serve on our board of directors effective September 12, 2011. Mr. Tsirigakis serves as Chairman of the Board of Directors, President and Co-Chief Executive Officer of Nautilus Marine Acquisition Corp., a blank check company formed for the purpose of acquiring one or more operating businesses or assets. In November 2007 he founded, and until February 2011 was the President and Chief Executive Officer of, Star Bulk Carriers Corp., a dry-bulk shipping company listed on the NASDAQ Stock Market (NASDAQ: SBLK). He also served as a director of Star Bulk Carriers Corp. from November 2007 to March 2012. From November 2005 until November 2007, Mr. Tsirigakis founded and served as Chairman of the Board, Chief Executive Officer and President of Star Maritime Acquisition Corp. (AMEX: SEA). Mr. Tsirigakis is experienced in ship ownership, ship management and new shipbuilding projects. Mr. Tsirigakis formerly served on the board of directors of DryShips. Since November 2003, he served as Managing Director of Oceanbulk Maritime S.A., a dry cargo shipping company that has operated and managed vessels. From November 1998 until November 2007, Mr. Tsirigakis served as the Managing Director of Combine Marine Inc., a company which he founded and that is providing ship management services to third parties. From 1991 to 1998, Mr. Tsirigakis was the Vice-President and Technical Director of Konkar Shipping Agencies S.A. of Athens, after having served as Konkar's Technical Director from 1984 to 1991. From 1982 to 1984, Mr. Tsirigakis was the Technical Manager of Konkar's affiliate, Arkon Shipping Agencies Inc. of New York. He is a life-member of The Propeller Club of the United States, a member of the Technical Committee (CASTEC) of Intercargo, the International Association of Dry Cargo Shipowners, President of the Hellenic Technical Committee of RINA, the Italian Classification Society and member of the Technical Committees of various Classification Societies. Mr. Tsirigakis received his Masters and B.Sc. in Naval Architecture from The University of Michigan, Ann Arbor and has seagoing experience.

Anthony Kandylidis has served as our Executive Vice President since June 2012. Mr. Kandylidis started his career at OMI Corporation's commercial department. During his tenure at OMI Corporation, he gained significant experience in the tanker vessel business and held various positions with responsibilities spanning Sale and Purchase, Time Charters, FFA Trading, Corporate Finance and Strategic Planning. In the spring of 2006, Mr. Kandylidis returned to Greece where he provided consultancy services to companies affiliated with Mr. George Economou. In September of 2006, Mr. Kandylidis founded OceanFreight Inc. and he took OceanFreight Inc. public in April of 2007. In 2011 OceanFreight Inc. was absorbed by DryShips through a merger. Mr. Kandylidis graduated magna cum laude from Brown University and continued his studies at the Massachusetts Institute of Technology where he graduated with a Masters degree of Science in Ocean Systems Management. Mr. Kandylidis is also the Executive Vice President of Dryships.

Gilles Bocabarteille joined our company in August 2012 as Senior Vice President Technical and Engineering and now serve as our Chief Operating Officer. Prior to joining our company, Mr. Bocabarteille served as Vice President, Asset Management of Ensco plc, or Ensco, and, prior to its acquisition by Ensco, Pride International, Inc., or Pride International, from 2008 to 2012. Mr. Bocabarteille also served as Managing Director of Pride International from 2005 to 2008 in Brazil, Operations Manager, Rig Manager and Offshore Installation Manager of Pride International from 1999 to 2004 in Angola and Commissioning Manager of Pride International for the construction of the Pride Angola in Korea in 1999. Mr. Bocabarteille began his career with FORASOL in 1991, where he served as Country Manager, Venezuela from 1994 to 1996 and Offshore Operations Manager from 1996 to 1998. Mr. Bocabarteille received a Mechanical Engineering degree from Arts et Metiers "ENSAM" in France in 1991.

Kyros Melas serves as a Board member of, and is the Business Development Director and Founding Partner, of EDT Oil & Gas Ltd., a Cyprus-based oil and gas services company specializing in the supply of high specification offshore support vessels to oil and gas industry worldwide. He is a graduate of the University of Zurich and holds an M.Sc. in Shipping, Trade and Finance from City University.

John Liveris has served as a director of the Company since February 2014 and as an international consultant in the energy and technology industries. During the years 2007 to 2011, Professor Liveris served as Chairman of the Board of OceanFreight Inc., which was a shipping company listed on the NASDAQ. Prior to his current activities and until 1999, Professor Liveris was the Group Senior Advisor at Intracom, the leading Greek telecommunications and electronics manufacturer. Professor Liveris studied mechanical engineering at Tufts University in Boston, Mass. and did his graduate and doctoral studies in engineering management at the George Washington University in Washington, DC. There he taught from 1979 to 1996, attaining Professorial rank.

Niki Fotiou was appointed as the Company's Vice President of Finance and Accounting in January 2015, has over 20 years of finance and accounting experience and 9 years with Dryships Inc. as SVP Accounting and Reporting and has been involved with Ocean Rig since 2008. Prior to her time with Dryships, she was employed at Deloitte and PWC. Niki is a graduate of the University of Cape Town and is a fellow of the Association of Certified Chartered Accountants and a member of the Certified Internal Auditors. From July 2006 to December 2009, Ms. Fotiou served as the Group Controller of Cardiff Marine Inc. For the period from 1993 to 2006, Ms. Fotiou worked for Deloitte and for Hyatt International Trade and Tourism Hellas.

B. Compensation

The aggregate compensation paid by us to the members of our senior management was $18.4 million for the year ended December 31, 2014. The aggregate compensation paid by us to the members of our senior management was $10.5 million for the year ended December 31, 2013. The aggregate compensation paid by us to the members of our senior management was $4.06 million for the year ended December 31, 2012, consisting of $4.02 milion in salary and bonus and $0.04 million in pension contribution and other benefits. Our non-employee directors are each entitled to receive annual directors' fees of $30,000, such amount to be pro-rated for any portion of a full calendar year that a non-employee director is a member of our board of directors, plus reimbursement for actual expenses incurred while acting in their capacity as director. In addition, the chairmen of the committees of our board of directors receive annual fees of $10,000, such amount to be pro-rated for any portion of the full calendar year that the director is chairman of the committee, plus reimbursement for actual expenses incurred while acting in their capacity as chairman. We do not maintain a medical, dental, or retirement plan for our directors. Members of our senior management who also serve as directors do not receive additional compensation for their services as directors.

Our board of directors has adopted an equity incentive plan, pursuant to which officers, directors and employees of the Company, our subsidiaries and our affiliates and consultants and service providers to the Company, our subsidiaries and our affiliates are eligible to receive awards under the plan. See "—E. Share Ownership—2012 Equity Incentive Plan" below.

C. Board Practices

Our board of directors consists of the five directors named above. Each director elected holds office for a three-year term and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. The term of office of each director is as follows: our Class A director, Mr. George Economou, serves for a term expiring at the 2017 annual general meeting of shareholders, our two Class B directors, Messrs. John Liveris and Prokopios (Akis) Tsirigakis, serve for a term expiring at the 2015 annual meeting of shareholders and our two Class C directors, Messrs. Kyros Melas and Savvas D. Georghiades, serve for a term expiring at the 2016 annual meeting of shareholders.

There are no service contracts between us or any of our subsidiaries and any of our directors providing for benefits upon termination of their employment or service.

Our board of directors has determined three of our directors to be independent under Rule 10A-3 of the Exchange Act and the rules of the NASDAQ Stock Market: Messrs. Liveris, Melas and Tsirigakis. Under the NASDAQ corporate governance rules, a director is not considered independent unless our board of directors affirmatively determines that the director has no direct or indirect material relationship with us or our affiliates that could reasonably be expected to interfere with the exercise of such director's independent judgment. In making this determination, our board of directors broadly considers all facts and circumstances it deems relevant from the standpoint of the director and from that of persons or organizations with which the director has an affiliation.

We have established an audit committee, a compensation committee and a nominating and corporate governance committee, in each case comprised of independent directors.

Our audit committee, among other things, reviews our external financial reporting, engages our external auditors and oversees our internal audit activities, procedures and the adequacy of our internal accounting controls. Messrs. Liveris, Melas and Tsirigakis serve as members of the audit committee. Mr. Tsirigakis serves as Chairman of the audit committee. The board of directors has determined that Mr. Tsirigakis qualifies as an "audit committee financial expert" as defined in Item 407 of Regulation S-K promulgated by the SEC and Form 20-F.

Our compensation committee is responsible for establishing directors and executive officers' compensation and benefits and reviewing and making recommendations to the board of directors regarding our compensation policies. Messrs. Liveris, Melas and Tsirigakis serve as members of the compensation committee. Mr. Liveris serves as Chairman of the compensation committee.

Our nominating and corporate governance committee is responsible for recommending to the board of directors nominees for director and directors for appointment to committees of the board of directors and advising the board of directors with regard to corporate governance practices. Shareholders may also nominate directors in accordance with procedures set forth in our second amended and restated bylaws. Messrs. Liveris, Melas and Tsirigakis serve as members of the nominating and corporate governance committee. Mr. Liveris serves as Chairman of the nominating and corporate governance committee.

D. Employees

As of December 31, 2014, 2013 and 2012, Ocean Rig UDW Inc., employed 339, 145 and 10 persons, respectively. As of December 31, 2014, 2013 and 2012, the total number of employees employed by wholly-owned management subsidiaries of Ocean Rig UDW was approximately 2,320, 1,742 and 1,374, respectively, of which approximately 493, 265 and 244 were full-time crew engaged through third party crewing agencies, respectively. Of the total number of employees as of December 31, 2014, 2013 and 2012, approximately 185, 161 and 144 were assigned to the Eirik Raude , approximately 206, 218 and 154 were assigned to the Leiv Eiriksson , approximately 186, 191 and 186 were assigned to the Ocean Rig Corcovado , and approximately 198, 212 and 205 were assigned to the Ocean Rig Olympia , respectively. In addition, of the total number of employees as of December 31, 2014, 2013 and 2012, approximately 221, 200 and 202 were assigned to the Ocean Rig Poseidon and approximately 180, 185 and 182 were assigned to the Ocean Rig Mykonos , respectively. Furthermore, of the total number of employees as of December 31, 2014, approximately 194 were assigned to the Ocean Rig Mylos, approximately 178 were assigned to the Ocean Rig Skyros , approximately 206 were assigned to the Ocean Rig Athena and approximately 100 were assigned to the Ocean Rig Apollo, respectively. As of December 31, 2014, 2013 and 2012, the newbuild drillship project team, located in South Korea and Norway, employed 45, 47 and 44 employees, respectively, while the management and staff positions at the Stavanger office consisted of 15, 47 and 139 employees, respectively. As of December 31, 2014, there were also 121 employees based at our Aberdeen, Rio de Janeiro, Angola and Jersey offices, 199 employees based at our Athens offices and 3 employees based in other locations. As of December 31, 2013, there were also 90 employees based at our Aberdeen, Rio de Janeiro, Angola and Jersey offices and 19 employees based in other locations. As of December 31, 2012, there were also 67 employees based at our Aberdeen, Rio de Janeiro and Jersey offices and five employees based in other locations.

The increase of employees from December 31, 2012 to December 31, 2013 and 2014 is primarily due to the general growth of our business .

We did not experience any material work stoppages due to labor disagreements during 2014, 2013 or 2012.

Employment Agreements

Effective January 1, 2013, we entered through one of our wholly owned subsidiary into a consultancy agreement with Azara Services S.A. ("Azara"), a Marshall Islands entity beneficially owned by our Chief Executive Officer, Mr. George Economou, for the provision of the services of our Chief Executive Officer. The annual remuneration to be awarded to Azara under the consultancy agreement is $2,500 in cash. In addition, on August 20, 2013, the Company's Compensation Committee approved a sign-on bonus of 150,000 shares of the Company's common stock to Azara, relating to the services of Mr. George Economou as Chief Executive Officer of the Company. The shares vest over a period of two years with 50,000 shares vesting on the grant date, 50,000 shares vesting on August 20, 2014 and 50,000 vesting on August 20, 2015 respectively. For the year ended December 31, 2013, the Company incurred costs of $5.0 million related to this agreement, including a sign on bonus of $2.5 million. For the year ended December 31, 2014, the Company incurred costs of $9.0 million, including cash bonuses of $2.5 million and $4.0 million relating to his services for the year ended December 31, 2013 and 2014, respectively.

Effective June 1, 2012, we entered through one of our wholly owned subsidiary into a consultancy agreement with Basset Holdings Inc., or Basset, a Marshall Islands entity beneficially owned by our Executive Vice President, Mr. Anthony Kandylidis, for the provision of the services of our Executive Vice President. The agreement has an initial term of five years and may be renewed or extended for one-year successive terms with the consent of both parties. Under the terms of the agreement, we are obligated to pay an annual remuneration to Basset of Euro 0.9 million ($1.1 million based on the Euro/U.S. Dollar exchange rate as of December 31, 2014), plus a sign on bonus. Basset is also entitled to cash or equity-based bonuses to be awarded at our sole discretion. We may terminate the agreement for cause, as defined in the agreement, in which case Basset will not be entitled to further payments of any kind. Upon termination of the agreement by us without cause, or in the event the agreement is terminated within three months of a change of control, as defined in the agreement, we will be obligated to pay a lump sum amount. Basset may terminate the agreement without cause upon three months written notice. For the year ended December 31, 2013, the Company incurred costs of $4.2 million, including a cash bonus $3.0 million related to this agreement. For the year ended December 31, 2014, the Company incurred costs of $8.2 million, including cash bonuses of $4.0 million and $3.0 million relating to his services for the year ended December 31, 2013 and 2014, respectively.

Effective January 1, 2015, the annual remuneration was reduced to Euro 0.45 million ($0.55 million based on the Euro/U.S. Dollar exchange rate as of December 31, 2014).

Effective August 16, 2012, we entered into a consultancy agreement with Mr. Gilles Bocabarteille for his services as our Senior Vice President of Technical and Engineering and now as our Chief Operating Officer. The agreement has an initial term of three years and may be renewed or extended for additional one-year periods upon mutual agreement of the parties. Under the agreement, Mr. Bocabarteille is entitled to a monthly base remuneration, plus equity or cash bonuses to be awarded at our sole discretion. In the event the agreement is terminated by us for cause, as defined in the agreement, or by Mr. Bocabarteille without cause, Mr. Bocabarteille will not be entitled to any further payments of any kind under the agreement. Upon termination of the agreement by us without cause, any cash or equity bonuses already granted to Bocabarteille shall vest immediately and we will be obligated to pay Mr. Bocabarteille a lump-sum amount.

E. Share Ownership

With respect to the total amount of common shares owned by our officers and directors, individually and as a group, see "Item 7. Major Stockholders and Related Party Transactions—A. Major Shareholders."

2012 Equity Incentive Plan

On March 21, 2012, our board of directors adopted the Ocean Rig UDW Inc. 2012 Equity Incentive Plan, or the plan, the material terms of which are set forth below. Under the plan, officers, directors and employees of, and consultants and service providers to, us, our subsidiaries and our affiliates are eligible to participate. The plan provides for the award of stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock units, dividend equivalents, unrestricted stock, and other stock or cash-based awards.

Administration

The plan is administered by our compensation committee, or such other committee of our board of directors as may be designated by our board of directors. The plan administrator has the authority to, among other things, designate participants under the plan, determine the type or types of awards to be granted to a participant, determine the number of shares of common stock to be covered by awards, determine the terms and conditions applicable to awards and interpret and administer the plan.

Number of Shares of Common Stock

Subject to adjustment in the event of any distribution, recapitalization, split, merger, consolidation and the like, the number of shares of our common stock with respect to which awards may be granted under the plan is 2,000,000. Shares subject to an award that remain unissued upon the termination or cancellation of the award, restricted shares awarded under the plan that are forfeited, shares in respect of an award that are settled for cash without delivery of common stock, and shares that are tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to an award under the plan, will again be available for grant under the plan. Common stock delivered under the plan consists of authorized but unissued shares or shares acquired by us in the open market, from us or from any other person or entity.

Stock Options and Stock Appreciation Rights

The plan permits the grant of options covering common stock and the grant of stock appreciation rights. A stock appreciation right is an award that, upon exercise, entitles the participant to receive the excess of the fair market value of a share of common stock on the exercise date over the base price established for the stock appreciation right. Such excess may be paid in common stock, cash, or a combination thereof, as determined by the plan administrator in its discretion. The plan administrator will be able to make grants of stock options and stock appreciation rights under the plan containing such terms as the plan administrator may determine. Stock options and stock appreciation rights may have an exercise price or base price that is no less than the fair market value of our common stock on the date of grant. In general, stock options and stock appreciation rights granted will become exercisable over a period determined by the plan administrator, but in no event will they be exercisable later than ten years from the date of grant.

Restricted Stock, Restricted Stock Units and Phantom Stock Units

Restricted stock is subject to forfeiture prior to the vesting of the award. A restricted stock unit is notional stock that entitles the grantee to receive a share of common stock following the vesting of the restricted stock unit or, in the discretion of the plan administrator, cash equivalent to the value of our common stock. The plan administrator may determine to make grants under the plan of restricted stock and restricted stock units containing such terms as the plan administrator may determine. The plan administrator will determine the period over which restricted stock and restricted stock units granted to plan participants will vest. The plan administrator may base its determination upon the achievement of specified performance goals. Phantom stock units, which represent a notional share of our common stock, may also be granted by the plan administrator under the plan, subject to vesting and forfeiture and other terms and conditions as determined by the plan administrator.

Dividend Equivalent Rights

The plan administrator may grant dividend equivalent rights under the plan, subject to such terms and conditions as determined by the plan administrator in accordance with the terms of the plan.

Unrestricted Stock

The plan administrator may grant shares of our common stock free of restrictions under the plan in respect of past services or other valid consideration.

Other Stock-Based Awards

The plan administrator may, subject to the provisions of the plan, grant other equity-based or equity-related awards in such amounts and subject to such terms and conditions as the plan administrator may determine.

Change in Control

Unless otherwise provided in the instrument evidencing the award, in the event of a change in control of Ocean Rig UDW Inc., as defined in the plan, all outstanding awards will become fully and immediately vested and exercisable.

Term, Termination and Amendment of Plan and Awards

Our board of directors may terminate, suspend or discontinue the plan at any time with respect to any award that has not yet been granted. Unless the plan is terminated earlier, no award may be granted under the plan following the tenth anniversary of the date of the plan's adoption by our board of directors. Our board of directors also has the right to alter or amend the plan or any part of the plan from time to time, subject to shareholder approval in certain circumstances as provided in the plan. The plan administrator may also modify outstanding awards granted under the plan. However, other than adjustments to outstanding awards upon the occurrence of certain unusual or nonrecurring events, generally no change in any outstanding grant may be made that would materially impair the rights or materially increase the obligations of the participant without the consent of the participant.

Awards

On February 14, 2012, our Compensation Committee approved the grant of 112,950 shares of non-vested common stock to officers and key employees of the Company's subsidiary, Ocean Rig AS, as a bonus for their services rendered during 2011. The shares vest over a period of three years, one third on each of December 31, 2012, 2013 and 2014.

On March 21, 2012, the Company's Board of Directors approved the 2012 Equity Incentive Plan (the "Plan") and reserved a total of 2,000,000 common shares. Under the Plan, officers, key employees, and directors are eligible to receive awards of stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock units and unrestricted stock.

On May 15, 2012, our Compensation Committee approved the grant of: a) 4,500 shares of non-vested common stock to an officer as an additional bonus for his services rendered during 2011 and b) 28,200 shares to new recruited employees as a sign-up stock bonus. The shares vest over a period of three years, one third on each December 31, 2012, 2013 and 2014.

On December 5, 2012, 7,500 shares awarded to an officer of the Company. The fair value of the shares on the grant date was $15.75 and the shares will vest in March 2013.

On May 16, 2013, our Compensation Committee approved the grant of 192,400 shares of non-vested common stock to the Company's employees. The shares vest over a period of three years.

On August 20, 2013, our Compensation Committee approved the grant of 150,000 shares of the Company's common stock to Azara, pursuant to a consultancy agreement with Azara effective January 1, 2013, relating to the services of Mr. George Economou as Chief Executive Officer of the Company. The shares vest over a period of two years, with 50,000 shares vesting on the grant date.

On March 31, 2014, our Compensation Committee approved the grant of 161,200 shares of non-vested common stock to employees of the Company. The shares vest over a period of three years. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the Company's shares on the grant date of $17.79 per share.

On August 19, 2014, our Compensation Committee approved a bonus of 150,000 shares of the Company's common stock to Azara, pursuant to a consultancy agreement with Azara effective January 1, 2013, relating to the services of Mr. George Economou as Chief Executive Officer of Ocean Rig during 2013. The shares vest over a period of three years with 50,000 shares vesting on December 31, 2014, 50,000 shares vesting on December 31, 2015, and 50,000 vesting on December 31, 2016, respectively. The stock based compensation is being recognized to expenses over the vesting period and based on the fair value of the Company's shares on the grant date of $18.37 per share.

On November 4, 2014, our Compensation Committee approved the grant of 45,450 shares of non-vested common stock to employees of the Company's. The shares vest over a period of three years. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the Company's shares on the grant date of $12.60 per share.

On December 30, 2014, our Compensation Committee approved a bonus in the form of 300,000 shares to be granted to Azara for the contribution of Mr. George Economou for Chief Executive Officer's services rendered during 2014. The shares vest over a period of three years with 100,000 shares vesting on December 31, 2015, 100,000 shares vesting on December 31, 2016, and 100,000 vesting on December 31, 2017. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the Company's shares on the grant date of $9.46 per share.

As of December 31, 2014, 309,452 shares have vested, while 171,626 shares were forfeited due to employees' resignations.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table sets forth the beneficial ownership of our common shares, as of February 18, 2015, held by:

●

each person or entity that we know beneficially owns 5% or more of our common stock;

●

each of our executive officers and directors; and

●

all our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the SEC's rules. In computing percentage ownership of each person, common shares subject to options held by that person that are currently exercisable or convertible, or exercisable or convertible within 60 days of March 2, 2015, are deemed to be beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. All of our shareholders, including the shareholders listed in the table below, are entitled to one vote for each common share held.

Name and Address of Beneficial Owner(1)	Number of Shares Owned		Percent of Class (2)
Executive Officers and Directors:
George Economou(3)		5,993,289		4.5	%
John Liveris		-		*
Savvas D. Georghiades		-		*
Prokopios (Akis) Tsirigakis		-		*
Anthony Kandylidis(4)		1,684,512		1.3	%
Gilles Bocabarteille		-		*
Executive Officers and Directors as a Group		7,683,661		5.8	%
5% Beneficial Owners:
DryShips Inc.(5)		78,301,755		59.2	%
James D. Dondero (6)		7,480,667		5.7	%

*Less than 1.0% of our total outstanding common shares.

(1)	Unless otherwise indicated, the business address of each beneficial owner identified is 10 Skopa Street, Tribune House, 2nd Floor, Office 202, CY 1075, Nicosia, Cyprus.

(2)	Based on 132,317,128 shares outstanding as of February18, 2015.

(3)

George Economou, our Chairman, President and Chief Executive Officer, may be deemed to beneficially own 5,061,430 of these shares through Sphinx Investment Corp., a Marshall Islands corporation controlled by Mr. Economou. Mr. Economou may be deemed to beneficially own 600,000 of these shares through Azara Services S.A., a Marshall Islands corporation controlled by Mr. Economou. Mr. Economou may be deemed to beneficially own 79,525 of these shares through Elios Investments Inc., a wholly owned subsidiary of the Entrepreneurial Spirit Foundation, a Lichtenstein foundation, or the Foundation, the beneficiaries of which are Mr. Economou and members of Mr. Economou's family. Mr. Economou may be deemed to beneficially own 145,128 of these shares through Entrepreneurial Spirit Holdings Inc., a Liberian corporation that is wholly owned by the Foundation. Mr. Economou may be deemed to beneficially own 105,357 of these shares through Fabiana Services S.A., a Marshall Islands corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to own 1,849 of these shares through Goodwill Shipping Company Limited, a Malta corporation, of which Mr. Economou is the controlling person.

(4)

Anthony Kandylidis, our Executive Vice President, may be deemed to beneficially own 1,570,226 of these shares through Steel Wheel Investments Limited, a Marshall Islands corporation controlled by Mr. Kandylidis. Mr. Kandylidis, , may be deemed to beneficially own 114,286 of these shares through Basset Holdings Inc., a Marshall Islands corporation controlled by Mr. Kandylidis.

(5)

DryShips is our parent company and a reporting company under the Exchange Act. George Economou, our Chairman, President and Chief Executive Officer, is also the Chairman, President and Chief Executive Officer of DryShips. Information with respect to DryShips and Mr. Economou and their relations to us is discussed under "B.—Related Party Transactions." The business address of DryShips Inc. is 109 Kifisias Avenue and Sina Street, GR 15124 Amaroussion, Greece.As of February 18, 2015, DryShips pledged 53,129,069 of these shares as additional collateral under certain of its credit facilities.

(6) This information is derived from Schedule 13G/A filed with the SEC on February 17, 2015.

The following transactions account for the significant changes in the percentage of beneficial ownership of our common shares held by our Chairman, President and Chief Executive Officer, Mr. George Economou, and DryShips since the closing of our 2010 Private Offering in December 2010:

Following the 2010 Private Offering, our Chairman, President and Chief Executive Officer, Mr. Economou, was deemed to beneficially own 2,869,428 of our common shares, or 2.38% of our then outstanding common shares, and DryShips owned 103,125,500 of our common shares, or approximately 78.5% of our then outstanding common shares. On October 5, 2011, DryShips completed the partial spin off of us by distributing an aggregate of 2,967,396 of our common shares that DryShips held, including 105 common shares treated of fractional shares, to shareholders of DryShips, including companies affiliated with our Chairman, President and Chief Executive Officer, on a pro rata basis. DryShips also received an aggregate of 255,036 of our common shares, which were returned to DryShips by Deutsche Bank Securities Inc. in connection with the partial spin-off pursuant to a share lending arrangement between DryShips and Deutsche Bank Securities Inc. In November 2011, as partial consideration in connection with the OceanFreight merger, DryShips distributed to OceanFreight shareholders, other than entities controlled by OceanFreight's Chief Executive Officer and our Executive Vice President, Mr. Anthony Kandylidis, an aggregate of 1,541,159 of our common shares that DryShips held. Prior to the completion of the OceanFreight merger, DryShips also distributed an aggregate of 1,570,226 common shares to entities controlled by Mr. Kandylidis as partial consideration for the acquisition of all of their shares of OceanFreight, representing a majority of the then outstanding shares of OceanFreight. On April 17, 2012, DryShips completed the public offering of an aggregate of 11,500,000 of our common shares owned by DryShips. Companies affiliated with our Chairman and Chief Executive Officer purchased a total of 2,185,000 common shares from DryShips in the offering at the public offering price.

As of February 18, 2015, we had 53 shareholders of record, 38 of which were located in the United States and held an aggregate of 53,006,056 of our common shares, representing 40.1% of our outstanding shares of common stock. However, one of the U.S. shareholders of record is CEDE & CO., a nominee of The Depository Trust Company, which held 53,006,056 shares of our common stock as of February 18, 2015. Accordingly, we believe that the shares held by Cede & Co. include shares of common stock beneficially owned by both holders in the United States and non-U.S. beneficial owners.

We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control.

B. Related Party Transactions

All related party transactions are subject to the review and approval of the independent members of our board of directors.

Related Party Agreements

Global Services Agreement

On December 1, 2010, DryShips, our parent company, entered into a Global Services Agreement with Cardiff Marine, a company controlled by our Chairman, President and Chief Executive Officer, Mr. George Economou, effective December 21, 2010, pursuant to which DryShips engaged Cardiff to act as consultant on matters of chartering and sale and purchase transactions for the offshore drilling units operated by us. Under the Global Services Agreement, Cardiff, or its subcontractor, (i) provided consulting services related to the identification, sourcing, negotiation and arrangement of new employment for offshore assets of DryShips and its subsidiaries, including our drilling units; and (ii) identified, sourced, negotiated and arranged the sale or purchase of the offshore assets of DryShips and its subsidiaries, including our drilling units. In consideration of such services, DryShips paid Cardiff a fee of 1.0% in connection with employment arrangements and 0.75% in connection with sale and purchase activities. We did not pay for services provided in accordance with this agreement. The costs of services we received under the Global Services Agreement were expensed in our consolidated statement of operations or capitalized as directly attributable to construction costs under "Rig under construction". The payment by DryShips for services provided to us under the agreement was deemed an equity contribution to us and is recorded as shareholders' contribution to shareholders' equity.

Except as provided below, the Global Services Agreement applied to all offshore drilling contracts we entered into after December 21, 2010, as well as the drilling contract with Cairn Energy plc, or Cairn, for the Ocean Rig Corcovado , which commenced in January 2011 and was completed in November 2011, and the drilling contracts with Vanco Cote d'Ivoire Ltd. and Vanco Ghana Ltd for the Ocean Rig Olympia , which commenced in March 2011, were novated to Tullow Ghana in December 2011 and were completed in the second quarter of 2012. The Global Services Agreement did not apply to the agreement with Petrobras Oil & Gas regarding the early termination of the drilling contract with Petrobras Oil & Gas for the Leiv Eiriksson and the replacement of the Leiv Eiriksson under the drilling contract with Petrobras Oil & Gas with the Ocean Rig Poseidon , which occurred in April 2011, the drilling contract with Cairn for the Leiv Eiriksson , which commenced in April 2011 and was completed in November 2011 and the drilling contract with Borders & Southern plc for the Leiv Eiriksson , which commenced in November 2011 and was completed in the fourth quarter of 2012.

During the years ended December 31, 2012 and 2011, we recorded expenses of a total of approximately $6.2 and $2.4 million relating to employment arrangements, respectively, and $1.0 and $4.9 million relating to sale and purchase activities, respectively. We did not record any expenses in connection with the Global Services Agreement during the year ended December 31, 2010.

Effective January 1, 2013, the Global Services Agreement was terminated by mutual agreement of the parties. Also effective January 1, 2013, Ocean Rig Management Inc., or Ocean Rig Management, our wholly-owned subsidiary, entered into a new services agreement, or the Ocean Rig Services Agreement, with Cardiff Drilling, a company controlled by our Chairman, President and Chief Executive Officer, on the same terms and conditions as the Global Services Agreement, except that under the Ocean Rig Services Agreement, Ocean Rig Management is obligated to pay directly the fees of 1.0% in consideration of employment arrangements under the agreement and $0.75% in consideration of purchase and sale activities under the agreement, whereas under the Global Services Agreement, those fees were paid by DryShips. For the years ended December 31, 2013 and 2014, total charges from Cardiff under the Ocean Rig Services Agreement amounted to $17.7 million and $21.3 million, respectively.

Consultancy Agreement

Effective from September 1, 2010, DryShips, our parent company, entered into an agreement, or the DryShips Consultancy Agreement, with Vivid Finance, a company controlled by our Chairman, President and Chief Executive Officer, Mr. George Economou, whereby DryShips engaged Vivid Finance to act as a consultant on financing matters for DryShips and its affiliates, subsidiaries or holding companies, including us, as directed by DryShips. Under the DryShips Consultancy Agreement, Vivid Finance provided us with consulting services relating to (i) the identification, sourcing, negotiation and arrangement of new loan and credit facilities, interest swap agreements, foreign currency contracts and forward exchange contracts; (ii) the raising of equity or debt in the public capital markets; and (iii) the renegotiation of existing loan facilities and other debt instruments. In consideration for these services, Vivid Finance was entitled to a fee of twenty basis points, or 0.20%, on the total transaction amount. We did not pay or reimburse DryShips or its affiliates for services provided to us in accordance with the DryShips Consultancy Agreement. However, we recorded expenses incurred under the DryShips Consultancy Agreement in our income statement and as a shareholder's contribution (additional paid-in capital) to capital when they were incurred.

Effective January 1, 2013, Ocean Rig Management, our wholly-owned subsidiary, entered into a separate consultancy agreement, or the Ocean Rig Consultancy Agreement, with Vivid Finance, on the same terms and conditions as the DryShips Consultancy Agreement, except that under the Ocean Rig Consultancy Agreement, Ocean Rig Management is obligated to pay directly the fee of 0.20% to Vivid Finance on the total transaction amount in consideration of the services provided, whereas under the DryShips Consultancy Agreement, this fee was paid by DryShips. In connection with Ocean Rig Management's entry into the Ocean Rig Consultancy Agreement, the DryShips Consultancy Agreement was amended, effective as of January 1, 2013, to limit the scope of the services provided under the agreement to DryShips and its subsidiaries or affiliates, except for Ocean Rig UDW Inc. and its subsidiaries. In essence, post-amendment, the DryShips Consultancy Agreement is in effect for DryShips's tanker and drybulk shipping segments only. For the years ended December 31, 2013 and 2014, total charges from Vivid Finance under the Ocean Rig Consultancy Agreement amounted to $16.6 million and $13.2 million, respectively.

$120.0 million unsecured facility to DryShips

On November 18, 2014, we entered into a $120.0 million unsecured facility with our parent company, DryShips. The loan from us to DryShips bears interest at a LIBOR plus margin rate and is due in May 2016. We have the option to exchange this loan for our common shares owned by DryShips at a fixed price per share, provided the DryShips $200.0 million Secured Bridge Credit facility has been repaid in full. If such exchange occurs, the margin of the loan will be reduced from inception. During the year ended December 31, 2014, we received interest income amounting to $1.2 million from DryShips under this loan agreement.

Employment Agreements

See "Item 6. Directors, Senior Management and Employees—D. Employees—Employment Agreements."

Registration Rights Agreement

On March 20, 2012, we entered into a registration rights agreement with DryShips, pursuant to which DryShips has the right, subject to certain restrictions, to require us to register under the Securities Act a total of 97,301,755 of our common shares that it owned as of the date of the agreement. On April 17, 2012, DryShips completed the sale of 11,500,000 of our common shares that were covered by the registration rights agreement. On February 14, 2013, DryShips Inc. completed the sale of an aggregate of 7,500,000 common shares of Ocean Rig UDW owned by DryShips Inc. in a public offering.

C. Interests of experts and counsel

Not applicable.

Item 8. Financial Information

A. Consolidated statements and other financial information

See "Item 18. Financial Statements."

Legal Proceedings

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the offshore drilling business.

We have obtained insurance for the assessed market value of the rigs and the drillships. However, such insurance coverage may not provide sufficient funds to protect the Company from all liabilities that could result from its operations in all situations. Risks against which the Company may not be fully insured or insurable for include environmental liabilities, which may result from a blow-out or similar accident, or liabilities resulting from reservoir damage alleged to have been caused by the negligence of the Company.

The Company's loss of hire insurance coverage does not protect against loss of income from day one. It covers approximately one year for the loss of time but will be effective after 45 days' off-hire. During 2012, the Ocean Rig Corcovado incurred off-hire due to a failure in one of its engines which was a covered event under the loss of hire policy that resulted in $24.6 million being recognized as revenue during the year ended December 31, 2012. The amount of $24.6 million was reimbursed by the insurers to the Company in August 2012. During 2014, the Ocean Rig Corcovado incurred off-hire for the same event and as a result an additional amount of $20.2 million for the above-covered event was recognized as revenue during the year ended December 31, 2014 and was reimbursed during the same period. During 2014, the Ocean Rig Mylos incurred off-hire due to damage to the blow-out-preventer stack during testing, which was a covered event under the loss of hire policy that resulted in $39.6 million being recognized as revenue during the year ended December 31, 2014, from which an amount of 39.1 was reimbursed during the year.

The occurrence of casualty or loss, against which the Company is not fully insured, could have a material adverse effect on the Company's results of operations and financial condition.

As part of the Company's normal course of operations, the Company's customer may disagree on amounts due to the Company under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.

The Leiv Eiriksson operated in Angola during the period from 2002 to 2007. Ocean Rig UDW's manager in Angola during this period made a legal claim for reimbursement of import/export duties for two export/importation events in the period 2002 to 2007 retroactively levied by the Angolan government. Agreement was reached between the parties to settle this claim for an amount of $6.1 million which was paid by the Company's relevant subsidiary on May 24, 2012, to the claimant, in full and final settlement of the London Court Proceedings. The Company recorded a charge of $6.1 million during the year ended December 31, 2012, which is included under "Legal settlements and other, net" in the consolidated statement of operations.

On May 10, 2013, Drillship Hydra Owners Inc., being the owning company of drilling unit Ocean Rig Corcovado, filed a claim against Capricorn Greenland Exploration 1 Limited and Cairn Energy Plc with the High Court in London in connection with the loss of daily earnings and cost of repair for the blowout preventer of the Ocean Rig Corcovado in June and July 2011. In July 2013, the Company reached an out of court commercial agreement with Capricorn Greenland Exploration 1 Limited and Cairn Energy Plc to receive a compensation amounting to $5.0 million and a Settlement Agreement and Release dated September 12, 2013 was entered into and the relevant claim filed in the High Court in London, U.K. was dropped. In this respect, the Company having previously recognized a receivable of $11.0 million, recorded a charge of $6.0 million during the year ended December 31, 2013, which is included under "Legal settlements and other, net" in the accompanying consolidated statement of operations.

Ocean Rig Norway Operations Inc. ("OCR"), a subsidiary of the Company, was notified by a letter dated 13 November 2013 that arbitration proceedings were commenced against it by Westcon Yard AS of Norway ("Westcon"), in connection to an alleged outstanding unpaid amount of Norwegian Krone Seventy Seven Million Three Hundred Eighty Three Thousand Eight Hundred and Three and Fifty Eight Шre (NOK 77,383,803.58), $10.4 million (based on based on the NOK/U.S. Dollar exchange rate as of December 31, 2014) plus interest and costs related to upgrades performed in the drilling unit Leiv Eiri ksson in late 2012 and early 2013. The counterparties reached an agreement during the year ended December 31, 2014.

Except for the matters discussed above, the Company is not a party to any material litigation where claims or counterclaims have been filed against the Company other than routine legal proceedings incidental to its business.

Dividend Policy

Our long-term objective is to pay a regular dividend in support of our main objective to maximize shareholder returns. On May 20, 2014, we paid our first dividend, which was for the first quarter of 2014, of $0.19 per common share, to Shareholders of record as of May 20, 2014. On August 8, 2014, we paid a quarterly cash dividend with respect to the quarter ended June 30, 2014 of $0.19 per common share to shareholders of record as of August 1, 2014. On November 10, 2014, we paid a quarterly cash dividend with respect to the quarter ended September 30, 2014, of $0.19 per common share to shareholders of record as of October 31, 2014. On February 24, 2015, we declared a quarterly cash dividend with respect to the quarter ended December 31, 2014, of $0.19 per common share to shareholders of record as of March 10, 2015, and payable on or about March 23, 2015.Because we are a holding company with no material assets other than the shares of our subsidiaries through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries distributing their earnings and cash flow to us. In addition, under certain of our debt agreements, our ability to pay dividends to our shareholders is restricted.

Any future dividends declared will be at the discretion of our board of directors and will depend upon our financial condition, earnings and other factors, including the covenants contained in our debt agreements. See "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Our Debt Agreements—Existing Debt Agreements." Our ability to pay dividends is also subject to Marshall Islands law, which generally prohibits the payment of dividends other than from operating surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividend.

We believe that, under current U.S. law, any future dividend payments from our then current and accumulated earnings and profits, as determined under U.S. federal income tax principles, would constitute "qualified dividend income" and, as a consequence, non-corporate U.S. shareholders would generally be subject to the same preferential U.S. federal income tax rates applicable to long-term capital gains with respect to such dividend payments. Distributions in excess of our earnings and profits, as so calculated, will be treated first as a non-taxable return of capital to the extent of a U.S. stockholder's tax basis in its shares of common stock on a dollar-for-dollar basis and thereafter as capital gain. Please see "Item 10. Additional Information—E. Taxation" for additional information relating to the tax treatment of our dividend payments.

During the year ended December 31, 2014, we paid dividends of $75.2 million out of which $44.6 million were paid to DryShips by virtue of its shareholders

B. Significant Changes

See note 18 of "Item 18. Financial Statements"

Item 9. The Offer and Listing

Since October 6, 2011, the primary trading market for our common shares has been the NASDAQ Global Select Market, on which our shares are listed under the symbol "ORIG." On September 19, 2011 our common shares began "when issued" trading and on October 6, 2011 commenced "regular way" trading on the NASDAQ Global Select Market. The secondary trading market for our common stock is the Norwegian OTC Market, on which our common shares have been trading since the pricing the private offering on December 15, 2010.

The table below sets forth the high and low closing prices of our common shares for each of the periods indicated, as reported by the NASDAQ Global Select Market and the Norwegian OTC Market. The quoted prices from the Norwegian OTC Market reflect intermittent transactions that were privately negotiated. Accordingly, the quoted prices are not necessarily indicative of the share prices that would have been obtained had there been a more active market for our common shares. The trading prices for our common shares on the Norwegian OTC Market are quoted in Norwegian kroner.

For the Year Ended	Low (NASDAQ)			High (NASDAQ)			Low(1) (OTC)			High(1) (OTC)
December 31, 2011	$	11.96	(3)	$	16.50	(3)		72.00			125.00
December 31, 2012		11.75			18.17			73.00			102.00
December 31, 2013		13.76			20.83			89.03			124.00
December 31, 2014		8.50			19.87			124.00			124.00
For the Quarter Ended
March 31, 2013		13.76			17.71			82.00			82.00
June 30, 2013		15.14			18.73			89.03			100.00
September 30, 2013		16.96			18.85			100.50			112.00
December 31, 2013		17.53			20.83			105.00			124.00
March 31, 2014		16.51			19.36			(4	)		(4	)
June 30, 2014		16.34			19.87			124.00			124.00
September 30, 2014		16.12			19.11			(4	)		(4	)
December 31, 2014		8.50			15.56			(4	)		(4	)

For the Month Ended
August 2014	17.25	19.11	(4	)	(4	)
September 2014	16.12	18.56	(4	)	(4	)
October 2014	12.53	15.56	(4	)	(4	)
November 2014	11.99	13.87	(4	)	(4	)
December 2014	8.50	11.69	(4	)	(4	)
January 2015	7.46	9.42	(4	)	(4	)
February 2015	7.60	9.29	(4	)	(4	)
March 2015 (through March 4, 2015)	7.82	7.95	(4	)	(4	)

____________________

(1)

As reported in Norwegian Kroner. As of February 18, 2015, the U.S. Dollar/Norwegian Kroner exchange rate was $1.00/NOK 7.52.

(2)

For the period from December 15, 2010, the date on which our common shares began trading on Norwegian OTC Market, until the end of the period.

(3)

For the period from October 6, 2011, the date on which our common shares began "regular way" trading on the NASDAQ Global Select Market, until the end of the period.

(4 )

There were no trades during this period.

On November 2, 2011, the Board of Directors of Oslo Bшrs resolved to admit our common shares to listing on Oslo Bшrs or, alternatively, Oslo Axess, subject to our compliance with certain customary listing requirements of the Oslo Bшrs. The Chief Executive Officer of Oslo Bшrs is authorized to decide whether the Company should be listed on Oslo Bшrs or Oslo Axess and to fix the date of listing. We have requested an indefinite extension for the proposed listing date on the Oslo Bors or, alternatively, the Os lo Axess, which was originally scheduled to be no later than December 16, 2011.

We cannot guarantee that our common shares will be listed on the Oslo Bors or, alternatively, the Oslo Axess. In addition, at our 2011 Annual General Meeting of Shareholders held on December 23, 2011, our shareholders approved the delisting of our common shares from the Oslo Bors, or, alternatively, the Oslo Axess, as applicable, if and only if such delisting should be determined by our board of directors to be in our best interests and those of our shareholders, and authorized our board of directors, in its discretion, to apply for and effect such delisting at any time on our prior to our 2016 Annual General Meeting of Shareholders.

Item 10. Additional Information

A. Share capital

Not applicable.

B. Memorandum and Articles of Association

Our current second amended and restated articles of incorporation and second amended and restated bylaws have been filed as Exhibits 3.1 and 3.2, respectively, to our Registration Statement on Form F-4 (File No. 333-175940) filed with the SEC on August 1, 2011. The information contained in these exhibits is hereby incorporated by reference in this annual report.

Information required by "Item 10. Additional Information—B. Memorandum and Articles of Association" of Form 20-F is hereby incorporated by reference to the section entitled "Description of Capital Stock" in our Registration Statement on Form F-3ASR (Registration Statement No. 333-184450), filed with the SEC on October 16, 2012, provided that as of the date of this annual report, we had 132,317,178 common shares issued and outstanding.

C. Material Contracts

We refer you to "Item 5. Operating and Financial Review and Prospects —B. Liquidity and Capital Resources—Credit Facilities," "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" for a discussion of our material agreements that we have entered into outside the ordinary course of our business during the two-year period immediately preceding the date of this annual report.

Other than the agreements discussed in the aforementioned sections of this annual report, we have no material contracts, other than contracts entered into in the ordinary course of business, to which we or any member of the group is a party.

D. Exchange controls

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common shares.

E. Taxation

The following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to an investment decision by a U.S. Holder and a Non-U.S. Holder, each as defined below with respect to the common shares. This discussion does not purport to deal with the tax consequences of owning common shares to all categories of investors, some of which, such as dealers in securities, U.S. Holders whose functional currency is not the United States dollar and investors that own, actually or under applicable constructive ownership rules, 10% or more of our common shares, may be subject to special rules. This discussion deals only with holders who acquire common shares in this offering and hold the common shares as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of common shares.

Marshall Islands Tax Considerations

The following are the material Marshall Islands tax consequences of our activities to the Company and our shareholders. We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders.

U.S. Federal Income Tax Considerations

The following are the material U.S. federal income tax consequences relevant to an investment decision by a U.S. Holder and a Non-U.S. Holder, each as defined below, with respect to our common shares. The following discussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, all of which are subject to change, possibly with retroactive effect.

This discussion does not purport to deal with the tax consequences of owning our common shares to all categories of investors, some of which, such as dealers in securities, investors whose functional currency is not the U.S. Dollar and investors that own, actually or under applicable constructive ownership rules, 10% or more of our shares, may be subject to special rules. This discussion deals only with holders who purchase common shares in connection with this offering and hold the common shares as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our common shares. Unless otherwise noted, references in the following discussion to the "Company," "we" and "us" are to Ocean Rig UDW Inc. and its subsidiaries on a consolidated basis.

If a partnership holds common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding common shares, you are encouraged to consult your tax advisor.

Taxation of U.S. Holders

As used herein, the term "U.S. Holder" means a beneficial owner of common shares that is a U.S. citizen or resident, U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our common shares to a U.S. Holder, will generally constitute dividends, to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.

Dividends paid on our common shares to a U.S. Holder who is an individual, trust or estate (a "U.S. Individual Holder") will generally be treated as "qualified dividend income" that is taxable to such U.S. Individual Holders at preferential tax rates provided that (1) the common share is readily tradable on an established securities market in the United States (such as the NASDAQ Global Select Market, on which our common shares are listed); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are, have been or will be); and (3) the U.S. Individual Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend. There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of a U.S. Individual Holder. Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Holder.

Special rules may apply to any "extraordinary dividend" generally, a dividend in an amount which is equal to or in excess of ten percent of a stockholder's adjusted basis (or fair market value in certain circumstances) in a common share paid by us. If we pay an "extraordinary dividend" on our common shares that is treated as "qualified dividend income," then any loss derived by a U.S. Individual Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Common Shares

Assuming we do not constitute a passive foreign investment company for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company Status and Significant Tax Consequences

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company (a "PFIC") for U.S. federal income tax purposes. In general, a foreign corporation will be treated as a PFIC with respect to a U.S. shareholder in such foreign corporation, if, for any taxable year in which such shareholder holds stock in such foreign corporation, either:

●

at least 75% of the corporation's gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

●

at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether a foreign corporation is a PFIC, it will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25% of the value of the subsidiary's stock. If Ocean Rig UDW Inc. is treated as a PFIC, then a U.S. person would be treated as indirectly owning shares of its foreign corporate subsidiaries for purposes of the PFIC rules.

Income earned by a foreign corporation in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless the foreign corporation is treated under specific rules as deriving its rental income in the active conduct of a trade or business.

We do not believe that we are currently a PFIC, although we may have been a PFIC for certain prior taxable years. Based on our current operations and future projections, we do not believe that we have been, are, or will be a PFIC with respect to any taxable year beginning with the 2009 taxable year. Although we intend to conduct our affairs in the future in a manner to avoid being classified as a PFIC, we cannot assure you that the nature of our operations will not change in the future.

Special U.S. federal income tax elections have been made or will be made in respect of certain of our subsidiaries. The effect of these special U.S. tax elections is to ignore or disregard the subsidiaries for which elections have been made as separate taxable entities and to treat them as part of their sole shareholder. Therefore, for purposes of the following discussion, for each subsidiary for which such an election has been made, the shareholder of such subsidiary, and not the subsidiary itself, will be treated as the owner of the subsidiary's assets and as receiving the subsidiary's income.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund," which election we refer to as a "QEF election" or makes a "mark-to market" election with respect to our stock. In addition, if we were to be treated as a PFIC for any taxable year ending on or after December 31, 2013, a U.S. Holder would be required to file an annual report with the Internal Revenue Service for that year with respect to such holder's common shares.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an "Electing Holder," the Electing Holder must report each year for U.S. federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder's adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the common shares. A U.S. Holder would make a QEF election with respect to any year that our company is a PFIC by filing Internal Revenue Service Form 8621 with his U.S. federal income tax return. If we were aware that we were to be treated as a PFIC for any taxable year, we would, if possible, provide each U.S. Holder with all necessary information in order to make the QEF election described above. It should be noted that we may not be able to provide such information if we did not become aware of our status as a PFIC in a timely manner.

Taxation of U.S. Holders Making a "Mark-to-Market" Election

Alternatively, if we were to be treated as a PFIC for any taxable year and our stock is treated as "marketable stock," a U.S. Holder would be allowed to make a "mark-to-market" election with respect to our common shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. Since our stock is traded on the NASDAQ Global Select Market, we believe that our stock is "marketable stock" for this purpose. If the "mark-to-market" election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such holder's adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in his common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of the common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.

Taxation of U.S. Holders Not Making a Timely QEF Election or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make a QEF election (or a mark-to-market election, if such election is available) for that year, whom we refer to as a "Non-Electing Holder," would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125 % of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of the common shares. Under these special rules:

●

the excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the common shares;

●

the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and

●

the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of the common shares. If a Non-Electing Holder who is an individual dies while owning the common shares, such holder's successor generally would not receive a step-up in tax basis with respect to such stock.

Taxation of "Non-U.S. Holders"

A beneficial owner of common shares that is not a U.S. Holder (other than a partnership) is referred to herein as a "Non-U.S. Holder."

Dividends on Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our common shares, unless that income is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless:

●

the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or

●

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common shares, including dividends and the gain from the sale, exchange or other disposition of the shares that is effectively connected with the conduct of that trade or business will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, if you are a corporate Non-U.S. Holder, your earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to a holder will be subject to information reporting requirements. Such payments will also be subject to "backup withholding" if paid to a non-corporate U.S. Holder who:

●

fails to provide an accurate taxpayer identification number;

●

is notified by the Internal Revenue Service that he has failed to report all interest or dividends required to be shown on his federal income tax returns; or

●

in certain circumstances, fails to comply with applicable certification requirements.

If a holder sells his common shares to or through a U.S. office or broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless the holder establishes an exemption. If a holder sells his common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to the holder outside the United States then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, including a payment made to a holder outside the United States, if the holder sells his common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States.

Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer's income tax liability by filing a refund claim with the IRS.

Pursuant to recently enacted legislation, individuals who are U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would include, among other assets, the common shares, unless the shares held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged consult their own tax advisors regarding their reporting obligations under this legislation.

Other Tax Considerations

In addition to the tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where we conduct activities. The amount of any such tax imposed upon our operations may be material.

We provide offshore drilling services to third parties through our fully owned subsidiaries. Such services may be provided in countries where the tax legislation subjects drilling revenue to withholding tax or other corporate taxes, and where the operating cost may also be increased due to tax requirements. The amount of such taxable income and liability will vary depending upon the level of our operations in such jurisdiction in any given taxable year. Distributions from our subsidiaries may be subject to withholding tax.

We do not benefit from income tax positions that we believe are more likely than not to be disallowed upon challenge by a tax authority. 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 United States, Canada, the U.K., Brazil, Turkey, Angola, Cyprus, Ghana, Netherlands, Ivory Coast, Tanzania, Falkland Islands, Greenland, Equatorial Guinea or Norway, our effective tax rate on our world-wide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, or from the SEC's website http://www.sec.gov. 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. Our filings are also available on our website at http://www.ocean-rig.com. This web address is provided as an inactive textual reference only. Information on our website does not constitute a part of this annual report.

I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures about Market Risk

Overview

We are exposed to a number of different financial market risks arising from our normal business activities. Financial market risk is the possibility that fluctuations in currency exchange rates and interest rates will affect the value of our assets, liabilities or future cash flows.

To reduce and manage these risks, management periodically reviews and assesses its primary financial market risks. Once risks are identified, appropriate action is taken to mitigate the specific risks. The primary strategy used to reduce our financial market risks is the use of derivative financial instruments where appropriate. Derivatives are used periodically in order to hedge our ongoing operational exposures as well as transaction-specific exposures. When the use of derivatives is deemed appropriate, only conventional derivative instruments are used. These may include interest rate swaps, forward contracts and options.

It is our policy to enter into derivative financial instruments only with highly rated financial institutions. We use derivatives only for the purposes of managing risks associated with interest rate and currency exposure.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our long-term and short-term debt. The international drilling industry is capital intensive, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. Our debt usually contains interest rates that fluctuate with LIBOR. Increasing interest rates could adversely impact future earnings.

Historically, we have been subject to market risks relating to changes in interest rates, because we have had significant amounts of floating rate debt outstanding. We manage this risk by entering into interest rate swap agreements in which we exchange fixed and variable interest rates based on agreed upon notional amounts. We use such derivative financial instruments as risk management tools and not for speculative or trading purposes. In addition, the counterparty to the derivative financial instrument is a major financial institution in order to manage exposure to nonperformance counterparties.

As of December 31, 2014 we had a total of 7 interest rate swap, cap and floor agreements, maturing from March 2015 through July 2021. As of December 31, 2013 we had a total of 9 interest rate swap, cap and floor agreements, maturing from September 2014 through November 2017. These agreements are entered into in order to hedge our exposure to interest rate fluctuations with respect to our borrowings. See "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Swap Agreements."

Our interest expense is affected by changes in the general level of interest rates. As an indication of the extent of our sensitivity to interest rate changes, an increase in LIBOR of 1%, with all other variables held constant, would have increased our net loss and decreased our cash flows for the year ended December 31, 2014 by approximately $44.7 million, based on our total outstanding debt level at December 31, 2014. A 1% increase in LIBOR, with all other variables held constant, would have increased our interest expense for the year ended December 31, 2014 from $300.1 million to $344.8 million.

Foreign Currency Exchange Risk

We generate a substantial portion of our revenues in U.S. dollars; however, a portion of our revenue under our contracts with Petroleo Brasileiro S.A., or Petrobras Brazil, for the Ocean Rig Corcovado and the Ocean Rig Mykonos is, and with Repsol Sinopec Brasil S.A., or Repsol, for the Ocean Rig Mylos is receivable in Brazilian Real. In addition, for the year ended December 31, 2014, we incurred approximately 51% of our operating expenses and the majority of our management expenses in currencies other than the U.S. dollar. For accounting purposes, expenses incurred in currencies other than the U.S. dollar are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. Because a significant portion of our expenses are incurred in currencies other than the U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations in exchange rates, which could affect the amount of net income that we report in future periods. As of December 31, 2014, the net effect of a 1% adverse movement in U.S. dollar/Euro exchange rates would not have a material effect on our net income, while the net effect of a 1% adverse movement in U.S. dollar/currencies other than the U.S. dollar exchange rates would have resulted in a decrease of $4.4 million in our profits before taxes for the year ended December 31, 2014.

Our international operations expose us to foreign exchange risk. We use a variety of techniques to minimize exposure to foreign exchange risk, such as the use of foreign exchange derivative instruments. Fluctuations in foreign currencies typically have not had a material impact on our overall results. In situations where payments of local currency do not equal local currency requirements, foreign exchange derivative instruments, specifically foreign exchange forward contracts, or spot purchases, may be used to mitigate foreign currency risk. A foreign exchange forward contract obligates us to exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates or to make an equivalent U.S. dollar payment equal to the value of such exchange. We do not enter into derivative transactions for speculative purposes. On December 31, 2014, we did not have any open foreign currency forward exchange contracts. See "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Currency Forward Sale Exchange Contracts."

Item 12. Description of Securities Other than Equity Securities

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depository Shares

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Material Modifications to the Rights of Security Holders

We have adopted an Amended and Restated Stockholder Rights Agreement, pursuant to which each of our common shares includes one preferred stock purchase right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A Participating Preferred Stock or additional common shares if any third party seeks to acquire control of a substantial block of our common shares without the approval of our board of directors.

Item 15. Controls and Procedures

(a) Disclosure Controls and Procedures

The Company's Management, including the Chief Executive Officer and the Vice President of Finance and Accounting has conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2014. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports the Company files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and our Vice President of Finance and Accounting, to allow for timely decisions regarding required disclosures.

Based on this evaluation, the Company's Chief Executive Officer and the Vice President of Finance and Accounting concluded that, as of December 31, 2014, the Company's disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

(b) Management's Annual Report on Internal Control Over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of our Chief Executive Officer and the Vice President of Accounting and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and the Vice President of Accounting, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in " Internal Control—Integrated Framework " issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO 2013 framework, as of December 31, 2014.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management has assessed the effectiveness of the Company's internal control over financial reporting at December 31, 2014, based on the framework established in " Internal Control — Integrated Framework " issued by the COSO 2013 framework. Based on the aforementioned assessment, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2014.

The independent registered public accounting firm, Ernst Young (Hellas) Certified Auditors Accountants S.A., that audited the consolidated financial statements of the Company for the year ended December 31, 2014, included in this annual report, has issued an attestation report on the Company's internal control over financial reporting.

The report of Ernst Young (Hellas) Certified Auditors Accountants S.A. included in "Item 18. Financial Statements" of this annual report is incorporated herein by reference.

(d) Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting that have occurred during the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

Our board of directors has determined that Mr. Prokopios (Akis) Tsirigakis, whose biographical details are included in "Item. 6 Directors, Senior Management and Employees—A. Directors and Senior Management," a member of our audit committee, qualifies as an "audit committee financial expert," as such term is defined in Item 407 of Regulation S-K promulgated by the SEC and Form 20-F. Our board of directors has also determined that Mr. Tsirigakis is independent under SEC Rule 10A-3 of the Exchange Act and the independence rules of the NASDAQ Stock Market.

Item 16B. Code of Ethics

We have adopted a code of ethics that applies to our directors, officers, employees and agents. We will provide a hard copy of our code of ethics free of charge upon written request of a shareholder. Shareholders may direct their requests to the attention of Corporate Secretary, Ocean Rig UDW Inc., 10 Skopa Street, Tribune House, 2nd Floor, Office 202, CY 1075, Nicosia, Cyprus. No substantive amendments were made to our code of ethics during the fiscal year ended December 31, 2014, and no waivers of our code of ethics were granted to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions during the fiscal year ended December 31, 2014.

Item 16C. Principal Accountant Fees and Services

Our independent auditors have billed us for audit, audit-related and non-audit services for the years ended December 31, 2014 and 2013. The fees billed are set forth as follows:

	2013			2014
	(U.S. Dollars in thousands)

Audit and audit-related fees		$	1,130	$	1,229
Tax fees			133		46

Total fees		$	1,263	$	1,275

There were no audit-related or other fees billed in 2014 or 2013. Audit fees represent professional services rendered for the audit of our annual financial statements and services provided by the principal accountant in connection with statutory and regulatory filings or engagements. Taxation fees represent fees for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning.

All audit and non-audit services, including services described above were pre-approved by the audit committee. Our audit committee is responsible for the appointment, retention, compensation, evaluation and oversight of the work of the independent auditors. As part of this responsibility, our audit committee pre-approves the audit and non-audit services performed by the independent auditors in order to assure that they do not impair the auditors' independence from the Company. The audit committee has adopted a policy which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditors may be pre-approved.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In April 2012, companies affiliated with our Chairman, President and Chief Executive Officer purchased an aggregate of 2,185,000 of our common shares in the public offering of common shares held by DryShips that was completed on April 17, 2012 at the public offering price of $16.25.

Item 16F Change in Registrant's Certifying Accountant

None.

Item 16G. Corporate Governance

As a foreign private issuer, we are subject to less stringent corporate governance requirements than U.S.-domiciled companies. Subject to certain exceptions, NASDAQ permits foreign private issuers to follow home country practice in lieu of the NASDAQ corporate governance requirements. The practices we intend to follow in lieu of NASDAQ's corporate governance rules are:

●

In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will comply with provisions of the BCA, providing that the board of directors approves share issuances and adoptions of and material amendments to equity compensation plans.

●

Our board of directors will not hold regularly scheduled meetings at which only independent directors are present.

●

As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to NASDAQ pursuant to NASDAQ corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that shareholders must give us between 150 and 180 days advance notice to properly introduce any business at a meeting of shareholders.

Item 16H. Mine Safety Disclosure

Not applicable.

PART III

Item 17. Financial Statements

See "Item 18. Financial Statements."

Item 18. Financial Statements

The financial statements beginning on page F-1 together with the respective reports of the Independent Registered Public Accounting firm therefore, are filed as a part of this annual report.

Item 18.1 Schedule I - Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)

The Schedule I, beginning after page F-31, is filed as part of this report.

Item 19. Exhibits

Exhibit Number	Description

1.1	Second Amended and Restated Articles of Incorporation of Ocean Rig UDW Inc., incorporated by reference to exhibit 3.1 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

1.2	Second Amended and Restated Bylaws of Ocean Rig UDW Inc., incorporated by reference to exhibit 3.2 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

1.3	Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Ocean Rig UDW Inc., incorporated by reference to exhibit 4.3 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

2.1	Form of Stock Certificate, incorporated by reference to exhibit 4.1 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 17, 2011.

2.2	Amended and Restated Stockholder Rights Agreement, dated June 3, 2011, incorporated by reference to exhibit 4.2 to the Registration Statement on Form F-4/A of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

2.3	Bond Agreement between Ocean Rig UDW Inc. and Norsk Tillitsmann ASA, dated April 14, 2011, incorporated by reference to exhibit 10.40 of the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940) filed with the SEC on August 1, 2011.

2.4	Indenture, dated as of September 20, 2012, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017 incorporated by reference to exhibit 2.4 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

2.5	Supplemental Indenture, dated as of January 23, 2013, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., as Guarantor, the other Guarantors, and U.S. Bank National Association, as Trustee, amending and supplementing the Indenture, dated as of September 20, 2012, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017 incorporated by reference to exhibit 2.5 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

2.6	Second Supplemental Indenture, dated as of January 30, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, as amended by a supplemental indenture, dated as of January 23, 2013, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017 incorporated by reference to exhibit 2.6 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

2.7	Third Supplemental Indenture, dated as of March 15, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, as amended by a supplemental indenture, dated as of January 23, 2013, and a second supplemental indenture, dated as of January 30, 2013, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017 incorporated by reference to exhibit 2.7 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.
4.1	Drillship Master Agreement between DryShips Inc. and Samsung Heavy Industries Co., Ltd., incorporated by reference to exhibit 10.1 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

4.2	Novation Agreement between Samsung Heavy Industries Co., Ltd., DryShips Inc. and Ocean Rig UDW Inc., incorporated by reference to exhibit 10.2 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

4.3	Addendum No. 1 dated May 16, 2011 to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and Samsung Heavy Industries Co., Ltd., as novated by a Novation Agreement, dated December 30, 2010, between Samsung Heavy Industries Co., Ltd., DryShips Inc. and Ocean Rig UDW Inc., incorporated by reference to exhibit 10.3 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

4.4	Addendum No. 2 dated January 27, 2012 to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and Samsung Heavy Industries Co., Ltd., as novated by a Novation Agreement, dated December 30, 2010 and as amended, incorporated by reference to exhibit 4.4 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 14, 2012.

4.5	Addendum No. 3 dated April 2, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and Samsung Heavy Industries Co., Ltd., as novated by a Novation Agreement, dated December 30, 2010, and as amended incorporated by reference to exhibit 4.5 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.6	Addendum No. 4, dated September 3, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and Samsung Heavy Industries Co., Ltd., as novated by a Novation Agreement, dated December 30, 2010, and as amended incorporated by reference to exhibit 4.6 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.7	Senior Secured Credit Facility Agreement, dated April 15, 2011, by and among Drillships Holdings Inc., as Borrower, the banks and financial institutions named therein, as Mandated Lead Arrangers and Lenders, and Nordea Bank Finland plc, London Branch, as Agent, relating to a credit facility of $800,000,000, incorporated by reference to exhibit 10.4 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

4.8	Amendment Agreement, dated May 9, 2012, to the Senior Secured Credit Facility Agreement, dated April 15, 2011, by and among Drillships Holdings Inc., as Borrower, the banks and financial institutions named therein, as Mandated Lead Arrangers and Lenders, and Nordea Bank Finland plc, London Branch, as Agent, relating to a credit facility of $800,000,000 incorporated by reference to exhibit 4.8 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.9	Addendum No. 2, dated May 18, 2012, to an Amended and Restated Guarantee, Revolving Credit and Term Loan Facility Agreement, dated November 19, 2009, by and among Ocean Rig ASA, Ocean Rig Norway AS and Drill Rigs Holdings Inc., as borrowers, the guarantors listed therein, as original guarantors, the financial institutions listed therein, as banks, DNB Bank ASA, as guarantee bank, DNB Bank ASA, as mandated lead arranger and bookrunner, HSH Nordbank AG, Nordea Bank Norge ASA and Skandinaviska Enskilda Banken AB (Publ), as mandated lead arrangers, and DNB Bank ASA, as agent, for $1,040,000,000 incorporated by reference to exhibit 4.9 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.


4.10	Credit Facility Agreement, dated July 18, 2008, by and between Drillship Skopelos Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Dexia Credit Local, New York Branch, as Joint Mandated Lead Arranger, the various financial institutions listed therein, as Lenders, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch, as Swap Banks, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to exhibit 10.18 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

4.11	Credit Facility Agreement, dated July 18, 2008, by and between Drillship Kithira Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Dexia Credit Local, New York Branch, as Joint Mandated Lead Arranger, the various financial institutions listed therein, as Lenders, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch, as Swap Banks, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to exhibit 10.19 of the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

4.12	Supplemental Agreement, dated September 17, 2008, by and between Drillship Skopelos Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Dexia Credit Local, New York Branch, as Joint Mandated Lead Arranger, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch, as Swap Banks, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, incorporated by reference to Exhibit 4.51 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010.

4.13	Supplemental Agreement, dated September 17, 2008, relating to a Credit Facility Agreement, dated July 18, 2008, by and between Drillship Kithira Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Dexia Credit Local, New York Branch, as Joint Mandated Lead Arranger, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch, as Swap Banks, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, incorporated by reference to Exhibit 4.52 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010.

4.14	Supplemental Agreement No. 2, dated December 18, 2008, by and between Drillship Skopelos Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Dexia Credit Local, New York Branch, as Joint Mandated Lead Arranger, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch, as Swap Banks, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, as amended and supplemented by a Supplemental Agreement dated September 17, 2008, incorporated by reference to Exhibit 4.53 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010.

4.15	Supplemental Agreement No. 2, dated December 18, 2008, relating to a Credit Facility Agreement, dated July 18, 2008, by and between Drillship Kithira Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Dexia Credit Local, New York Branch, as Joint Mandated Lead Arranger, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch, as Swap Banks, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, as amended and supplemented by a Supplemental Agreement dated September 17, 2008, incorporated by reference to Exhibit 4.54 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010.

4.16	Waiver Letter, dated May 21, 2009, relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, as amended and supplemented by the supplemental agreement dated September 17, 2008 and the supplemental agreement No. 2 dated December 18, 2008, by and among (among others) Drillship Skopelos Owners Inc., as Owner, the Lenders under the Credit Agreement, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to Exhibit 4.78 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011.


4.17	Waiver Letter, dated May 21, 2009, relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, as amended and supplemented by the supplemental agreement dated September 17, 2008 and the supplemental agreement No. 2 dated December 18, 2008, by and among (among others) Drillship Kithira Owners Inc., as Owner, the Lenders under the Credit Agreement, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to Exhibit 4.79 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011.

4.18	Facility Agent's and Security Trustee's Consent Letter, dated June 5, 2009, relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, as amended and supplemented by the supplemental agreement dated September 17, 2008 and the supplemental agreement No. 2 dated December 18, 2008, by and among (among others) Drillship Skopelos Owners Inc., as Owner, the Lenders under the Credit Agreement, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to Exhibit 4.80 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 310, 2010, filed with the SEC on April 15, 2011.

4.19	Facility Agent's and Security Trustee's Consent Letter, dated June 5, 2009, relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, as amended and supplemented by the supplemental agreement dated September 17, 2008 and the supplemental agreement No. 2 dated December 18, 2008, by and among (among others) Drillship Kithira Owners Inc., as Owner, the Lenders under the Credit Agreement, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to Exhibit 4.81 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011.

4.20	Supplemental Agreement No. 3, dated January 29, 2010, by and among Drillship Skopelos Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Dexia Credit Local, New York Branch, as Joint Mandated Lead Arranger, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch, as Swap Banks, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, relating to $562,500,000 Credit Facility Agreement as amended and supplemented by a Supplemental Agreement dated September 17, 2008 and a Supplemental Agreement No. 2 dated December 18, 2008, incorporated by reference to Exhibit 4.55 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010.

4.21	Supplemental Agreement No. 3, dated January 29, 2010, by and among Drillship Kithira Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Dexia Credit Local, New York Branch, as Joint Mandated Lead Arranger, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch, as Swap Banks, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, relating to $562,500,000 Credit Facility Agreement as amended and supplemented by a Supplemental Agreement dated September 17, 2008 and a Supplemental Agreement No. 2 dated December 18, 2008, incorporated by reference to Exhibit 4.56 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010.

4.22	Facility Agent's Consent Letter, dated June 23, 2010 relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, as amended and supplemented by the supplemental agreement dated September 17, 2008, the supplemental agreement no. 2 dated December 18, 2008 and the supplemental agreement no. 3 dated January 29, 2010, by and between (among others) Drillship Skopelos Owners Inc., as Owner, certain Lenders referred to therein, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to Exhibit 4.84 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011.

4.23	Facility Agent's Consent Letter, dated June 23, 2010, relating to a $562,500,000 Credit Facility Agreement, dated July 18, 2008, as amended and supplemented by the supplemental agreement dated September 17, 2008, the supplemental agreement no. 2 dated December 18, 2008 and the supplemental agreement no. 3 dated January 29, 2010, by and between (among others) Drillship Kithira Owners Inc., as Owner, certain Lenders referred to therein, Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to Exhibit 4.85 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011.


4.24	Amendment and Restatement Agreement to the Credit Agreement, dated April 27, 2011, by and among Drillship Skopelos Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Deutsche Bank AG, London Branch, as Swap Bank, Deutsche Bank Luxembourg S.A., as Facility Agent for itself and on behalf of the various financial institutions as Lenders, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to exhibit 10.32 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

4.25	Amendment and Restatement Agreement to the Credit Agreement, dated April 27, 2011, by and among Drillship Kithira Owners Inc., as Owner, Deutsche Bank A.G., London Branch, as Bookrunner and Joint Mandated Lead Arranger, Deutsche Bank AG, London Branch, as Swap Bank, Deutsche Bank Luxembourg S.A., as Facility Agent for itself and on behalf of the various financial institutions as Lenders, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to exhibit 10.33 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

4.26	Amendment Agreement to the Credit Agreement, dated August 10, 2011, by and among Drillship Skopelos Owners Inc., as Owner, DryShips Inc., as Sponsor and Ocean Rig UDW Inc., as Ocean Rig guarantor, Deutshce Bank AG, London Branch, as Bookrunner and Mandated Lead Arranger, Deutsche Bank AG, London Branch, as Swap Bank, Deutsche Bank Luxembourg S.A., as Facility Agent for itself and on behalf of various financial institutions as Lenders, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to exhibit 10.34 to the Registration Statement on Form F-4/A of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 17, 2011.

4.27	Sponsor Construction and Post-Delivery Guarantee, dated July 18, 2008, between DryShips Inc., as Guarantor, Deutsche Bank Luxembourg S.A., as Facility Agent, various financial institutions, as Lenders, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to exhibit 10.34 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011.

4.28	Sponsor Construction and Post-Delivery Guarantee, dated July 18, 2008, between DryShips Inc., as Guarantor, Deutsche Bank Luxembourg S.A., as Facility Agent, various financial institutions, as Lenders, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to exhibit 10.35 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940) filed with the SEC on August 1, 2011.

4.29	Ocean Rig Guarantee, dated April 27, 2011, between Ocean Rig UDW Inc., as Guarantor, Deutsche Bank Luxembourg S.A., as Facility Agent for itself and on behalf of various financial institutions as Lenders, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to exhibit 10.36 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940) filed with the SEC on August 1, 2011.

4.30	Ocean Rig Guarantee, dated April 27, 2011, between Ocean Rig UDW Inc., as Guarantor, Deutsche Bank Luxembourg S.A., as Facility Agent for itself and on behalf of various financial institutions as Lenders, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, incorporated by reference to exhibit 10.37 to the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940) filed with the SEC on August 1, 2011.

4.31	Credit Facility Agreement, dated July 18, 2008, by and among Drillship Skopelos Owners Inc., as Owner, Deutsche Bank AG, London Branch, as Bookrunner and Mandated Lead Arranger, various financial institutions, as Lenders, Deutsche Bank AG, London Branch, as Swap Bank, and Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, as amended and supplemented from time to time and most recently amended and restated on May 14, 2012 incorporated by reference to exhibit 4.31 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.


4.32	Credit Facility Agreement, dated July 18, 2008, by and among Drillship Kithira Owners Inc., as Owner, Deutsche Bank AG, London Branch, as Bookrunner and Mandated Lead Arranger, various financial institutions, as Lenders, Deutsche Bank AG, London Branch, as Swap Bank, and Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, as amended and supplemented from time to time and most recently amended and restated on May 14, 2012 incorporated by reference to exhibit 4.32 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.33	Sponsor Guarantee, dated May 14, 2012, between DryShips Inc., as Guarantor, Deutsche Bank Luxembourg S.A., as Facility Agent for itself and on behalf of various financial institutions, as Lenders, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee incorporated by reference to exhibit 4.33 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.34	Sponsor Guarantee, dated May 14, 2012, between DryShips Inc., as Guarantor, Deutsche Bank Luxembourg S.A., as Facility Agent for itself and on behalf of various financial institutions, as Lenders, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee incorporated by reference to exhibit 4.34 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.35	Deed of Release and Amendment, dated May 14, 2012, by and among Drillship Skopelos Owners Inc., as Owner, Ocean Rig Drilling Operations B.V., as Bareboat Charterer, DryShips Inc., as Sponsor, Ocean Rig UDW Inc., Drillships Investment Inc., Skopelos Shareholders Inc., Deutsche Bank AG, London Branch, as Swap Bank, Deutsche Bank Luxembourg S.A., as Facility Agent on behalf of various financial institutions as Lenders, Deutsche Bank AG Filiale Deutschlandgescharft, as Security Trustee, Deutshce Bank AG, London Branch, as Bookrunner and Mandated Lead Arranger, and Deutsche Bank AG, London Branch, as Account Bank incorporated by reference to exhibit 4.35 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.36	Deed of Release and Amendment, dated May 14, 2012, by and among Drillship Kithira Owners Inc., as Owner, Ocean Rig Poseidon Operations Inc., as Bareboat Charterer, DryShips Inc., as Sponsor, Ocean Rig UDW Inc., Drillships Investment Inc., Kithira Shareholders Inc., Deutsche Bank AG, London Branch, as Swap Bank, Deutsche Bank Luxembourg S.A., as Facility Agent on behalf of various financial institutions as Lenders, Deutsche Bank AG Filiale Deutschlandgescharft, as Security Trustee, Deutshce Bank AG, London Branch, as Bookrunner and Mandated Lead Arranger, and Deutsche Bank AG, London Branch, as Account Bank incorporated by reference to exhibit 4.36 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.37	Global Services Agreement, dated December 1, 2010, by and between DryShips Inc. and Cardiff Marine Inc., incorporated by reference to exhibit 10.38 of the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940) filed with the SEC on August 1, 2011.

4.38	Termination Agreement, effective January 1, 2013, by and between DryShips Inc. and Cardiff Marine Inc., relating to the Global Services Agreement, dated December 1, 2010, by and between DryShips Inc. and Cardiff Marine Inc incorporated by reference to exhibit 4.38 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.39	Services Agreement, effective January 1, 2013, by and between Ocean Rig Management Inc. and Cardiff Drilling Inc incorporated by reference to exhibit 4.39 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.40	Consultancy Agreement, dated September 1, 2010, by and between DryShips Inc. and Vivid Finance Limited, incorporated by reference to exhibit 10.39 of the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940) filed with the SEC on August 1, 2011.

4.41	Addendum No. 1, effective January 1, 2013, to the Consultancy Agreement, dated September 1, 2010, by and between Ocean Rig UDW Inc. and Vivid Finance Inc incorporated by reference to exhibit 4.41 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.


4.42	Consultancy Agreement, effective January 1, 2013, by and between Ocean Rig Management Inc. and Vivid Finance Limited incorporated by reference to exhibit 4.42 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.43	Registration Rights Agreement, dated as of March 20, 2012, by and between DryShips Inc. and Ocean Rig UDW Inc., incorporated by reference to exhibit 4.4 to the Registration Statement on Form F-1 of Ocean Rig UDW Inc. (Registration No. 333-180241), filed with the SEC on March 20, 2012 incorporated by reference to exhibit 4.43 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.44	Facilities Agreement, dated February 28, 2013, by and among Drillships Ocean Ventures Inc., as Borrower, and Ocean Rig UDW Inc., as Parent and Guarantor, and the companies listed therein, as Guarantors, and the banks and financial institutions named therein, as Mandated Lead Arrangers, with the banks and financial institutions named therein, as Lenders under the Commercial Facilities, Eksportkreditt Norge AS, as Lender under the Eksportkreditt/GEIK Facilities, The Export-Import Bank of Korea, as Lender under the Kexim Facilities, and DNB Bank ASA, as Facility Agent and Security Agent, relating to $1,350,000,000 of Term Loan Facilities incorporated by reference to exhibit 4.44 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013.

4.45	Waiver Letter, dated May 27, 2013, relating to the Credit Facility Agreement, dated July 18, 2008, by and among Drillship Kithira Owners Inc., as Owner, Deutsche Bank AG, London Branch, as Bookrunner and Mandated Lead Arranger, various financial institutions, as Lenders, Deutsche Bank AG, London Branch, as Swap Bank, and Deutsche Bank Luxembourg S.A., as Facility Agent, and Deutsche Bank AG Filiale Deutschlandgeschaft, as Security Trustee, as amended and supplemented from time to time, incorporated by reference to exhibit 4.45 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014 .

4.46	Waiver Letter, dated June 25, 2013, relating to a Senior Secured Credit Facility Agreement, dated April 15, 2011, by and among Drillships Holdings Inc., as Borrower, the banks and financial institutions named therein, as Mandated Lead Arrangers and Lenders, and Nordea Bank Finland plc, London Branch, as Agent, relating to a credit facility of $800,000,000, incorporated by reference to exhibit 4.46 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.

4.47	Credit Agreement, dated July 12, 2013, by and among Drillships Finance Holding Inc., as Borrower, Ocean Rig UDW Inc., as Parent, Deutsche Bank AG New York Branch, as Administrative Agent and the companies listed therein, and the banks and financial institutions named therein, as Joint Global Coordinators, Joint Lead Arrangers and Joint Bookrunners and the banks and financial institutions named therein, as Joint Lead Arrangers and Joint Bookrunners, relating to a combined $1.8 billion of Tranche B-1 and Tranche B-2 Term Loans, incorporated by reference to exhibit 4.47 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.

4.48	Incremental Amendment, dated July 26, 2013, by and among Drillships Finance Holding Inc., as Borrower, Ocean Rig UDW Inc., as Parent, Deutsche Bank AG New York Branch, as Administrative Agent under the Credit Agreement, dated July 12, 2013 (the "July 12, 2013, Credit Agreement"), and the Incremental Lenders, as defined therein, relating to an increase of $100,000,000 under the July 12, 2013 Credit Agreement, incorporated by reference to exhibit 4.48 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.

4.49	Amending and Restating Agreement, dated August 30, 2013, relating to the Facilities Agreement by and among Drillships Ocean Ventures Inc., as Borrower, and Ocean Rig UDW Inc., as Parent and Guarantor, and the companies listed therein, as Guarantors, and the banks and financial institutions named therein, as Mandated Lead Arrangers, with the banks and financial institutions named therein, as Lenders under the Commercial Facilities, Eksportkreditt Norge AS, as Lender under the Eksportkreditt/GEIK Facilities, The Export-Import Bank of Korea, as Lender under the Kexim Facilities, and DNB Bank ASA, as Facility Agent and Security Agent, relating to $1,350,000,000 of Term Loan Facilities dated February 28, 2013, incorporated by reference to exhibit 4.49 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.

4.50	Amendment Number 2 to Uncertificated Securities Control Agreement, dated as of September 27, 2012, as amended among DryShips Inc., HSH Nordbank AG and Ocean Rig UDW Inc., dated September 9, 2013, incorporated by reference to exhibit 4.50 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.

4.51	Amendment Number 3 to Uncertificated Securities Control Agreement, dated as of September 27, 2012, as amended, among DryShips Inc., HSH Nordbank AG and Ocean Rig UDW Inc., dated November 14, 2013, incorporated by reference to exhibit 4.51 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.


4.52	Consultancy Agreement, dated September 9, 2013, by and between Eastern Med Consultants Inc., an indirect wholly owned subsidiary of Ocean Rig UDW Inc., and Azara Services S.A, incorporated by reference to exhibit 4.52 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.

4.53	Supplemental Letter dated December 10, 2013, relating to the Facilities Agreement by and among Drillships Ocean Ventures Inc., as Borrower, and Ocean Rig UDW Inc., as Parent and Guarantor, and the companies listed therein, as Guarantors, and the banks and financial institutions named therein, as Mandated Lead Arrangers, with the banks and financial institutions named therein, as Lenders under the Commercial Facilities, Eksportkreditt Norge AS, as Lender under the Eksportkreditt/GEIK Facilities, The Export-Import Bank of Korea, as Lender under the Kexim Facilities, and DNB Bank ASA, as Facility Agent and Security Agent, relating to $1,350,000,000 of Term Loan Facilities originally dated February 28, 2013, incorporated by reference to exhibit 4.53 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.

4.54	Amendment and Restatement Agreement dated as of February 7, 2014 relating to the Credit Agreement, dated July 12, 2013, as amended by the Incremental Agreement dated July 26, 2013, by and among Drillships Finance Holding Inc., as Borrower, Ocean Rig UDW Inc., as Parent, Deutsche Bank AG New York Branch, as Administrative Agent and the companies listed therein, and the banks and financial institutions named therein, relating to a re-financing of the combined $1.9 billion of Tranche B-1 and Tranche B-2 Term Loans, incorporated by reference to exhibit 4.54 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.

4.55	Indenture, dated as of March 26, 2014, by and between Ocean Rig UDW Inc., as the Issuer, and Deutsche Bank Trust Company Americas, as Trustee, relating to 7.25% Senior Notes Due 2019.

4.56	Credit Agreement, dated July 25, 2014, by and among Drillships Ventures Projects Inc., as Finco, Drillships Ocean Ventures Inc., as Borrower, Ocean Rig UDW, as Parent, various lenders, Deutsche Bank AG New York Branch, as Administrative Agent and Pari Passu Collateral Agent and the other entities listed therein, relating to a Term Loan in an aggregate principal amount equal to $1.3 billion.

4.57	Pledge and Security Agreement, dated July 25, 2014, relating to the Credit Agreement dated July 25, 2014, by and among Ocean Rig UDW Inc., Drillships Ocean Ventures, Inc., Drillships Ventures Projects Inc., the subsidiaries identified therein, and Deutsche Bank AG New York Branch, as Pari Passu Collateral Agent.

4.58	Facilities Agreement, dated February 13, 2015, by and among Drillship Alonissos Shareholders Inc., as Borrower, Ocean Rig UDW Inc., as Parent and Guarantor, Drillship Alonissos Owners Inc., as Drillship Owner and Guarantor, and the other entities named therein, relating to $475 million Term Loan Facilities.

4.59	Management Agreement, dated December 13, 2013, by and between Drillship Skyros Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.

4.60	Management Agreement, dated February 25, 2014, by and between Drillship Kythnos Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.

4.61	Management Agreement, dated April 17, 2014, by and between Drillship Hydra Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.

4.62	Management Agreement, dated April 17, 2014, by and between Drillship Kithira Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.

4.63	Management Agreement, dated April 17, 2014, by and between Drillship Paros Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.

4.64	Management Agreement, dated April 17, 2014, by and between Ocean Rig 1 Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.


4.65	Management Agreement, dated April 17, 2014, by and between Ocean Rig 2 Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.

4.66	Management Agreement, dated April 17, 2014, by and between Drillship Skiathos Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.

4.67	Management Agreement, dated April 17, 2014, by and between Drillship Skopelos Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.

4.68	Management Agreement, dated February 17, 2015, by and between Drillship Alonissos Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager.

4.69	Exchangeable Promissory Note, dated November 18, 2014, by and between DryShips, Inc., as Borrower, and Alley Finance Co., or its permitted assigns, as Noteholder, relating to a $120,000,000 loan.

8.1	Subsidiaries of Ocean Rig UDW Inc.

12.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

12.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

13.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15.1	Consent of Independent Registered Public Accounting Firm.

101	The following financial information from Ocean Rig UDW Inc.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets as of December 31, 2013 and 2014; (2) Consolidated Statements of Operations for the years ended December 31, 2012, 2013 and 2014; (3) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2013 and 2014; (4) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012, 2013 and 2014; (5) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2013 and 2014; and (6) Notes to Consolidated Financial Statements.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	OCEAN RIG UDW INC.



	By:	/s/ Niki Fotiou
	Name:	Niki Fotiou
	Title:	Vice President of Finance and Accounting

Dated March 9, 2015

OCEAN RIG UDW INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets as of December 31, 2013 and 2014	F-4
Consolidated Statements of Operations for the years ended December 31, 2012, 2013 and 2014	F-5
Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2012, 2013 and 2014	F-6
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012, 2013 and 2014	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2013 and 2014	F-8
Notes to Consolidated Financial Statements	F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Ocean Rig UDW Inc.

We have audited the accompanying consolidated balance sheets of Ocean Rig UDW Inc. (the "Company") as of December 31, 2013 and 2014, and the related consolidated statements of operations, comprehensive income/(loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in Item 18.1. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ocean Rig UDW Inc. at December 31, 2013 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ocean Rig UDW Inc.'s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 9, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young (Hellas) Certified Auditors-Accountants S.A.

Athens, Greece

March 9, 2015

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Ocean Rig UDW Inc.

We have audited Ocean Rig UDW Inc.'s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Ocean Rig UDW Inc.'s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Ocean Rig UDW Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Ocean Rig UDW Inc. as of December 31, 2013 and 2014, and the related consolidated statements of operations, comprehensive income/(loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2014 of Ocean Rig UDW Inc. and our report dated March 9, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece

March 9, 2015

F-3

OCEAN RIG UDW INC.

Consolidated Balance Sheets

As of December 31, 2013 and 2014

(Expressed in thousands of U.S. Dollars - except for share and per share data)

	December 31, 2013			December 31, 2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	605,467		$	528,933
Restricted cash (Note 2)		3,561			2,564
Trade accounts receivable, net of allowance for doubtful receivables of $2,948 and $2,825 at December 31, 2013 and 2014, respectively		289,718			345,187
Other current assets (Note 4)		110,971			101,508
Total current assets		1,009,717			978,192

FIXED ASSETS, NET:
Advances for drillships under construction and related costs (Note 5)		662,313			622,507
Drilling rigs, drillships, machinery and equipment, net (Note 6)		5,777,025			6,207,633
Total fixed assets, net		6,439,338			6,830,140

OTHER NON-CURRENT ASSETS:
Restricted cash (Note 2)		50,000			-
Financial instruments (Note 9)		13,517			10,101
Due from a related party (Note 3)		-			117,219
Other non-current assets (Note 7)		107,878			105,969
Total non-current assets, net		171,395			233,289
Total assets	$	7,620,450		$	8,041,621

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt, net of deferred financing costs (Note 8)	$	85,401		$	19,858
Due to related parties (Note 3)		-			11,287
Accounts payable and other current liabilities		89,988			72,030
Accrued liabilities		214,137			175,058
Deferred revenue		123,862			121,579
Financial instruments (Note 9)		30,266			17,881
Total current liabilities		543,654			417,693

NON-CURRENT LIABILITIES
Long term debt, net of current portion and deferred financing costs (Note 8)		3,907,835			4,352,592
Financial instruments (Note 9)		15,557			8,617
Deferred revenue		152,226			81,359
Other non-current liabilities		21,335			15,084
Total non-current liabilities		4,096,953			4,457,652

COMMITMENTS AND CONTINGENCIES (Note 16)		-			-

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2013 and 2014, nil issued and outstanding at December 31, 2013 and 2014, respectively		-			-
Common stock, $0.01par value; 1,000,000,000 shares authorized, at December 31, 2013 and 2014, 131,875,128 and 132,017,178 issued and outstanding at December 31, 2013 and 2014, respectively (Note 10)		1,319			1,320
Additional paid-in capital		3,492,650			3,494,957
Accumulated other comprehensive loss (Note 11)		(23,454	)		(23,938	)
Accumulated deficit		(490,672	)		(306,063	)
Total stockholders' equity		2,979,843			3,166,276
Total liabilities and stockholders' equity	$	7,620,450		$	8,041,621

The accompanying notes are an integral part of these consolidated financial statements.

F-4

OCEAN RIG UDW INC.

Consolidated Statements of Operations

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of U.S. Dollars - except for share and per share data)

	Year Ended December 31,
	2012			2013			2014
REVENUES:
Service revenue, net	$	941,903		$	1,180,250		$	1,817,077
Total Revenues		941,903			1,180,250			1,817,077

EXPENSES:
Drilling rigs and drillships operating expenses		563,583			504,957			727,832
Depreciation and amortization		224,479			235,473			324,302
Loss on sale of assets		133			-			-
General and administrative expenses		83,647			126,868			131,745
Legal settlements and other, net (Note 16)		4,524			6,000			(721	)
Operating income		65,537			306,952			633,919

OTHER INCOME / (EXPENSES):
Interest and finance costs (includes ($22,904) accumulated other comprehensive reclassifications in 2012 for losses on previously designated cash flow hedges) (Note 12)		(116,427	)		(220,564	)		(300,131	)
Interest income (Note 3)		553			9,595			12,227
Gain/ (Loss) on interest rate swaps (Note 9)		(36,974	)		8,616			(12,671	)
Other, net		(1,068	)		3,315			4,282
Total other expenses, net		(153,916	)		(199,038	)		(296,293	)

INCOME / (LOSS) BEFORE INCOME TAXES		(88,379	)		107,914			337,626
Income taxes (Note 13)		(43,957	)		(44,591	)		(77,823	)

NET INCOME / (LOSS)	$	(132,336	)	$	63,323		$	259,803

NET INCOME / (LOSS) TO COMMON STOCKHOLDERS (Note 14)	$	(132,336	)	$	63,221		$	259,031

EARNINGS/ (LOSS) PER SHARE TO COMMON STOCKHOLDERS, BASIC AND DILUTED (Note 14)	$	(1.00	)	$	0.48		$	1.96
WEIGHTED AVERAGE NUMBER OF COMMON SHARES, BASIC AND DILUTED (Note 14)		131,696,935			131,727,504			131,837,227

The accompanying notes are an integral part of these consolidated financial statements.

F-5

OCEAN RIG UDW INC.

Consolidated Statements of Comprehensive Income/(Loss)

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of U.S. Dollars)

	Year Ended December 31,
	2012			2013		2014

Net income / (Loss)	$	(132,336	)	$	63,323	$	259,803

Other Comprehensive income / (loss):
Reclassification of realized losses associated with capitalized interest to depreciation and amortization		1,034			1,036		1,034
Reclassification of losses on previously designated cash flow hedges to interest and finance costs		22,904			-		-
Actuarial gains/ (losses)		(637	)		3,335		(1,518	)
Other Comprehensive income/ (loss)		23,301			4,371		(484	)

Total Comprehensive income / (loss) attributable to Ocean Rig UDW Inc.	$	(109,035	)	$	67,694	$	259,319

F-6

OCEAN RIG UDW INC.

Consolidated Statements of Stockholders' Equity

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of U.S. Dollars - except for share data)

	Common Stock
	Shares			Par Value		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity

BALANCE, January 1, 2012		131,696,928		$	1,317	$	3,469,924		$	(51,126	)	$	(421,659	)	$	2,998,456
Net loss		-			-		-			-			(132,336	)		(132,336	)
Issuance of non-vested shares		28,200			-		-			-			-			-
Amortization of stock based compensation		-			-		613			-			-			613
Other comprehensive income		-			-		-			23,301			-			23,301
Capital contribution from DryShips Inc		-			-		18,481			-			-			18,481
BALANCE, December 31, 2012		131,725,128		$	1,317	$	3,489,018		$	(27,825	)	$	(553,995	)	$	2,908,515
Net income		-			-		-			-			63,323			63,323
Issuance of non-vested shares		150,000			2		(2	)		-			-			-
Amortization of stock based compensation		-			-		3,634			-			-			3,634
Other comprehensive income		-			-		-			4,371			-			4,371
BALANCE, December 31, 2013		131,875,128		$	1,319	$	3,492,650		$	(23,454	)	$	(490,672	)	$	2,979,843
Net income		-			-		-			-			259,803			259,803
Issuance of non-vested shares		157,500			1		(1	)		-			-			-
Cancellation of previously issued vested shares		(15,450	)		-		-
Amortization of stock based compensation		-			-		3,576			-			-			3,576
Establishment costs for issuance of subsidiaries shares		-			-		(1,268	)		-			-			(1,268	)
Dividends declared and paid		-			-		-			-			(75,194	)		(75,194	)
Other comprehensive loss		-			-		-			(484	)		-			(484	)
BALANCE, December 31, 2014		132,017,178		$	1,320	$	3,494,957		$	(23,938	)	$	(306,063	)	$	3,166,276

The accompanying notes are an integral part of these consolidated financial statements.

F-7

OCEAN RIG UDW INC.

Consolidated Statements of Cash Flows

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of U.S. Dollars)

	Years ended December 31,

	2012			2013			2014
Cash Flows from Operating Activities:
Net income/(loss)	$	(132,336	)	$	63,323		$	259,803
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization		224,479			235,473			324,302
Loss on sale of assets		133			-			-
Amortization and write-off of financing fees		12,944			38,797			42,995
Amortization income of deferred financing fees		-			-			(219	)
Amortization of cash flow hedge reserve		22,904			-			-
Change in fair value of derivatives		(16,063	)		(44,383	)		(15,909	)
Amortization of stock based compensation		613			3,634			3,576
Other non cash items		16,961			-			-
Changes in operating assets and liabilities:
Trade accounts receivable		(24,040	)		(141,842	)		(55,469	)
Other current and non-current assets		(56,938	)		(41,318	)		38,460
Due to related parties		-			-			11,287
Accounts payable and other current and non-current liabilities		46,741			27,435			(25,728	)
Accrued liabilities		52,253			57,251			(40,131	)
Deferred revenue		97,552			134,638			(73,150	)
Security deposits for derivatives		33,100			-			-
Net Cash Provided by Operating Activities		278,303			333,008			469,817
Cash Flows from Investing Activities:
Loan to parent		-			-			(120,000	)
Proceeds from arrangement fees								3,000
Advances for drillships under construction and related costs		(212,185	)		(232,834	)		(292,984	)
Drilling rigs, drillships machinery, equipment and other improvements/ upgrades		(97,869	)		(1,050,530	)		(455,997	)
Proceeds from sale of assets		180			-			-
(Increase) / decrease in restricted cash		(10,595	)		139,134			50,997
Net Cash Used in Investing Activities		(320,469	)		(1,144,230	)		(814,984	)
Cash Flows from Financing Activities:
Proceeds from short/long-term credit facilities, terms loans and senior notes		800,000			2,800,000			2,250,000
Principal payments and repayments of short/long-term debt		(671,667	)		(1,622,250	)		(1,862,250	)
Dividends paid		-			-			(75,194	)
Payments for issuance of subsidiaries shares		-			-			(466	)
Payment of financing costs, net		(19,679	)		(78,427	)		(43,457	)
Net Cash Provided by Financing Activities		108,654			1,099,323			268,633
Net increase/(decrease) in cash and cash equivalents		66,488			288,101			(76,534	)
Cash and cash equivalents at beginning of year		250,878			317,366			605,467
Cash and cash equivalents at end of year	$	317,366		$	605,467		$	528,933

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the years for:
Interest, net of amount capitalized		73,219			113,337			212,014
Income taxes		45,450			50,392			60,374
Non cash financing and investing activities:
Issuance of non-vested shares		-			2			1

The accompanying notes are an integral part of these consolidated financial statements.

F-8

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

1. Basis of Presentation and General Information:

The accompanying consolidated financial statements include the accounts of Ocean Rig UDW Inc., its subsidiaries and consolidated Variable Interest Entities ("VIEs") (collectively, the "Company," "Ocean Rig UDW" or "Group"). Ocean Rig UDW was formed on December 10, 2007, under the laws of the Republic of the Marshall Islands under the name Primelead Shareholders Inc. The Company was established by DryShips Inc. ("DryShips" or "the Parent") for the purpose of being the holding company of its drilling segment. DryShips is a publicly listed company on the NASDAQ Global Select Market (NASDAQ: DRYS). On November 24, 2010, Ocean Rig UDW established an office and was registered with the Cypriot Registrar of Companies as an overseas company. On October 6, 2011, the Company's common shares commenced "regular way" trading on the NASDAQ Global Select Market under the ticker symbol "ORIG." Dryships is currently impacted by the prolonged downturn in the drybulk charter market. The Company, in the preparation of its consolidated financial statements, has considered its relationship to its Parent and any impact its Parent's financial condition might have on its own consolidated financial statements. Based on its assessment, the Company has concluded that there is no impact on the basis of preparation of its consolidated financial statements.

The Company's customers are oil and gas exploration and production companies, including major integrated oil companies, independent oil and gas producers and government-owned oil and gas companies. Customers individually accounting for more than 10% of the Company's revenues during the years ended December 31, 2012, 2013 and 2014, were as follows:

	Year ended December 31,
	2012			2013			2014
Customer A		-			-			14	%
Customer B		49	%		33	%		18	%
Customer C		18	%		-			-
Customer D		12	%		-			-
Customer E		-			13	%		12	%
Customer F		-			18	%		30	%
Customer G		-			12	%		14	%

The loss of any of these significant customers could have a material adverse effect on the Company's results of operations if they were not replaced by other customers.

2. Significant Accounting Policies:

(a)

Principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America ("US GAAP") and include the accounts and operating results of Ocean Rig UDW, its wholly-owned subsidiaries and its VIEs. As of December 31, 2013 and 2014, the Company consolidated one VIE for which it is deemed to be the primary beneficiary, i.e. it has a controlling financial interest in this entity. The VIE's total assets and liabilities, as of December 31, 2013, were $35,782 and $56,556, respectively, while total liabilities exceeded total assets by $20,774. The VIE's total assets and liabilities, as of December 31, 2014, were $64,314 and $65,358, respectively, while total liabilities exceeded total assets by $1,044. A VIE is an entity that in general does not have equity investors with voting rights or that has equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and absorbs a majority of an entity's expected losses, receives a majority of an entity's expected residual returns, or both. All intercompany balances and transactions have been eliminated on consolidation.

F-9

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting Policies-(continued):

(b) Use of estimates: The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(c) Comprehensive income/(loss): The Company's comprehensive income/(loss) is comprised of net income/(loss), actuarial gains/losses related to the adoption and implementation of Accounting Standard Codification ("ASC") 715, "Compensation-Retirement Benefits", as well as losses in the fair value of the derivatives that qualify for hedge accounting in accordance with ASC 815 "Derivatives and Hedging" and realized gains/losses on cash flow hedges associated with capitalized interest in accordance with ASC 815-30-35-38 "Derivatives and Hedging".

During 2013, the Company adopted the requirements of Accounting Standard Update ("ASU") 2013-02, "Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income". The objective of this amendment is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under US GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts.

(d) Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

(e) Restricted cash: Restricted cash may include (i) minimum liquidity collateral requirements or minimum required cash deposits, as defined in the Company's loan agreements; (ii) taxes withheld from employees and deposited in designated bank accounts; (iii) amounts pledged as collateral for bank guarantees to suppliers and, (iv) amounts pledged as collateral for credit facilities and swap agreements.

(f) Trade accounts receivable net: The amount shown as accounts receivable, trade, at each balance sheet date, includes receivables from customers, net of an allowance for doubtful receivables. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate allowance for doubtful receivables.

(g) Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents; trade accounts receivable and derivative contracts (interest rate swaps and foreign currency contracts). The maximum exposure to loss due to credit risk is the book value at the balance sheet date. The Company places its cash and cash equivalents, consisting mostly of bank deposits, with qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by counter parties to derivative instruments; however, the Company limits its exposure by diversifying among counter parties. When considered necessary, additional arrangements are put in place to minimize credit risk, such as letters of credit or other forms of payment guarantees. The Company limits its credit risk with trade accounts receivable by performing ongoing credit evaluations of its customers' financial condition and generally does not require collateral for its trade accounts receivable.

The Company has made advances for the construction of drillships to Samsung Heavy Industries Co Ltd ("Samsung"). The ownership of the drillships is transferred from the yard to the Company at delivery. As of December 31, 2014, cumulative installment payments made to Samsung amounted to approximately $515,856 for the four drillships under construction (Note 5). These installment payments are, to a large extent, secured with irrevocable letters of guarantee, or "refund guarantees", issued by financial institutions.

F-10

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting Policies-(continued):

(h) Advances for drillships under construction and related costs: This represents amounts expended by the Company in accordance with the terms of the construction contracts for drillships as well as other expenses incurred directly or under a management agreement with a related party in connection with on site supervision. In addition, interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use) are capitalized. The carrying value of drillships under construction represents the accumulated costs at the balance sheet date. Cost components include payments for yard installments and variation orders, commissions to related party, construction supervision, equipment, spare parts and capitalized interest.

(i) Capitalized interest: Interest expense is capitalized during the construction period of drilling rigs and drillships based on accumulated expenditures for the applicable project at the Company's current rate of borrowing. The amount of interest expense capitalized in an accounting period is determined by applying an interest rate ("the capitalization rate") to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts in excess of actual interest expense incurred in the period. If the Company's financing plans associate a specific new borrowing with a qualifying asset, the Company uses the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, the capitalization rate applied to such excess is a weighted average of the rates applicable to other borrowings of the Company. Capitalized interest expense for the years ended December 31 2012, 2013 and 2014, amounted to $44,951, $65,492 and $37,342, respectively (Note 12).

(j) Insurance claims: The Company records insurance claim recoveries for insured losses incurred on damages to fixed assets, loss of hire and for insured crew medical expenses under "Other current assets". Insurance claims are recorded, net of any deductible amounts, at the time the Company's fixed assets suffer insured damages or loss due to the drilling unit being wholly or partially deprived of income as a consequence of damage to the unit or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the Company can make an estimate of the amount to be reimbursed following the insurance claim.

(k) Foreign currency translation: The functional currency of the Company is the U.S. Dollar since the Company operates in international drilling markets and therefore, primarily transacts business in U.S. Dollars. The Company's accounting records are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. Dollars at the year-end exchange rates. Resulting gains or losses are included in "Other, net" in the accompanying consolidated statements of operations.

(l) Drilling rigs, drillships, machinery and equipment, net:

(i) Drilling rigs and drillships are stated at historical cost less accumulated depreciation. Such costs include the cost of adding or replacing parts of drilling rig or drillship machinery and equipment when the cost is incurred, if the recognition criteria are met. The recognition criteria require that the cost incurred extends the useful life of a drilling rig or drillship. The carrying amounts of those parts that are replaced are written off and the cost of the new parts is capitalized. Depreciation is calculated on a straight- line basis over the useful life of the assets after considering the estimated residual value as follows: bare deck 30 years and other asset parts 5 to 15 years for the drilling rigs and drillships. The residual values of the drilling rigs and drillships are estimated at $35,000 and $50,000, respectively, for the years ended December 31, 2012, 2013 and 2014.

F-11

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting Policies-(continued):

(m) Impairment of long-lived assets: The Company reviews for impairment long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, the Company reviews its assets for impairment on a rig by rig and drillship by drillship and asset by asset basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the Company evaluates the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and the fair value of the asset. The Company evaluates the carrying amounts of its drilling rigs and drillships by obtaining independent appraisals to determine if events have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, the Company reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, drilling rig/drillships sales and purchases, business plans and overall market conditions. In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the drilling rigs and drillships future performance, with the significant assumptions being related to drilling rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each drilling rig/drillship. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present; the Company determines undiscounted projected net operating cash flows for each drilling rig/drillship and compares them to the drilling rig or drillship's carrying value. The projected net operating cash flows are determined by considering the drilling revenues from existing drilling contracts for the fixed days and an estimated daily rate equivalent for the unfixed days. The salvage value used in the impairment test is estimated to be $35,000 and $50,000 for drilling rigs and drillships, respectively in accordance with the Company's depreciation policy. If the Company's estimate of undiscounted future cash flows for any drilling rig or drillship is lower than the carrying value, the carrying value is written down, by recording a charge to operations, to the vessel's fair market value if the fair market value is lower than the vessel's carrying value. Although the Company believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long drilling rates and drilling rigs or drillship values will remain at their currently high levels. As a result of the impairment review, the Company determined that the carrying amounts of its assets held for use were recoverable and therefore, concluded that no impairment loss was necessary for 2012, 2013 and 2014.

(n) Class costs: The Company follows the direct expense method of accounting for periodic class costs incurred during special surveys of drilling rigs and drillships, normally every five years. Class costs and other maintenance costs are expensed in the period incurred and included in "Drilling rigs and drillships operating expenses."

(o) Deferred financing costs: Deferred financing costs include fees, commissions and legal expenses associated with the Company's long- term debt. These costs are amortized over the life of the related debt using the effective interest method and are included in interest expense. Unamortized fees relating to loans repaid or refinanced as debt extinguishments are expensed as interest and finance costs in the period the repayment or extinguishment is made. Arrangement fees paid to lenders for loans which the Company has not drawn down are capitalized and included in other current and non-current assets. Amortization and write offs for each of the years ended December 31 2012, 2013 and 2014, amounted to $12,944, $38,797 and $42,995, respectively (Note 12).

(p) Revenue and related expenses:

Revenues: The Company's services and deliverables are generally sold based upon contracts with customers that include fixed or determinable prices. The Company recognizes revenue when delivery occurs, as directed by its customer, and collectability is reasonably assured. The Company evaluates if there are multiple deliverables within its contracts and whether the agreement conveys the right to use the drill rigs and drillships for a stated period of time and meets the criteria for lease accounting, in addition to providing a drilling services element, which is generally compensated for by day rates. In connection with drilling contracts, the Company may also receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to the drilling rigs or drillships and day rate or fixed price mobilization and demobilization fees. Revenues are recorded net of agents' commissions. There are two types of drilling contracts: well contracts and term contracts.

(i) Well contracts: Well contracts are contracts under which the assignment is to drill a certain number of wells. Revenue from day-rate based compensation for drilling operations is recognized in the period during which the services are rendered at the rates established in the contracts. All mobilization revenues, direct incremental expenses of mobilization and contributions from customers for capital improvements are initially deferred and recognized as revenues and expenses, as applicable, over the estimated duration of the drilling period. To the extent that expenses exceed revenue to be recognized, they are expensed as incurred. Demobilization revenues and expenses are recognized over the demobilization period. All revenues for well contracts are recognized as "Service revenues" in the consolidated statement of operations.

F-12

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting Policies-(continued):

(ii) Term contracts: Term contracts are contracts under which the assignment is to operate the unit for a specified period of time. For these types of contracts the Company determines whether the arrangement is a multiple element arrangement containing both a lease element and drilling services element. For revenues derived from contracts that contain a lease, the lease elements are recognized as "Leasing revenues" in the consolidated statement of operations on a basis approximating straight line over the lease period. The drilling services element is recognized as "Service revenues" in the period in which the services are rendered at estimated fair value. Revenues related to the drilling element of mobilization and direct incremental expenses of drilling services are deferred and recognized over the estimated duration of the drilling period. To the extent that expenses exceed revenue to be recognized, they are expensed as incurred. Demobilization fees and expenses are recognized over the demobilization period. Contributions from customers for capital improvements are initially deferred and recognized as revenues over the estimated duration of the drilling contract.

(q) Earnings / (loss) per common share: Basic earnings / (loss) per common share are computed by dividing net income/ (loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. Dilution has been computed by the treasury stock method whereby all of the Company's dilutive securities are assumed to be exercised or converted and the proceeds used to repurchase common shares at the weighted average market price of the Company's common stock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings / (loss) per share computation.

(r) Segment reporting: The Company has determined that it operates in one reportable segment, the offshore drilling operations.

(s) Financial instruments : The Company designates its derivatives based upon guidance of ASC 815, "Derivatives and Hedging" which establishes accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The guidance on accounting for certain derivative instruments and certain hedging activities requires all derivative instruments to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings unless specific hedge accounting criteria are met.

(i) Hedge accounting: At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument's effectiveness in offsetting exposure to changes in the hedged item's cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated.

The Company is party to interest swap agreements where it receives a floating interest rate and pays a fixed interest rate for a certain period. Contracts which meet the strict criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss.

The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of "Accumulated other comprehensive income/ (loss)" in equity, while any ineffective portion, if any, is recognized immediately in current period earnings.

The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the consolidated statement of operations. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as financial income or expense.

(ii) Other derivatives: Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in current period earnings.

F-13

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting Policies-(continued):

(t) Fair value measurements: The Company follows the provisions of ASC 820, "Fair Value Measurements and Disclosures" which defines and provides guidance as to the measurement of fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entities own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy (Note 9).

(u) Income taxes: Income taxes have been provided for based upon the tax laws and rates in effect in the countries in which the Company's operations are conducted and income is earned. There is no expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes because the countries in which the Company operates have taxation regimes that vary not only with respect to the nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and taxed in any particular country or countries may fluctuate from year to year. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company's assets and liabilities using the applicable jurisdictional tax rates in effect at the year end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company accrues interest and penalties related to its liabilities for unrecognized tax benefits as a component of income tax expense.

(v) Commitments and contingencies: Provisions are recognized when: the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date.

(w) Stock-based compensation: Stock-based compensation represents vested and non-vested common stock granted to certain employees for their services. The Company calculates total compensation expense for the award based on its fair value on the grant date and amortizes the total compensation on an accelerated basis over the vesting period of the award or service period (Note 10).

F-14

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting Policies-(continued):

(x) Recent accounting pronouncements:

Revenue from Contracts with Customers: The Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board ("IASB") (collectively, the "Boards") jointly issued a standard in May 2014 that will supersede virtually all of the existing revenue recognition guidance in U.S. GAAP and International Financial Reporting Standards ("IFRS") and is effective for annual periods beginning on or after January 1, 2017. The standard establishes a five-step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry. The standard's requirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not an output of the entity's ordinary activities (e.g., sales of property, plant and equipment or intangibles). Extensive disclosures will be required, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods, and key judgments and estimates. The guidance in Accounting Standard Update ("ASU") 2014-09 Revenue from Contracts with Customers (Topic 606) supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, this ASU supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU. Management is in the process of accessing the impact of the new standard on Company's financial position and performance.

Going Concern : In August 2014, the FASB issued ASU No. 2014-15–Presentation of Financial Statements - Going Concern. ASU 2014-15 provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 requires an entity's management to evaluate at each reporting period based on the relevant conditions and events that are known at the date of financial statements are issued, whether there are conditions or events, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and to disclose the necessary information. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

3. Transactions with Related Parties:

The amounts included in the accompanying consolidated balance sheets and consolidated statements of operations are as follows:

	Year ended December 31,
	2013		2014
Balance Sheet
Due from a related party – Dryships Inc.		-		117,219
Due from related party - Total		-		117,219

Due to related parties – Cardiff Drilling Inc.		-		4,287
Due to related parties – Azara Services S.A.		-		4,000
Due to related parties – Basset Holding Inc.		-		3,000
Due to related parties - Total		-		11,287


Advances for drillships under construction and related costs	$	1,185	$	1,546
Drilling rigs, drillships, machinery and equipment, net	$	5,692	$	2,885

	Year ended December 31,
Statement of Operations	2012		2013		2014
Service Revenue, net - Cardiff Marine Inc.	$	6,193	$	-	$	-
Service Revenue, net - Cardiff Drilling Inc.		-		10,786		16,826
General and administrative expenses:
-Vivid Finance Limited		10,768		16,623		13,153
-Azara Services S.A.		-		5,000		9,000
-Basset Holding Inc.		2,676		4,200		8,191
-Amortization of CEO's stock based compensation		-		1,358		2,316
Interest income – Dryships Inc	$	-	$	-	$	1,164

F-15

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

3. Transactions with Related Parties-(continued):

Global Services Agreement: On December 1, 2010, DryShips entered into a Global Services Agreement with Cardiff, effective December 21, 2010, pursuant to which DryShips engaged Cardiff to act as consultant on matters of chartering and sale and purchase transactions for the offshore drilling units operated by the Company. Under the Global Services Agreement, Cardiff, or its subcontractor, (i) provided consulting services related to the identification, sourcing, negotiation and arrangement of new employment for offshore assets of the Company and its subsidiaries; and (ii) identified, sourced, negotiated and arranged the sale or purchase of the offshore assets of the Company and its subsidiaries. In consideration of such services, DryShips paid Cardiff a fee of 1.0% in connection with employment arrangements and 0.75% in connection with sale and purchase activities. Costs from the Global Services Agreement were expensed in the consolidated statement of operations or capitalized as a component of "Advances for drillships under construction and related costs" being a directly attributable cost to the construction, as applicable, and as a shareholders' contribution to capital ("Additional paid-in capital").

Effective January 1, 2013, DryShips terminated the Global Services Agreement with Cardiff. The Global Services Agreement has been replaced by the New Global Services Agreement, effective as of January 1, 2013, between Ocean Rig Management Inc. ("Ocean Rig Management"), a wholly-owned subsidiary of Ocean Rig UDW and Cardiff Drilling Inc. (formerly known as Cardiff Oil & Gas Management), a company controlled by the Company's Chairman, President and Chief Executive Officer, Mr. George Economou, with the same terms and conditions as in the previous Global Services Agreement between DryShips and Cardiff, except that under the New Global Services Agreement, the Company is obligated to pay directly the fees of 1.0% in consideration of employment arrangements under the agreement and 0.75% in consideration of purchase and sale activities under the agreement, whereas under the Global Services Agreement, those fees were paid by DryShips.

Vivid Finance Limited: Under the consultancy agreement effective from September 1, 2010, between DryShips and Vivid Finance Limited ("Vivid"), a company controlled by the Chairman, President and Chief Executive Officer of the Company and DryShips, Mr. George Economou, pursuant to which Vivid acts as a consultant on financing matters for DryShips and its affiliates, Vivid provided the Company with financing-related services such as (i) negotiating and arranging new loan and credit facilities, interest rate swap agreements, foreign currency contracts and forward exchange contracts, (ii) renegotiating existing loan facilities and other debt instruments and, (iii) the raising of equity or debt in the capital markets. In exchange for its services in respect of the Company, Vivid was entitled to a fee equal to 0.20% on the total transaction amount. The consultancy agreement has a term of five years and may be terminated (i) at the end of its term unless extended by mutual agreement of the parties; and (ii) at any time by the mutual agreement of the parties. The Company did not pay for services provided in accordance with this agreement, DryShips paid for the services. Accordingly, these expenses were recorded in the consolidated statement of operations (or as otherwise required by US GAAP) and as a shareholders contribution to capital ("Additional paid-in capital").

Effective January 1, 2013, Ocean Rig Management entered into a new consultancy agreement with Vivid, on the same terms and conditions as the consultancy agreement, dated as of September 1, 2010, between DryShips and Vivid, except that under the new agreement, the Company is obligated to pay directly the fee of 0.20% to Vivid on the total transaction amount in consideration of the services provided, whereas under the consultancy agreement between DryShips and Vivid, this fee was paid by DryShips.

In connection with Ocean Rig Management's entry into the new consultancy agreement described above, the consultancy agreement between DryShips and Vivid was amended, effective as of January 1, 2013, to limit the scope of the services provided under the agreement to DryShips and its subsidiaries or affiliates, except for Ocean Rig UDW and its subsidiaries.

Basset Holdings Inc .: Under the consultancy agreement effective from June 1, 2012, between one of the Company's wholly owned subsidiary, and Basset Holdings Inc. ("Basset"), a related party entity incorporated in the Republic of Marshall Islands, Basset provides consultancy services relating to the services of Mr. Anthony Kandylidis in his capacity as Executive Vice-President of Ocean Rig. The annual remuneration to be awarded to Basset under the consultancy agreement is Euro 0.9 million ($1.1 million based on the Euro/U.S. Dollar exchange rate as of December 31, 2014). Effective January 1, 2015, the annual remuneration was reduced to Euro 0.45 million ($0.55 million based on the Euro/U.S. Dollar exchange rate as of December 31, 2014).

On August 20, 2013, the Compensation Committee of Ocean Rig approved that a cash bonus of $3,000 be paid to Basset for the contribution of Mr. Antony Kandylidis services as Executive Vice President. On August 19, 2014, the Company's Compensation Committee approved that a cash bonus of $4,000 be paid to Basset for the contribution of Mr. Anthony Kandylidis for Executive Vice President's services, during 2013. On December 30, 2014, the Company's Compensation Committee approved that a cash bonus of $3,000 be paid to Basset for the contribution of Mr. Anthony Kandylidis for Executive Vice President's services, during 2014.

Basset is also the owner of 114,286 shares of the Company's common stock, as of December 31, 2014.

F-16

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

3. Transactions with Related Parties-(continued):

Steel Wheel Investments Limited: Steel Wheel Investments Limited ("Steel Wheel"), a company controlled by the Company's Executive Vice President , Mr. Antony Kandylidis, is the owner of 1,570,226 shares of the Company's common stock, as of December 31, 2014.

Azara Services S.A.: Under the consultancy agreement entered on September 9, 2013 and effective from January 1, 2013, between one of the Company's wholly owned subsidiary, and Azara Services S.A. ("Azara"), a related party entity incorporated in the Republic of Marshall Islands, Azara provides consultancy services relating to the services of Mr. George Economou in his capacity as Chief Executive Officer of the Company. The annual remuneration to be awarded to Azara under the consultancy agreement is $2,500 in cash.

In addition, on August 20, 2013, the Company's Compensation Committee approved a sign-on bonus of $2,500 cash and 150,000 shares of the Company's common stock to Azara, relating to the services of Mr. George Economou as Chief Executive Officer of the Company. The shares vest over a period of two years with 50,000 shares vesting on the grant date, 50,000 shares vesting on August 20, 2014 and 50,000 vesting on August 20, 2015, respectively. The stock based compensation is being recognized to expenses over the vesting period and based on the fair value of the Ocean Rig's shares on the grant date of $17.56 per share.

On August 19, 2014, Company's Compensation Committee approved a bonus in the form of $2,500 cash and 150,000 shares of Company's common stock to Azara, relating to the services of Mr. George Economou as Chief Executive Officer of the Company, rendered during 2013 . The shares vest over a period of three years with 50,000 shares vesting on December 31, 2014, 50,000 shares vesting on December 31, 2015, and 50,000 vesting on December 31, 2016. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of Ocean Rig shares on the grant date of $18.37 per share.

On December 30, 2014, Company's Compensation Committee approved a bonus in the form of $4,000 cash and 300,000 shares of Company's common stock to Azara, relating to the services of Mr. George Economou as Chief Executive Officer, during 2014. The shares vest over a period of three years with 100,000 shares vesting on December 31, 2015, 100,000 shares vesting on December 31, 2016, and 100,000 vesting on December 31, 2017. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of Ocean Rig shares on the grant date of $9.46 per share.

Public offering

In April 2012, companies affiliated with the Company`s Chairman and Chief Executive Officer, Mr. George Economou, purchased a total of 2,185,000 common shares of the Company in the public offering of the Company's common shares by DryShips that was completed on April 17, 2012.

DryShips Inc.

On November 18, 2014, the Company entered into a $120,000 unsecured facility with its parent company, DryShips. The loan from the Company to DryShips bears interest at a LIBOR plus margin rate and is due in May 2016. The Company has the option to exchange this loan for its common shares owned by DryShips at a fixed price per share, provided the DryShips $200,000 Secured Bridge Credit facility has been repaid in full. If such exchange occurs, the margin of the loan will be reduced from inception. During the year ended December 31, 2014, the Company earned interest income amounting to $1,164 from DryShips under this loan agreement.

During the year ended December 31, 2014, the Company paid dividends of $75,194 out of which $44,631 were paid to DryShips by virtue of its shareholders.

4. Other Current Assets

The amount of other current assets shown in the accompanying consolidated balance sheets is analyzed as follows:

	December 31,
	2013		2014
Inventories	$	8,616	$	6,609
Deferred mobilization expenses		76,986		66,169
Prepayments and advances		10,980		22,880
Other		14,389		5,850
Total	$	110,971	$	101,508

F-17

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

5. Advances for drillships under construction and related costs:

The amounts shown in the accompanying consolidated balance sheets include milestone payments under the drillship building contracts with the shipyards, supervision costs and any material related expenses incurred during the construction periods, all of which are capitalized in accordance with the accounting policy discussed in Note 2. For the years ended December 31, 2013 and 2014, the movement of the advances for drillships under construction and related costs was as follows:

	December 31,
	2013			2014
Balance at beginning of year	$	992,825		$	662,313
Advances for drillships under construction and related costs		1,112,237			688,832
Drillships delivered		(1,442,749	)		(728,638	)
Balance at end of year	$	662,313		$	622,507

On April 18, 2011, April, 27, 2011, June 23, 2011 and September 20, 2012, pursuant to an option contract with Samsung, Ocean Rig UDW exercised four of its six newbuilding drillship options, and entered into building contracts for four seventh generation ultra-deepwater drillships, namely the Ocean Rig Mylos, the Ocean Rig Skyros, the Ocean Rig Athena , and the Ocean Rig Apollo for a total contractual cost of approximately $608,000, per drillship for the initial three, and $683,000 for the fourth. The Ocean Rig Mylos , the Ocean Rig Skyros, the Ocean Rig Athena and the Ocean Rig Apollo w ere delivered on August 19, 2013 , December 20, 2013, March 24, 2014 and March 5, 2015, respectively.

On August 30, 2013, Drillship Santorini Owners Inc., a wholly owned subsidiary of Ocean Rig signed a contract to construct the Ocean Rig Santorini , a 7th generation ultra-deepwater drillship at Samsung Heavy Industries. This 7th generation drillship is a sister ship to the Ocean Rig Skyros , the Ocean Rig Athena and the Ocean Rig Apollo . The Ocean Rig Santorini , which is equipped with two blow-out preventers and the Company has advanced $127,000 to the yard, is scheduled to be delivered to the Company in June 2016. The total project cost is estimated to be approximately $644,000.

On April 8, 2014, two contracts between Drillship Crete Owners Inc. and Drillship Amorgos Owners Inc., two wholly owned subsidiaries of the Company, and Samsung Heavy Industries Co., Ltd ("Samsung") became effective for the construction of two seventh generation new integrated design drillships at Samsung and paid $76,600 as first installment to the yard for each of the new drillships, which are equipped with two blow-out preventers. The drillships are scheduled to be delivered to the Company in February 2017 and June 2017, respectively. The total project cost is approximately $728,000 per drillship.

6. Drilling rigs, drillships, machinery and equipment, net:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

	Cost		Accumulated Depreciation			Net Book Value
Balance December 31, 2012	$	4,968,397		(568,935	)	$	4,399,462
Additions/ Transfer from drillships under construction		1,610,543		-			1,610,543
Depreciation		-		(232,980	)		(232,980	)
Balance December 31, 2013	$	6,578,940		(801,915	)	$	5,777,025
Additions/ Transfer from drillships under construction		752,432		-			752,432
Depreciation		-		(321,824	)		(321,824	)
Balance December 31, 2014	$	7,331,372	$	(1,123,739	)	$	6,207,633

As of December 31, 2014, all of the Company's operating drilling rigs and drillships have been pledged as collateral to secure the Company's 6.50% senior secured notes due 2017 and term loan B facilities discussed in Note 8.

F-18

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

7. Other non-current assets

The amount of other non-current assets shown in the accompanying consolidated balance sheets is analyzed as follows:

	December 31,
	2013		2014
Deferred mobilization expenses	$	72,624	$	43,327
Intangible assets, net		6,175		4,732
Other		29,079		57,910
Total	$	107,878	$	105,969

8. Long-term Debt:

	December 31, 2013			December 31, 2014
$1.3 billion Senior Secured Term Loan B Facility	$	-		$	1,296,750
$1.9 billion Term Loan B Facility		1,895,250			1,876,250
$1.35 billion Senior Secured Credit Facility		890,000			-
9.5% Senior Unsecured Notes		500,000			-
7.25% Senior Unsecured Notes		-			500,000
6.5% Senior Secured Notes		800,000			800,000
Less: Deferred financing costs		(92,014	)		(100,550	)
Total debt		3,993,236			4,372,450
Less: Current portion		(85,401	)		(19,858	)
Long-term portion	$	3,907,835		$	4,352,592

7.25% Senior Unsecured Notes due 2019

On March 26, 2014 the Company issued $500,000 aggregate principal amount of 7.25% senior unsecured notes due 2019 (the "7.25% Senior Unsecured Notes"), offered in a private placement, resulting in net proceeds of approximately $493,625. The Senior Notes are unsecured obligations and rank senior in right of payment to any future subordinated indebtedness and equally in right of payment to all of its existing and future unsecured senior indebtedness. The Company used the net proceeds from the offering of the 7.25% Senior Unsecured Notes, together with cash on hand, and repurchased $462,300 of its 9.5% Senior Unsecured Notes, of which $500,000 in aggregate principal amount was outstanding prior to closing of the 7.25% Senior Unsecured Notes Offering, at a tender premium of 105.375%, while the remaining $37,700 was redeemed at a redemption price of 104.5% on May 13, 2014.

The 7.25% Senior Unsecured Notes are not guaranteed by any of the Company's subsidiaries. Upon a change of control, which would occur if 50% or more of the Company's shares are acquired by any person or group other than DryShips or its affiliates, the noteholders will have an option to require the Company to purchase all outstanding notes at a redemption price of 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. The contractual semi-annual coupon interest rate is 7.25% per year.

F-19

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

8. Long-term Debt (continued):

9.5% Senior Unsecured Notes due 2016

On April 27, 2011, the Company issued $500,000 aggregate principal amount of its 9.5% senior unsecured notes due 2016 (the "Senior Unsecured Notes") offered in a private placement, resulting in net proceeds of approximately $487,500. The Senior Unsecured Notes were unsecured obligations and ranked senior in right of payment to any future subordinated indebtedness and equally in right of payment to all of its existing and future unsecured senior indebtedness.

The 9.5% Senior Unsecured Notes were repurchased or redeemed by proceeds from the 7.25% Senior Unsecured Notes offering discussed above, together with cash on hand.

6.5% Senior Secured Notes due 2017

On September 20, 2012, the Company's wholly owned subsidiary Drill Rigs Holdings Inc. ("the Issuer"), issued $800,000 aggregate principal amount of 6.50% Senior Secured Notes due 2017 (the "Drill Rigs Senior Notes") offered in a private offering, resulting in net proceeds of approximately $781,965. The Company used a portion of the net proceeds of the notes to repay the full amount outstanding under its $1,040,000 senior secured credit facility as at September 20, 2012. The Drill Rigs Senior Notes are secured obligations and rank senior in right of payment to any future subordinated indebtedness and equally in right of payment to all of its existing and future unsecured senior indebtedness.

The Drill Rigs Senior Notes are fully and unconditionally guaranteed by the Company and certain of its existing and future subsidiaries (collectively, the "Issuer Subsidiary Guarantors" and, together with the Company, the "Guarantors").

Upon a change of control, which occurs if 50% or more of the Company's shares are acquired by any person or group other than DryShips or its affiliates, the Issuer will be required to make an offer to repurchase the Drill Rigs Senior Notes at a price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest thereon to the date of repurchase. On or after October 1, 2015, the Issuer may, at its option, redeem all or a portion of the Drill Rigs Senior Notes, at one time or from time to time at 103.25% (from October 1, 2015 to September 30, 2016) or 100% (October 1, 2016 and thereafter) of the principal amount thereof, plus any accrued and unpaid interest thereon to the date of redemption.

The Drill Rigs Senior Notes and the Drill Rigs Senior Notes guarantees are secured, on a first priority basis, by a security interest on the Issuer's two semi-submersible offshore drilling rigs, the Leiv Eiriksson and the Eirik Raude and certain other assets of the Issuer and the Issuer Subsidiary Guarantors and by a pledge of the stock of the Issuer and the Issuer Subsidiary Guarantors, subject to certain exceptions. The contractual semi-annual coupon interest rate is 6.5% on the Drill Rigs Senior Notes.

$1.35 billion Senior Secured Credit Facility

On February 28, 2013, Drillships Ocean Ventures Inc., the Company's wholly-owned subsidiary, entered into a secured term loan facilities agreement with a syndicate of lenders and DNB Bank ASA, as facility agent and security agent, in the amount of $1, 350,000 to partially finance the construction costs of the Ocean Rig Mylos , the Ocean Rig Skyros and the Ocean Rig Athena. The facilities agreement was comprised of three secured credit facilities of up to $150,000 each (one relating to each of the aforementioned seventh generation drillships) made available by the commercial lenders, or the Commercial Facilities, three term loan facilities of up to $150,000 each (one relating to each of the aforementioned seventh generation drillships) made available by Eksportkreditt Norge AS, or the Eksportkreditt GIEK Facilities, and three term loan facilities of up to $150,000 each (one relating to each of the aforementioned seventh generation drillships) made available by the Export-Import Bank of Korea, or the Kexim Facilities. All term loan facilities bore interest at LIBOR plus a margin and were repayable in quarterly installments, beginning three months after the delivery of the first drillship. The Commercial Facilities matured five years after the first repayment date while the Eksportkreditt GIEK Facilities and Kexim Facilities matured five or eleven years after the first repayment date at the lenders option. In connection with this loan, the Company paid $22.4 million as loan origination fees. On August 20, 2013 and December 20, 2013, the Company drew down an amount of $900,000 in aggregate under the above facility in connection with the deliveries of Ocean Rig Mylos and the Ocean Rig Skyros . On March 24, 2014, the Company drew down the remaining undrawn amount of $450,000 in connection with the delivery of Ocean Rig Athena .

Under the above agreement, the Company could only pay dividends or make other distributions in respect of its capital stock in an amount up to 50% of its net income of each previous financial year, provided in each case that the Company maintains minimum liquidity in an aggregate amount of not less of $200,000 in cash and cash equivalents and restricted cash and maintain such level for the next 12 months following the date of the dividend payment.

F-20

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

8. Long-term Debt (continued):

On August 30, 2013, the Company signed a supplemental agreement to amend certain provisions in its $1,350,000 Senior Secured Facility dated February 28, 2013. Under the terms of the agreement, the existing dividend restriction of up to 50% of preceding fiscal year net income amended to apply on a cumulative basis from July 1, 2013, onwards (50% of cumulative net income) and include a carve-out to pay additional dividends up to the higher of (i) $150,000 and (ii) 5% of the Company's net tangible assets. Furthermore, the minimum interest coverage ratio requirement will be 2.0 times until June 30, 2015 and the maximum leverage ratio will be 6.5 times until June 30, 2014, 6.0 times until December 31, 2014 and 5.5 times until June 30, 2015.

On July 25, 2014, this facility was repaid in full and replaced by the $1.3 billion Senior Secured Term Loan B Facility (see below).

$1.3 billion Senior Secured Term Loan B Facility

On July 25, 2014, the Company's wholly owned subsidiary, Drillships Ocean Ventures Inc., entered into a $1.3 billion Senior Secured Term Loan B ("New Term Loan B") facility to repay the $1.35 billion Senior Secured Credit Facility, which had an outstanding loan balance of approximately $1.3 billion on that date. The unamortized balance of deferred finance fees associated with the repaid loans, amounting to approximately $19,797, was written off in the consolidated statement of operations upon the extinguishment of the related debt in July 2014. In addition, restricted cash of $75,000 associated with the respective debt was released upon the repayment. The New Term Loan B facility which is secured primarily by first priority mortgages on the vessels, the Ocean Rig Mylos , the Ocean Rig Skyros and the Ocean Rig Athena , bears interest at a fixed rate, and matures on July 25, 2021.

$1.9 billion Term Loan B Facility

On July 12, 2013, the Company, through its wholly-owned subsidiaries, Drillships Financing Holding Inc. ("DFHI") and Drillships Projects Inc., entered into a $1,800,000 senior secured term loan facility, comprised of tranche B-1 term loans in an aggregate principal amount equal to $975,000 ("Tranche B-1 Term Loans") and tranche B-2 term loans in an aggregate principal amount equal to $825,000 ("Tranche B-2 Term Loans" and, together with the Tranche B-1 Term Loans, the "Term Loans"), with respective maturity dates in the first quarter of 2021, subject to adjustment to the third quarter of 2020 in certain circumstances, and the third quarter of 2016. The Term Loans are initially guaranteed by the Company and certain existing and future subsidiaries of DFHI and are secured by certain assets of, and by a pledge of the stock of, DFHI and the subsidiary guarantors. The net proceeds of the Term Loans were used by the Company to repay in full the then outstanding balances of the $800,000 secured term loan agreement and the two $495,000 senior secured credit facilities, amounting to $1,519,168 in aggregate. The unamortized balance of the deferred finance fees associated with the repaid loans, amounting to approximately $23.3 million, was written off upon the extinguishment of the related debt in July 2013. In addition, restricted cash of $131.6 million associated with the respective loans were released upon the repayment. On July 26, 2013, the Company through its wholly-owned subsidiaries DFHI and Drillships Projects Inc. entered into an incremental amendment to the $1,800,000 senior term loan for additional tranche B-1 term loans in an aggregate principal amount of $100,000.

On February 7, 2014, the Company refinanced its then existing short-term Tranche B-2 Term Loans with a fungible add-on to its existing long-term Tranche B-1 Term Loans. As a result of this refinancing, the total $1.9 billion of Tranche B-1 Term Loans will mature no earlier than the third quarter of 2020.

As of December 31, 2014, the Company's outstanding debt is secured by, among other things, first priority mortgages over the Company's operating and newbuilding drilling units, corporate guarantees, first priority assignments of all freights, earnings, insurances and requisition compensation relating to such drilling units and a pledge of the shares of capital stock of certain of the Company's subsidiaries. Certain of our debt instruments contain financial covenants, minimum coverage ratio requirements and restrict, without the bank's prior consent, the Company's or its subsidiaries ability to, among other things, pay dividends, change the management and ownership of its drillships, incur additional indebtedness, incur and create liens on its assets, and change in the general nature of the Company's business.

Total interest and debt amortization cost incurred on long-term debt for the years ended December 31, 2012, 2013 and 2014, amounted to $148,763, $228,992 and $304,132 , respectively, of which $44,951, $65,492 and $ 37,342 , respectively, were capitalized as part of the cost of the drillships under construction. Total interest incurred and amortization of debt issuance cost on long-term debt, net of capitalized interest, are included in "Interest and finance costs" in the accompanying consolidated statement of operations.

The aggregate available undrawn amounts under the Company's facilities at December 31, 2014, are nil. The Company's weighted average interest rates on the above bank loans and notes were 4.2%, 6.4% and 6.4%, as of December 31, 2012, 2013, and 2014, respectively.

F-21

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

8. Long-term Debt (continued):

The bank loans are payable in U.S. Dollars in quarterly with balloon payments due at maturity between July 2020 and July 2021. Interest rates on the outstanding loans as at December 31, 2014, are based on a fixed rate.

Loan movements for the Company's Senior Unsecured Notes, Drill Rigs Senior Notes, 7.25% Senior Unsecured Notes and secured credit facilities throughout 2014, is as follows:

Loan	Loan Agreement Date	Original Amount		December 31, 2013		New Loans		Repayments			December 31, 2014

Senior Unsecured Notes	April 14, 2011		500,000		500,000		-		(500,000	)		-
Drill Rigs Senior Notes	September 20, 2012		800,000		800,000		-		-			800,000
Secured Credit Facility	February 28, 2013		1,350,000		890,000		450,000		(1,340,000	)		-
Term Loan B Facility	July 12, 2013		1,900,000		1,895,250		-		(19,000	)		1,876,250
7.25% Senior Unsecured Notes	March 26, 2014		500,000		-		500,000		-			500,000
New Term Loan B Facility	July 25, 2014	$	1,300,000	$	-	$	1,300,000	$	(3,250	)	$	1,296,750
				$	4,085,250	$	2,250,000	$	(1,862,250	)	$	4,473,000

The annual principal payments required to be made after December 31, 2014, including balloon payments, totaling $4,473,000 due through July 2021, are as follows:

2015	$	32,000
2016		32,000
2017		832,000
2018		32,000
2019		532,000
2020 and thereafter		3,013,000
Total principal payments		4,473,000
Less: Financing fees		(100,550	)
Total debt	$	4,372,450

9. Financial Instruments and Fair Value Measurements :

ASC 815, "Derivatives and Hedging" requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. Effective January 1, 2011, the Company removed the designation of the cash flow hedges and discontinued hedge accounting for the associated interest rate swaps.

The Company recognizes all derivative instruments as either assets or liabilities at fair value on its consolidated balance sheets.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income/(loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in the accompanying consolidated statement of operations. Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in the accompanying consolidated statement of operations.

The Company enters into interest rate swap transactions to manage interest costs and risk associated with changing interest rates with respect to its variable interest rate loans and credit facilities. The Company also enters from time to time into foreign currency forward contracts in order to manage risks associated with fluctuations in foreign currencies. All of the Company's derivative transactions are entered into for risk management purposes.

F-22

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

9. Financial Instruments and Fair Value Measurements – (continued):

9.1 Interest rate swaps and cap and floor agreements: As of December 31, 2012, the Company had outstanding twelve interest rate swaps, with a notional amount of $2.7 billion, maturing from September 2013 through November 2017. As of December 31, 2013, the Company had outstanding nine interest rate swaps, with a notional amount of $2.1 billion , maturing from September 2014 through November 2017. As of December 31, 2014, the Company had outstanding seven interest rate swaps, with a notional amount of $1.8 billion , maturing from April 2016 through November 2017.

Effective January 1, 2011, the Company removed the designation of interest rate swaps previously designated as cash flow hedges and discontinued hedge accounting for the associated interest rate swaps. As a result, as of December 31, 2012, 2013 and 2014, these agreements do not qualify for hedge accounting and, as such, changes in their fair values are included in the accompanying consolidated statements of operations. In accordance with ASC 815-30-40 the accumulated unrealized loss recorded in "Accumulated Other Comprehensive Income/(Loss) " for previously designated cash flow hedges, which as of December 31, 2010, amounted to $35,992, is being reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. During the year ended December 31, 2012 and following the early repayment of the associated loan, the balance of the hedge reserve amounting to $22,904 was reclassified into the consolidated statement of operations. Included in the $22,904 is an amount of $13,088 that was transferred to the consolidated statements of operations immediately as a result of the early loan repayment, which ended the forecasted transaction.

Accumulated Other Comprehensive Loss also included realized losses on cash flow hedges associated with interest capitalized during prior years under "Advances for drillships under construction" amounting to $27,776, which according to ASC 815-30-35 is being reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. As a result, during the years ended December 31, 2012, 2013 and 2014, amounts of $1,034, $1,036 and $1,034, respectively, were reclassified into the consolidated statements of operations.

The estimated amount in other comprehensive income/ (loss) of cash flow hedge losses at December 31, 2014, that will be reclassified into earnings within the next twelve months, is $1,034.

9.2 Foreign currency forward contracts: As of December 31, 2012, 2013 and 2014, the Company had no outstanding forward contracts.

Tabular disclosure of financial instruments is as follows:

Fair Values of Derivative Instruments in the Balance Sheets:

Derivatives not designated as Hedging Instruments	Balance Sheet Location	December 31, 2013 Fair value			December 31, 2014 Fair value
Interest rate swaps	Financial Instruments non-current assets	$	13,517		$	10,101
Interest rate swaps	Financial Instruments current liabilities		(30,266	)		(17,881	)
Interest rate swaps	Financial Instruments non-current liabilities		(15,557	)		(8,617	)
Total derivatives		$	(32,306	)	$	(16,397	)

During the years ended December 31, 2012, 2013 and 2014, the losses transferred from other comprehensive income/ (loss) to the statement of operations were $23,938, $1,036 and $1,034, respectively.

The effect of Derivative Instruments on the Consolidated Statement of Operations:

					Amount of Gain/(Loss)
Derivatives not designated as hedging instruments	Location of Gain or (Loss) Recognized	Year ended December 31, 2012			Year ended December 31, 2013		Year ended December 31, 2014
Foreign currency forward contracts	Other, net	$	-			-	$	-
Interest rate swaps	Gain/ (Loss) on interest rate swaps		(36,974	)		8,616		(12,671	)

Total		$	(36,974	)		8,616	$	(12,671	)

F-23

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

9. Financial Instruments and Fair Value Measurements-(continued) :

The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable, and accounts payable and other current liabilities reported in the consolidated balance sheets approximate their respective fair values because of the short-term nature of these accounts. The fair value of credit facilities is estimated based on current rates offered to the Company for similar debt of the same remaining maturities. Additionally, the Company considers its creditworthiness in determining the fair value of the credit facilities. The carrying value approximates the fair market value for floating rate loans. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market-based LIBOR swap yield curves, taking into account current interest rates and the creditworthiness of both the financial instrument counterparty and the Company. The Senior Unsecured Notes, the 7.25% Senior Unsecured Notes , the Drill Rigs Senior Notes and the Term Loan B Facilities have a fixed rate and their estimated fair values are determined through Level 2 inputs of the fair value hierarchy (quoted price in the over-the countermarket). The estimated fair value of the above Senior Unsecured Notes, Drill Rigs Senior Notes and Term Loan B Facility at December 31, 2013, is approximately $531,250, $863,504 and $1,951,790, respectively compared to a carrying value net of finance fees of $493,915, $784,485 and $1,839,170, respectively. The estimated fair value of the above 7.25% Senior Unsecured Notes and Drill Rigs Senior Notes, at December 31, 2014, is approximately $380,000 and $666,000, respectively while the loan balances are approximately the same as their fair market values, compared to a carrying value net of finance fees of $492,214, $788,224, $1,825,671 and $1,266,341, respectively.

The guidance for fair value measurement applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories.

Fair value measurements are classified based upon inputs used to develop the measurement under the following hierarchy:

Level 1--Quoted market prices in active markets for identical assets or liabilities.

Level 2--Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3--Unobservable inputs that are not corroborated by market data.

The following table summarizes the valuation of assets and liabilities measured at fair value on a recurring basis as of the valuation date.

	December 31, 2014			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)
Interest rate swaps-asset position	$	10,101			-		10,101		$	-
Interest rate swaps-liability position		(26,498	)		-		(26,498	)		-

Total	$	(16,397	)		-		(16,397	)	$	-

	December 31, 2013			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)
Interest rate swaps-asset position	$	13,517			-		13,517		$	-
Interest rate swaps-liability position		(45,823	)		-		(45,823	)		-

Total	$	(32,306	)		-		(32,306	)	$	-

F-24

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

10. Common Stock and Additional Paid-in Capital:

Dividends:

On May 8, 2014, the Company's Board of Directors declared a quarterly cash dividend with respect to the quarter ended March 31, 2014, of $0.19 per common share, to shareholders on record as of May 20, 2014. The dividend was paid in May 2014.

On July 21, 2014, the Company's Board of Directors declared a quarterly cash dividend with respect to the quarter ended June 30, 2014, of $0.19 per common share, to shareholders on record as of August 1, 2014. The dividend was paid in August 2014.

On October 15, 2014, the Company's Board of Directors declared a quarterly cash dividend with respect to the quarter ended September 30, 2014, of $0.19 per common share, to shareholders on record as of October 31, 2014. The dividend was paid in November 2014.

The Company paid dividends amounting to $75,194 during the year ended December 31, 2014.

General

Prior to December 8, 2010, the Company's authorized capital stock consisted of 500 common shares, par value $20.00 per share. During December 2010, the Company adopted, amended and restated articles of incorporation pursuant to which its authorized capital stock consisted of 250,000,000 common shares, par value $0.01 per share; and (ii) declared and paid a stock dividend of 103,125,000 shares of its common stock to its sole shareholder, DryShips.

On April 15, 2011, at the Company's Special Meeting of Shareholders, the Company's shareholders approved an increase in the Company's authorized share capital to 1,000,000,000 common shares, and 500,000,000 preferred shares.

Restricted stock awards

On February 14, 2012, the Company's Compensation Committee approved the grant of 112,950 shares of non-vested common stock to officers and key employees of the Company's subsidiary, Ocean Rig AS, as a bonus for their services rendered during 2011. The shares vest over a period of three years, one third on each of December 31, 2012, 2013 and 2014. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $16.50 per share.

On May 15, 2012, Ocean Rig's Compensation Committee approved the grant of: a) 4,500 shares of non-vested common stock to an officer as an additional bonus for his services rendered during 2011 and b) 28,200 shares to new recruited employees as a sign-up stock bonus. The shares vest over a period of three years. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the Ocean Rig shares on the grant date of $15.92 per share.

On December 5, 2012, 7,500 shares awarded to an officer of the Company. The fair value of the shares on the grant date was $15.75 and the shares will vest in March 2013.

On May 16, 2013, the Company's Compensation Committee approved the grant of 192,400 shares of non-vested common stock to the Company's employees. The shares vest over a period of three years. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the Ocean Rig Shares on the grant date of $16.90 per share.

On August 20, 2013, the Company's Compensation Committee approved a sign-on bonus of 150,000 shares of the Company's common stock to Azara, pursuant to a consultancy agreement with Azara effective January 1, 2013, relating to the services of Mr. George Economou as Chief Executive Officer of the Company. The shares vest over a period of two years with 50,000 shares vesting on the grant date, 50,000 shares vesting on August 20, 2014 and 50,000 vesting on August 20, 2015 respectively. The stock based compensation is being recognized to expenses over the vesting period and based on the fair value of the Ocean Rig Shares on the grant date of $17.56 per share.

F-25

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

10. Common Stock and Additional Paid-in Capital-(continued):

On March 31, 2014, the Company's Compensation Committee approved the grant of 161,200 shares of non-vested common stock to employees of Ocean Rig. The shares vest over a period of three years. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the Ocean Rig shares on the grant date of $17.79 per share.

On August 19, 2014, the Compensation Committee approved a bonus in the form of 150,000 shares to be granted to Azara for the contribution of Mr. George Economou for Chief Executive Officer's services rendered during 2013. The shares vest over a period of three years with 50,000 shares vesting on December 31, 2014, 50,000 shares vesting on December 31, 2015, and 50,000 vesting on December 31, 2016. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the Ocean Rig shares on the grant date of $18.37 per share.

On November 4, 2014, the Company's Compensation Committee approved the grant of 45,450 shares of non-vested common stock to employees of Ocean Rig. The shares vest over a period of three years. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the Ocean Rig shares on the grant date of $12.60 per share.

On December 30, 2014, the Compensation Committee approved a bonus in the form of 300,000 shares to be granted to Azara for the contribution of Mr. George Economou for Chief Executive Officer's services rendered during 2014. The shares vest over a period of three years with 100,000 shares vesting on December 31, 2015, 100,000 shares vesting on December 31, 2016, and 100,000 vesting on December 31, 2017. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the Ocean Rig shares on the grant date of $9.46 per share.

As of December 31, 2014, 309,452 shares have vested, while 171,626 shares were forfeited due to employees' resignations.

A summary of the status of Ocean Rig's non vested shares as of December 31, 2014 and movement during the year then ended, is presented below.

	Number of non vested shares			Weighted average grant date fair value per non vested shares

Balance December 31, 2012		73,500			16.40
Granted		342,400			17.19
Forfeited		(15,900	)		16.90
Vested		(160,133	)		16.92
Balance December 31, 2013		239,867		$	17.15
Granted		656,650			13.76
Forfeited		(78,576	)		16.93
Vested		(205,143	)		17.31
Balance December 31, 2014		612,798		$	13.49

	Number of vested shares			Weighted average grant date fair value per vested shares

As at December 31, 2012		2,500		$	16.50
Granted and vested		117,133			17.18
Non vested shares granted in prior years and vested 2013		43,000			16.16
As at December 31, 2013		162,633		$	16.90
Granted and vested		111,585			17.39
Non vested shares granted in prior years and vested 2014		93,558			17.20
Granted and vested shares in prior years, but cancelled during 2014		(58,324	)		16.63
As at December 31, 2014		309,452			17.22

F-26

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

10. Common Stock and Additional Paid-in Capital-(continued):

As of December 31, 2013 and 2014, there was $2,724 and $6,235 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted by the Company, respectively. That cost is expected to be recognized over a period of 2 years. The amounts of $613, $3,634 and $3,576 represents the stock based compensation expense for each year accordingly and are recorded in "General and administrative expenses", in the accompanying consolidated statements of operations for the years ended December 31, 2012, 2013 and 2014. The total fair value of shares vested during the years ended December 31, 2013 and 2014, was $2,959 and $2,383, respectively. As of December 31, 2014, there were 139,202 shares of common stock which had been granted to employees and vested but which had not yet been issued by the Company.

11. Accumulated other Comprehensive Loss:

The amounts in the accompanying balance sheets are analyzed as follows:

	December 31,
	2013				2014
Cash flows hedges realized loss		$	(28,256	)		$	(27,222	)
Actuarial pension gain			4,802				3,284
Total		$	(23,454	)		$	(23,938	)

12. Interest and Finance Costs:

The amounts in the accompanying consolidated statements of operations are analyzed as follows:

	December 31,
	2012			2013			2014
Interest costs on long-term debt	$	135,819		$	190,195		$	261,137
Amortization and write off of financing fees		12,944			38,797			42,995
Amortization of unrealized hedge reserve (Note 9.1)		9,816			-			-
Capitalized borrowing costs		(44,951	)		(65,492	)		(37,342	)
Commissions, commitment fees and other financial expenses		2,799			57,064			33,341
Total	$	116,427		$	220,564		$	300,131

13. Income Taxes:

Ocean Rig UDW operates through its various subsidiaries in a number of countries throughout the world. Income taxes have been provided based upon the tax laws and rates in the countries in which operations are conducted and income is earned. The countries in which the Company operates have taxation regimes with varying nominal rates, deductions, credits and other tax attributes. Consequently, there is not an expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes.

The components of the Company's income/(losses) before taxes are as follows:

	Year ended December 31,
	2012				2013				2014
Domestic loss (Marshall Islands)		$	(2,536	)		$	(66,604	)		$	(161,913	)
Foreign income/(loss)			(85,843	)			174,518				499,539
Total income/(loss) before taxes		$	(88,379	)		$	107,914			$	337,626

F-27

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

13. Income Taxes-(continued):

The components of the Company's tax expense were as follows:

	Year Ended December 31,
	2012			2013			2014
Current Tax expense	$	43,957		$	44,591		$	77,823
Deferred Tax expense		-			-			-
Income taxes	$	43,957		$	44,591		$	77,823

Effective tax rate		(49.7	)%		41.3	%		23.1	%

The current tax expense is mainly related to withholding tax based on total contract revenue. In 2014, approximately 64% of the current tax expense related to withholding taxes in Angola. In 2013, approximately 72% of the current tax expense related to withholding taxes in Angola, Tanzania, Sierra Leone, Liberia and Gabon, while in 2012 approximately 81% of the current tax expense related to withholding taxes in Angola, Equatorial Guinea, Ivory Coast and Ghana.

Taxes have not been reflected in other comprehensive income/(loss) since the valuation allowances would result in no recognition of deferred tax.

	Year Ended December 31,
Reconciliation of total tax expense:	2012			2013		2014
Change in valuation allowance	$	6,311		$	-	$	-
Differences in tax rates		(3,896	)		89		-
Effect of permanent differences		120			-		-
Adjustments in respect to current income tax of previous years		184			683		-
Tax rate on interest		-			742		-
Effect of exchange rate differences		(1,599	)		7		-
Income tax		42,837			43,070		70,441
Taxes on litigation matters subject to statutory rates, including interest and penalties		-			-		7,382
Total	$	43,957		$	44,591	$	77,823

Ocean Rig UDW has for 2011 elected to use the statutory tax rate for each year based upon the location where the largest parts of its operations were domiciled. During 2012 ,2013 and 2014 most of its activities were in the Republic of the Marshall Islands with tax rate of zero.

Ocean Rig UDW is subject to changes in tax laws, treaties, regulations and interpretations in and between the countries in which its subsidiaries operate. A material change in these tax laws, treaties, regulations and interpretations could result in a higher or lower effective tax rate on worldwide earnings.

Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company's assets and liabilities at the applicable tax rates in effect. The Company has not recognized any deferred tax liability, while the significant components of deferred tax assets are as follow:

	Year ended December 31,
	2013			2014
Deferred tax assets
Net operations loss carry forward	$	1,723		$	-
Accelerated depreciation of assets		65			101
Pension		608			1,184
Total deferred tax assets	$	2,396		$	1,285

Less: valuation allowance		(2,396	)		(1,285	)
Total deferred tax assets, net	$	-		$	-

F-28

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

13. Income Taxes-(continued):

A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company provides a valuation allowance to offset deferred tax assets for net operating losses ("NOL") incurred during the year in certain jurisdictions and for other deferred tax assets where, in the Company's opinion, it is more likely than not that the financial statement benefit of these losses will not be realized. The Company provides a valuation allowance for foreign tax loss carry forward to reflect the possible expiration of these benefits prior to their utilization. As of December 31, 2014, the valuation allowance for deferred tax assets is decreased from $2,396 in 2013 to $1,285 in 2014 reflecting a decrease in net deferred tax assets during the year.

We are under tax audits in several jurisdictions for the years 2008 - 2012 and have not received any assessments or proposed assessment that we would expect to result in a material assessment of taxes.

The Company repatriates earnings from subsidiaries that are not subject to taxes and it has the intention to indefinitely reinvest the undistributed earnings of its subsidiaries that are subject to tax, thus no deferred tax liability would be recognized.

14. Earnings/ (Loss) per share

	For the years ended December 31,
	2012										2013											2014
	Income (numerator)				Weighted- average number of outstanding shares (denominator)		Amount per share				Income (numerator)				Weighted- average number of outstanding share (denominator)		Amount per share		Income (numerator)			Weighted- average number of outstanding shares (denominator)		Amount per share
Net income/(loss)		$	(132,336	)		-		$	-			$	63,323			-	$	-$	$	259,803			-		$	-
Less: Allocation of undistributed earnings to non-vested stock			-			-			-				(102	)		-		-		( 772	)		-			-
Basic and diluted EPS Income/ (loss) attributable to common stockholders		$	(132,336	)		131,696,935		$	(1.00	)		$	63,221			131,727,504		0.48	$	259,031			131,837,227			1.96

Non-vested share-based payment awards that contain rights to receive non forfeitable dividends or dividend equivalents (whether paid or unpaid) and participate equally in undistributed earnings are participating securities and, thus, are included in the two-class method of computing earnings per share for the year ended December 31, 2013 and 2014. For the year ended December 31, 2013 and 2014, non-vested participating restricted common stock were not included in the computation of diluted earnings per share because the effect is anti-dilutive.

Non-vested, participating restricted common stock does not have a contractual obligation to share in the losses and was therefore, excluded from the basic loss per share calculation for the year ended December 31, 2012.

F-29

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

15. Geographic information for offshore drilling operations

The revenue shown in the table below is based upon the location where the drilling takes place:


Country	2012		2013		2014
Ghana	$	175,595	$	-	$	-
Norway		-		157,740		220,044
Brazil		233,569		353,397		581,635
Greenland		136		-		-
Ivory Coast		-		86,486		97,232
Tanzania		196,415		72,083		-
Angola		79,884		227,603		807,742
Namibia		33,212		-		-
Falkland		166,795		-		-
Equatorial Guinea		56,297		-		-
Gabon/ West Africa,		-		81,104		-
South Africa						110,424
Liberia		-		55,601		-
Ireland		-		104,014		-
Sierra Leone		-		37,272		-
Other		-		4,950		-
Total leasing and service revenues	$	941,903	$	1,180,250	$	1,817,077

The drilling units the Leiv Eiriksson, the Eirik Raude , the Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon , the Ocean Rig Mykonos, the Ocean Rig Mylos, the Ocean Rig Skyros and the Ocean Rig Athena constitute the Company's long lived assets.

16. Commitments and Contingencies

16.1 Legal proceedings

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the offshore drilling business.

The Company has obtained insurance for the assessed market value of the drilling rigs and the drillships. However, such insurance coverage may not provide sufficient funds to protect the Company from all liabilities that could result from its operations in all situations. Risks against which the Company may not be fully insured or insurable for include environmental liabilities, which may result from a blow-out or similar accident, or liabilities resulting from reservoir damage alleged to have been caused by the negligence of the Company.

The occurrence of casualty or loss, against which the Company is not fully insured, could have a material adverse effect on the Company's results of operations and financial condition.

F-30

OCEAN RIG UDW INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

16. Commitments and Contingencies–(continued):

On May 10, 2013, Drillship Hydra Owners Inc., being the owning company of drilling unit the Ocean Rig Corcovado , filed a claim against Capricorn Greenland Exploration 1 Limited and Cairn Energy Plc with the High Court in London in connection with the loss of daily earnings and cost of repair for the blowout preventer of the Ocean Rig Corcovado in June and July 2011. In July 2013, the Company reached an out of court commercial agreement with Capricorn Greenland Exploration 1 Limited and Cairn Energy Plc to receive a compensation amounting to $5.0 million and a Settlement Agreement and Release dated September 12, 2013 was entered into and the relevant claim filed in the High Court in London, U.K. was dropped. In this respect, the Company having previously recognized a receivable of $11.0 million, recorded a charge of $6.0 million during the year ended December 31, 2013, which is included under "Legal settlements and other, net" in the accompanying consolidated statement of operations.

Ocean Rig Norway Operations Inc. ("OCR"), a subsidiary of the Company, was notified by a letter dated November 13, 2013 that arbitration proceedings were commenc ed against it by Westcon Yard AS of Norway ("Westcon"), in connection to an alleged outstanding unpaid amount of Norwegian Krone Seventy Seven Million Three Hundred Eighty Three Thousand Eight Hundred and Three and Fifty Eight Шre (NOK 77,383,803.58), $ 10.4 million (based on based on the NOK/U.S. Dollar exchange rate as of December 31, 2014) plus interest and costs related to upgrades performed in the drilling unit the Leiv Eiriksson in late 2012 and early 2013. The counterparties reached an agreement during the year ended December 31, 2014.

16.2 Purchase Obligations:

The following table sets forth the Company's contractual purchase obligations as of December 31, 2014.

	2015		2016		2017		Total
Drillships building contracts	$	566,300		498,200		864,400	$	1,928,900
Total obligations	$	566,300		498,200		864,400	$	1,928,900

17. Subsequent Events:

17.1 On February 13, 2015 the Company signed definitive loan documentation for an up to $475 million syndicated secured term loan to partially finance the construction costs of the Ocean Rig Apollo . This facility has a 5 year term, and approximate 12 year repayment profile, and bears interest at LIBOR plus a margin.

17.2 On February 24, 2015, the Company' Board of Directors declared a quarterly cash dividend with respect to the quarter ended December 31, 2014, of $0.19 per common share, to its shareholders of record as of March 10, 2015 and payable on or about March 23, 2015.

17.3 On March 5, 2015, the Company took delivery of the Ocean Rig Apollo and drew down an amount of $462,000 under the $475 million syndicated secured term loan in connection with the delivery.

F-31

Schedule I- Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)

Balance Sheets

December 31, 2013 and 2014

(Expressed in thousands of U.S. Dollars – except for share and per share data)

	December 31,
	2013			2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	58		$	60
Other current assets		300			2,090
Total current assets		358			2,150

NON-CURRENT ASSETS:
Investments in subsidiaries*		3,494,475			3,549,399
Due from related parties		-			117,219
Total non-current assets		3,494,475			3,666,618

Total assets	$	3,494,833		$	3,668,768

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Other current liabilities	$	21,075		$	10,278
Total current liabilities		21,075			10,278

NON-CURRENT LIABILITIES
Long term debt, net of current portion		493,915			492,214
Total non-current liabilities		493,915			492,214

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2013 and 2014, nil issued and outstanding at December 31, 2013 and 2014, respectively		-
Common stock, $0,01 par value; 1,000,000,000 shares authorized, at December 31, 2013 and 2014, 131,875,128 and 132,017,178 issued and outstanding at December 31, 2013 and 2014 respectively		1,319			1,320
Additional paid-in capital		3,492,650			3,494,957
Accumulated other comprehensive loss		(23,454	)		(23,938	)
Accumulated deficit		(490,672	)		(306,063	)
Total stockholders' equity		2,979,843			3,166,276
Total liabilities and stockholders' equity	$	3,494,833		$	3,668,768

* Eliminated in consolidation

F-32

Schedule I- Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)

Statements of Operations

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of U.S. Dollars – except for share and per share data)

	For the year ended December 31,
	2012			2013			2014
EXPENSES:

General and administrative expenses	$	12,877		$	8,565		$	7,983

Legal settlements and other, net		6,100			-
Operating loss		18,977			8,565			7,983

OTHER INCOME / (EXPENSES):
Interest and finance costs		(58,210	)		(53,193	)		(82,109	)
Interest income		4			-			1,383
Loss on interest rate swaps		(38	)		(149	)		-
Other, net		(2,476	)		2,358			6,224

Total other (expenses), net		(60,720	)		(50,984	)		(74,502	)

Equity in earnings/(loss) of subsidiaries*		(52,639	)		122,872			342,288

Net income/(loss)	$	(132,336	)	$	63,323		$	259,803

Net Income / (Loss) To Common Stockholders		(132,336	)		63,221			259,031

Earnings/(loss) per common share, basic and diluted		(1.00	)		0.48			1.96

Weighted average number of shares, basic and diluted		131,696,935			131,727,504			131,837,227

* Eliminated in consolidation

F-33

Schedule I- Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)

Statements of Comprehensive Income/(loss)

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of U.S. Dollars – except for share and per share data)

	For the year ended December 31,
	2012			2013		2014
Net income / (Loss)	$	(132,336	)	$	63,323	$	259,803

Other Comprehensive income / (loss):
Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations		1,034			1,036		1,034
Reclassification of losses on previously designated cash flow hedges to Consolidated Statement of Operations, net		22,904			-
Actuarial gains/(losses)		(637	)		3,335		(1,518	)
Other Comprehensive income / (loss)		23,301			4,371		(484	)
Total Comprehensive income / (loss)	$	(109,035	)	$	67,694	$	259,319

F-34

Schedule I- Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)

Statements of Cash Flows

For the years ended December 31, 2012, 2013 and 2014

(Expressed in thousands of U.S. Dollars)

	For the year ended December 31,
	2012			2013			2014
Net Cash Used in Operating Activities	$	(59,992	)	$	(62,302	)	$	(88,302	)

Cash Flows from Investing Activities:
Investments in subsidiaries		59,643			61,406			289,654
Loan to parent		-			-			(120,000	)
Proceeds from arrangement fees		-			-			3,000
Net Cash Provided by Investing Activities		59,643			61,406			172,654

Cash Flows from Financing Activities:
Proceeds from senior notes		-			-			500,000
Payments of senior notes		-			-			(500,000	)
Dividends paid		-			-			(75,194	)
Payments for issuance of subsidiaries shares		-			-			(466	)
Payment of financing fees		-			-			(8,690	)
Net Cash used in Financing Activities		-			-			(84,350	)
Net increase/(decrease) in cash and cash equivalents		(349	)		(896	)		2
Cash and cash equivalents at beginning of year		1,303			954			58
Cash and cash equivalents at end of year	$	954		$	58		$	60

F-35

Schedule I- Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)

In the condensed financial information of the Parent Company, the Parent Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.

There are no legal or regulatory restrictions on the Parent Company's ability to obtain funds from its subsidiaries through dividends, loans or advances sufficient to satisfy the obligations discussed below that are due on or before December 31, 2015.

On April 27, 2011, the Parent Company issued $500,000 aggregate principal amount of 9.5% Senior Unsecured Notes due 2016. The notes were unsecured obligations and ranked senior in right of payment to any future subordinated indebtedness and equally in right of payment to all of its existing and future unsecured senior indebtedness. The 9.5% Senior Unsecured Notes were repurchased or redeemed in connection with the 7.25% Senior Unsecured Notes offering discussed below.

On March 26, 2014 the Parent Company issued $500,000 aggregate principal amount of 7.25% senior unsecured notes due 2019. The notes are unsecured obligations and rank senior in right of payment to any future subordinated indebtedness and equally in right of payment to all of its existing and future unsecured senior indebtedness.

The Parent Company is guarantor on the $1,300,000 facilities, the $1,900,000 facilities and the 6.5% Senior Secured Notes due 2017 described in Note 8 "Long-term Debt" to the consolidated financial statements. As of December 31, 2014, the amount outstanding relating to these two facilities amounted to $3,173,000 in aggregate and the amount outstanding relating to the 6.5% Senior Secured Notes amounted to $800,000.

During the year ended December 31, 2014, the Company paid dividends of $75,194.

The condensed financial information of the Parent Company should be read in conjunction with the Company's consolidated financial statements.

EXECUTION COPY

OCEAN RIG UDW INC.

7.25% SENIOR NOTES DUE 2019

INDENTURE

Dated as of March 26, 2014

Deutsche Bank Trust Company Americas, as Trustee

TABLE OF CONTENTS
	Page

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions	1
SECTION 1.02. Other Definitions	37
SECTION 1.03. Rules of Construction	38

ARTICLE II

THE NOTES

SECTION 2.01. Form and Dating	39
SECTION 2.02. Execution and Authentication; Additional Notes	40
SECTION 2.03. Registrar, Transfer Agent and Paying Agent	41
SECTION 2.04. Paying Agent to Hold Money in Trust	41
SECTION 2.05. Holder Lists	41
SECTION 2.06. Transfer and Exchange	42
SECTION 2.07. Replacement Notes	55
SECTION 2.08. Outstanding Notes	55
SECTION 2.09. Treasury Notes	55
SECTION 2.10. Temporary Notes	56
SECTION 2.11. Cancelation	56
SECTION 2.12. Default Interest	56
SECTION 2.13. Persons Deemed Owners	57
SECTION 2.14. Interest Payment Date; Record Date	57

ARTICLE III

REDEMPTION AND PURCHASE

SECTION 3.01. Notices to Trustee	57
SECTION 3.02. Selection of Notes to Be Redeemed or Purchased	57
SECTION 3.03. Notice of Redemption	58
SECTION 3.04. Effect of Notice of Redemption	59
SECTION 3.05. Deposit of Redemption or Purchase Price	59
SECTION 3.06. Notes Redeemed or Purchased in Part	60
SECTION 3.07. Optional Redemption	60
SECTION 3.08. Optional Redemption for Changes in Withholding Taxes	61

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Notes	62
SECTION 4.02. Maintenance of Office or Agency	62
SECTION 4.03. Corporate Existence	63
SECTION 4.04. Compliance Certificate	63
SECTION 4.05. Taxes	64
SECTION 4.06. Stay, Extension and Usury Laws	64
SECTION 4.07. Restricted Payments	64
SECTION 4.08. Incurrence of Indebtedness and Issuance of Preferred Stock	69
SECTION 4.09. Liens	73
SECTION 4.10. Dividend and Other Payment Restrictions Affecting Subsidiaries	73
SECTION 4.11. Transactions with Affiliates	75
SECTION 4.12. Business Activities	78
SECTION 4.13. Future Note Guarantees	78
SECTION 4.14. Designation of Restricted and Unrestricted Subsidiaries	78
SECTION 4.15. Payments for Consent	79
SECTION 4.16. Reports	79
SECTION 4.17. Suspension of Covenants	81
SECTION 4.18. Offer To Repurchase Upon Change of Control	82
SECTION 4.19. Asset Sales	84
SECTION 4.20. Additional Amounts	88

ARTICLE V

SUCCESSORS

SECTION 5.01. Merger, Consolidation or Sale of Assets

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default	93
SECTION 6.02. Acceleration	95
SECTION 6.03. Other Remedies	95
SECTION 6.04. Waiver of Past Defaults	96
SECTION 6.05. Control by Majority	96
SECTION 6.06. Limitation on Suits	96
SECTION 6.07. Rights of Holders To Receive Payment	97
SECTION 6.08. Collection Suit by Trustee	97
SECTION 6.09. Trustee May File Proofs of Claim	97
SECTION 6.10. Priorities	98
SECTION 6.11. Undertaking for Costs	98

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee	99
SECTION 7.02. Rights of Trustee	100
SECTION 7.03. Individual Rights of Trustee	101
SECTION 7.04. Trustee's Disclaimer	101
SECTION 7.05. Notice of Defaults	101
SECTION 7.06. Reserved	101
SECTION 7.07. Compensation and Indemnity	101
SECTION 7.08. Replacement of Trustee	102
SECTION 7.09. Successor Trustee by Merger, Etc	104
SECTION 7.10. Eligibility; Disqualification	104
SECTION 7.11. Trustee in Other Capacities; Paying Agent	104

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance	105
SECTION 8.02. Legal Defeasance and Discharge	105
SECTION 8.03. Covenant Defeasance	106
SECTION 8.04. Conditions to Legal or Covenant Defeasance	106
SECTION 8.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	108
SECTION 8.06. Repayment to the Issuer	108
SECTION 8.07. Reinstatement	109

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders	109
SECTION 9.02. With Consent of Holders	110
SECTION 9.03. Revocation and Effect of Consents	112
SECTION 9.04. Notation on or Exchange of Notes	112
SECTION 9.05. Trustee to Sign Amendments, Etc	112

ARTICLE X

SATISFACTION AND DISCHARGE

SECTION 10.01. Satisfaction and Discharge	113
SECTION 10.02. Application of Trust Money	114

iii

ARTICLE XI

NOTE GUARANTEES

SECTION 11.01. Note Guarantees	114
SECTION 11.02. Limitation on Guarantor Liability	116
SECTION 11.03. Releases	116

ARTICLE XII

MISCELLANEOUS

SECTION 12.01. Notices	117
SECTION 12.02. Certificate and Opinion as to Conditions Precedent	118
SECTION 12.03. Statements Required in Certificate or Opinion	119
SECTION 12.04. Rules by Trustee and Agents	119
SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders	119
SECTION 12.06. Governing Law	119
SECTION 12.07. No Adverse Interpretation of Other Agreements	120
SECTION 12.08. Successors	120
SECTION 12.09. Severability	120
SECTION 12.10. Counterpart Originals	120
SECTION 12.11. Table of Contents, Headings, Etc	120
SECTION 12.12. Prescription	120
SECTION 12.13. Patriot Act	120
SECTION 12.14. Force Majeure	121

EXHIBITS

Exhibit A FORM OF NOTE	A-1
Exhibit B FORM OF CERTIFICATE OF TRANSFER	B-1
Exhibit C FORM OF CERTIFICATE OF EXCHANGE	C-1
Exhibit D FORM OF SUPPLEMENTAL INDENTURE	D-1

NOTE:

This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture.

INDENTURE, dated as of March 26, 2014, between OCEAN RIG UDW INC., a Marshall Islands corporation (the "Issuer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (together with its successors and assigns, in such capacity, the "Trustee").

The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Notes:

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.01. Definitions.

"Acquired Debt" means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person (regardless of the form of the applicable transaction by which such Person became a Restricted Subsidiary) or expressly assumed in connection with the acquisition of assets from any other such Person, whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person or of such Indebtedness being Incurred in connection with the acquisition of assets; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

Acquired Debt will be deemed to be incurred on the date the acquired Person becomes a Restricted Subsidiary or the later of the date such Indebtedness is incurred or the date of the related acquisition of assets from such Person.

"Additional Drilling Unit" means a drilling rig or drillship or other Vessel that is used or useful in the Permitted Business.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

"Agent" means any Registrar, Paying Agent, Transfer Agent or Authentication Agent.

"Applicable Premium" means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of the Note; and

(2) the excess of:

(A) the present value at such Redemption Date of (i) the redemption price of the Note at April 1, 2017 (such redemption price being set forth in the table appearing in Section 3.07(b) (" Optional Redemption ")), plus (ii) all required interest payments due on the Note through April 1, 2017 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(B) the principal amount of the Note.

"Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

"Asset Sale" means:

(1) any sale, lease, conveyance or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Issuer or any of the Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction;

(2) the issuance or sale of Equity Interests in any of the Restricted Subsidiaries, other than statutory or directors qualifying shares, whether in a single transaction or a series of related transactions; and

(3) an Involuntary Transfer.

Notwithstanding the preceding, none of the following items shall be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value or that results in generating Net Proceeds, in either case, of less than $30.0 million;

(2) a transfer of Equity Interests or other assets between or among the Issuer and the Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary;

(4) the sale, lease or other disposition of products, services or accounts receivable in the ordinary course of business and any sale or conveyance or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents, hedging contracts or other financial instruments;

(6) licenses and sublicenses by the Issuer or any of the Restricted Subsidiaries of software or intellectual property in the ordinary course of business;

(7) a Restricted Payment that does not violate Section 4.07 (" Restricted Payments ") or a Permitted Investment;

(8) the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and the Restricted Subsidiaries taken as a whole in a manner governed by Section 5.01 (" Merger, Consolidation or Sale of Assets ") or any disposition that constitutes a Change of Control;

(9) the creation or perfection of any Lien permitted under this Indenture, and any disposition of assets resulting from foreclosure under any such Lien;

(10) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims; and

(11) a Qualified MLP Asset Transfer.

"Attributable Indebtedness" in respect of a Sale and Lease-Back Transaction means, at the time of determination, the present value (discounted according to GAAP at the cost of indebtedness implied in the lease; provided that if such discount rate cannot be determined in accordance with GAAP, the present value shall be discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided , however , that if such Sale and Lease-Back Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby shall be determined in accordance with the definition of "Capital Lease Obligations."

"Bankruptcy Law" means Title 11, U.S. Code, as may be amended from time to time, or any similar Federal, state or foreign law for the relief of debtors.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all

securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.

"Board of Directors" means:

(1) with respect to a corporation, the board of directors of such corporation or any committee thereof duly authorized to act on behalf of such board of directors;

(2) with respect to a partnership, the board of directors of the partnership or the general partner of such partnership, as the case may be;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or the manager or any committee of managers; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

"Business Day" means a day other than a Saturday, Sunday or any other day on which banking institutions in New York, Norway, the Republic of the Marshall Islands, Greece, the United Kingdom or the place of any payment required to be made hereunder are authorized or required by law to close.

"Capital Lease Obligations" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

"Capital Stock" means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

"Cash Equivalents" means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government ( provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any commercial bank organized under, or authorized to operate as a bank under, the laws of any country that is a member of the Organization for Economic Cooperation and Development or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, the United States or any state thereof and, in each case, having capital, surplus and undivided profits in excess of $200.0 million and which have a long-term debt rating of "P-2" or higher by Moody's or "A-2" or higher by S&P;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody's or S&P and, in each case, maturing within six months of the original issue thereof; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

"Certificated Note" means a definitive Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 (" Transfer and Exchange "), substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto.

"Change of Control" means the occurrence of any of the following:

of the Issuer and the Restricted Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act), other than a Permitted Holder;

(2) the Issuer is liquidated or dissolved or adopts a plan relating to the liquidation or dissolution of the Issuer; or

(3) the consummation of any transaction or any series of transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any "person" (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares.

"Clearstream" means Clearstream Banking, S.A.

"Completed Drilling Equipment Value" means, at any time, the Fair Market Value of all completed and delivered Drilling Equipment owned by the Issuer and its Restricted Subsidiaries at such time.

"Consolidated Cash Flow" means, with respect to any period, Consolidated Net Income of the Issuer for such period plus, without duplication:

(1) provision for taxes based on income or profits of the Issuer and the Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) the Consolidated Interest Expense of the Issuer and the Restricted Subsidiaries to the extent that such Consolidated Interest Expenses were deducted in computing such Consolidated Net Income; plus

(3) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period, but including, for the avoidance of doubt, any write-off or write-down of capitalized debt issuance costs) of the Issuer and the Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(4) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

"Consolidated Interest Coverage Ratio" means, for any period, the ratio of the Consolidated Cash Flow of the Issuer for such period to the Consolidated Interest Expense of the Issuer for such period; provided , however , that:

(1) if the Issuer or any of the Restricted Subsidiaries has Incurred any Indebtedness since the beginning of such period that remains outstanding on the date a determination of the Consolidated Interest Coverage Ratio is to be made, or if the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence of Indebtedness, or both, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

(2) if the Issuer or any of the Restricted Subsidiaries has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period, or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such repayment, repurchase, defeasance or discharge had occurred on the first day of such period;

(3) if, since the beginning of such period, the Issuer or any Restricted Subsidiary shall have made any Asset Sale or Qualified MLP Asset Transfer, Consolidated Cash Flow for such period shall be reduced by an amount equal to the Consolidated Cash Flow (if positive) directly attributable to the assets which are the subject of such disposition for such period, or increased by an amount equal to the Consolidated Cash Flow (if negative) directly attributable thereto for such period, and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Issuer or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Issuer and the continuing Restricted Subsidiaries in connection with such disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Issuer and the continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(4) if, since the beginning of such period, any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Asset Sale or Qualified MLP Asset Transfer or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) above or (7) or (8) below if made by the Issuer or a Restricted Subsidiary during such period, Consolidated Cash Flow and Consolidated Interest Expense for such period shall

be calculated after giving pro forma effect thereto as if such Asset Sale, Qualified MLP Asset Transfer, Investment or acquisition had occurred on the first day of such period;

(5) if, since the beginning of such period, any Person was designated as an Unrestricted Subsidiary or redesignated as or otherwise became a Restricted Subsidiary, Consolidated Cash Flow and Consolidated Interest Expense shall be calculated as if such event had occurred on the first day of such period;

(6) Consolidated Cash Flow and Consolidated Interest Expense of discontinued operations recorded on or after the date such operations are classified as discontinued in accordance with GAAP shall be excluded but, with respect to Consolidated Interest Expense, only to the extent that the obligations giving rise to such Consolidated Interest Expense shall not be obligations of the Issuer or any of the Restricted Subsidiaries following such classification;

(7) if, since the beginning of such period, the Issuer or any Restricted Subsidiary shall have (i) by merger or otherwise, made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary), or (ii) acquired assets constituting all or substantially all of an operating unit of a business or an Additional Drilling Unit, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including, without limitation, the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period; and

(8) if the Issuer or any Restricted Subsidiary shall have entered into an agreement to build or acquire an Additional Drilling Unit that at the time of calculation is being constructed on behalf of the Issuer or such Restricted Subsidiary, is scheduled for delivery no later than one year from the time of calculation and either (x) is subject to a Qualified Services Contract or (y) is reasonably expected to realize revenues within 12 months from the beginning of such period as determined in good faith by a Financial Officer as set forth in an Officers' Certificate, then Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if the Additional Drilling Unit subject to such committed construction contract had been acquired by the Issuer or such Restricted Subsidiary on the first day of such period.

Any pro forma calculations giving effect to the acquisition of an Additional Drilling Unit or to a committed construction contract with respect to an Additional Drilling Unit, in each case that is subject to a Qualified Services Contract or is reasonably expected to realize revenues within 12 months from the beginning of such period as determined in good faith by a Financial Officer as set forth in an Officers' Certificate, shall be made as follows:

(a) the amount of Consolidated Cash Flow attributable to such Additional Drilling Unit shall be calculated in good faith by a Financial Officer as set forth in an Officers' Certificate;

(b) in the case of earned revenues under a Qualified Services Contract, the Consolidated Cash Flow shall be based on revenues actually earned pursuant to the Qualified Services Contract relating to such Additional Drilling Unit or Additional Drilling Units, taking into account, where applicable, only actual expenses Incurred without duplication in any measurement period;

(c) the amount of Consolidated Cash Flow shall be the lesser of the Consolidated Cash Flow derived on a pro forma basis from revenues for (i) the first full year of the Qualified Services Contract and (ii) the average of the Consolidated Cash Flow of each year of such Qualified Services Contract for the term of the Qualified Services Contract;

(d) in the case of an Additional Drilling Unit not subject to a Qualified Services Contract, the Consolidated Cash Flow shall be based upon the average of the historical earnings of comparable Vessels in the Issuer's and its Subsidiaries' fleet over the most recently completed four fiscal quarters, as determined in good faith by a Financial Officer as set forth in an Officers' Certificate;

(e) in determining the estimated expenses attributable to such Additional Drilling Unit, the calculation shall give effect to the interest expense attributable to the Incurrence, assumption or guarantee of any Indebtedness (including Indebtedness that is anticipated to be Incurred following the time of calculation in order to consummate the construction, acquisition and/or delivery of the Additional Drilling Unit) relating to the construction, delivery and/or acquisition of such Additional Drilling Unit;

(f) with respect to any expenses attributable to an Additional Drilling Unit, if the actual expenses differ from the estimate, the actual amount shall be used in such calculation;

to but did Incur additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 4.08(a) (" Incurrence of Indebtedness and Issuance of Preferred Stock "), the Issuer shall, at the time of any such event, be required to either: (i) repay, or cause the repayment of, all or any part of any such Indebtedness that would not have been permitted to be Incurred had the termination of the Qualified Services Contract or such amendments, supplements or modifications thereto been in effect at the time such Indebtedness was originally Incurred, or (ii) enter into a replacement Qualified Services Contract, the terms of which would have permitted the Incurrence of such Indebtedness had such replacement contract been in effect at the time such Indebtedness was Incurred; and

(h) notwithstanding the foregoing, the pro forma inclusion of Consolidated Cash Flow attributable to any such Additional Drilling Unit for the four-quarter reference period shall be reduced by the actual Consolidated Cash Flow from such new Additional Drilling Unit previously earned and accounted for in the actual results for the four-quarter reference period, which actual Consolidated Cash Flow may be included in the foregoing clause (7).

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges Incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if any) pursuant to Hedging Obligations, but excluding:

(a) amortization of debt issuance costs; and

(b) any nonrecurring charges relating to any premium or penalty paid, write-off of deferred finance costs or original issue discount or other charges in connection with redeeming or otherwise retiring any Indebtedness prior to its Stated Maturity, to the extent that any of such nonrecurring charges constitute interest expense;

(2) the consolidated interest expense of such Person and any of its Restricted Subsidiaries that was capitalized during such period; and

(3) dividends paid in cash or Disqualified Stock in respect of all Preferred Stock of Restricted Subsidiaries and all Disqualified Stock of such Person or any of its Restricted Subsidiaries in each case held by Persons other than such Person or any of its Restricted Subsidiaries.

"Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary during such period;

(2) solely for the purpose of determining the amount available for Restricted Payments under Section 4.07(a)(iii)(A) (" Restricted Payments ") the Net Income (but not loss) of any Restricted Subsidiary of such Person (other than a Restricted Subsidiary that is a Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders (in each case other than as a result of restrictions contained in this Indenture, Notes and Existing Indebtedness (including the Ventures Facilities Agreement), in each case as in effect on the date hereof); provided that Consolidated Net Income of the referenced Person shall be increased by the amount of dividends or other distributions or other payments paid in cash to the referenced Person or a Restricted Subsidiary thereof during such period, to the extent not already included therein;

(3) the cumulative effect of a change in accounting principles shall be excluded;

(4) non-cash gains and losses due solely to fluctuations in currency values will be excluded;

(5) in the case of a successor to the referenced Person by consolidation or merger or as a transferee of the referenced Person's assets, any earnings (or losses) of the successor corporation prior to such consolidation, merger or transfer of assets will be excluded;

(6) the effects resulting from the application of purchase accounting in relation to any acquisition that is consummated after the Issue Date shall be excluded;

(7) any unrealized gain (or loss) in respect of Hedging Obligations will be excluded;

(8) non-cash charges or expenses with respect to the grant of stock options, restricted stock or other equity compensation awards will be excluded;

(9) goodwill write downs or other non-cash impairments of assets, or restructuring charges or severance costs associated with acquisitions or dispositions will be excluded;

(10) drydock, shipyard stay and special survey expenses (other than Drydock, Shipyard Stay and Special Survey Amortization Expense for the applicable period) will be excluded; and

(11) non-cash or non-recurring charges shall be excluded.

"Consolidated Net Leverage Ratio" means, with respect to the Issuer, as of any date of determination, the ratio of (1) (a) Consolidated Total Indebtedness of the Issuer minus (b) the amount of Unrestricted Cash of the Issuer and its Restricted Subsidiaries, in each case as of the date of determination to (2) Consolidated Cash Flow of the Issuer for the most recently ended four full fiscal quarters, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Interest Coverage Ratio; provided, however, that in calculating the Consolidated Cash Flow of the Issuer for purposes of this Consolidated Net Leverage Ratio, the Issuer shall be permitted to include or add back (without duplication) the Consolidated Cash Flow for each of the four full fiscal quarters (and, when applicable, partial fiscal quarter) ended immediately prior to the date of determination that is attributable to the assets transferred during the applicable period to MLP Entities and that would otherwise be excluded from Consolidated Cash Flow as a result of such MLP Asset Transfers (or as a result of the applicable MLP Entities being Unrestricted Subsidiaries); provided, further, however, that (i) the percentage of such Consolidated Cash Flow included or added back pursuant to the foregoing proviso shall not exceed the percentage of economic interest in such transferred assets held directly or indirectly by the Issuer and its Restricted Subsidiaries after giving effect to such MLP Asset Transfer (and related transactions) and (ii) such Consolidated Cash Flow included or added back pursuant to the foregoing proviso shall only be included or added back if the applicable MLP Entities meet the requirements of clause (4) in the definition of "Qualified MLP Asset Transfer."

"Consolidated Total Indebtedness" means, with respect to any Person as of any date of determination, the sum, without duplication, of:

(1) the total amount of Indebtedness (other than Hedging Obligations) of such Person and its Restricted Subsidiaries; plus

(2) the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of the Restricted Subsidiaries of such Person, in each case, determined on a consolidated basis in accordance with GAAP.

(or otherwise defeased or satisfied and discharged pursuant to its terms) with a scheduled redemption date within 180 days of the date of determination.

"Consolidated Total Leverage Ratio" means, with respect to any Person, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of such Person as of the date of determination to (2) Consolidated Cash Flow of such Person for the most recently ended four full fiscal quarters, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Interest Coverage Ratio.

"Contracted Drilling Equipment Value" means the aggregate contract price for the acquisition of all uncompleted Drilling Equipment (with the contract price of each uncompleted Drilling Equipment as determined on the date on which the agreement for construction of such Drilling Equipment was entered into by the Issuer or the applicable Restricted Subsidiary), plus any Ready for Sea Cost of such Drilling Equipment.

"Contracted Vessel " means a Vessel for which the Issuer or a Restricted Subsidiary has entered into a contract for the construction or acquisition of such Vessel but which has not yet been delivered or acquired and which Vessel will constitute a Qualified Vessel upon completion and delivery, as determined in good faith by a Financial Officer.

"Corporate Trust Office of the Trustee" will be at the address of the Trustee specified in Section 12.01 (" Notices ") or such other address as to which the Trustee may give notice to the Issuer.

"Credit Facilities" means one or more debt facilities or agreements (including loan agreements and indentures) or commercial paper facilities of the Issuer or any Restricted Subsidiary with banks, other institutional lenders, commercial finance companies or other lenders or investors providing for revolving credit loans, Capital Lease Obligations, term loans, bonds, debentures or letters of credit, pursuant to agreements or indentures, in each case, as amended, restated, modified, renewed, refunded, replaced, increased or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (and without limitation as to amount, terms, conditions, covenants and other provisions, including increasing the amount of available borrowings thereunder, changing or replacing agent banks and lenders thereunder or adding, removing or reclassifying Subsidiaries of the Issuer as borrowers, issuers or guarantors thereunder).

"Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

"Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 (" Registrar, Transfer Agent and Paying Agent ") as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of such Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable (in each case, other than in exchange for or conversion into Capital Stock that is not Disqualified Stock) at the option of the holder of such Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of such Capital Stock have the right to require the Issuer to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 (" Restricted Payments "). The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Issuer and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock.

"Dollar Equivalent" means, with respect to any monetary amount in a currency other than U.S. Dollars, at any time of determination thereof, the amount of U.S. Dollars obtained by converting such other currency involved in such computation into U.S. Dollars at the spot rate for the purchase of U.S. Dollars with such other currency as published in the Financial Times in the section entitled "Currencies, Bonds & Interest Rates" (or, if the Financial Times is no longer published, or if such information is no longer available in the Financial Times , such source as may be selected in good faith by the Issuer) on the date of such determination. Except as expressly provided otherwise, whenever it is necessary to determine whether the Issuer or any of the Restricted Subsidiaries has complied with any covenant or other provision herein or if there has occurred an Event of Default and an amount is expressed in a currency other than U.S. Dollars, such amount will be treated as the Dollar Equivalent determined as of the date such amount is initially determined in such non-dollar currency.

"DRH Existing Notes" means the 6.5% Senior Secured Notes due 2017 issued by Drill Rigs Holdings Inc. under the DRH Existing Notes Indenture.

"DRH Existing Notes Indenture" means the Indenture dated as of September 20, 2012, among Drill Rigs Holdings Inc., the Issuer, each of the other guarantors party thereto, U.S. Bank National Association, as trustee and Deutsche Bank Trust Company Americas, as noteholder collateral agent, registrar and paying agent.

"DRH Existing Notes Issuer" means the "Issuer" (as defined in the DRH Existing Notes Indenture) of the DRH Existing Notes, as the same may be amended from time to time.

"DRH Issuer Subsidiary" means, during such time as the DRH Existing Notes are outstanding, any "Subsidiary" (as defined in the DRH Existing Notes Indenture) of the DRH Existing Notes Issuer.

"DRH Unrestricted Subsidiary" means a DRH Issuer Subsidiary that has been properly designated as an "Unrestricted Subsidiary" (as defined in the DRH Existing Notes Indenture) under the DRH Existing Notes Indenture.

"Drilling Equipment" means one or more drilling rigs or drillships or other Vessels, together with all related spares, equipment and any additions or improvements.

"Drillships Financing" means Drillships Financing Holdings Inc., a Marshall Islands corporation and, as of the date of the Offering Memorandum, a wholly-owned Subsidiary of the Issuer.

"Drillships Financing MLP" means a limited liability company or other business entity to be formed in connection with the Drillships Financing MLP Formation Transactions.

"Drillships Financing MLP Formation Transactions" means the MLP Formation Transactions in connection with the initial creation and capitalization of Drillships Financing MLP prior to and in connection with a Qualified MLP IPO with respect thereto and the subsequent contribution of assets in connection with such formation.

"Drillships Financing Term Loan Agreement" means that certain Credit Agreement dated as of July 12, 2013, among Drillships Financing, Drillships Projects Inc., the Issuer, the lenders from time to time party thereto and Deutsche Bank AG New York Branch, in its capacity as the administrative agent and the collateral agent, as amended, restated, modified, renewed, refunded, replaced or refinanced, from time to time (including on February 7, 2014), including to increase the amount permitted to be borrowed thereunder or to add or change agents or lenders.

"Drillships Ocean Ventures Inc." means Drillships Ocean Ventures Inc., a Marshall Islands corporation and, as of the date of the Offering Memorandum, a wholly-owned Subsidiary of the Issuer.

"Drydock, Shipyard Stay and Special Survey Amortization Expense" means, for any period, the amortized amount of all drydock, shipyard stay and special survey expenses in respect of Vessels of the Issuer and the Restricted Subsidiaries for such period. Drydock, Shipyard Stay and Special Survey Amortization Expense with respect to any Vessel of the Issuer or any Restricted Subsidiary will be amortized over a period commencing with the fiscal quarter in which any such expense is incurred and

ending with the fiscal quarter in which the next drydock, shipyard stay or special survey, as applicable, with respect to such Vessel is scheduled to occur.

"Earnings" means (i) all freight, hire and passage moneys payable to the Issuer or any of its Subsidiaries as a consequence of the operation of a Vessel owned by the Issuer or any of its Subsidiaries, including, without limitation, payments of any nature under any charterparty, pool agreement, drilling contract or other contract for use of such Vessel, (ii) any claim under any guarantee in respect of any charterparty, pool agreement, drilling contract or other contract for use of a Vessel owned by the Issuer or any of its Subsidiaries or otherwise related to freight, hire or passage moneys payable to the Issuer or any of its Subsidiaries as a consequence of the operation of any of the Vessels owned by the Issuer or any of its Subsidiaries; (iii) compensation payable to the Issuer or any of its Subsidiaries in the event of any requisition of any of the Vessels owned by the Issuer or any of its Subsidiaries; (iv) remuneration for salvage, towage and other services performed by any of the Vessels owned by the Issuer or any of its Subsidiaries and payable to the Issuer or any of its Subsidiaries; (v) demurrage and retention money receivable by the Issuer or any of its Subsidiaries in relation to any of the Vessels owned by the Issuer or any of its Subsidiaries; (vi) all moneys which are at any time payable under the insurances in respect of loss of Earnings; (vii) if and whenever any Vessel owned by the Issuer or any of its Subsidiaries is employed on terms whereby any moneys falling within clauses (i) through (vi) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the relevant Vessel; and (viii) other money whatsoever due or to become due to any of the Issuer or any of its Subsidiaries in relation to any of the Vessels owned by the Issuer or any of its Subsidiaries.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security or loan that is convertible into, or exchangeable for, Capital Stock).

"Equity Offering" means a public or private offering of Capital Stock (other than Disqualified Stock) of the Issuer, other than (1) public offerings with respect to the Issuer's common stock registered on Form S-8 and (2) issuances to any Subsidiary of the Issuer.

"Euroclear" means the Euroclear system or any successor securities clearing agency.

"Excess Specified Vessel Proceeds" means the lesser of (A) (1) 25% multiplied by (2) the excess of the Net Proceeds from a Specified Vessel Sale over the amount, if any, of such Net Proceeds included in the Issuer's Consolidated Net Income and (B) (1) any Net Proceeds from a Specified Vessel Sale less (2) the amount of such Net Proceeds included in the Issuer's Consolidated Net Income less (3) Indebtedness that is purchased, repaid or prepaid as set forth in clauses (y)(i) and (y)(ii) of the proviso to Section 4.19(c) (" Asset Sales ").

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

"Existing 9.5% Notes" means the 9.5% Senior Unsecured Notes due 2016 issued by the Issuer under the Bond Agreement between the Issuer and Norsk Tillitsmann ASA, as the bond trustee, dated April 14, 2011.

"Existing Indebtedness" means Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness under the Notes and any Note Guarantees), after giving effect to the use of proceeds of the offering of the Notes and the repayment in full of the Existing 9.5% Notes on (or substantially concurrently with) the Issue Date. As used in this Indenture, "Existing Indebtedness" includes, without limitation, Indebtedness on the date hereof in respect of the DRH Existing Notes, the Drillships Financing Term Loan Agreement and the Ventures Facilities Agreement (and shall include the amount of borrowings under the Ventures Facilities Agreements that is available but undrawn as of the Issue Date).

"Fair Market Value" means the value that would be paid by an informed and willing buyer to an unaffiliated, informed and willing seller in a transaction not involving distress or necessity of either party, as determined in good faith by the Board of Directors of the Issuer (unless otherwise provided in this Indenture).

"Financial Officer" means the chief executive officer, chief financial officer, chief accounting officer, executive vice president or treasurer of the Issuer.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect on the date hereof in the United States.

"Global Note Legend" means the legend set forth in Section 2.06(f)(2) (" Transfer and Exchange "), which is required to be placed on all Global Notes issued under this Indenture.

"Global Notes" means, individually and collectively, each of the Restricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the "Schedule of Exchanges of Interests in the Global Note" attached thereto, issued in accordance with Sections 2.01 (" Form and Dating ") and Section 2.06(b)(3) (" Transfer and Exchange ").

"Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States of America pledges its full faith and credit.

"guarantee" means a guarantee other than by endorsement of negotiable instrument for collection in the ordinary course of business, direct or indirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement obligations in respect thereof, of all or any part of any Indebtedness.

"Guarantors" means each existing or future Subsidiary of the Issuer, if any, that executes a Note Guarantee in accordance with the provisions of this Indenture, together with their respective successors and assigns until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices (including prices of bunkers or lubricants) or freight rates.

"Holder" means a Person in whose name a Note is registered.

"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether recourse is to all or a portion of the assets of such Person and whether or not contingent,

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of all reimbursement obligations of such Person in respect of letters of credit, bankers' acceptances or other similar instruments, other than such reimbursement obligations that relate to trade payables or other obligations that are not themselves Indebtedness, in each case, that were entered into in the ordinary course of business of such Person to the extent such reimbursement obligations are satisfied within 10 Business Days following payment on the letter of credit, bankers' acceptance or similar instrument;

(4) representing Capital Lease Obligations of such Person;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed;

(6) representing any Hedging Obligations of such Person; or

(7) representing Attributable Indebtedness,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

"Indenture" means this indenture pursuant to which the Notes will be issued by and between the Issuer and the Trustee, as amended, supplemented or modified.

"Indirect Participant" means a Person who holds a beneficial interest in a Global Note through a Participant.

"Investment Grade Rating" means ratings equal or higher than both Baa3 (or equivalent) by Moody's and BBB- (or equivalent) by S&P.

"Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Issuer or any of the Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) (" Restricted Payments "). The acquisition by the Issuer or any of the Restricted Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person that is not a Subsidiary of such Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) (" Restricted Payments "). Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

"Involuntary Transfer" means, with respect to any property or asset of the Issuer or any Restricted Subsidiary, (1) any damage to such asset that results in an insurance settlement with respect thereto on the basis of a total loss or a constructive or compromised total loss, (2) the confiscation, condemnation, requisition, appropriation or similar taking regarding such asset by any government or instrumentality or agency thereof, including by deed in lieu of condemnation, or (3) foreclosure or other enforcement of a Lien or the exercise by a holder of a Lien of any rights with respect to it.

"Issue Date" means the first date on which the Notes are issued under this Indenture.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in such asset and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"Local Content Subsidiary" means any Subsidiary of the Issuer that is a party to a Vessel contract or otherwise holds the right to receive Earnings attributable to a Vessel or any Related Assets with respect to such Vessel for the purpose of satisfying any local content law, regulation or requirement or similar law, regulation or requirement.

"MLP" means a limited partnership, limited liability company or other business entity formed as part of MLP Formation Transactions in order to undertake a Qualified MLP IPO intended to acquire, from time to time, directly or indirectly, Equity Interests of, or assets of, any Person, including a Restricted Subsidiary (or a successor thereto), as part of MLP Formation Transactions.

"MLP Asset Transfer" means the initial transfer of assets by the Issuer or any Restricted Subsidiary (which may include Equity Interests) to an MLP or other MLP Entities in connection with MLP Formation Transactions and any subsequent transfer of assets (which may include Equity Interests) to such MLP or other MLP Entities.

"MLP Entities" means the MLP and its direct and indirect Subsidiaries and other Persons, which may include Subsidiaries of the Issuer (including Unrestricted Subsidiaries), reasonably related to the formation, operation or governance of the MLP.

"MLP Formation Transactions" means the transactions in connection with the initial creation and capitalization of an MLP prior to and in connection with a Qualified MLP IPO, including (i) the legal formation of the MLP, the MLP's general partner or managing member, the MLP's direct and indirect Subsidiaries and other MLP Entities and Persons reasonably related to the formation, operation or governance of the MLP, (ii) the acquisition, from time to time, directly or indirectly, by the MLP or MLP Entities, whether through a sale, conveyance or other disposition, including any

conveyance by means of a transfer, merger, consolidation or similar transaction, of Equity Interests of, or assets of, any Person, including a Restricted Subsidiary (or a successor thereto), or the conversion of any Person, including a Restricted Subsidiary (or a successor thereto), into a limited partnership, limited liability company or other non-corporate Person in accordance with applicable law, (iii) any distributions, payments or other transfers to the Issuer or any of its Subsidiaries of any portion of the actual or anticipated gross proceeds of a Qualified MLP IPO, (iv) any transactions or other arrangements (including tax sharing arrangements) directly related to the Qualified MLP IPO and customary for such transactions (including, for the avoidance of doubt, the exercise of the underwriter's over-allotment option to purchase Equity Interests and transactions related thereto) and (v) any transaction, from time to time, reasonably related thereto that has been determined in good faith by the Board of Directors of the Issuer not to have a material adverse effect on the Holders. Each of the ORP (Ventures) Formation Transactions and the Drillships Financing MLP Formation Transactions shall constitute MLP Formation Transactions .

"Moody's" means Moody's Investors Service, Inc., or any successor to the rating agency business thereof.

"Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (a) any Asset Sale or other asset dispositions (other than in the ordinary course of business) or (b) the disposition of any securities by such Person, the Issuer or any of the Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

"Net Proceeds" means the aggregate cash proceeds and Cash Equivalents received by the Issuer or any of the Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, relocation expenses Incurred as a result of such Asset Sale, and taxes paid or payable as a result of such Asset Sale after taking into account any available tax credits or deductions and any tax sharing arrangements; and (2) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

"Net Tangible Assets" means, as of any date, total assets, less goodwill and other intangible assets and liabilities, in each case as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries prepared in

accordance with GAAP for which internal financial statements are available immediately preceding the date on which any calculation of Net Tangible Assets is being made.

"Non-Recourse Debt" means Indebtedness:

(1) as to which neither the Issuer nor any of the Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any of the Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing, or the governing documentation provides that the lenders will not have any recourse to the stock or assets of the Issuer or any of the Restricted Subsidiaries.

"Non-U.S. Person" means a Person who is not a U.S. Person as defined under Regulation S of the Securities Act.

"Note Guarantee" means the guarantee by each Guarantor, if any, of the Issuer's obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

"Notes" means, collectively, the Issuer's 7.25% Senior Notes due 2019 issued in accordance with Section 2.02 (" Execution and Authentication; Additional Notes ") (whether issued on the Issue Date or issued as Additional Notes or otherwise issued after the Issue Date) treated as a single class of securities under this Indenture, as amended or supplemented from time to time in accordance with the terms of this Indenture. Unless the context requires otherwise, all references to Notes shall include the Notes issued on the Issue Date and any Additional Notes.

"Notes Custodian" means the Registrar, as custodian with respect to the Notes in global form, or any successor entity thereto.

"Notes Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, the Issuer or any Guarantor arising under this Indenture, the Notes and any Note Guarantees (including all principal, premium, interest, penalties, fees, charges, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable or arising thereunder), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Issuer or any Guarantor of an insolvency or liquidation proceeding naming such Person as the debtor in such

proceeding, regardless of whether such interest and fees are allowed claims in such insolvency or liquidation proceeding.

"Obligations" means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

"Ocean Rig Operating LP" means a limited partnership or other business entity to be formed in connection with the ORP (Ventures) Formation Transactions.

"Offering Memorandum" means the Confidential Offering Memorandum dated March 20, 2014, of the Issuer relating to the Notes.

"Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.

"Officers' Certificate" means a certificate signed on behalf of any Person by two Officers, one of whom must be the Chief Executive Officer or the Chief Financial Officer of such Person, that meets the requirements of Section 12.03 (" Statements Required in Certificate or Opinion ").

"Opinion of Counsel" means an opinion from legal counsel which is reasonably acceptable to the Trustee, that meets the requirements of Section 12.03 (" Statements Required in Certificate or Opinion "). The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer.

"ORP (Ventures)" means a limited liability company or other business entity to be formed in connection with the ORP (Ventures) Formation Transactions.

"ORP (Ventures) Formation Transactions" means the MLP Formation Transactions in connection with the initial creation and capitalization of ORP (Ventures) prior to and in connection with an ORP (Ventures) IPO and the subsequent contribution, sale or other transfer of assets, which may include, among other assets, the Ocean Rig Mylos, the Ocean Rig Skyros , the Ocean Rig Athena and Related Assets.

"ORP (Ventures) IPO" means the initial offer and sale of common units of ORP (Ventures) in an underwritten public offering for cash pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form F-4, S-4 or Form S-8 or otherwise relating to Equity Interests of ORP (Ventures) issuable under any employee benefit plan).

"ORP (Ventures) Subsidiary" means a Subsidiary of ORP (Ventures) or a subsidiary of the Issuer a portion of the Capital Stock of which is owned by ORP (Ventures).

"Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

"Permitted Business" means a business in which the Issuer or any of its Restricted Subsidiaries were engaged on the date of this Indenture, as described in the Offering Memorandum, and any business reasonably related or complimentary thereto.

"Permitted Holder" means DryShips Inc., a Marshall Islands corporation, Mr. George Economou, Mr. Anthony Kandylidis, or any spouse, former spouse or member of their respective immediate families, any of his or their Affiliates, or any Person that is controlled, directly or indirectly, by any such Permitted Holder.

"Permitted Investments" means:

(1) any Investment in the Issuer or in any Restricted Subsidiary;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Issuer or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from (a) an Asset Sale that was made pursuant to and in compliance with Section 4.19 (" Asset Sales ") or (b) a Qualified MLP Asset Transfer or an other disposition of properties or assets that does not constitute an Asset Sale;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer;

(6) any Investments received in compromise or resolution of obligations of trade creditors or customers that were Incurred in the ordinary course of business of the Issuer or any of the Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer and any Investments obtained in exchange for any such Investments;

(7) Investments represented by Hedging Obligations permitted by Section 4.08(b)(5) (" Incurrence of Indebtedness and Issuance of Preferred Stock ");

(8) any guarantee of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary permitted to be incurred under this Indenture;

(9) Investments that are in existence on the Issue Date, and any extension, modification or renewal thereof, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

(10) Investments acquired after the Issue Date as a result of the acquisition by the Issuer or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation, to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(11) loans or advances referred to in Section 4.11(c)(6) (" Transactions with Affiliates ");

(12) Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits made in the ordinary course of business by the Issuer or any of its Restricted Subsidiaries;

(13) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding, not to exceed the greater of (x) $125.0 million and (y) 4.0% of Net Tangible Assets;

(14) loans by the Issuer to ORP (Ventures) (or one or more ORP (Ventures) Subsidiaries) pursuant to one or more revolving credit facilities in an aggregate principal amount not to exceed $100.0 million; and

(15) any MLP Formation Transactions or MLP Asset Transfer consummated in compliance with Section 4.19 (" Asset Sales ") or that otherwise constitutes a Qualified MLP Asset Transfer.

"Permitted Jurisdiction" means any of the Republic of the Marshall Islands, the United States of America, any State of the United States or the District of Columbia, the Commonwealth of the Bahamas, the Republic of Liberia, the Republic of Panama, the Commonwealth of Bermuda, the British Virgin Islands, the Cayman Islands, the Isle of Man, Cyprus, Norway, Greece, Hong Kong, the United Kingdom, Malta, any Member State of the European Union and any other jurisdiction generally acceptable to institutional lenders in the shipping and offshore drilling industries, as determined in good faith by the Board of Directors of the Issuer.

" Permitted Liens " means:

(1) Liens in favor of the Issuer or any Restricted Subsidiary;

(2) Liens on property of a Person existing at the time such Person is merged with or into or amalgamated or consolidated with the Issuer or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger, amalgamation or consolidation, were not Incurred in contemplation thereof and do not extend to any assets other than those of the Person merged into or amalgamated or consolidated with the Issuer or such Restricted Subsidiary;

(3) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Issuer or any Restricted Subsidiary; provided that such Liens were in existence prior to, and not Incurred in contemplation of, such acquisition;

(4) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature Incurred in the ordinary course of business;

(5) Liens existing on the Issue Date, after giving effect to the use of proceeds of the offering of the Notes on the Issue Date (and the related release of any Liens securing any Indebtedness so repaid), including Liens to secure Existing Indebtedness and additional Liens that may be granted in the future to secure Existing Indebtedness pursuant to the agreements governing such Existing Indebtedness;

(6) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(7) Liens imposed by law, such as necessaries suppliers', carriers', warehousemen's, landlords' and mechanics' Liens, in each case, Incurred in the ordinary course of business, for amounts not more than 30 days past due or which are being contested in good faith;

(8) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not Incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(9) Liens to secure any Indebtedness permitted to be Incurred under this Indenture to refinance any Indebtedness secured by Liens Incurred or

permitted to exist pursuant to clauses (2), (3) and (5) or this clause (9) of this definition; provided, however , that:

(a) the new Lien is limited to all or part of the same property and assets that secured the original Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof) or any related after-acquired property that, pursuant to any after-acquired property clauses in written agreements pursuant to which the original Lien arose, is required to be pledged to secure the original Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed amount, of the original Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(10) Liens arising by reason of any judgment, attachment, decree or order of any court or other governmental authority not giving rise to an Event of Default that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made thereof;

(11) Liens securing cash management obligations and rights of setoff in favor of a bank imposed by law and incurred in the ordinary course of business on deposit accounts maintained with such bank and cash and Cash Equivalents in such accounts;

(12) Liens Incurred in the ordinary course of business on the assets of the Issuer in respect of Indebtedness permitted to be Incurred pursuant to Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock ") not exceeding $50.0 million;

(13) Liens to secure Hedging Obligations permitted by Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock ");

(14) Liens arising from precautionary Uniform Commercial Code financing statements filings or other applicable similar filings regarding operating leases and vessel charters entered into by the Issuer or a Restricted Subsidiary in the ordinary course of business;

(15) Liens Incurred in the ordinary course of business of the Issuer or a Restricted Subsidiary arising from Vessel operating, chartering, drydocking, maintenance, repair, refurbishment or replacement, the furnishing of supplies and bunkers to Vessels and related assets, repairs and improvements to Vessels and

related assets, masters', officers' or crews' wages and maritime Liens, in the case of each of the foregoing, which were not Incurred or created to secure the payment of Indebtedness and which in the aggregate do not materially adversely affect the value of the properties subject to such Lien or materially impair the use for the purposes of which such properties are held by the Issuer and its Restricted Subsidiaries;

(16) Liens on assets constituting fixed or capital assets acquired or constructed by the Issuer or a Restricted Subsidiary and securing Indebtedness Incurred in the ordinary course of business for the purpose of financing or refinancing such acquisition or construction; provided that (a) each such Lien does not extend to or cover any other asset of the Issuer or a Restricted Subsidiary other than such acquired or constructed assets and additions, improvements or other assets affixed or appurtenant thereto, (b) the Incurrence of such Indebtedness is permitted by Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock "), (c) the Indebtedness secured by each such Lien does not exceed the cost of acquiring or constructing the applicable fixed or capital asset and (d) the aggregate Indebtedness at any time outstanding secured by all Liens Incurred pursuant to this clause (16) shall not exceed $25.0 million;

(17) Liens arising under a contract over goods, documents of title to goods and related documents and insurances and their proceeds, in each case in respect of documentary credit transactions entered into with customers of the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(18) Liens arising under any retention of title, hire, purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied in the ordinary course of business;

(19) Liens representing the interest in title of a lessor;

(20) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness (so long as such defeasance, discharge or redemption is permitted pursuant to Section 4.07 (" Restricted Payments ")) or Liens arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under this Indenture, provided that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Indebtedness;

(21) Liens for crew's wages remaining unpaid in accordance with reasonable commercial practices or for collision or salvage, or other similar Liens arising in the ordinary course of business, for amounts not more than 30 days past due (unless any such Lien is being contested in good faith and by appropriate proceedings or other acts and the owner of the applicable Vessel shall have set

aside on its books adequate reserves with respect to such amounts and so long as such deferment in payment shall not subject such Vessel to forfeiture or loss);

(22) Liens for loss, damage or expense which are fully covered by insurance or in respect of which a bond or other security has been posted by or on behalf of the owner of the applicable Vessel with the appropriate court or other tribunal to prevent the arrest or secure the release of such Vessel from arrest; and

(23) Liens to secure Indebtedness so long as, after giving effect to such Indebtedness and the application of proceeds therefrom, the aggregate amount of Consolidated Total Indebtedness secured by Permitted Liens, without duplication, does not exceed the greater of (x) $550.0 million multiplied by the number of Vessels that are either Qualified Vessels or Contracted Vessels and (y) the sum of (i) 75% of the Completed Drilling Equipment Value at such time and (ii) 75% of the Contracted Drilling Equipment Value at such time.

"Permitted Refinancing Indebtedness" means any Indebtedness of the Issuer or any of the Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, in whole or in part, other Indebtedness of the Issuer or any of the Restricted Subsidiaries (other than intercompany Indebtedness) (the "Refinanced Indebtedness"); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness (plus all accrued interest on the Refinanced Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date that is either (a) no earlier than the final maturity date of the Refinanced Indebtedness or (b) more than 90 days after the final maturity date of the Notes, and has a Weighted Average Life to Maturity that is (i) equal to or greater than the Weighted Average Life to Maturity of, the Refinanced Indebtedness or (ii) more than 90 days after the final maturity date of the Notes; and

(3) if the Refinanced Indebtedness is (a) subordinated in right of payment to the Notes or a Note Guarantee, then such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or such Note Guarantee, as the case may be or (b) pari passu in right of payment to the Notes or a Note Guarantee, then such Permitted Refinancing Indebtedness is subordinated or pari passu in right of payment to the Notes or such Note Guarantee, as the case may be, in the case of each of (a) and (b), on terms at least as favorable to Holders as those contained in the documentation governing the Refinanced Indebtedness.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

"Preferred Stock," as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

"Priority Indebtedness" means, without duplication, (i) all Indebtedness for money borrowed of any Restricted Subsidiary (other than any Guarantor), (ii) all Indebtedness for money borrowed of the Issuer or any Restricted Subsidiary secured by any Lien on any asset of the Issuer or any Restricted Subsidiary (other than a Lien that secures the Notes or applicable Note Guarantee on an equal and ratable (or priority) basis), (iii) all Capital Lease Obligations of the Issuer or any Restricted Subsidiary that constitute Indebtedness, and (iv) all Indebtedness of Persons other than the Issuer or any Restricted Subsidiary secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by the Issuer or any Restricted Subsidiary, whether or not the Indebtedness secured thereby has been assumed by the Issuer or such Restricted Subsidiary.

"Priority Indebtedness Amount" means a dollar amount equal to the greater of (x) $600.0 million multiplied by the number of Vessels that are either Qualified Vessels or Contracted Vessels and (y) the sum of (i) 75% of the Completed Drilling Equipment Value at such time and (ii) 75% of the Contracted Drilling Equipment Value at such time.

"Private Placement Legend" means the legend set forth in Section 2.06(f)(1) (" Transfer and Exchange ") to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Qualified MLP Asset Transfer" means an MLP Asset Transfer that satisfies each of the following five conditions:

(1) the Issuer or the Restricted Subsidiary, as the case may be, receives consideration at the time of the MLP Asset Transfer at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) after giving effect to the MLP Asset Transfer, including the application of proceeds therefrom, the Consolidated Net Leverage Ratio of the Issuer shall not exceed 5.5 to 1.0;

(3) immediately after giving effect to the MLP Asset Transfer, the Issuer shall, directly or indirectly, control the general partner, managing member

or similar controlling Person of the MLP that directly or indirectly receives the assets or Equity Interests issued or sold or otherwise disposed of in respect of the MLP Asset Transfer;

(4) the MLP and other MLP Entities (that receive, directly or indirectly, the assets or Equity Interests issued, sold or otherwise disposed of in the MLP Asset Transfer) shall have been structured to provide for reasonably customary MLP-related distributions to the Issuer or a Restricted Subsidiary to the extent of and pursuant to the terms of their Equity Interests in such MLP Entities (or if such distributions will be made initially to an Unrestricted Subsidiary, such Unrestricted Subsidiary shall be subject to a contractual or other arrangement that requires such Unrestricted Subsidiary to make reasonably regular distributions of such amounts to the Issuer or a Restricted Subsidiary), in either case, without duplication, in proportion to the economic ownership of the Issuer in such MLP Entities and in all cases subject to and in accordance with (including any subordination on the right to receive distributions and other limitations in) the organizational or other relevant governing documents of such relevant MLP Entities; and

(5) immediately before and after giving effect to the MLP Asset Transfer, no Default or Event of Default under any instrument governing Indebtedness of the Issuer or any of its Restricted Subsidiaries shall have occurred or be continuing.

"Qualified MLP IPO" means, (i) in connection with an MLP Formation Transaction, an initial offer and sale of common units of the MLP in an underwritten public offering for cash pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-4 or Form S-8 or otherwise relating to Equity Interests of the MLP issuable under any employee benefit plan); or (ii) following an ORP (Ventures) IPO, the transfer of Equity Interests of Drillships Financing to ORP (Ventures) (or an ORP (Ventures) Subsidiary).

"Qualified Services Contract" means, with respect to any Additional Drilling Unit acquired by, or committed to be delivered to, the Issuer or any of its Restricted Subsidiaries, a bona fide contract or series of contracts, together with any amendments, supplements or modifications thereto, that the Board of Directors of the Issuer, acting in good faith, designates as a "Qualified Services Contract" pursuant to a resolution of the Board of Directors of the Issuer, which contract or contracts:

(1) are between the Issuer or one of its Restricted Subsidiaries, on the one hand, and a Person that is not an Affiliate of the Issuer and (a) such Person has a rating (or a Person whose parent has such a rating) of either BBB- or higher from S&P or Baa3 or higher from Moody's, or if such ratings are not available, then a similar investment grade rating from another nationally recognized statistical rating agency, (b) such contract is supported by letters of credit, performance bonds or guarantees from such Person or its parent that has an

investment grade rating as described in the preceding subclause (a) of this clause (1), or (c) such contract provides for a lockbox or similar arrangements or direct payment to the Issuer or its Restricted Subsidiary, as the case may be, for the full amount of the contracted payments due over the four-quarter reference period considered in calculating Consolidated Cash Flow;

(2) provide for services to be performed by the Issuer or one or more of its Restricted Subsidiaries involving the use of such Additional Drilling Unit by the Issuer or one or more of its Restricted Subsidiaries, in either case for a minimum aggregate period of at least one year;

(3) provide for a fixed or minimum day rate or fixed rate for such Additional Drilling Unit covering all the period in (2) above; and

(4) for purposes of Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock "), provide that revenues from such Qualified Services Contract are to be received by the Issuer or any of its Restricted Subsidiaries within one year of (a) delivery of the related Additional Drilling Unit and (b) the Incurrence of any Indebtedness pursuant to Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock ").

"Qualified Vessels" means, at any time, the completed and delivered Vessels owned by the Issuer and its Restricted Subsidiaries at such time that are of substantially comparable (or better) quality and value as (or than) the quality and value at such time of the Vessels owned on the Issue Date by the Issuer and its Restricted Subsidiaries, as determined in good faith by a Financial Officer.

"Ready for Sea Cost" means with respect to a Vessel to be acquired or leased by the Issuer or any Restricted Subsidiary, the aggregate amount of all expenditures Incurred to acquire or construct and bring such Vessel to the condition and location necessary for its intended use, including any and all inspections, appraisals, repairs, modifications, additions, permits and licenses in connection with such acquisition or lease.

"Redemption Date" means the date of redemption established by the Issuer or this Indenture as set forth under Article III.

"Regulation S" means Regulation S promulgated under the Securities Act.

"Regulation S Global Note" means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

"Related Assets" means, with respect to any Vessel and its owner, (i) any insurance policies and contracts from time to time in force with respect to such Vessel, (ii) any requisition compensation payable in respect of any compulsory acquisition of

such Vessel, (iii) any Earnings (other than Earnings payable to a Local Content Subsidiary) derived from the use or operation of such Vessel and/or any account to which such Earnings are deposited, (iv) any charters, operating leases, Vessel purchase options and related agreements with respect to such Vessel entered into and any security or guarantee in respect of the charterer's or lessee's obligations under such charter, lease, Vessel purchase option or agreement, (v) any cash collateral account established with respect to such Vessel pursuant to the financing arrangement with respect thereto, (vi) any building, conversion or repair contracts relating to such Vessel and any security or guarantee in respect of the builder's obligations under such contract and (vii) any security interest in, or agreement or assignment relating to, any of the foregoing or any mortgage in respect of such Vessel and any asset reasonably related, ancillary or complementary thereto.

"Responsible Officer" when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee), including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.

"Restricted Certificated Note" means a Certificated Note bearing the Private Placement Legend.

"Restricted Global Note" means a Global Note bearing the Private Placement Legend.

"Restricted Investment" means any Investment other than a Permitted Investment.

"Restricted Period" means the 40-day distribution compliance period as defined in Regulation S.

"Restricted Subsidiary" means any Subsidiary of the Issuer that is not then an Unrestricted Subsidiary; provided , however , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of "Restricted Subsidiary".

"Rule 144" means Rule 144 promulgated under the Securities Act. "Rule 144A" means Rule 144A promulgated under the Securities Act.

"Rule 144A Global Note" means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its

nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to QIBs.

"Rule 903" means Rule 903 promulgated under the Securities Act. "Rule 904" means Rule 904 promulgated under the Securities Act.

"S&P" means Standard & Poor's Rating Services or any successor to the rating agency business thereof.

"Sale and Lease-Back Transaction" means any arrangement with any Person providing for the leasing by the Issuer or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to such Person in contemplation of such leasing.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

"Significant Subsidiary" means, at the date of determination, any Restricted Subsidiary that together with its Subsidiaries that are Restricted Subsidiaries (i) for the most recent fiscal year, accounted for more than 10% of the Issuer's consolidated revenues or (ii) as of the end of the most recent fiscal quarter, was the owner of more than 10% of the Issuer's consolidated assets.

"Stated Maturity" means, with respect to any installment of interest or principal on any item or series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture or, if such item or series is Incurred after the date of this Indenture, the date such item or series is Incurred.

"Subsidiary" means, with respect to any specified Person:

(1) any corporation, limited liability company, association or other business entity (other than a partnership) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, limited liability company, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof), whether in the form of general, special or limited partnership interests or otherwise, or (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

"Transactions" means, (i) the issuance of the Notes on the Issue Date, (ii) the repurchase or redemption of the Existing 9.5% Notes and (iii) the payment of fees and expenses related to the foregoing.

"Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 1, 2017; provided, however , that if the period from the redemption date to April 1, 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

"Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, means such successor.

"Uniform Commercial Code" means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

"Unrestricted Cash" means, as of any date of determination, all cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries (without regard to any cash or Cash Equivalents of any Persons other than the Issuer and its Restricted Subsidiaries) that would be reflected as cash or Cash Equivalents on a consolidated balance sheet of the Issuer and its Restricted Subsidiaries prepared on such date in accordance with GAAP (less any portion of such cash and Cash Equivalents that would be reflected as "restricted cash" on such balance sheet).

"Unrestricted Certificated Note" means a Certificated Note that does not bear and is not required to bear the Private Placement Legend.

"Unrestricted Global Note" means a Global Note that does not bear and is not required to bear the Private Placement Legend.

"Unrestricted Subsidiary" means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below);

(2) any Subsidiary of an Unrestricted Subsidiary; and

(3) unless the Issuer elects to maintain such Subsidiary as a Restricted Subsidiary, any MLP Entity.

The Issuer may designate any Subsidiary of the Issuer as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors of the Issuer unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary (other than (x) Equity Interests or property of a Restricted Subsidiary as a result of an MLP Asset Transfer and (y) any Subsidiary of the Subsidiary to be so designated); provided that the Subsidiary to be so designated and each Subsidiary of such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 4.11 (" Transactions with Affiliates "), is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer;

(3) is a Person with respect to which neither the Issuer nor any of the Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of the Restricted Subsidiaries; and

(5) is not a DRH Issuer Subsidiary or, if any such Subsidiary is a DRH Issuer Subsidiary, it is also a DRH Unrestricted Subsidiary at all times that it is an Unrestricted Subsidiary under this Indenture.

"U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

"Ventures Facilities Agreement" means the facilities agreement, dated as of February 28, 2013, by and among Drillships Ocean Ventures Inc., as borrower, and Ocean Rig UDW Inc., as parent and guarantor, the other guarantors party thereto and the banks and financial institutions named therein, as mandated lead arrangers, with the banks and financial institutions named therein, as lenders under the commercial facilities, Eksportkreditt Norge AS, as lender under the Eksportkreditt/GEIK Facilities, The Export-Import Bank of Korea, as lender under the Kexim Facilities, and DNB Bank ASA, as facility agent and security agent.

"Vessel" means one or more shipping or drilling vessels or drilling rigs, whose primary purpose is the maritime transportation of cargo or the exploration and production drilling for crude oil or hydrocarbons, or which are otherwise engaged, used or useful in a Permitted Business, in each case together with all related spares, equipment

and any additions or improvements; provided that for the purposes of any provision related to the acquisition or disposition of a Vessel, such acquisition or disposition may be conducted through the transfer of all of the Capital Stock of any special purpose entity that owns a Vessel as described above.

"Voting Stock" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors (or persons performing similar functions) of such Person; provided that with respect to a limited partnership or other entity which does not have directly a board of directors, Voting Stock means such Capital Stock of the general partner of such limited partnership or other business entity with the ultimate authority to manage the business and operations of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of
each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

SECTION 1.02. Other Definitions.

Term	Defined in Section

"Additional Amounts"	4.20(a)
"Additional Notes"	2.02
"Affiliate Transaction"	4.11(a)
"Asset Sale Offer"	4.19(e)
"Asset Sale Offer Period"	4.19(i)
"Asset Sale Offer Settlement Date"	4.19(i)
"Asset Sale Offer Termination Date"	4.19(j)(i)
"Authentication Order"	2.02
"Authentication Agent"	2.02
"Change of Control Offer"	4.18(a)
"Change of Control Payment"	4.18(a)
"Change of Control Payment Date"	4.18(a)(2)
"Covenant Defeasance"	8.03
"Default Interest"	2.12
"DTC"	2.03
"Event of Default"	6.01
"Excess Proceeds"	4.19(e)
"Incur"	4.08(a)
"Indemnified Party"	7.07(a)

Term	Defined in Section

"Initial Notes"	2.02
"interest"	1.03
"Interest Payment Date"	2.14
"Issuer"	Preamble
"Legal Defeasance"	8.02
"MD&A"	4.16(I)(a)(1)
"Paying Agent"	2.03
"Payment Default"	6.01(5)(A)
"Permitted Debt"	4.08(b)
"Record Date"	2.14
"Registrar"	2.03
"Relevant Date"	12.12
"Restricted Payments"	4.07(a)
"Resale Restriction Termination Date"	2.06(f)(1)
"Reversion Date"	4.17(a)
"Special Interest Payment Date"	2.12
"Special Record Date"	2.12
"Specified Tax Jurisdiction"	4.20(a)
"Specified Vessel Sale"	4.19(c)
"Successor"	5.01(a)(1)
"Suspended Covenants"	4.17(a)
"Suspension Event"	4.17(a)
"Taxes"	4.20(a)
"Transfer Agent"	2.03

SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) "or" is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) "will" shall be interpreted to express a command;

(6) provisions apply to successive events and transactions;

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time;

(8) "including" means including without limitation; and

(9) references to any person "acting reasonably" and correlative expressions shall be construed to mean "acting reasonably in the interests of the Holders and having due regard to the duties of the Trustee to the Holders".

All references to "Notes" or "principal amount of Notes" shall mean the outstanding principal amount of Notes after giving effect to any redemptions and any other purchases, whether pursuant to this Indenture or otherwise, and after giving effect to any accretion of the principal amount due to the Notes having been issued at a discount to their face amount.

All references to "interest" shall mean the initial interest rate borne by the Notes plus (if applicable) any Default Interest. If there has been no demand that the Issuer pay Default Interest, the Issuer shall pay Default Interest in the same manner as other interest, and on the same dates as set forth in the Notes and in this Indenture.

ARTICLE II

The Notes

SECTION 2.01. Form and Dating. (a) General. The Notes and the Trustee's certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have other notations, legends or endorsements required by law, stock exchange rule or usage. The Notes will initially be represented by the Global Notes. Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in certificated form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the

Trustee or the Notes Custodian therefor, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 (" Transfer and Exchange ").

(c) Euroclear and Clearstream Procedures Applicable. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

SECTION 2.02. Execution and Authentication; Additional Notes. At least one Officer of the Issuer shall sign the Notes by manual or facsimile signature.

If the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note will not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.

The Trustee will, upon receipt of a written order of the Issuer signed by one Officer of the Issuer (an "Authentication Order"), authenticate (i) Notes for original issue in the aggregate principal amount not to exceed $500,000,000 (the "Initial Notes") on the Issue Date and (ii) additional Notes (the "Additional Notes") having identical terms and conditions to the Initial Notes, except for issue date, issue price, transfer restrictions (if any), first interest payment date and the amount of interest paid on the first date after such issue date, in up to an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock ")). The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07 (" Replacement Notes ").

All Notes issued under this Indenture shall be treated as a single class for all purposes under this Indenture; provided that if the Additional Notes are not fungible with the Notes for U.S. Federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Additional Notes shall bear any legend required by applicable law.

The Trustee may appoint an authenticating agent (the "Authentication Agent") reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An Authentication Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.03. Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Notes may be presented for payment (the "Paying Agent"). The Issuer will also maintain a transfer agent (the "Transfer Agent") in connection with the Notes. The Issuer shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, the City of New York. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-Registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. Other than for the purposes of effecting a redemption or an offer to purchase in accordance with Article III or in connection with a Legal Defeasance, Covenant Defeasance or the satisfaction and discharge of this Indenture pursuant to Section 10.01 (" Satisfaction and Discharge "), the Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any Registrar and Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.

The Issuer initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes.

The Issuer initially appoints Deutsche Bank Trust Company Americas to act as the Registrar, Transfer Agent and Paying Agent and to act as Notes Custodian with respect to the Global Notes.

SECTION 2.04. Paying Agent to Hold Money in Trust. The Issuer shall require each Paying Agent other than Deutsche Bank Trust Company Americas to agree in writing that such Paying Agent shall hold, in trust for the benefit of the Holders or the Trustee, all money held by such Paying Agent for the payment of principal of, premium and Additional Amounts, if any, or interest on, the Notes and shall notify the Trustee in writing of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by the Paying Agent to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or any of its Subsidiaries) shall have no further liability for the money. If the Issuer or any of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy, reorganization or similar proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable, the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer, on its own

behalf and on behalf of any Guarantors, shall furnish to the Trustee, in writing, at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.06. Transfer and Exchange. (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchangeable by the Issuer for Certificated Notes if:

(1) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor Depositary;

(2) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary requests such an exchange.

Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Certificated Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 (" Replacement Notes ") and 2.10 (" Temporary Notes "). Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06(a) or Section 2.07 (" Replacement Notes ") or 2.10 (" Temporary Notes "), shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided , however , beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) (" Transfer and Exchange ").

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act or applicable law. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same

Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this subparagraph (1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) (" Transfer and Exchange ") above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Certificated Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Certificated Note shall be registered to effect the transfer or exchange referred to in clause (1) immediately above.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g).

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) (" Transfer and Exchange ") above and the Registrar receives the following:

(A) If the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) (" Transfer and Exchange ") above and the Registrar receives the following:

(A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; or

(B) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof,

and, in each such case, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act and that the Private Placement Legend may be removed from the Note.

If any such transfer is effected pursuant to this subparagraph (4) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 (" Execution and Authentication; Additional Notes "), the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this subparagraph (4). Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(1) Beneficial Interests in Restricted Global Notes to Restricted Certificated Notes. If in accordance with Section 2.06(a) (" Transfer and Exchange ") a beneficial interest in a Restricted Global Note is to be exchanged for a Restricted Certificated Note or transferred to a Person who takes delivery thereof in the form of a Restricted Certificated Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Certificated Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Issuer shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver to the Person designated in the instructions a Certificated Note in the appropriate principal amount. Any Certificated Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Certificated Notes to the Persons in whose names such Notes are so registered. Any Certificated Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Restricted Global Notes to Unrestricted Certificated Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Certificated Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated Note after the applicable Resale Restriction Termination Date only if the Registrar receives the following:

(A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Certificated Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; or

(B) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Certificated Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Certificated Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Certificated Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2), the Trustee will cause the aggregate principal amount of the

applicable Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Certificated Note in the appropriate principal amount. Any Certificated Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Certificated Notes to the Persons in whose names such Notes are so registered. Any Certificated Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

(d) Transfer and Exchange of Certificated Notes for Beneficial Interests.

(1) Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof;

(B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Certificated Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a

certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the Rule 144A Global Note and, in the case of clause (C) above, the Regulation S Global Note.

(2) Restricted Certificated Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Certificated Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note after the applicable Resale Restriction Termination Date only if the Registrar receives the following:

(A) if the Holder of such Certificated Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(c) thereof; or

(B) if the Holder of such Certificated Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

Upon satisfaction of the conditions in this Section 2.06(d)(2), the Trustee will cancel the Certificated Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Certificated Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Certificated Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the

applicable Unrestricted Certificated Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Certificated Note to a beneficial interest is effected pursuant to subparagraphs (2) or (3) of this Section 2.06(d) at a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 (" Execution and Authentication; Additional Notes "), the Trustee will authenticate, one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Certificated Notes so transferred.

(e) Transfer and Exchange of Certificated Notes for Certificated Notes. Upon request by a Holder of Certificated Notes and such Holder's compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Certificated Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Certificated Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1) Restricted Certificated Notes to Restricted Certificated Notes. Any Restricted Certificated Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Certificated Note if the Registrar receives the following:

(A) If the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act (other than those listed in subparagraphs (A) and (B) of this clause (1)), then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2) Restricted Certificated Notes to Unrestricted Certificated Notes. Any Restricted Certificated Note may be exchanged by the Holder thereof for an Unrestricted Certificated Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Certificated Note after the

applicable Resale Restriction Termination Date only if the Registrar receives the following:

(A) if the Holder of such Restricted Certificated Notes proposes to exchange such Notes for an Unrestricted Certificated Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(d) thereof; or

(B) if the Holder of such Restricted Certificated Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act and that the Private Placement Legend may be removed from the Note, and such other documents as the Registrar may reasonably request.

(3) Unrestricted Certificated Notes to Unrestricted Certificated Notes. A Holder of Unrestricted Certificated Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Certificated Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Certificated Notes pursuant to the instructions from the Holder thereof.

(f) Legends. The following legends will appear on the face of all Global Notes and Certificated Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) of this Section 2.06(f), each Global Note and each Certificated Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR

UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS, IN THE CASE OF RULE 144A NOTES: ONE YEAR AND IN THE CASE OF REGULATION S NOTES: 40 DAYS, AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN THE CASE OF REGULATION S NOTES : BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

(B) Notwithstanding the foregoing, any Global Note or Certificated Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO

SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO

SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(g) Cancelation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Certificated Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 (" Cancelation "). At any time prior to such cancelation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Certificated Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such

Global Note by the Trustee or by the Notes Custodian at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Notes Custodian at the direction of the Trustee to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges of Notes.

(1) To permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Global Notes and Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 (" Execution and Authentication; Additional Notes ") or at the Registrar's request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Certificated Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.10 (" Temporary Notes "), 3.06 (" Notes Redeemed or Purchased in Part "), 4.18 (" Offer to Repurchase Upon Change of Control "), 4.19 (" Asset Sales "), and 9.04 (" Notation on or Exchange of Notes ")).

(3) The Registrar will not be required to register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

(5) None of the Registrar, the Trustee or the Issuer will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 (" Selection of Notes to be Redeemed or Purchased ") and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, the Paying Agent, the Registrar or the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Notes and for all other purposes whatsoever, whether or not such Notes are overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(7) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.02 (" Execution and Authentication; Additional Notes ").

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(9) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.

(10) Neither the Trustee nor the Registrar shall have any responsibility or obligation to any Participant or Indirect Participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect Participant or other Person (other than the Depositary or any registered Holder) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes, by or through the Depositary. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee and the Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants or Indirect Participants.

(11) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or Indirect Participants in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this

Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.07. Replacement Notes. If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee and any Agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for their expenses in replacing a Note, including reasonable fees and expenses of counsel and the Trustee's reasonable fees and expenses. In the event of any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof.

Every replacement Note is an obligation of the Issuer and shall be entitled to all the benefits of this Indenture equally and proportionately with all other Notes duly issued under this Indenture.

SECTION 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancelation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions of this Indenture, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 (" Treasury Notes "), a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; provided, however , that Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(c) (" Optional Redemption ").

If a Note is replaced pursuant to Section 2.07 (" Replacement Notes "), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer.

If the entire principal amount and premium, if any, of any Note is considered paid under Section 4.01 (" Payment of Notes "), it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

SECTION 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Person directly or indirectly

controlling or controlled by or under direct or indirect common control with the Issuer, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in conclusively relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers' Certificate listing and identifying all Notes, if any, known by the Issuer to be owned or held by or for the account of any of the above described Persons, and the Trustee shall be entitled to accept and rely upon such Officers' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any determination.

SECTION 2.10. Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes, but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall, upon receipt of an Authentication Order, authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

SECTION 2.11. Cancelation. The Issuer at any time may deliver Notes to the Registrar for cancelation. The Trustee and Paying Agent shall forward to the Registrar any Notes surrendered to them for registration of transfer, exchange or payment. The Registrar and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancelation and will dispose of canceled Notes (subject to the record retention requirement of the Exchange Act and the Trustee) in accordance with its customary procedure. Evidence of the destruction or cancelation of all canceled Notes shall be delivered to the Issuer upon written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Registrar for cancelation.

SECTION 2.12. Default Interest. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal, premium, if any, and interest (without regard to any applicable grace period) from time to time on demand at the rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful to the Persons who are Holders on a subsequent Special Record Date (as defined below), in each case at the rate provided in the Notes and consistent with Section 4.01 (" Payment of Notes ") ("Default Interest"). The Issuer shall notify the Trustee in writing of the amount of Default Interest proposed to be paid on each Note and the date of the proposed payment (the "Special Interest Payment Date"). The Issuer shall fix or cause to be fixed a record date (the "Special Record Date") for the payment of such Default Interest; provided that no such Special Record Date may be less than 10 days prior to the related Special Interest Payment Date. At least 15 days before the Special Record Date, the Issuer (or, upon the

written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be sent to Holders a notice that states the Special Record Date, the related Special Interest Payment Date and the amount of such interest to be paid. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Default Interest, or with respect to the nature, extent or calculation of the amount of Default Interest owed.

SECTION 2.13. Persons Deemed Owners. The Holder of a Note may be treated as its owner for all purposes. Only Holders have rights under this Indenture and the Notes.

SECTION 2.14. Interest Payment Date; Record Date. Interest on outstanding Notes will accrue at the rate of 7.25% per year and will be payable semiannually in arrears on April 1 and October 1 of each year, commencing on October 1, 2014 (each, an "Interest Payment Date"). The Issuer shall make each interest payment to the Holders of record on the immediately preceding March 15 and September 15 (each, a "Record Date"). Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If a payment date is not a Business Day at a place of payment, payment may be made at that place on the next succeeding Business Day, and no interest shall accrue on such payment for the intervening period.

ARTICLE III

Redemption and Purchase

SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 (" Optional Redemption ") or Section 3.08 (" Optional Redemption for Changes in Withholding Taxes "), it must furnish to the Trustee, at least 35 days (unless the Trustee permits a shorter period) but not more than 60 days before a Redemption Date, an Officers' Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

(2) the Record Date, if any, for the redemption and the applicable Redemption Date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price.

SECTION 3.02. Selection of Notes to Be Redeemed or Purchased. If less than all the Notes are to be redeemed or purchased in an offer to purchase at any time, the Registrar will select Notes for redemption or purchase on a pro rata basis, by lot to the extent practicable or by such other method in accordance with the applicable

procedures of the Depositary, unless otherwise required by law or applicable stock exchange or Depositary requirements.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 (unless the Registrar permits a shorter period) nor more than 60 days prior to the Redemption Date or purchase date by the Registrar from the outstanding Notes not previously called for redemption or purchase.

The Registrar shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a Redemption Date, the Issuer shall mail, or cause to be mailed by first class mail, a notice of redemption (or such notice shall otherwise be given in accordance with the procedures of the Depositary) to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles VIII or X hereof. For Notes which are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear or Clearstream for communication to entitled account holders in substitution for the aforesaid mailing.

The notice shall identify the Notes (including the CUSIP numbers) to be redeemed and shall state:

(1) the Record Date, if any, and the Redemption Date for such redemption;

(2) the redemption price or, if the redemption price is not then determinable, the manner in which it is to be determined;

(3) if the Notes are being redeemed in part:

(A) If less than all the Notes are to be redeemed at any time, the Registrar shall select Notes for redemption on a pro rata basis, by lot to the extent practicable or by such other method in accordance with the applicable procedures of the Depositary, unless otherwise required by law or applicable stock exchange or Depositary requirements, and in any case,

in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof; and

(B) the portion of the principal amount of such Notes to be redeemed and that, after the Redemption Date upon surrender of such Notes, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancelation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8) a description of any conditions to the Issuer's obligations to complete the redemption; and

(9) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Issuer's request, the Registrar shall give the notice of redemption in the Issuer's name and at its expense; provided , however , that the Issuer has delivered to the Registrar, at least five Business Days prior to the date such notice is to be delivered to the Holders, an Officers' Certificate requesting that the Registrar give such notice and setting forth the information to be stated in such notice as provided in this Section 3.03 above and attaching a final form of such notice to be delivered to the Holders.

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is sent in accordance with Section 3.03 (" Notice of Redemption "), Notes called for redemption become irrevocably due and payable on the applicable Redemption Date at the applicable redemption price, subject to any conditions specified in the notice of redemption. On and after a redemption date, interest shall cease to accrue on such Notes or portion of them called for redemption. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption or Purchase Price. No later than 10:00 a.m. New York City time on the Redemption Date or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest and Additional Amounts, if any, on all Notes to be redeemed or purchased on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Registrar for cancelation. The Trustee or the Paying Agent shall promptly return to the

Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest, if any, and Additional Amounts, if any, on all Notes to be redeemed or purchased. The Trustee or Paying Agent shall inform the Issuer of the existence of such amounts as reasonably practicable after such excess amounts are deposited with the Trustee or Paying Agent.

If the Issuer complies with the provisions of the preceding paragraph, on and after the Redemption Date or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date or purchase date until such principal is paid, and to the extent lawful, on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 (" Payment of Notes ").

SECTION 3.06. Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. In the case of a Global Note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof.

SECTION 3.07. Optional Redemption. (a) Except as set forth in clauses (b), (c) and (d) of this Section 3.07 or as provided in Section 3.08, the Notes shall not be redeemable at the option of the Issuer.

(b) On or after April 1, 2017, the Issuer may redeem the Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the periods indicated below:

For the Period Below	Percentage
From April 1, 2017 to March 31, 2018	105.438%
From April 1, 2018 to September 30, 2018	102.719%
October 1, 2018 and thereafter	100.000%

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.

(c) At any time prior to April 1, 2017, the Issuer may, at its option, redeem up to 35% of the aggregate original principal amount of Notes issued under this Indenture (including Additional Notes), at one time or from time to time, at a redemption price equal to 107.25% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in an amount not greater than the net cash proceeds received by the Issuer from one or more Equity Offerings; provided that (i) at least 65% of the aggregate original principal amount of Notes issued under this Indenture (including Additional Notes, but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

(d) In addition, at any time prior to April 1, 2017, the Issuer may, at its option, redeem the Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the outstanding principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 (" Notices to Trustee ") through 3.06 (" Notes Redeemed or Purchased in Part ").

SECTION 3.08. Optional Redemption for Changes in Withholding Taxes. (a) The Issuer may redeem the Notes, at its option, at any time in whole, but not in part, upon not less than 30 nor more than 60 days' notice to the Holders, at a redemption price equal to 100% of the outstanding principal amount of Notes, plus accrued and unpaid interest (if any) to the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in the event that the Issuer determines in good faith that the Issuer or any Guarantor (if any) has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, or the Note Guarantees, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Issuer or the relevant Guarantor (if any), as applicable (including making payment through a Paying Agent located in another jurisdiction), as a result of (i) a change in or an amendment to the laws or treaties (including any regulations or rulings promulgated thereunder) of any Specified Tax Jurisdiction affecting taxation, which change or amendment is announced or becomes effective on or after the date of this Indenture or (ii) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, treaties, regulations or rulings

(including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date of this Indenture.

(b) Notwithstanding the foregoing, no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor (if any), as applicable, would be obligated to pay Additional Amounts if a payment in respect of the Notes or any applicable Note Guarantees were then due. Before the Issuer publishes, mails or delivers a notice of redemption of the Notes as described above, the Issuer shall deliver to the Trustee and Paying Agent (i) an Officers' Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred and (ii) an opinion of independent legal counsel of recognized standing satisfactory to the Trustee and the Paying Agent that the Issuer or any Guarantor has or will become obligated to pay Additional Amounts as a result of the circumstances referred to in Section 3.08(a)(i) or Section 3.08(a)(ii).

(c) The Trustee and Paying Agent shall accept and shall be entitled to conclusively rely upon the Officers' Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they shall be conclusive and binding on the Holders.

(d) Any redemption pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 (" Notices to Trustee ") through 3.06 (" Notes Redeemed or Purchased in Part ").

ARTICLE IV

Covenants

SECTION 4.01. Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest and Additional Amounts, if any, on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if any, and interest and Additional Amounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds, as of 10:00 a.m. New York City time on the due date, money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest and Additional Amounts, if any, then due.

SECTION 4.02. Maintenance of Office or Agency. The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required office or agency or

fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 (" Registrar, Transfer Agent and Paying Agent ").

SECTION 4.03. Corporate Existence. Except as otherwise permitted by Article V, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1) its corporate existence and the corporate, partnership or other existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary; and

(2) the material rights (charter or statutory), licenses and franchises of the Issuer and each Restricted Subsidiary;

provided , however , that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Restricted Subsidiary, if the Board of Directors of the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole.

SECTION 4.04. Compliance Certificate. (a) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, which, as of the date of this Indenture, occurs on December 31, an Officers' Certificate signed by the principal financial officer, the principal accounting officer or the principal executive officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her actual knowledge the Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture applicable to the Issuer and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, or interest, if any,

on, the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer is taking or proposes to take with respect thereto.

(b) So long as any of the Notes are outstanding, the Issuer shall deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 4.05. Taxes. The Issuer shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

SECTION 4.06. Stay, Extension and Usury Laws. The Issuer and each of the Guarantors (if any) covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (if any) (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.07. Restricted Payments. (a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of Equity Interests of the Issuer or any Restricted Subsidiary (including, without limitation, any payment in connection with any merger, consolidation or amalgamation involving the Issuer or any of the Restricted Subsidiaries) or to the direct or indirect holders of the Issuer's or any of the Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuer and other than dividends or distributions payable to the Issuer or any Restricted Subsidiary);

(2) purchase, repurchase, redeem, retire or otherwise acquire for value (including, without limitation, in connection with any merger, consolidation or amalgamation involving) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any Person (other than Equity Interests held by the Issuer or any Restricted Subsidiary) or any Equity Interests of any Restricted Subsidiary held by an affiliate of the Issuer (other than Equity Interests held by the Issuer or any Restricted Subsidiary) (in each case other than in exchange for Equity Interests of the Issuer that is not Disqualified Stock);

(3) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Issuer and any of the Restricted Subsidiaries), except the purchase, repurchase, redemption, defeasance or other acquisition of such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year after the date of purchase, repurchase, redemption, defeasance or acquisition, and the payment of principal of such Indebtedness at the Stated Maturity thereof; or

(4) make any Restricted Investment,

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

(i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(ii) the Issuer could Incur, at the time of such Restricted Payment and after giving pro forma effect thereto, at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in

Section 4.08(a) (" Incurrence of Indebtedness and Issuance of Preferred Stock "); and

(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2) through (5) and (7) through (15) of Section 4.07(b)), is less than the sum, without duplication, of:

(A) 50% of the Issuer's Consolidated Net Income on a consolidated basis for the period (taken as one accounting period) from the first day of the fiscal quarter during which the Issue Date occurs and ending on the last day of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds or the Fair Market Value of assets other than cash, in each case, received by the Issuer or any Restricted Subsidiary from any Person other than the Issuer or any of its Subsidiaries since the Issue Date as a contribution to its common equity capital or from the issue or sale of the Issuer's Equity Interests (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt

securities of the Issuer, in each case that have been converted into or exchanged for Equity Interests (other than Disqualified Stock) of the Issuer (other than Equity Interests, Disqualified Stock or debt securities sold to a Restricted Subsidiary of the Issuer); plus

(C) to the extent that any Restricted Investment that was made after the Issue Date is sold or disposed of for cash or Cash Equivalents or otherwise cancelled, liquidated or repaid for cash or Cash Equivalents, the lesser of (i) the return of capital received in cash or Cash Equivalents with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(D) to the extent that any Unrestricted Subsidiary designated as such after the Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, the lesser of (i) the Fair Market Value of the Restricted Investment made by the Issuer or any of the Restricted Subsidiaries in such Subsidiary as of the date of such redesignation and (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Issue Date; plus

(E) $50.0 million.

(b) Section 4.07(a) will not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (iii)(B) of Section 4.07(a);

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Restricted Subsidiary that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent Incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary that is not a wholly owned Subsidiary of the Issuer to holders of minority interests in

its Equity Interests on a pro rata basis or on a basis more favorable to the Issuer or its Restricted Subsidiaries;

(5) so long as no Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or Disqualified Stock or Preferred Stock of any Restricted Subsidiary issued after the Issue Date in accordance with the Consolidated Interest Coverage Ratio test set forth in Section 4.08(a) (" Incurrence of Indebtedness and Issuance of Preferred Stock ");

(6) so long as the aggregate principal amount of the Consolidated Total Indebtedness of the Issuer and the Restricted Subsidiaries does not exceed 75% of the sum of the Completed Drilling Equipment Value and the Contracted Drilling Equipment Value at such time and no Default or Event of Default has occurred or is continuing, the making of any Restricted Payment in an aggregate amount, together with all other Restricted Payments made under this clause (6), not exceeding the aggregate amount of Excess Specified Vessel Proceeds;

(7) cash payments in lieu of the issuance of fractional shares, or payments to dissenting stockholders (a) pursuant to applicable law or (b) in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets in connection with a transaction that is not prohibited by this Indenture;

(8) so long as no Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary held by any current or former officer, director or employee of the Issuer or any Restricted Subsidiary pursuant to any equity subscription agreement, employee stock ownership plan or similar trust, shareholders' agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any calendar year (with any portion of such $5.0 million amount that is unused in any calendar year to be carried forward to successive calendar years and added to such amount);

(9) the purchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the exercise or conversion of stock options, warrants, rights to acquire Equity Interests or other convertible securities, to the extent such Equity Interests represent a portion of the exercise or conversion price thereof or the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Issuer or any Restricted Subsidiary held by any current or former officers, directors or employees of the Issuer or any Restricted Subsidiary in connection with the exercise or vesting of any equity compensation (including, without limitation, stock options, restricted stock and phantom stock) in order to satisfy any tax withholding obligation with respect to such exercise or vesting;

(10) any purchase, redemption, defeasance or other acquisition or retirement of any Indebtedness subordinated to the Notes or any applicable Note Guarantees from proceeds of an Asset Sale or in the event of a Change of Control, in each case only if prior to or simultaneously with such purchase, redemption, defeasance or other acquisition or retirement, the Issuer or any Restricted Subsidiary has made an Asset Sale Offer or Change of Control Offer, as applicable, as provided in this Indenture and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Asset Sale Offer or Change of Control Offer in accordance with the requirements of this Indenture;

(11) any Restricted Payment (other than a Restricted Payment made in cash or Cash Equivalents) deemed to be made in connection with or as a result of completing an MLP Formation Transaction consummated in compliance with Section 4.19 ("Asset Sales") or that otherwise constitutes a Qualified MLP Asset Transfer;

(12) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Restricted Payment so long as, after giving effect thereto, including the use of proceeds therefrom, the Consolidated Total Leverage Ratio of the Issuer shall not exceed 3.0 to 1.0;

(13) so long as no Event of Default has occurred and is continuing, any other Restricted Payment in an aggregate amount, together with all other Restricted Payments made under this clause (13), that does not exceed the greater of (x) $150.0 million and (y) 5.0% of Net Tangible Assets at such time;

(14) any Restricted Payment to ORP (Ventures) or any of the ORP (Ventures) Subsidiaries in an amount not to exceed the amount of net proceeds of an ORP (Ventures) IPO on the date of an ORP (Ventures) IPO or the net proceeds of the sale of common units of ORP (Ventures) in a bona fide public offering for cash, in each case received by the Issuer or a Restricted Subsidiary; provided that the proceeds of any such Restricted Payment are used by Ocean Rig Operating LP (or an ORP (Ventures) Subsidiary thereof) to prepay outstanding Indebtedness; and

(15) the payment of any dividend or distribution by a Restricted Subsidiary to an MLP or MLP Entity in respect of Equity Interests of such Restricted Subsidiary that are held by such MLP or MLP Entity in an aggregate amount, together with all other dividends or distributions made under this clause (15), that does not exceed $25.0 million.

(c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined by the

Board of Directors of the Issuer whose resolution with respect thereto will be delivered to the Trustee. For purposes of determining compliance with this Section 4.07 in the event that a Restricted Payment meets the criteria of more than one of the applicable categories of Restricted Payments in Sections 4.07(a) or clauses (1) through (15) of Section 4.07(b) or as a Permitted Investment, the Issuer will be permitted to divide or classify (or later divide, classify or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner that complies with this Section 4.07.

SECTION 4.08. Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "Incur," "Incurrence," "Incurred" and "Incurring" shall have meanings correlative to the foregoing), any Indebtedness (including Acquired Debt) or issue any Disqualified Stock, and the Issuer will not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided , however , that the Issuer or any Restricted Subsidiary may Incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Restricted Subsidiary may issue Preferred Stock, if, immediately after giving pro forma effect to the Incurrence of such Indebtedness or the issuance of such Disqualified Stock or Preferred Stock and the receipt and application of the net proceeds thereof, the Consolidated Interest Coverage Ratio of the Issuer for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.0 to 1.0.

(b) Section 4.08(a) will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness under one or more Credit Facilities Incurred (a) in connection with the financing of the business and operations of the Issuer and its Restricted Subsidiaries, including all or any part of the purchase price, lease expense, charter expense, rental payments or cost of design, construction, installation or improvement of Drilling Equipment used in the Permitted Business, whether through the charter of, leasing of or the direct purchase of, or of the Capital Stock of any Person owning, such Drilling Equipment (including any Indebtedness deemed to be Incurred in connection with such purchase) (it being understood that any such Indebtedness may be Incurred after the acquisition, purchase, charter or leasing or the construction, installation or the making of any improvement with respect to any such Drilling Equipment) or (b) to refinance Indebtedness otherwise Incurred pursuant to this clause (1); provided that, after giving pro forma effect to the Incurrence of such Indebtedness and the application of the proceeds thereof (including any related purchase of Drilling Equipment), the aggregate principal amount of the Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries shall not exceed the greater of (x) $550.0 million multiplied by the number of Vessels that are either Qualified Vessels or Contracted Vessels and (y) the sum of (i) 75% of the Completed Drilling

Equipment Value at such time and (ii) 75% of the Contracted Drilling Equipment Value at such time;

(2) the Incurrence by (a) the Issuer and any Guarantor of Indebtedness represented by the Notes (other than Additional Notes) and any related Note Guarantees and (b) the Issuer or any Restricted Subsidiary of Existing Indebtedness;

(3) the Incurrence by the Issuer or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, any Indebtedness (other than intercompany Indebtedness) that was permitted to be Incurred under Section 4.08(a) or clause (2), this clause (3) or clause (10) of this Section 4.08(b);

(4) the Incurrence by the Issuer or any Restricted Subsidiary of intercompany Indebtedness between or among the Issuer and the Restricted Subsidiaries; provided , however , that:

(A) if the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or any Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes or the relevant Note Guarantee, as applicable; and

(B) upon any (i) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary, or (ii) sale or other transfer of any such Indebtedness to a Person that is not the Issuer or a Restricted Subsidiary, the exception provided by this clause (4) shall no longer be applicable to such Indebtedness and such Indebtedness will be deemed to have been Incurred at the time of any such issuance or transfer;

(5) the Incurrence by the Issuer or any Restricted Subsidiary of Hedging Obligations in the ordinary course of business and not for speculative purposes;

(6) the guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or a Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 4.08; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes or a Note Guarantee, then the guarantee shall be subordinated or pari passu , as applicable, to the same extent as the Indebtedness guaranteed;

(7) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness in respect of workers' compensation claims, self-insurance obligations, bankers' acceptances, and performance and surety bonds or other Indebtedness of a like nature, in each case in the ordinary course of business;

(8) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(9) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in each case, Incurred in connection with the acquisition or disposition of any business, assets or the Capital Stock of a Subsidiary, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or the Capital Stock of a Subsidiary for the purpose of financing such acquisition; provided, however , that, in the case of a disposition, the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds (including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value)) actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition;

(10) Indebtedness of any Person Incurred and outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Issuer or any Restricted Subsidiary (other than Indebtedness Incurred (a) to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Issuer or a Restricted Subsidiary or (b) otherwise in connection with or contemplation of such acquisition); provided , however , with respect to this clause (10), that at the time of such acquisition or other transaction pursuant to which such Indebtedness is deemed to be Incurred, (x) the Issuer could Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 4.08(a), after giving pro forma effect to such acquisition or other transaction or (y) the Consolidated Interest Coverage Ratio would not be less than it was immediately prior to giving effect to such acquisition or other transaction;

(11) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness through the provision of bonds, guarantees, letters of credit or similar instruments required by the United States Federal Maritime Commission or any other governmental or regulatory agencies, foreign or domestic, including, without limitation, customs authorities; in each case, for Vessels owned, operated or chartered by, or in the ordinary course of business of, the Issuer or any of its Restricted Subsidiaries;

(12) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness in the form of customer deposits and advance payments received in the ordinary course of business from customers for services purchased in the ordinary course of business; and

(13) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness not otherwise permitted pursuant to clauses (1) through (12) above that, together with any other Indebtedness Incurred pursuant to this clause (13) and then outstanding, has an aggregate principal amount (or accreted value, as applicable) not to exceed the greater of (x) $100.0 million and (y) 3.50% of Net Tangible Assets at such time.

(c) For purposes of determining compliance with this Section 4.08, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) of Section 4.08(b), or is entitled to be Incurred pursuant to Section 4.08(a), the Issuer or the applicable Restricted Subsidiary will be permitted to classify such item of Indebtedness (or any portion thereof) on the date of its Incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.08. The accrual of interest or Preferred Stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Preferred Stock or Disqualified Stock in the form of additional shares of the same class of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness or an issuance of Preferred Stock or Disqualified Stock for purposes of this Section 4.08. Further, the reclassification of any lease or other liability of the Issuer or any Restricted Subsidiary as Indebtedness due to a change of accounting principles after the Issue Date will not be deemed an incurrence of Indebtedness for purposes of this Section 4.08.

(d) For purposes of determining compliance with this Section 4.08, the amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Indebtedness of the other Person.

(e) For purposes of determining compliance with any dollar-denominated restriction on the Incurrence of Indebtedness, the Dollar Equivalent of the principal amount of Indebtedness denominated in another currency will be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of Indebtedness Incurred under a revolving credit facility; provided that (1) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than dollars, and such refinancing would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced and (2) the Dollar Equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date will be calculated based on the relevant currency exchange rate in effect on the Issue Date.

(f) Notwithstanding any other provision of this Section 4.08, the maximum amount of Indebtedness that the Issuer or the applicable Restricted Subsidiary may Incur pursuant to this Section 4.08 shall be deemed not to be exceeded solely as a result of fluctuations in exchange rates or currency values.

SECTION 4.09. Liens. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or assume any Lien (other than Permitted Liens) of any kind against any assets of the Issuer or any Restricted Subsidiary, which Lien secures Indebtedness, unless the Notes are equally and ratably secured with (or prior to) such Indebtedness secured by such Lien for so long as such Indebtedness is so secured.

SECTION 4.10. Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or permit to become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiaries to:

(1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of the Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of the Restricted Subsidiaries.

(b) Section 4.10(a) will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Indebtedness as in effect on the Issue Date;

(2) restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by this Indenture;

(3) this Indenture and the Notes;

(4) applicable law, rule, regulation or order;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;

(6) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(7) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in Section 4.10(a)(3);

(8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the assets of any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(9) Liens permitted to be Incurred under Section 4.09 (" Liens ") that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

(11) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

(12) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (3), (5) and (7) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such

amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(13) any encumbrance or restriction contained in the terms of any Indebtedness that is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock ") or any agreement pursuant to which such Indebtedness was issued; provided that, at the time such Indebtedness is Incurred, either (a) such encumbrance or restriction is customary for financings of the same type, and such restrictions would not reasonably be expected to materially impair the Issuer's ability to make scheduled payments of interest and principal on the Notes when due, as determined in good faith by a Financial Officer or (b) restrictions therein are not materially more restrictive, taken as a whole, than those contained in (i) this Indenture, the Notes or any applicable Note Guarantees or (ii) the agreements governing Existing Indebtedness as in effect on the Issue Date, as determined in good faith by a Financial Officer; and

(14) encumbrances or restrictions of the nature described in Section 4.10(a)(3) with respect to property under a charter, lease or other agreement that has been entered into in the ordinary course for the employment, charter or other hire of such property.

SECTION 4.11. Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer and any Restricted Subsidiary (each, an "Affiliate Transaction") involving, with respect to any such transaction or series of related transactions, payments or consideration in excess of $1.0 million, unless:

(1) the Affiliate Transaction is on terms that are either (a) no less favorable to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm's-length transaction by the Issuer or such Restricted Subsidiary with a Person that is not an Affiliate of the Issuer and any Restricted Subsidiary or (b) if in the good faith judgment of a Financial Officer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or the relevant Restricted Subsidiary from a financial point of view; and

(2) the Issuer obtains:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a resolution of the Board of Directors of the Issuer set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.11 and

that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Issuer; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion issued to the Board of Directors of the Issuer by an accounting, appraisal or investment banking firm of international standing or generally recognized in the shipping or offshore drilling industries as qualified to perform the tasks for which such firm has been engaged as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view or that the terms of such Affiliate Transaction are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm's-length transaction by the Issuer or such Restricted Subsidiary with a Person that is not an Affiliate of the Issuer and any Restricted Subsidiary.

(b) For the avoidance of doubt, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration of $25.0 million or less, the determination that such Affiliate Transaction or series of Affiliate Transactions complies with this Section 4.11 may be made by a Financial Officer.

(c) The following items will not be deemed to be Affiliate Transactions, as applicable, and, therefore, will not be subject to Section 4.11(a):

(1) any management agreement for the provision of vessel management services in the ordinary course of business and in line with industry standards and any payments thereunder that shall have been approved by a majority of the disinterested members of the Board of Directors of the Issuer or, following the consummation of a Qualified MLP IPO, such arrangements are consistent with those that are customarily entered into with Affiliates by companies that have undertaken a transaction similar to a Qualified MLP IPO, as determined in good faith by the majority of the disinterested members of the Board of Directors of the Issuer;

(2) any employment agreement, employee benefit plan, compensation plan or arrangement, officer or director indemnification agreement or any similar arrangement entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(3) payment of reasonable directors' fees to directors of the Issuer or any Restricted Subsidiary;

(4) transactions solely between or among the Issuer and/or any of its Restricted Subsidiaries;

(5) the issuance or sale of Equity Interests (other than Disqualified Stock) of the Issuer to, or receipt of capital contributions from, Affiliates of the Issuer;

(6) loans or advances to employees of the Issuer (including of any Restricted Subsidiary) in the ordinary course of business not to exceed $7.5 million in the aggregate at any one time outstanding;

(7) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(8) Restricted Payments (including as Permitted Investments) that do not violate Section 4.07 (" Restricted Payments ");

(9) transactions between the Issuer or any of its Restricted Subsidiaries and any Person that would not otherwise constitute an Affiliate Transaction except for the fact that a director of such other Person is also a director of the Issuer or such Restricted Subsidiary, as applicable; provided that such director abstains from voting as a director of the Issuer or such Restricted Subsidiary, as applicable, on any matter involving such other Person;

(10) any agreement as in effect on the Issue Date or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not, taken as a whole, less favorable in any material respect to the Holders);

(11) the Transactions and all fees and expenses paid or payable in connection therewith;

(12) the granting and performance of registration rights for the Issuer's securities;

(13) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Issuer or the Restricted Subsidiaries or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person, in each case, as determined in good faith by the Issuer's Board of Directors or a member of the Issuer's senior management;

(14) a Qualified MLP IPO and transactions related thereto and MLP Formation Transactions and transactions related thereto, so long as the MLP Asset Transfers related to the foregoing are consummated in compliance with Section 4.19 (" Asset Sales ") or otherwise constitute a Qualified MLP Asset Transfer; and

(15) transactions in the ordinary course of business solely between the Issuer or a Restricted Subsidiary and a Local Content Subsidiary.

SECTION 4.12. Business Activities. The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Issuer and the Restricted Subsidiaries taken as a whole.

SECTION 4.13. Future Note Guarantees. If, after the Issue Date, in connection with the incurrence of any Indebtedness by the Issuer or any Restricted Subsidiary (after giving effect to such incurrence and the application of the proceeds therefrom), any Restricted Subsidiary of the Issuer has outstanding Priority Indebtedness (other than Priority Indebtedness that is secured by Permitted Liens) and the amount of aggregate consolidated Priority Indebtedness of the Issuer and its Restricted Subsidiaries exceeds the Priority Indebtedness Amount, then the Issuer shall, within 180 days of such incurrence, either (a) cause each Restricted Subsidiary that has outstanding Priority Indebtedness (other than Priority Indebtedness that is secured by Permitted Liens) to execute a supplemental indenture, substantially in the form of Exhibit D hereto, pursuant to which such Restricted Subsidiary will become a Guarantor or (b) cause one or more of its Restricted Subsidiaries to execute a supplemental indenture pursuant to which such Restricted Subsidiary or Restricted Subsidiaries will become a Guarantor, such that after giving effect to the Note Guarantees in this clause (b) the amount of consolidated Priority Indebtedness of the Issuer and its Restricted Subsidiaries shall no longer exceed the Priority Indebtedness Amount; provided , however , that a Restricted Subsidiary shall not be required to become a Guarantor pursuant to clause (a) or (b) above if such Restricted Subsidiary has outstanding Priority Indebtedness (other than Priority Indebtedness that is secured by Permitted Liens) of less than $10.0 million in the aggregate.

SECTION 4.14. Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if:

(1) the Issuer could make the Restricted Payment (including as a Permitted Investment) which is deemed to occur upon such designation under Section 4.07 (" Restricted Payments ") equal to the Fair Market Value of all outstanding Investments owned by the Issuer and the Restricted Subsidiaries in such Subsidiary at the time of such designation;

(2) such Restricted Subsidiary meets the definition of an "Unrestricted Subsidiary";

(3) the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default and no Default or Event of Default would be in existence following such designation; and

(4) the Issuer delivers to the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 (" Restricted Payments ").

(b) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 (" Restricted Payments ") or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer.

(c) If, at any time, any Unrestricted Subsidiary designated as such would fail to meet the preceding requirements as an Unrestricted Subsidiary or any other Unrestricted Subsidiary would fail to meet the definition of an "Unrestricted Subsidiary," then such Subsidiary will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date.

(d) (The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary if:

(1) the Issuer and the Restricted Subsidiaries could Incur the Indebtedness which is deemed to be Incurred upon such designation under Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock "), equal to the total Indebtedness of such Subsidiary calculated on a pro forma basis as if such designation had occurred on the first day of the four-quarter reference period;

(2) the designation would not constitute or cause a Default or Event of Default; and

(3) the Issuer delivers to the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions, including the Incurrence of Indebtedness under Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock ").

SECTION 4.15. Payments for Consent. The Issuer shall not, and shall not permit any of the Restricted Subsidiaries or any of their respective Affiliates to, directly or indirectly, pay or cause to be paid any cash consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

SECTION 4.16. Reports. (a) (1) Whether or not the Issuer is then subject to Section 13(a) or 15(d) of the Exchange Act, the Issuer shall furnish to the Trustee and the Holders, so long as any Notes are outstanding:

(i) within 75 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports on Form 6-K (or any successor form)

containing the Issuer's unaudited quarterly financial statements on a combined or consolidated basis, as the case may be, and as otherwise consistent with GAAP (including a balance sheet and statement of income, changes in stockholders' equity and cash flow) and a Management's Discussion and Analysis of Financial Condition and Results of Operations (the "MD&A") (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year);

(ii) within 135 days after the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein (including the Issuer's audited financial statements on a combined or consolidated basis, as the case may be, and as otherwise consistent with GAAP, a report thereon by the Issuer's certified independent accountants and an MD&A) for such fiscal year; and

(iii) at or prior to such times as would be required to be filed or furnished to the SEC if the Issuer was then a "foreign private issuer" subject to Section 13(a) or 15(d) of the Exchange Act (whether or not the Issuer is then subject to such requirements), all such other reports and information that the Issuer would have been required to file or furnish pursuant thereto.

(b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. The quarterly and annual reports shall include information regarding the adjustments, if any, to the calculation of Consolidated Net Income in connection with drydock, shipyard stay and special survey expenses, as applicable. In addition, the Issuer shall electronically file or furnish, as the case may be, a copy of all such information and reports referred to in clauses (i) through (iii) of Section 4.16(a) with the SEC for public availability within the time periods specified therein at any time the Issuer is then subject to Section 13(a) or 15(d) of the Exchange Act and make such information available to Holders, or if the Notes are represented by one or more Global Notes, the beneficial owners of the Notes and prospective investors upon request. The Issuer shall be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. If, notwithstanding the foregoing, the SEC will not accept the Issuer's filings for any reason, the Issuer will post the reports referred to in Section 4.16(a) on its website within the time periods that would apply to non-accelerated filers if the Issuer were required to file those reports with the SEC. The Trustee shall have no responsibility to determine if such filings have been posted on EDGAR or the Issuer's website. The Issuer agrees that, for so long as any Notes remain outstanding, it will hold and participate in quarterly conference calls with Holders and securities analysts relating to the financial condition and results of operations of the Issuer and the Restricted Subsidiaries. In addition, the Issuer agrees that, for so long as any Notes remain outstanding, the Issuer shall furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c) If the Board of Directors of the Issuer has designated any of the Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either in the MD&A or otherwise, of the financial condition and results of operations of the Unrestricted Subsidiaries separate from the financial condition and results of operations of the Issuer and the Restricted Subsidiaries.

SECTION 4.17. Suspension of Covenants. (a) During any period of time that the Notes have an Investment Grade Rating and no Default or Event of Default has occurred and is continuing (a "Suspension Event"), then, beginning on that day, the Issuer and the Restricted Subsidiaries will not be subject to the following covenants (collectively, the "Suspended Covenants"): Section 4.07 (" Restricted Payments "), Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock "), Section 4.10 (" Dividend and Other Payment Restrictions Affecting Subsidiaries "), Section 4.11 (" Transactions with Affiliates "), and Section 4.19 (" Asset Sales "); provided , however , that if the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence, and on any subsequent date (the "Reversion Date") Moody's or S&P withdraws its ratings or downgrades the ratings assigned to the Notes so that the Notes do not have an Investment Grade Rating, or an Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, the Suspension Event shall cease to be in effect and the Suspended Covenants will come back into effect, subject to the terms, conditions and obligations set forth in this Indenture.

(b) During any period that the Suspended Covenants are not in effect, the Board of Directors of the Issuer shall not designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.14 (" Designation of Restricted and Unrestricted Subsidiaries "). Upon the occurrence of a Suspension Event, the amount of Excess Specified Vessel Proceeds shall be reset at zero.

(c) The Suspended Covenants will be reinstituted and apply according to their terms as of and from the first day on which a Suspension Event ceases to be in effect. The Suspended Covenants will not, however, be of any effect with regards to actions properly taken in compliance with the provisions of this Indenture during the continuance of such Suspension Event, and following reinstatement, the calculations under Section 4.07 (" Restricted Payments ") will be made as if such covenant had been in effect since the date hereof except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. All Indebtedness Incurred during the continuance of the suspension period will be classified as having been incurred pursuant to Section 4.08(b)(2)(b) (" Incurrence of Indebtedness and Issuance of Preferred Stock ").

(d) The Issuer shall provide written notice to the Trustee of the occurrence of any Suspension Event or Reversion Date and file with the Trustee an Officers' Certificate certifying that such suspension or reversion complied with the foregoing provisions; provided that the failure to provide such notice shall not affect the

operation of this Section 4.17 or the Issuer's rights hereunder. In the case of a Suspension Event, such notice shall list the Suspended Covenants.

SECTION 4.18. Offer To Repurchase Upon Change of Control. (a) If a Change of Control occurs, subject to the terms hereof, each Holder shall have the right to require the Issuer to repurchase all or any part (equal to a minimum amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder's Notes pursuant to a change of control offer (a "Change of Control Offer") on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. No later than 30 Business Days following any Change of Control, the Issuer will mail a notice to the Trustee and Paying Agent and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice. The notice shall also state:

(1) that the Change of Control Offer is being made pursuant to this Section 4.18 and that all Notes properly tendered and not withdrawn will be accepted for payment;

(2) the offer price (as set forth above) and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date");

(3) that any Note not properly tendered will continue to accrue interest;

(4) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission, email with PDF or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount and integral multiples of $1,000.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those requirements, laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities or other laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with the applicable securities or other laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

(b) On or before the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2) by 10:00 a.m. New York City time on the Change of Control Payment Date, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn; and

(3) deliver or cause to be delivered to the Trustee and the Paying Agent the Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

The Paying Agent will promptly mail to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes (or if all Notes are then in global form, make such payment through the facilities of DTC), and the Trustee will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes

properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as described in Article III unless and until there is a default in payment of the applicable redemption price.

Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

SECTION 4.19. Asset Sales. (a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale (other than an Involuntary Transfer) unless:

(1) the Issuer or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% (or, in the case of an MLP Asset Transfer that is not a Qualified MLP Asset Transfer, at least 50%) of the consideration received in such Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

(b) For purposes of this Section 4.19, each of the following will be deemed to be cash:

(1) any Indebtedness or other liabilities, as shown on the Issuer's most recent consolidated balance sheet, of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed, repaid or retired by the transferee of any such assets so long as the Issuer or such Restricted Subsidiary is released from further liability;

(2) any securities, Notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are, subject to ordinary settlement periods, converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within one year following the closing of such Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion; and

(3) any stock or assets of the kind referred to in Section 4.19(c)(2) or (4).

(c) Within 365 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Issuer or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds at its option to any combination of the following:

(1) to purchase, repay or prepay any Indebtedness (other than Indebtedness that is subordinated in right of payment to the Notes or any applicable Note Guarantees), whether or not secured (including, without limitation, redemptions or other purchases of Notes) of the Issuer or any Restricted Subsidiary (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto);

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, any Person primarily engaged in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary;

(3) to make a capital expenditure for the Issuer or any of its Restricted Subsidiaries; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business (including, without limitation, Vessels, related assets and any related Ready for Sea Costs) for the Issuer or any of the Restricted Subsidiaries or make any deposit, installment or progress payment in respect of such assets or payment of any related Ready for Sea Costs;

provided that (x) a binding commitment made within the 365 day period described above by the Issuer or the applicable Restricted Subsidiary to apply Net Proceeds from an Asset Sale in accordance with clauses (2) through (4) above shall toll the 365-day period in respect of such Net Proceeds for a period not to exceed 180 days from the expiration of the aforementioned 365-day period; provided that such Net Proceeds are actually used within the later of 365 days from their receipt from such Asset Sale or 180 days from the date of such binding commitment; provided further that:

(A) a binding commitment to apply Net Proceeds from an Asset Sale to the purchase or acquisition of an Additional Drilling Unit shall instead toll the 365-day period in respect of such Net Proceeds for a period not to exceed 365 days from the expiration of the aforementioned 365-day period so long as such Net Proceeds are actually used within the later of 365 days from their receipt from such Asset Sale or 365 days from the date of such binding commitment; and

which the Issuer or the applicable Restricted Subsidiary is required to complete its payment obligations under the applicable construction contract so long as such Net Proceeds are actually used by the latest of such final contracted payment date (giving effect to modifications, extensions and amendments to the related construction contract or delivery and payment schedule), 365 days from their receipt from such Asset Sale or 365 days from the date of such binding commitment; and

(y) if the assets sold or transferred in such Asset Sale include a Vessel, then the Issuer or the applicable Restricted Subsidiary, as the case may be, may with respect to the Net Proceeds of up to two Vessels elect to, in lieu of the application or investment provided in clauses (1) through (4) above, apply such Net Proceeds within 30 days following the receipt of proceeds from such Asset Sale to (i) repay all Indebtedness secured by such assets and (ii) purchase, repay or prepay any other Indebtedness of the Issuer or any of the Restricted Subsidiaries so that the aggregate principal amount of the Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries does not exceed 75% of the sum of the Completed Drilling Equipment Value and the Contracted Drilling Equipment Value at such time (an Asset Sale of a Vessel whose Net Proceeds are applied pursuant to this clause (y), a "Specified Vessel Sale").

(d) Pending the final application of any Net Proceeds, the Issuer or the applicable Restricted Subsidiary may apply the Net Proceeds to temporarily reduce outstanding revolving credit Indebtedness of the Issuer or any of the Restricted Subsidiaries, respectively, or otherwise invest the Net Proceeds in any manner that is not prohibited hereby.

(e) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.19(c) will constitute "Excess Proceeds." For the avoidance of doubt, the application of Net Proceeds relating to a Vessel in accordance with clause (y) of the proviso to Section 4.19(c) will be deemed to have fully satisfied the application of all Net Proceeds from the applicable Asset Sale of such Vessel. When the aggregate amount of Excess Proceeds exceeds $50 million, the Issuer will, or will cause the applicable Restricted Subsidiary to, within 10 Business Days thereof, make an offer (the "Asset Sale Offer") to all Holders and all holders of unsubordinated Indebtedness of the Issuer or any Restricted Subsidiary containing provisions similar to those set forth herein with respect to offers to repay, purchase or redeem such Indebtedness with the proceeds of sales of assets to repay, purchase or redeem the maximum principal amount of Notes and such unsubordinated Indebtedness that may be repaid, purchased or redeemed out of the Excess Proceeds; provided , that to the extent such Excess Proceeds were received in respect of the sale or transfer of assets that secured other unsubordinated Indebtedness, such Asset Sale Offer may be made, to the extent required by the terms thereof, first or instead to holders of such other secured unsubordinated Indebtedness to the extent of those Excess Proceeds, in accordance with the terms of such Indebtedness.

(f) The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Amounts, if any, to

the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, and will be payable in cash.

(g) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer and the Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture.

(h) If the aggregate principal amount of Notes or other Indebtedness tendered in, or required to be repaid pursuant to, such Asset Sale Offer exceeds the amount of Excess Proceeds, the Registrar will select the Notes for purchase on a pro rata basis, by lot to the extent practicable or by such other method in accordance with the applicable procedures of the depositary and, if applicable, the Issuer shall select such other Indebtedness for purchase based on amounts tendered or required to be prepaid. For the purposes of calculating the principal amount of any such Indebtedness not denominated in dollars, such Indebtedness shall be calculated by converting any such principal amounts into their Dollar Equivalent determined as of the Business Day immediately prior to the date on which the Asset Sale Offer is announced. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(i) In the event that, pursuant to this Section 4.19, the Issuer is required to commence an Asset Sale Offer, each such Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the "Asset Sale Offer Period"). No later than ten Business Days after the termination of the Asset Sale Offer Period (the "Asset Sale Offer Settlement Date"), the Issuer shall apply all Excess Proceeds as set forth above.

(j) Upon the commencement of an Asset Sale Offer, the Issuer shall deliver a notice to the Trustee and shall cause such notice to be delivered to the Holders (at the Issuer's request and in accordance with the same procedures described in the last paragraph of Section 3.03 (" Notice of Redemption "), the Registrar shall give the notice to the Holders in the Issuer's name and at its expense). The notice shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 4.19 and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the "Asset Sale Offer Termination Date");

(ii) the amount of Excess Proceeds, the offer price (as set forth above) and the Asset Sale Offer Settlement Date;

(iii) that Holders electing to have any Notes purchased pursuant to any Asset Sale Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" attached to the Notes, completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Asset Sale Offer Termination Date to collect the offer price;

(iv) the name and address of the Paying Agent;

(v) that Holders shall be entitled to withdraw their election if the Paying Agent, receives, not later than the close of business on the second Business Day prior to the Asset Sale Offer Termination Date, an email with PDF, facsimile transmission or letter setting forth the name of the Holder, a statement that such Holder is withdrawing its election to have its Notes purchased and the principal amount of the Notes with respect to which such Holder is withdrawing its election; and

(vi) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased part must be equal to $2,000 in principal amount and integral multiples of $1,000.

(k) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those requirements, laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

SECTION 4.20. Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor (if any) under or with respect to the Notes or the Note Guarantees (if any) will be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter "Taxes") unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of the government of the Republic of Marshall Islands or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer or any Guarantor (including any successor entity) is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (including, without limitation, the jurisdiction of each Paying Agent) (each a "Specified Tax Jurisdiction"), will at any time be required to be made from any payments made under or with respect to the Notes or any Note Guarantees, the Issuer, the relevant Guarantor (if any) or other payor, as applicable, will pay such additional amounts (the "Additional Amounts") as may be necessary so that the net amount received in respect of such payments by a Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided , however , that the foregoing obligation to pay Additional Amounts does not apply to:

(1) any Taxes that would not have been so imposed but for the Holder (or beneficial owner of the Notes) having any present or former connection with

the Specified Tax Jurisdiction (other than the mere acquisition, ownership, holding, enforcement or receipt of payment in respect of the Notes or any applicable Note Guarantees);

(2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge;

(3) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any applicable Note Guarantees;

(4) any Taxes imposed as a result of the failure of the Holder (or beneficial owner of the Notes) to complete, execute and deliver to the Issuer or the relevant Guarantor (if any), as applicable, any form or document to the extent applicable to such Holder or beneficial owner that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be delivered to the Issuer or the relevant Guarantor (if any) in order to enable the Issuer or the relevant Guarantor (if any) to make payments on the Notes without deduction or withholding for Taxes, or with deduction or withholding of a lesser amount, which form or document will be delivered within 60 days of a written request therefor by the Issuer or the relevant Guarantor (if any);

(5) any Taxes that would not have been so imposed but for the beneficiary of the payment having presented a Note for payment (in cases in which presentation is required) more than 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);

(6) any Taxes imposed on or with respect to any payment by the Issuer or any Guarantor to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note;

(7) any Taxes to the extent such Taxes are required to be deducted or withheld on a payment pursuant to (a) European Council Directive 2003/48/EC (as amended or replaced from time to time) or (b) any agreement or legislation implementing, or introduced to conform to, such directive;

(8) any Taxes imposed on a Note presented for payment by or on behalf of a holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to another Paying Agent in a member state of the European Union; or

(9) any combination of items (1) through (8) above.

(b) If the Issuer or any Guarantor, as applicable, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any applicable Note Guarantees, then the Issuer or the relevant Guarantor (if any), as applicable, will deliver to the Trustee and Paying Agent at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor (if any), as applicable, will notify the Trustee and Paying Agent promptly thereafter but in no event later than two Business Days prior to the date of payment) an Officers' Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers' Certificate must also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. The Trustee and Paying Agent will be entitled to rely solely on such Officers' Certificate as conclusive proof that such payments are necessary. The Issuer or the relevant Guarantor (if any), as applicable, will provide the Trustee and Paying Agent with documentation reasonably satisfactory to the Trustee and Paying Agent evidencing the payment of Additional Amounts.

(c) The Issuer or the relevant Guarantor (if any), as applicable, will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant governmental authority on a timely basis in accordance with applicable law. As soon as practicable, the Issuer will provide the Trustee and Paying Agent with an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the Trustee and Paying Agent evidencing the payment of the Taxes so withheld or deducted. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee and Paying Agent to Holders.

(d) Whenever in this Indenture or the Notes there is referenced, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, the Notes or any applicable Note Guarantees, such reference will be deemed to include payment of Additional Amounts as described in this Section 4.20 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(e) The Issuer or the relevant Guarantor (if any), as applicable, will indemnify a Holder, within 10 Business Days after written demand therefor, for the full amount of any Taxes paid by such Holder to a governmental authority of a Specified Tax Jurisdiction, on or with respect to any payment by on or account of any obligation of the Issuer or any Guarantor, as applicable, to withhold or deduct an amount on account of Taxes for which the Issuer or the relevant Guarantor (if any), as applicable, would have been obliged to pay Additional Amounts hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Issuer or the relevant Guarantor (if any) by a Holder will be conclusive absent manifest error

(f) The Issuer or the relevant Guarantor (if any), as applicable, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Specified Tax Jurisdiction from the execution, delivery, enforcement or registration of the Notes, any applicable Note Guarantees, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes or any applicable Note Guarantees, and the Issuer or the relevant Guarantor (if any), as applicable, will indemnify the Holders for any such taxes paid by such Holders.

(g) The obligations under this Section 4.20 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor person to the Issuer or any Guarantor is organized or any political subdivision or authority or agency thereof or therein.

ARTICLE V

Successors

SECTION 5.01. Merger, Consolidation or Sale of Assets.

(a) The Issuer shall not, directly or indirectly: (i) amalgamate, consolidate or merge with or into another Person (whether or not the Issuer is the Person formed by or surviving any such amalgamation, consolidation or merger); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and the Restricted Subsidiaries, taken as a whole, in each case, in one transaction or a series of related transactions, including by way of liquidation or dissolution, to another Person, unless:

(1) the Person formed by or surviving any such amalgamation, consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition has been made (the "Successor") is (if other than the Issuer) a Person organized or existing under the laws of a Permitted Jurisdiction;

(2) the Successor (if other than the Issuer) assumes all the obligations of the Issuer under this Indenture and agrees to be bound by all the provisions of this Indenture pursuant to a supplemental indenture or other documents and instruments, as applicable, in form and substance reasonably satisfactory to the Trustee;

(3) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(4) except with respect to a transaction solely between or among the Issuer and any of the Restricted Subsidiaries, immediately after giving pro forma effect to such transaction, any related financing transactions and the use of proceeds therefrom and treating any Indebtedness that becomes an obligation of the Issuer or any of the Restricted Subsidiaries as a result of such transaction as having been Incurred by the Issuer or such Restricted Subsidiary, as the case may

be, at the time of the transaction, either (a) the Issuer or the Successor (if other than the Issuer) would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 4.08(a) (" Incurrence of Indebtedness and Issuance of Preferred Stock ") or (b) the Issuer or the Successor (if other than the Issuer) would have a Consolidated Interest Coverage Ratio for the applicable four quarter period not lower than such ratio prior to giving effect to such transaction;

(5) in the event that the Successor is organized in a jurisdiction that is different from the jurisdiction in which the Issuer was organized immediately before giving effect to such transaction, the Successor has delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee stating that the obligations of the Successor under this Indenture are enforceable under the laws of such Permitted Jurisdiction, subject to customary exceptions; and

(6) the Issuer or the Successor (if other than the Issuer) delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case, stating that such amalgamation, consolidation, merger or transfer and such supplemental indenture, documents and instruments comply with this covenant and are authorized or permitted under this Indenture.

(b) Upon any amalgamation, consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Issuer, in accordance with the paragraphs above in which the Issuer is not the surviving entity, the Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if the Successor had been named as the Issuer in this Indenture, and thereafter, the Issuer will be relieved of all obligations and covenants under this Indenture and the Notes.

(c) The Issuer will not permit any Guarantor to sell or otherwise dispose of all or substantially all its assets to, or amalgamate, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person other than the Issuer or another Guarantor, unless:

(i) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and

(ii) either:

(1) (x) such Guarantor is the surviving Person or (y) the Person formed by or surviving any such amalgamation, consolidation or merger or to which such sale or disposition has been made is a Person organized or existing under the laws of a Permitted Jurisdiction and such Person expressly assumes all the obligations of such Guarantor under this Indenture and its Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form and substance reasonably satisfactory to the Trustee; or

(2) such amalgamation, consolidation, merger or disposition does not violate the provisions in Section 4.19 (" Asset Sales "); and

(iii) the Issuer delivers to the Trustee an Officers' Certificate and an opinion of counsel, in each case stating that such amalgamation, consolidation, merger or transfer and such supplemental indenture and such other documents or instruments comply with this Section 5.01.

(d) Subject to the provisions set forth in this Indenture governing the release of a Guarantor from its Note Guarantee in certain circumstances, upon any amalgamation, consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of a Guarantor, in accordance with the paragraphs above in which such Guarantor is not the surviving entity, the successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture with the same effect as if the successor Guarantor had been named as such Guarantor in this Indenture, and thereafter, such original Guarantor will be relieved of all obligations and covenants under this Indenture and the Notes.

(e) For purposes of the foregoing, the entry into one or more charters, pool agreements or drilling contracts with respect to any Vessels will be deemed not to be a sale, assignment, transfer, conveyance or other disposition subject to this Section 5.01.

ARTICLE VI

Defaults and Remedies

SECTION 6.01. Events of Default. Each of the following is an event of default (an "Event of Default"):

(1) default in any payment of interest or any Additional Amounts with respect to the Notes when due, which default continues for 30 days;

(2) default in the payment when due (at maturity, upon redemption or required repurchase, upon declaration of acceleration or otherwise) of the principal of, or premium, if any, on, the Notes;

(3) failure by the Issuer or any Guarantor to comply with Section 5.01 (" Merger, Consolidation or Sale of Assets ");

(4) failure by the Issuer or any of the Restricted Subsidiaries for 60 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any covenant or agreement (other than a default referred to in clauses (1), (2) and (3) above) contained in this Indenture or the Notes ( provided that, in the case of Section 4.16 (" Reports "), such period of continuance to such default or breach shall be 120 days after written notice described in this clause (4) has been given);

(5) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of the Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of the Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date hereof, if that default:

(A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or

(B) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in either case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; provided , however , that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(6) failure by the Issuer, any of the Restricted Subsidiaries or any Guarantor to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after the due date thereof;

(7) except as permitted by this Indenture or any Note Guarantee, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person duly acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and

(8) the Issuer or any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, takes any of the following actions, pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents in writing to the entry of an order for relief against it in an involuntary case,

(D) makes a general assignment for the benefit of its creditors, or

(E) admits in writing it generally is not paying its debts as they become due; or

(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law, which order or decree remains unstayed and in effect for 60 consecutive days, that:

(A) is for relief against the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary case;

(B) appoints a Custodian (1) of the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or (2) for all or substantially all of the property of the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or

(C) orders the liquidation of the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary.

SECTION 6.02. Acceleration. In the case of an Event of Default described in Section 6.01(8) or (9) (" Events of Default" ), with respect to the Issuer or any Restricted Subsidiary that is a Guarantor, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may (and the Trustee will, if directed by Holders of at least 25% in aggregate principal amount of the then outstanding Notes) declare all the Notes to be due and payable immediately.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults. Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, and Additional Amounts or interest on, the Notes (including in connection with a redemption or an offer to purchase right of Holders pursuant to Article III).

SECTION 6.05. Control by Majority. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability. The Trustee may also withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any.

SECTION 6.06. Limitation on Suits. In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee, and the Trustee has received, indemnity or security (or both) satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Amounts, if any, when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have made a written request to the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee, and the Trustee has received (if required), security or indemnity (or both) satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after its receipt of the request and the offer of security or indemnity (or both) satisfactory to it; and

(5) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

SECTION 6.07. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium, if any, and Additional Amounts or interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) (" Events of Default "), occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.

If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding in its own name for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon the Notes, wherever situated.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian or trustee in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.07 (" Compensation and Indemnity ").

To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 (" Compensation and Indemnity ") out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

First: to the Trustee, its counsel and the Agents for amounts due under this Indenture (including Section 7.07 (" Compensation and Indemnity ")), including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or an Agent, as the case may be, and the costs and expenses of collection;

Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and

Third: to the Issuer or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a Record Date and Interest Payment Date for any payment to Holders pursuant to this Section 6.10. At least 30 days before such Record Date, the Issuer shall mail to each Holder and the Trustee a notice that states the Record Date, the applicable payment date and the amount to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 (" Rights of Holders to Receive Payment "), or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE VII

Trustee

SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely upon, as to the truth of the statements and the correctness of the opinions expressed therein, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as applicable. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 (" Control by Majority "); and

(4) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee, and the Trustee has received, security or indemnity (or both) satisfactory to it against any loss, liability or expense.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; provided , however , that the Trustee's conduct does not constitute willful misconduct or negligence.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(h) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default, except failure of the Issuer to cause to be made any of the payments required to be made to the Trustee, unless a Responsible Officer shall be

100

specifically notified by a writing of such default delivered to the Corporate Trust Office of the Trustee.

(i) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(j) The Trustee may request that the Issuer deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. The Trustee is also subject to Section 7.10 (" Eligibility; Disqualification ").

SECTION 7.04. Trustee's Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or any Note Guarantees, it shall not be accountable for the Issuer's use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer's direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default or Event of Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders, a notice of the Default or Event of Default within 90 days after it occurs or if discovered later than 90 days, promptly after such discovery. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of Holders.

SECTION 7.06. Reserved.

SECTION 7.07. Compensation and Indemnity. (a) he Issuer will pay to the Trustee, Paying Agent and Registrar (each, an "Indemnified Party") from time to time such compensation for its acceptance of this Indenture and services hereunder as mutually agreed in writing. The Trustee's compensation will not be limited by any law on compensation of a Trustee of an express trust. The Issuer will reimburse each Indemnified Party promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such

101

expenses will include the reasonable compensation, disbursements and expenses of the Indemnified Party's agents and counsel.

(b) The Issuer and each Guarantor (if any), jointly and severally, shall indemnify the Indemnified Party against any and all losses, liabilities (including, without limitation, any environmental liability) or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Issuer and any Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. The Indemnified Party will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indemnified Party to so notify the Issuer will not relieve the Issuer or any Guarantor of their obligations hereunder. The Issuer or such Guarantor (if any) will defend the claim and the Indemnified Party will cooperate in the defense. Each Indemnified Party may have separate counsel and the Issuer will pay the reasonable fees and expenses of such counsel if (i) the Issuer shall have failed to assume the defense thereof or employed counsel reasonably satisfactory to the Trustee, or (ii) the Trustee has been advised by such counsel that there may be one or more defenses available to it that are different from or in addition to those available to the Issuer. Neither the Issuer nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c) The obligations of the Issuer and any Guarantor under this Section 7.07 will survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of such Indemnified Party.

(d) To secure the Issuer's and any Guarantor's payment obligations in this Section 7.07, each Indemnified Party will have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal, premium, if any, and interest on particular Notes pursuant to Article VIII. Such Lien will survive the satisfaction and discharge of this Indenture.

(e) When an Indemnified Party incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) (" Events of Default ") occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.08.

102

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing and may appoint a successor Trustee. The Issuer may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 (" Eligibility; Disqualification ");

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property;

(4) the Trustee becomes incapable of acting; or

(5) the Trustee has or acquires a conflict of interest that is not eliminated.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of any succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 (" Compensation and Indemnity ").

(e) The Issuer covenants that, in the event of the Trustee giving reasonable notice pursuant to this Section 7.08, it shall use its best efforts to procure a successor Trustee to be appointed. If a successor Trustee is not appointed and does not take office within 30 days after the retiring Trustee resigns or is removed, the Issuer may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 25% in outstanding principal amount of the Notes may petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor Trustee.

(f) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 (" Eligibility;

103

Disqualification "), such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(g) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 (" Compensation and Indemnity "). Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer's obligations under Section 7.07 (" Compensation and Indemnity ") will continue for the benefit of the retiring Trustee. The retiring Trustee shall have no responsibility whatsoever for the actions or inactions of the successor Trustee.

SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee. As soon as practicable, the successor Trustee shall mail a notice of its succession to the Issuer and the Holders. Any such successor must nevertheless be eligible and qualified under the provisions of Section 7.10 (" Eligibility; Disqualification ").

SECTION 7.10. Eligibility; Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate Trustee power, that is subject to supervision or examination by Federal or state authorities and which is generally recognized as a corporation which customarily performs such corporate trustee roles and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the Offering Memorandum and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

SECTION 7.11. Trustee in Other Capacities; Paying Agent. References to the Trustee in Sections 7.01(b) and (e) (" Duties of Trustee "), 7.02 (" Rights of Trustee "), 7.03 (" Individual Rights of Trustee "), 7.04 (" Trustee's Disclaimer "), 7.07 (" Compensation and Indemnity "), and 7.08 (" Replacement of Trustee ") shall be understood to include the Trustee when acting in its other capacities under this Indenture, including, without limitation, as Paying Agent. The privileges, rights, indemnities, immunities and exculpatory provisions contained in this Indenture, including its right to be indemnified, shall apply to the Trustee and shall be enforceable by the Trustee in each of its capacities in which it may serve, and to each Agent, custodian and other person employed to act hereunder.

104

ARTICLE VIII

Legal Defeasance and Covenant Defeasance

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may at any time, elect to have either Section 8.02 (" Legal Defeasance and Discharge ") or 8.03 (" Covenant Defeasance ") be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.02. Legal Defeasance and Discharge. Upon the Issuer's exercise under Section 8.01 (" Option to Effect Legal Defeasance or Covenant Defeasance ") of the option applicable to this Section 8.02, the Issuer and its Restricted Subsidiaries, including any Guarantors, shall, subject to the satisfaction of the conditions set forth in Section 8.04 (" Conditions to Legal or Covenant Defeasance "), be deemed to have been discharged from their obligations with respect to all outstanding Notes (including any Note Guarantees), on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, "Legal Defeasance" means that the Issuer and any Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including any Note Guarantees), which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 (" Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions ") and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, any Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest, Additional Amounts or premium, if any, on, such Notes (including in connection with any redemption or purchase of Notes pursuant to Article III) when such payments are due from the trust referred to in Section 8.05 (" Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions ");

(2) the Issuer's obligations with respect to the Notes under Article II and Section 4.02 (" Maintenance of Office or Agency ") concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's obligations in connection therewith; and

(4) Section 8.02 (" Legal Defeasance and Discharge ").

105

Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 (" Covenant Defeasance ").

SECTION 8.03. Covenant Defeasance. Upon the Issuer's exercise under Section 8.01 (" Option to Effect Legal Defeasance or Covenant Defeasance ") of the option applicable to this Section 8.03, the Issuer and its Restricted Subsidiaries, including any Guarantors, shall, subject to the satisfaction of the conditions set forth in Section 8.04 (" Conditions to Legal or Covenant Defeasance "), be released from each of their obligations under the covenants contained in Sections 4.07 (" Restricted Payments "), 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock "), 4.09 (" Liens "), 4.10 (" Dividend and Other Payment Restrictions Affecting Subsidiaries "), 4.11 (" Transactions with Affiliates "), 4.12 (" Business Activities "), 4.13 (" Future Note Guarantees "), 4.16 (" Reports "), 4.18 (" Offer to Repurchase Upon Change of Control "), and 4.19 (" Asset Sales ") and clause (4) of Section 5.01(a) (" Merger, Consolidation or Sale of Assets ") hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 (" Conditions to Legal or Covenant Defeasance ") are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and any Note Guarantees, the Issuer and its Restricted Subsidiaries, including any Guarantors, may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 (" Events of Default "), but, except as specified above, the remainder of this Indenture and such Notes and any Note Guarantees will be unaffected thereby. In addition, upon the Issuer's exercise under Section 8.01 (" Option to Effect Legal Defeasance or Covenant Defeasance ") of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 (" Conditions to Legal or Covenant Defeasance "), Sections 6.01(3) through 6.01(9) (" Events of Default ") will not constitute Events of Default.

SECTION 8.04. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 (" Legal Defeasance and Discharge ") or 8.03 (" Covenant Defeasance "):

(1) the Issuer must irrevocably deposit with the Paying Agent, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, as affirmed in a writing delivered to the Trustee by a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, interest, Additional Amounts and premium, if any, on, the outstanding Notes on the stated date for

106

payment thereof or on the applicable Redemption Date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Date;

(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee, Registrar and Paying Agent an opinion of United States counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee, Registrar and Paying Agent an opinion of United States counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from, or otherwise in connection with, the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its

Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(6) the Issuer must deliver to the Trustee, Registrar and Paying Agent an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or any Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer any Guarantor or others; and

(7) the Issuer must deliver to the Trustee, Registrar and Paying Agent an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

107

SECTION 8.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 (" Repayment to the Issuer "), all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying Trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 (" Conditions to Legal or Covenant Defeasance ") in respect of the outstanding Notes will be (i) held in trust, (ii) at the written direction of the Issuer, such money may be invested, prior to maturity of the Notes, in Government Securities, and (iii) applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 (" Conditions to Legal or Covenant Defeasance ") or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article VIII to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 (" Conditions to Legal or Covenant Defeasance ") which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under

Section 8.04(1) (" Conditions to Legal or Covenant Defeasance ")), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06. Repayment to the Issuer. Subject to any unclaimed property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money or Government Securities, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in the New York Times or The Wall Street Journal, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

108

SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Sections 8.02 (" Legal Defeasance and Discharge ") or 8.03 (" Covenant Defeasance "), as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer's and its Restricted Subsidiaries', including any Guarantors', obligations under this Indenture and the Notes and any Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 (" Legal Defeasance and Discharge ") or 8.03 (" Covenant Defeasance ") until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 (" Legal Defeasance and Discharge ") or 8.03 (" Covenant Defeasance "), as the case may be; provided , however , that, if the Issuer makes any payment of principal of, premium, if any, or interest on, any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders. (a) Notwithstanding Section 9.02 (" With Consent of Holders "), without the consent of any Holder, the Issuer, the Guarantors (if any) and the Trustee may amend or supplement this Indenture, the Notes, and any Note Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Issuer's or a Guarantor's obligations to Holders and any Note Guarantees (and the addition of one or more corporate co-issuers) in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect;

(5) to conform the text of this Indenture, the Notes or any Note Guarantees to any provision of the "Description of Notes" as described in the Offering Memorandum to the extent that such provision in the Description of Notes was intended to set forth, verbatim or in substance, a provision of this Indenture, the Notes or any Note Guarantees, which intent shall be evidenced by an Officers' Certificate to that effect;

(6) to evidence and provide for the acceptance of the appointment under this Indenture of a successor Trustee;

109

(7) to make any other provisions with respect to matters or questions arising under this Indenture, the Notes and any applicable Note Guarantees; provided that the actions pursuant to this clause (7) will not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Issuer;

(8) to add Note Guarantees with respect to the Notes or to secure the Notes and any Note Guarantees;

(9) to release any Note Guarantee when permitted or required by this Indenture;

(10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes, including to add such Guarantor as an additional Guarantor;

(11) to comply with the requirements of the Trust Indenture Act of 1939, as amended, if applicable, or any securities exchange on which the Notes are listed for trading or quotation;

(12) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or

(13) to effect a Qualified MLP IPO and transactions related thereto, including MLP Asset Transfers and transactions related thereto, to the extent consistent with the intent of this Indenture and to the extent such amendment does not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Issuer.

(b) Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) (" Rights of Trustee "), the Trustee will join with the Issuer and any Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. With Consent of Holders. (a) Except as provided in Section 9.01 (" Without Consent of Holders ") and in this Section 9.02, this Indenture, the Notes and any Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or any Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation,

110

consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 (" Outstanding Notes ") and Section 2.09 (" Treasury Notes ") shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02.

(b) Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the purchase or redemption of the Notes (other than with respect to minimum notice required for redemption or provisions relating to the covenants in Sections 3.07 (" Optional Redemption "), 3.08 (" Optional Redemption for Changes in Withholding Taxes "), 4.18 (" Offer to Repurchase Upon Change of Control ") and 4.19 (" Asset Sales ") that are not related to the principal or premium payable upon such purchase or redemption or the time at which any Note may or shall be redeemed or repurchased);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

(5) waive a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the Payment Default that resulted from such acceleration);

(6) make any Note payable in money other than that stated in the Notes;

(7) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest, Additional Amounts or premium, if any, on, the Notes;

(8) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants in Sections 3.07 (" Optional Redemption "), 3.08 (" Optional Redemption for Changes in Withholding Taxes "), 4.18 (" Offer to Repurchase Upon Change of Control ") and 4.19 (" Asset Sales ") to the extent the conditions requiring such redemption or repayment in effect prior to such waiver have not yet been triggered or satisfied);

111

(9) release any Guarantor from any of its obligations under any Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(10) make any change in the preceding amendment, supplement and waiver provisions.

(c) The consent of Holders is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver; provided that such consent approves the substance of any such proposed amendment, supplement or waiver.

(d) The Trustee will be entitled to rely on Officers' Certificates and Opinions of Counsel that any such amendment, supplement or waiver is in compliance with the terms of this Indenture.

SECTION 9.03. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a Record Date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a Record Date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders as of such Record Date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such Record Date.

SECTION 9.04. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer, in exchange for all Notes, may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.04. Trustee to Sign Amendments, Etc. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing any

112

amended or supplemental indenture, the Trustee shall receive and (subject to Section 7.01 (" Duties of Trustee ")) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.02 (" Certificate and Opinion as to Conditions Precedent "), an Officers' Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantor party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof.

ARTICLE X

Satisfaction and Discharge

SECTION 10.01. Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to all Notes and Note Guarantees issued thereunder when:

(1) either:

(A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Registrar for cancelation; or

(B) all Notes that have not been delivered to the Registrar for cancelation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Registrar for cancelation of principal, premium and Additional Amounts, if any, and accrued interest, if any, on the Notes to the date of maturity or redemption;

(2) in respect of Section 10.01(a)(1)(B), the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);

(3) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

113

(4) the Issuer has delivered irrevocable instructions to the Trustee, Registrar and Paying Agent under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be.

(b) In addition, the Issuer must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee, Registrar and Paying Agent stating that all conditions precedent to satisfaction and discharge have been satisfied.

(c) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to Section 10.01(a)(1)(B), the provisions of Sections 10.02 (" Application of Trust Money ") and 8.06 (" Repayment to the Issuer ") will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 (" Compensation and Indemnity ") that, by their terms, survive the satisfaction and discharge of this Indenture.

SECTION 10.02. Application of Trust Money. Subject to the provisions of Section 8.05 (" Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions "), all money deposited with the Trustee pursuant to Section 10.01 (" Satisfaction and Discharge ") shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 10.01 (" Satisfaction and Discharge ") by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer's and any Guarantor's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01 (" Satisfaction and Discharge "); provided that if the Issuer has made any payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE XI

Note Guarantees

SECTION 11.01. Note Guarantees. (a) Subject to this Article XI, each Guarantor that becomes a party hereto shall, jointly and severally, irrevocably and unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and their respective successors and assigns, irrespective of the

114

validity and enforceability of this Indenture, the Notes, or the obligations of the Issuer hereunder or thereunder, that:

(1) the principal of, premium, if any, and interest on, the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder shall be promptly paid in full or performed, all in accordance with the terms hereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor that becomes a party hereto shall be jointly and severally obligated to pay the same immediately. This shall be a guarantee of payment and not a guarantee of collection.

(b) The obligations of each Guarantor that becomes a party hereto shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Any diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever shall be waived by each Guarantor that becomes a party hereto and this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d) Each Guarantor that becomes a party hereto shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. In the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall

115

forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that becomes a party hereto shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

SECTION 11.02. Limitation on Guarantor Liability. It is the intention of the parties hereto, including each Guarantor that becomes a party hereto, that the Note Guarantee of such Guarantor shall not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the obligations of such Guarantor shall be limited to the maximum amount that shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article XI, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 11.03. Releases. The Note Guarantee of a Guarantor (if any) will be automatically and unconditionally released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either immediately before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the sale or other disposition is conducted in accordance with Section 4.19 (" Asset Sales ") and Section 5.01 (" Merger, Consolidation or Sale of Assets" );

(2) in connection with any sale or other disposition of Capital Stock of that Guarantor following which such Guarantor is no longer a Restricted Subsidiary, if the sale or other disposition is conducted in accordance with

Section 4.19 (" Asset Sales ") and Section 5.01 (" Merger, Consolidation or Sale of Assets" );

(3) if any Restricted Subsidiary that is a Guarantor becomes or is properly designated as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;

(4) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Sections 8.02 (" Legal Defeasance and Discharge "), 8.03 (" Covenant Defeasance ") and 10.01 (" Satisfaction and Discharge ");

(5) unless the Issuer elects to maintain such Note Guarantee, upon the contemporaneous release or discharge of all Indebtedness of such Guarantor that would have required such Guarantor to guarantee the Notes, or at such time as

116

such Guarantor would otherwise no longer be required to be a Guarantor, in each case pursuant to Section 4.13 (" Future Note Guarantees "); or

(6) unless an Event of Default has occurred and is continuing, upon the dissolution or liquidation of the Guarantor in compliance with Section 5.01 (" Merger, Consolidation or Sale of Assets ").

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.03 will remain liable for the full amount of principal of, and interest and premium, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article XI.

ARTICLE XII

Miscellaneous

SECTION 12.01. Notices. Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in English, in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others' address:

If to the Issuer or any Guarantor:

Ocean Rig UDW Inc.
Tribune House

10 Skopa Street

Nicosia, Cyprus

Attention: Mr. Savvas Georghiades

Facsimile: +357 2276 1542

+357 2276 0128

With a copy to:

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004
United States of America
Facsimile: +1 (212) 480-8421
Attention: Gary J. Wolfe, Esq.

Robert Lustrin, Esq.

If to the Trustee:

Deutsche Bank Trust Company Americas
60 Wall Street – 16 ^th floor

MSNYC60-1630

New York, New York 10005

Attn: Trust and Agency Service

Client Services Manager – Ocean Rig UDW Inc.

117

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Notwithstanding the foregoing, any notices and communications sent to the Trustee will be deemed to have been duly given upon the Trustee's receipt thereof, which receipt shall be deemed to have occurred the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery or at the time delivered by hand, if personally delivered.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery or by electronic means to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee), pursuant to the customary procedures of such Depositary.

Any Holder may obtain a copy of this Indenture without charge by writing to the Issuer at: Ocean Rig UDW Inc., 10 Skopa Street, Tribune House, 2nd Floor, Office 202, CY 1075, Nicosia, Cyprus; Attention: Savvas Georghiades.

SECTION 12.02. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(1) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.03 (" Statements Required in Certificate or Opinion ")) stating that, in the opinion of the signers, all conditions precedent and covenants, if any,

118

provided for in this Indenture relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.03 (" Statements Required in Certificate or Opinion ")) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.03. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 12.04. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 12.05. No Personal Liability of Directors, Officers, Employees and Stockholders. No present, past or future director, officer, employee, incorporator or stockholder of the Issuer or any Restricted Subsidiary, as such, will have any liability for any obligations of the Issuer or any Restricted Subsidiary under the Notes, this Indenture or any Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under applicable securities laws.

SECTION 12.06. Governing Law. THIS INDENTURE, THE NOTES AND ANY NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

119

The Issuer and any Guarantors irrevocably appoint Seward & Kissel LLP, which currently maintains a New York City office at One Battery Park Plaza, New York, New York 10004, United States of America, Attention: Gary Wolfe, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or Federal court in the Borough of Manhattan in the City of New York.

SECTION 12.07. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.08. Successors. All agreements of the Issuer in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of any Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.03 (" Releases ").

SECTION 12.09. Severability. In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

SECTION 12.10. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes.

SECTION 12.11. Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.12. Prescription. Claims against the Issuer in respect of the Notes shall become void unless presented for payment within a period of six years from the relevant date (the "Relevant Date") in respect thereof. The Relevant Date is the date on which a payment in respect thereof first becomes due.

SECTION 12.13. Patriot Act. The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003, Section 326 of the USA PATRIOT Act requires all financial institutions to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The Issuer and each Guarantor (if any) agrees that it will provide to the Trustee and the Agents such information as they may reasonably request, from time to time, in order for the Trustee and the Agents to satisfy the

120

requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

SECTION 12.14. Force Majeure. Neither the Trustee nor any Agent shall incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee or such Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

[ Signatures on following page ]

121

IN WITNESS WHEREOF, the parties have executed this Indenture as of the date first written above.

	OCEAN RIG UDW INC.

	by	/s/ Anthony Kandylidis
		Name: Mr. Anthony Kandylidis Title: Executive Vice-President

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

	by:	Deutsche Bank National Trust Company


	by	/s/ Wanda Camacho
		Name: Wanda Camacho Title: Vice President



	by	/s/ Annie Jaghatspanyan
		Name: Annie Jaghatspanyan Title: Vice President

EXHIBIT A

[Face of Rule 144A/Reg. S Note]

[ Insert the Global Note Legend, if applicable pursuant to the provisions of this Indenture ]

[ Insert the Private Placement Legend, if applicable pursuant to the provisions of this Indenture ]

	CUSIP:
	ISIN:

7.25% Senior Notes due 2019

No. ________

Ocean Rig UDW Inc.

promises to pay to Cede & Co. or registered assigns, the principal sum of ________________

DOLLARS on April 1, 2019.

Interest Payment Dates: April 1 and October 1.

Record Dates: March 15 and September 15.

Dated:_____________________

A-1

	OCEAN RIG UDW INC.

	by
		Name: Title:

A-2

This is one of the Notes referred to
in the within-mentioned Indenture:

Dated as of:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authentication Agent

By:	Deutsche Bank National Trust Company


By:
	Name:
	Title:


By:
	Name:
	Title:

A-3

[Back of Note]

7.25% Senior Notes due 2019

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest. Ocean Rig UDW Inc., a Marshall Islands corporation (the "Issuer"), promises to pay interest on the principal amount of this Note at a rate of 7.25% per annum, from____________ until maturity. The Issuer will pay interest semiannually in arrears on April 1 and October 1 of each year or if any such day is not a Business Day the next succeeding Business Day. Interest on the Notes will accrue from the most recent Interest Payment Date or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided , further that the first Interest Payment Date shall be _______________. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal, premium, if any, and interest (without regard to any applicable grace period), from time to time on demand at a rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful ("Default Interest"). Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Issuer will notify the Trustee in writing of the amount of interest proposed to be paid on each Note and the date of the proposed payment. At least 30 days (or, in the case of the payment of Default Interest, 15 days) before the Record Date, the Issuer (or, upon the written request of the Issuer, the Paying Agent in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the Record Date, the related Interest Payment Date and the amount of such interest to be paid. All references to "interest" shall mean the initial interest rate borne by the Notes plus any Default Interest. If there has been no demand that the Issuer pay Default Interest, the Issuer shall pay Default Interest in the same manner as other interest, and on the same dates as set forth in the Notes and in the Indenture dated as of March 26, 2014 (the "Indenture") between the Issuer and the Trustee. In certain cases, the Issuer shall be required to pay Additional Amounts.

2. Method of Payment. The Issuer will pay interest on the Notes to the Persons who are registered Holders at the close of business on March 15 or September 15 immediately preceding the next Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date. The Notes will be payable as to principal, premium and Additional Amounts, if any, and interest at the office or agency of the Paying Agent maintained for such purpose, or, at the option of the Paying Agent, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that (1) payment by wire transfer of immediately available funds will be required with respect to principal of, interest, premium and Additional Amounts, if any, on all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Paying Agent and (2) such payment by check may only be paid so long as no event of default under the Indenture is continuing. Such payment will be in such coin or currency of the United

A-4

States of America as at the time of payment is legal tender for payment of public and private debts. The principal of the Notes shall be payable only upon surrender of any Note at the specified offices of the Paying Agent. If the due date for payment of the principal in respect of any Note is not a Business Day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding Business Day at such place; provided that no additional interest will accrue for the intervening period in respect of such payment date.

3. Registrar, Transfer Agent, and Paying Agent. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Registrar and Transfer Agent. The Issuer may change any Paying Agent, Registrar or Transfer Agent without notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity other than for the purposes of effecting a redemption or an offer to purchase in accordance with Article III of the Indenture or in connection with a Legal Defeasance, Covenant Defeasance or the satisfaction and discharge of the Indenture pursuant to Section 8.02 (" Legal Defeasance and Discharge "), Section 8.03 (" Covenant Defeasance "), and Section 10.01 (" Satisfaction and Discharge ") thereof; provided no Event of Default is continuing.

4. Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the Indenture, the Indenture shall govern and be controlling. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

5. Ranking. This Note shall constitute a senior obligation of the Issuer and the Obligation of the Issuer under the Indenture and this Note shall be unsecured.

6. Optional Redemption. (a) At any time prior to April 1, 2017, the Issuer may, at its option, redeem up to 35% of the aggregate original principal amount of Notes issued under the Indenture (including Additional Notes), at one time or from time to time, at a redemption price equal to 107.25% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in an amount not greater than the net cash proceeds received by the Issuer from one or more Equity Offerings; provided that (i) at least 65% of the aggregate original principal amount of Notes issued under the Indenture (including Additional Notes, but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

(b) In addition, at any time prior to April 1, 2017, the Issuer may, at its option, redeem the Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the outstanding principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the applicable

A-5

Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

(c) On or after April 1, 2017, the Issuer may redeem the Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the periods indicated below:

For the Period Below	Percentage
From April 1, 2017 to March 31, 2018	105.438%
From April 1, 2018 to September 30, 2018	102.719%
October 1, 2018 and thereafter	100.000%

(d) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.

7. Optional Redemption for Changes in Withholding Taxes. Pursuant to Section 3.08 (" Optional Redemption for Changes in Withholding Taxes ") of the Indenture, the Issuer may make an optional redemption in the case that a change in withholding taxes adversely affects the Holders.

8. Mandatory Redemption. The Issuer will not be required to make any mandatory redemption of the Notes.

9. Repurchase at the Option of Holder. (a) If there is a Change of Control, the Issuer will be required to make a Change of Control Offer to each Holder to repurchase all or any part (equal to minimum amounts of $2,000 and integral multiples of $1,000) of each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, thereon to the date of purchase (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date). No later than 30 days following any Change of Control, the Issuer will mail a notice to the Trustee and Paying Agent and each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Issuer or any Restricted Subsidiary consummates an Asset Sale pursuant to Section 4.19 (" Asset Sales ") of the Indenture, the Issuer, in circumstances specified therein, may be required to commence an Asset Sale Offer to all Holders pursuant to such section to purchase the Notes at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the procedures set forth therein. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased

A-6

by completing the form entitled "Option of Holder to Elect Purchase" attached to the Notes.

10. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

11. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided under the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted herein. The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Registrar need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a Record Date and the corresponding Interest Payment Date.

12. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. Only Holders have rights under the Indenture and this Note.

13. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Notes, and any Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with the Indenture, the Notes or any Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a Note, the Indenture, the Notes, or any Note Guarantees may be amended or supplemented with respect to certain matters specified in the Indenture.

14. Defaults and Remedies. Defaults and Remedies are set forth in Article VI of the Indenture.

15. Trustee Dealings with the Issuer. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

A-7

16. No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Issuer, any Restricted Subsidiary or any Guarantor, as such, will have any liability for any obligations of the Issuer, any Restricted Subsidiary or any Guarantors under the Notes, the Indenture, or any Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

17. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

18. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

20. GOVERNING LAW. THE INDENTURE, THE NOTES AND ANY NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Ocean Rig UDW Inc., 10 Skopa Street, Tribune House, 2nd Floor, Office 202, CY 1075, Nicosia, Cyprus; Attention: Mr. Savvas Georghiades.

A-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee's legal name)


(Insert assignee's soc. sec. or tax I.D. no.)






(Print or type assignee's name, address and zip code)

and irrevocably appoint
transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:	_________________

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: _______________________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-9

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.18 (" Offer to Repurchase Upon Change of Control ") or Section 4.19 (" Asset Sales ") of the Indenture, check the appropriate box below:

☐

Section 4.18 (" Offer to Repurchase Upon

☐

Section 4.19 ("Asset Sales")

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.18 (" Offer to Repurchase Upon Change of Control ") or Section 4.19 (" Asset Sales ") of the Indenture, state the amount you elect to have purchased:

$______________

Date:___________

	Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Note, have been made:

Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized signatory of Trustee or Custodian

__________________

* This schedule should be included only if the Note is issued in global form.

A-11

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Ocean Rig UDW Inc.

Tribune House

10 Skopa Street

Nicosia, Cyprus

Attention: Mr. Savvas Georghiades

Facsimile: +357 2276 1542

+357 2276 0128

With a copy to:

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004
United States of America
Facsimile: +1 (212) 480-8421
Attention: Gary J. Wolfe, Esq.

Robert Lustrin, Esq.

If to the Trustee:

DB Services Americas, Inc.
5022 Gate Parkway

Jacksonville, Florida 32256
Attn: Transfer Department
Fax: 904-271-2854

With a copy to:

Deutsche Bank Trust Company Americas

60 Wall Street – 16 ^th floor

MSNYC60-1630

New York, New York 10005

Attn: Trust and Agency Service

Client Services Manager – Ocean Rig UDW Inc.

Re: 7.25% Senior Notes due 2019

Reference is hereby made to the Indenture, dated as of March 26, 2014 (the "Indenture"), between Ocean Rig UDW Inc., as issuer (the "Issuer"), and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

B-1

__________, (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $__________ in such Note[s] or interests (the "Transfer"), to __________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ☐ Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Restricted Certificated Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Certificated Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Certificated Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transfer enumerated in the Private Placement Legend printed on the Rule 144A Global Note and/or the Restricted Certificated Note and in the Indenture and the Securities Act.

2. ☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Certificated Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Certificated Note and in the Indenture and the Securities Act.

3. ☐ Check if Transferee will take delivery of a beneficial interest in the relevant Certificated Note pursuant to any provision of the Securities Act other than

B-2

Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Certificated Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(b) ☐ such Transfer is being effected to the Issuer or a subsidiary thereof; or

(c) ☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Certificated Note.

(a) ☐ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Certificated Notes and in the Indenture.

(b) ☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Certificated Notes and in the Indenture.

(c) ☐ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable

B-3

blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Certificated Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.


		[Insert Name of Transferor]

	by
		Name:
		Title:

Dated:______________________________

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer a beneficial interest in the:

[CHECK ONE]

(i)	☐	Rule 144A Global Note (CUSIP ____________________________ ), or
(ii)	☐	Regulation S Global Note (CUSIP ____________________________ ), or

2. After the Transfer, the Transferee will hold a beneficial interest in the:

[CHECK ONE]

(i)	☐	Rule 144A Global Note (CUSIP ________________________________ ), or
(ii)	☐	Regulation S Global Note (CUSIP _____________________________ ), or
In accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Ocean Rig UDW Inc.

Tribune House

10 Skopa Street

Nicosia, Cyprus

Attention: Mr. Savvas Georghiades

Facsimile: +357 2276 1542

+357 2276 0128

With a copy to:

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004
United States of America
Facsimile: +1 (212) 480-8421
Attention: Gary J. Wolfe, Esq.

Robert Lustrin, Esq.

If to the Trustee:

DB Services Americas, Inc.
5022 Gate Parkway

Jacksonville, Florida 32256
Attn: Transfer Department
Fax: 904-271-2854

With a copy to:

Deutsche Bank Trust Company Americas

60 Wall Street – 16 ^th floor

MSNYC60-1630

New York, New York 10005

Attn: Trust and Agency Service

Client Services Manager – Ocean Rig UDW Inc.

Re: 7.25% Senior Notes due 2019

Reference is hereby made to the Indenture, dated as of March 26, 2014 (the "Indenture"), between Ocean Rig UDW Inc., as issuer (the "Issuer") and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

C-1

__________, (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $_____in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Certificated Notes or Beneficial Interests in Restricted Global Notes for Restricted Certificated Notes or Beneficial Interests in Restricted Global Notes

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Certificated Note . In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted Certificated Note with an equal principal amount, the Owner hereby certifies that the Restricted Certificated Note is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Certificated Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Certificated Note and in the Indenture and the Securities Act of 1933, as amended (the "Securities Act").

(b) ☐ Check if Exchange is from Restricted Certificated Note to beneficial interest in a Restricted Global Note . In connection with the Exchange of the Owner's Restricted Certificated Note for a beneficial interest in the [CHECK ONE] ☐ Rule 144A Global Note, ☐ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restriction applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

2. Exchange of Restricted Certificated Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Certificated Notes or Beneficial Interests in an Unrestricted Global Note

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note . In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv)the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-2

(b) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Certificated Note . In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted Certificated Note, the Owner hereby certifies (i) the Certificated Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Certificated Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c) ☐ Check if Exchange is from Restricted Certificated Note to beneficial interest in an Unrestricted Global Note . In connection with the Owner's Exchange of a Restricted Certificated Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ☐ Check if Exchange is from Restricted Certificated Note to Unrestricted Certificated Note . In connection with the Owner's Exchange of a Restricted Certificated Note for an Unrestricted Certificated Note, the Owner hereby certifies (i) the Unrestricted Certificated Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Certificated Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.


		[Insert Name of Transferor]

	by
		Name:
		Title:

Dated:______________________________

C-4

EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of __________, 20__ , among ________________________ (the "Guaranteeing Subsidiary"), a subsidiary of Ocean Rig UDW Inc. (or its permitted successor), a Marshall Islands corporation (the "Issuer"), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee under the Indenture referred to below (the "Trustee").

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of March 26, 2014 providing for the issuance of 7.25% Senior Notes due 2019 (the "Notes");

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Note Guarantee"); and

WHEREAS, pursuant to Section 9.01 (" Without Consent of Holders ") of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement To Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Note Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture, including but not limited to Article XI thereof, and subject to the limitations therein. By execution of this Supplemental Indenture, the Guaranteeing Subsidiary hereby agrees that it has become a Guarantor under the Indenture and is providing a Note Guarantee in accordance with Article XI of the Indenture.

3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.

D-1

The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under applicable securities laws.

4. New York Law To Govern. THIS SUPPLEMENTAL INDENTURE AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

D-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Dated: , 20__

	[NEW GUARANTOR]

	by
		Name: Title:

	OCEAN RIG UDW INC.
	by
		Name: Title:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

	by:	Deutsche Bank National Trust Company


	by
		Name:
		Title:


	by
		Name:
		Title:

SK 26497 0001 6394292

D-3

EXECUTION VERSION

CREDIT AGREEMENT
among

DRILLSHIPS VENTURES PROJECTS INC.,

as Finco,

DRILLSHIPS OCEAN VENTURES INC.,
as Borrower,

OCEAN RIG UDW INC.,
as Parent,

VARIOUS LENDERS

and

DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent and Pari Passu Collateral Agent

________________________________

DEUTSCHE BANK SECURITIES INC.
and
CREDIT SUISSE SECURITIES (USA) LLC,
as Joint Global Coordinators,
Joint Lead Arrangers and Joint Bookrunners

ABN AMRO Capital USA LLC,

as Joint Lead Arranger and Joint Bookrunner

and

NORDEA BANK FINLAND PLC, LONDON BRANCH,
as Co-Manager

________________________________

Dated as of July 25, 2014
_______________________________

TABLE OF CONTENTS

		Page
SECTION 1.	Definitions and Accounting Terms	1
1.01.	Defined Terms	1
1.02.	Modification to Parties Upon a Qualified DOV MLP IPO.	60
1.03.	Terms Generally; Accounting Terms; GAAP	60

SECTION 2.	Amount and Terms of Loans	61

2.01.	The Loans.	61
2.02.	Notice of Borrowing	62
2.03.	Disbursement of Funds	63
2.04.	Notes	64
2.05.	Pro Rata Borrowings	64
2.06.	Interest	65
2.07.	Conversion of Loans	66
2.08.	Increased Costs, Illegality, Market Disruption, etc	66
2.09.	Compensation	68
2.10.	Change of Lending Office; Limitation on Additional Amounts	69
2.11.	Replacement of Lenders	69
2.12.	Incremental Commitments	70
2.13.	Loan Repurchases	73
2.14.	Extension Offers	74
2.15.	Term Loan Refinancing Protection	77
2.16.	Defaulting Lenders.	78

SECTION 3.	Fees	79

3.01.	Commitment Fee	79
3.02.	Other Fees	79
3.03.	General	79

SECTION 4.	Prepayments; Payments; Taxes	80

4.01.	Voluntary Prepayments	80
4.02.	Event of Loss	80
4.03.	Change of Control	82
4.04.	Prepayment of Revolving Loans	84
4.05.	Termination and Reduction of Commitments	84
4.06.	Repayment of the Loans	85
4.07.	Method and Place of Payment	86
4.08.	Net Payments; Taxes.	86
4.09.	Application of Proceeds	90
4.10.	Priority of Revolving Loans.	90

SECTION 5.	Conditions Precedent	91

5.01.	Conditions Precedent to Effective Date	91
5.02.	Each Borrowing	95

SECTION 6.	Representations, Warranties and Agreements	96

6.01.	Corporate/Limited Liability Company/Limited Partnership Status	96
6.02.	Corporate Power and Authority	96
6.03.	No Violation	96
6.04.	Governmental Approvals	97
6.05.	Financial Statements; Financial Condition; Undisclosed Liabilities; etc	97
6.06.	True and Complete Disclosure	98
6.07.	Use of Proceeds; Margin Regulations	99
6.08.	Tax Returns; Payments; Tax Treatment	99
6.09.	Compliance with ERISA.	99
6.10.	Collateral; the Security Agreements	100
6.11.	Capitalization	102
6.12.	Subsidiaries	102
6.13.	Compliance with Statutes, etc	102
6.14.	Investment Company Act	102
6.15.	Legal Names; Type of Organization (and Whether a Registered Organization); Jurisdiction of Organization; etc	102
6.16.	Environmental Matters	102
6.17.	No Default	103
6.18.	Patents, Licenses, Franchises and Formulas	103
6.19.	Anti-Corruption Laws	104
6.20.	Insurance	104
6.21.	Collateral Vessels.	104
6.22.	Properties	105
6.23.	Anti-Terrorism	105
6.24.	Form of Documentation	106
6.25.	Place of Business	106
6.26.	No Immunity	106
6.27.	Labor Matters	106
6.28.	Existence	106
6.29.	Litigation	106

SECTION 7.	Covenants	107

7.01.	Maintenance of Property; Insurance	107
7.02.	Existence; Conduct of Business	109
7.03.	Operation of Collateral Vessels	110
7.04.	Payment of Obligations.	110
7.05.	Reports	110
7.06.	Notices of Material Events	113
7.07.	Filings; Additional Guarantors; Further Assurances	113

7.08.	Compliance Certificate	115
7.09.	Books and Records; Inspection and Audit Rights	116
7.10.	Compliance with Laws	116
7.11.	Rated Credit Facilities	116
7.12.	Transactions with Affiliates	116
7.13.	Limitations on Liens	119
7.14.	Limitations on Merger, Consolidation or Sale of Assets	119
7.15.	Limitations on Restricted Payments	124
7.16.	Limitations on Indebtedness and Issuance of Preferred Stock	130
7.17.	Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries	134
7.18.	Consolidated Net Leverage Ratio	136
7.19.	Designation of Restricted and Unrestricted Subsidiaries	137
7.20.	Business Activities	138
7.21.	Rights to Earnings from Collateral Vessels and Ownership of Collateral Vessels	138
7.22.	Limitation on Asset Sales	139
7.23.	Suspension of Covenants	143
7.24.	Activities of Finco.	144
7.25.	[Reserved.]	144
7.26.	Use of Proceeds.	144

SECTION 8.	Events of Default and Remedies	144

8.02.	Application of Funds.	147
8.03.	Replacement of Revolving Lenders under Certain Circumstances	149

SECTION 9.	The Administrative Agent	150

9.01.	Appointment	150
9.02.	Nature of Duties	151
9.03.	Lack of Reliance on the Administrative Agent	152
9.04.	Certain Rights of the Administrative Agent	152
9.05.	Reliance.	152
9.06.	Indemnification	153
9.07.	The Administrative Agent in its Individual Capacity	153
9.08.	Holders	153
9.09.	Resignation by the Administrative Agent	153
9.10.	Co-Collateral Agent; Separate Collateral Agent	154
9.11.	Other Agents	155
9.12.	Security Trustee	155

SECTION 10.	Miscellaneous.	155

10.01.	Payment of Expenses, etc	155
10.02.	Right of Setoff.	157
10.03.	Notices	158

iii

10.04.	Benefit of Agreement; Assignments; Participations	159
10.05.	No Waiver; Remedies Cumulative	163
10.06.	Payments Pro Rata	163
10.07.	Calculations; Computations	164
10.08.	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	164
10.9.	Counterparts	165
10.10.	Effectiveness	166
10.11.	Headings Descriptive	166
10.12.	Amendment or Waiver; etc	166
10.13.	Survival	169
10.14.	Domicile of Loans.	169
10.15.	Register	169
10.16.	Confidentiality	169
10.17.	Intercreditor Agreement	170
10.18.	Currency Conversion Shortfall	171
10.19.	Releases	171
10.20.	Release of Guarantees	171
10.21.	Keepwell	172
10.22.	Parallel Debt.	173
10.23.	Relative Rights of Secured Parties	173
10.24.	Revolving Obligations Payment Priority	176

ANNEX I	Commitments

SCHEDULE B	Borrower Subsidiary Guarantors
SCHEDULE 6.10	UCC-1 Filing Offices
SCHEDULE 6.11	Capital Stock of Borrowers and Borrower Subsidiary Guarantors
SCHEDULE 6.12	Subsidiaries of the Parent
SCHEDULE 6.15	Legal Name, Type of Organization (and Whether a Registered Organization), Jurisdiction of each Loan Party
SCHEDULE 6.21	Collateral Vessels
SCHEDULE 6.22	Properties

EXHIBIT A	Form of Assignment and Assumption Agreement
EXHIBIT B	Form of Guarantee Agreement
EXHIBIT C	Form of Security Agreement
EXHIBIT D	Form of Insurance Assignment
EXHIBIT E	Form of Earnings Assignment
EXHIBIT F	Form of Perfection Certificate
EXHIBIT G	Form of Notice of Borrowing
EXHIBIT H-1 and H-2	Forms of Note
EXHIBIT I	[Reserved]
EXHIBIT J	Auction Procedures
EXHIBIT K	[Reserved]
EXHIBIT L	Form of Intercreditor Agreement

EXHIBITS M-1 to M-4	Form of Tax Compliance Certificates
EXHIBIT N	Form of Ship Mortgage

CREDIT AGREEMENT, dated as of July 25, 2014, among DRILLSHIPS OCEAN VENTURES INC., a Marshall Islands corporation, Drillships Ventures Projects Inc., a Delaware corporation and a wholly-owned subsidiary of the Borrower, OCEAN RIG UDW INC., a Marshall Islands corporation (" ParentUDW "), the Lenders party hereto from time to time, Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the " Administrative Agent " ), as collateral agent (in such capacity, the " Pari Passu Collateral Agent ") and as security trustee (in such capacity, the " Security Trustee "). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

W I T N E S S E T H :

WHEREAS, the Borrowers have requested that the Term Lenders extend credit to the Borrowers in the form of Term Loans on the Effective Date in an aggregate principal amount equal to $1,300,000,000; and

WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available to the Borrowers the term loan and revolving credit facilities provided for herein.

NOW, THEREFORE, IT IS AGREED:

SECTION 1. Definitions and Accounting Terms.

1.01 Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

" 2014 Refinancing " shall mean the refinancing or repayment in full on the Effective Date of all existing Indebtedness outstanding as of the Effective Date under the Ventures Facilities Agreement with the proceeds of the Term Loans, and the release and termination of all guarantees and security interests under the Ventures Facilities Agreement.

" Acquired Debt " shall mean, with respect to any specified Person:

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

Acquired Debt will be deemed to be Incurred on the date the acquired Person becomes a Restricted Subsidiary or the later of the date such Indebtedness is Incurred or the date of the related acquisition of assets from such Person.

" Additional Drilling Unit " shall mean a drilling rig or drillship or other Vessel that is used or useful in the Permitted Business.

" Administrative Agent " shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto.

" Affiliate " of any specified Person shall mean, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

" Affiliate Transaction " shall have the meaning provided in Section 7.12(a).

" Agents " shall mean, collectively, the Administrative Agent and the Other Agents.

" Aggregate Revolving Commitment " shall mean, at any time, the sum of the Revolving Commitments of all the Revolving Lenders at such time.

" Aggregate Revolving Exposure " shall mean, at any time, the sum of the Revolving Exposures of all the Revolving Lenders at such time.

" Agreement " shall mean this Credit Agreement, as modified, supplemented, amended, restated, extended or renewed from time to time.

" Angolan and Brazilian Local Content Subsidiaries " shall mean Olympia Rig Angola Limitada, an Angolan company, and Ocean Rig Do Brazil Servicos de Petroleo Ltda., a Brazilian company, and any other existing or future Local Content Subsidiary organized, formed or existing under the laws of Angola or Brazil.

" Applicable Margin " shall mean (a) in the case of Term Loans, (x) 3.50% per annum for Base Rate Loans and (y) 4.50% per annum for Eurodollar Rate Loans and (b) in the case of Revolving Loans, such amounts per annum as may be specified in an Incremental Revolving Credit Amendment.

" Arrangers " shall mean Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and ABN AMRO Capital USA LLC and their respective successors.

" Asset Sale " shall mean:

(1) any sale, lease, conveyance or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Parent or any of the Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction;

(3) an Involuntary Transfer.

Notwithstanding the preceding, none of the following items shall be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value or that results in generating Net Proceeds, in either case, of less than $30,000,000;

(2) a transfer of Equity Interests or other assets between or among the Parent and the Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Parent or to another Restricted Subsidiary (which must be the Borrower or a Borrower Subsidiary Guarantor if the Equity Interests are of a Borrower Subsidiary Guarantor);

(5) the sale or other disposition of cash or Cash Equivalents, hedging contracts or other financial instruments;

(6) licenses and sublicenses by the Parent or any of the Restricted Subsidiaries of software or intellectual property in the ordinary course of business;

(7) a Restricted Payment that does not violate Section 7.15 or a Permitted Investment;

(8) the sale, lease, conveyance or other disposition of all or substantially all of the assets of ParentUDW and the Restricted Subsidiaries taken as a whole or of the Borrower and the Borrower Subsidiary Guarantors taken as a whole in a manner governed by Section 7.14 or any disposition that constitutes a Change of Control;

(9) the creation or perfection of any Lien permitted pursuant to this Agreement, and any disposition of assets constituting Collateral resulting from foreclosure under any such Lien by the Pari Passu Collateral Agent, or any disposition of assets not constituting Collateral resulting from foreclosure under any such Lien;

(10) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims;

(11) a Qualified DOV MLP IPO and transactions related thereto, and the DOV MLP Formation Transactions and transactions related thereto; and

(12) prior to the consummation of a Qualified DOV MLP IPO, a Non-DOV Qualified MLP Asset Transfer.

" Asset Sale Offer " shall have the meaning provided in Section 7.22(V).

" Asset Sale Offer Period " shall have the meaning provided in Section 7.22(VII).

" Asset Sale Offer Settlement Date " shall have the meaning provided in Section 7.22(VII).

" Asset Sale Offer Termination Date " shall have the meaning provided in Section 7.22(VIII)(1).

" Assignment and Assumption Agreement " shall mean the Assignment and Assumption Agreement substantially in the form of Exhibit A (appropriately completed).

" Assignments " shall mean, collectively, each Insurance Assignment and each Earnings Assignment.

" Attributable Indebtedness " in respect of a Sale and Lease-Back Transaction shall mean, at the time of determination, the present value (discounted according to GAAP at the cost of indebtedness implied in the lease; provided that if such discount rate cannot be determined in accordance with GAAP, the present value shall be discounted at the interest rate agreed to between the Administrative Agent and the Borrowers, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided, however, that if such Sale and Lease-Back Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby shall be determined in accordance with the definition of "Capital Lease Obligations."

" Auction Manager " shall have the meaning provided in Section 2.13(a).

" Auction Notice " shall mean an auction notice given by the Borrowers in accordance with the Auction Procedures with respect to a Purchase Offer.

" Auction Procedures " shall mean the auction procedures with respect to Purchase Offers set forth in Exhibit J hereto.

" Authorized Representative " shall mean, with respect to (a) delivering notices on behalf of the Borrowers, any Person or Persons that has or have been authorized by the Board of Directors of each Borrower to deliver such notices pursuant to this Agreement and that has or have appropriate signature cards on file with the Administrative Agent, (b) delivering financial information and officer's certificates relating to financial matters on behalf of any specified Person pursuant to this Agreement, the chief executive officer, the chief financial officer, the treasurer or controller of such specified Person or, if there is no chief financial officer, treasurer or controller of such specified Person, any other senior executive officer of such specified Person designated by the president or the Board of Directors of such specified Person or such specified Person's general partner as being a financial officer authorized to deliver and certify financial

information on behalf of such specified Person under this Agreement and (c) any other matter on behalf of any specified Person in connection with this Agreement or any other Loan Document, any officer (or a Person or Persons so designated by any two officers) of such specified Person or of such specified Person's general partner, if applicable.

" Available Cash " shall mean, with respect to any period following the consummation of a Qualified DOV MLP IPO:

(1) the sum of (a) all cash and Cash Equivalents of the Borrower and its Subsidiaries on hand at the end of such period and (b) if the Board of Directors of the Borrower so determines, all or any portion of any additional cash and Cash Equivalents of the Borrower and its Subsidiaries on hand on the date the Borrower makes Restricted Payments with respect to such period (including as a result of any borrowings made subsequent to the end of such period); minus

(2) the amount of any cash reserves established by the Board of Directors of the Borrower to (a) provide for the proper conduct of the business of the Borrower and its Subsidiaries (including reserves for future capital expenditures and for anticipated future credit needs) subsequent to such period, (b) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Borrower or any of its subsidiaries is a party or by which it is bound or its assets are subject or (c) provide funds for Restricted Payments in respect of future periods.

" Bankruptcy Law " shall mean Title 11 of the United States Code, as may be amended from time to time, or any similar federal, state or foreign law for the relief of debtors.

" Base Rate " shall mean, for any day, a rate of interest per annum equal to the highest of (a) the Administrative Agent's Prime Rate for such day, (b) the sum of the Federal Funds Rate for such day plus ¹ / ₂ of 1%, (c) 1% per annum above the Eurodollar Rate for a one-month Interest Period beginning on such date (or if such day is not a Business Day, the immediately preceding Business Day), and (d) solely in the case of Term Loans, 2.00%.

" Base Rate Loan " shall mean a Loan that bears interest as provided in Section 2.06(a)(i).

" Beneficial Owner " shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The term " Beneficially Owned " has a corresponding meaning.

" Board of Directors " shall mean:

(1) with respect to a corporation, the board of directors of such corporation or any committee thereof duly authorized to act on behalf of such board of directors;

(2) with respect to a partnership, the board of directors of the partnership or the general partner of such partnership, as the case may be;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or the manager or any committee of managers; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

" Borrower " shall mean Drillships Ocean Ventures Inc., a Marshall Islands corporation; provided that, in connection with the consummation of a Qualified DOV MLP IPO in which there is a Successor Borrower as provided in Section 7.14, references to "Borrower" shall mean such Successor Borrower. In connection with the consummation of a Qualified DOV MLP IPO and the related DOV MLP Formation Transactions, the Borrower (or Successor Borrower) may be a limited partnership, limited liability company or similar business entity to the extent otherwise permitted pursuant to this Agreement.

" Borrower Subsidiary Guarantor " shall mean a Guarantor that is a Subsidiary of the Borrower.

" Borrowers " shall mean, collectively, the Borrower and Finco.

" Borrowing " shall mean a simultaneous borrowing of Loans of the same Class and Type, and with respect to Eurodollar Rate Loans, with the same Interest Period, from all the Lenders having Commitments or Loans of such Class (other than any Lender which has not funded its share of a Borrowing in accordance with this Agreement).

" Business Day " shall mean (a) for all purposes other than as covered by the following clause (b), any day except Saturday, Sunday and any day which shall be in New York, Norway, Marshall Islands, Greece, or the United Kingdom a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Rate Loans, any day which is a Business Day described in clause (a) above and which is also a day for trading by and between banks in U.S. dollar deposits in the London interbank Eurodollar market.

" Capital Lease Obligations " shall mean, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

" Capital Stock " shall mean (1) in the case of a corporation, corporate stock, (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership

interests and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

" Cash Equivalents " shall mean (1) United States dollars; (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition; (3) certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any commercial bank organized under, or authorized to operate as a bank under, the laws of any country that is a member of the Organization for Economic Cooperation and Development or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, the United States or any state thereof and, in each case, having capital, surplus and undivided profits in excess of $200,000,000 and which have a long term debt rating of "P-2" or higher by Moody's or "A-2" or higher by S&P; (4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; (5) commercial paper having one of the two highest ratings obtainable from Moody's or S&P and, in each case, maturing within six months of the original issue thereof; and (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

" CERCLA " shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same has been amended and may hereafter be amended from time to time, 42 U.S.C. § 9601 et seq.

" Change of Control " shall mean:

(I) Prior to the consummation of a Qualified DOV MLP IPO, the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of amalgamation, merger or consolidation and other than operating leases arising as a result of a drilling contract or vessel employment contract entered into in the ordinary course of business), in one or a series of related transactions, of all or substantially all of the properties or assets of ParentUDW and the Restricted Subsidiaries taken as a whole or of the Borrower and the Borrower Subsidiary Guarantors taken as a whole, in either case, to any "person" (as that term is used in Section 13(d) of the Exchange Act), other than to a Permitted Holder;

(2) ParentUDW or the Borrower is liquidated or dissolved or adopts a plan relating to the liquidation or dissolution of ParentUDW or the Borrower;

(3) the consummation of any transaction or any series of transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any "person" (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of ParentUDW, measured by voting power rather than number of shares; or

(4) other than as a result of the DOV MLP Formation Transactions (including, for the avoidance of doubt, a Permitted DOV Equity Sale Transaction) or a Qualified DOV MLP IPO (including, for the avoidance of doubt, a Qualified DOV MLP IPO that is deemed to occur as a result of a Permitted DOV Equity Sale Transaction), the first day on which ParentUDW ceases to own, directly or indirectly, 100% of the outstanding Equity Interests of the Borrower.

(II) Following the consummation of a Qualified DOV MLP IPO, the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of amalgamation, merger or consolidation and other than operating leases arising as a result of a drilling contract or vessel employment contract entered into in the ordinary course of business), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and the Borrower Subsidiary Guarantors taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act), other than to one or more Qualifying Holders;

(2) the Borrower is liquidated or dissolved or adopts a plan relating to the liquidation or dissolution of the Borrower; or

(3) the consummation of any transaction or any series of transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any "person" (as defined above), other than one or more Qualifying Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Borrower, measured by voting power rather than number of shares, units or other equity securities.

(III) Notwithstanding anything herein to the contrary, a conversion of the Borrower or any of its Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity, an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity or a transaction in which the Borrower becomes a Subsidiary of another Person shall not constitute a Change of Control, so long as immediately following such conversion or exchange either (a) the "persons" (as defined above) who Beneficially Owned the Capital Stock of the Borrower immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for

such entity or its general partner, as applicable, or (b) no "person," other than one or more Permitted Holders or Qualifying Holders, Beneficially Owns more than 50% of the Voting Stock of such entity or its general partner, as applicable, in each case with Beneficial Ownership being measured by voting power. In addition, a Change of Control shall not occur as a result of a Qualified DOV MLP IPO (including, for the avoidance of doubt, a Qualified DOV MLP IPO that is deemed to occur as a result of a Permitted DOV Equity Sale Transaction) and transactions related thereto, or the DOV MLP Formation Transactions (including, for the avoidance of doubt, a Permitted DOV Equity Sale Transaction) and transactions related thereto, including the transfer or contribution of Equity Interests or assets of the Borrower or Borrower Subsidiary Guarantors to the DOV MLP Entities.

" Change of Control Notice " shall have the meaning provided in Section 4.03(b).

" Change of Control Offer " shall have the meaning provided in Section 4.03(a).

" Change of Control Payment Date " shall have the meaning provided in Section 4.03(b)(iii).

" Class ", when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term Loans, Other Term Loans or Revolving Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, an Incremental Commitment or any other commitment hereunder and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class.

" Co-managers " shall mean Nordea Bank Finland plc, London Branch and its respective successors.

" Code " shall mean the Internal Revenue Code of 1986, as amended.

" Collateral " shall mean all rights, assets and property, whether now owned or hereafter acquired, upon which a Lien or Mortgage securing the Secured Obligations is granted or purported to be granted under any Collateral Agreement. Collateral shall not include Excluded Property. Notwithstanding the foregoing, no Collateral of the Borrower or any Guarantor (other than ParentUDW) shall secure the Secured Obligations of ParentUDW.

" Collateral Agreements " shall mean, collectively, the Security Agreement, the Intercreditor Agreement, each Mortgage, each Assignment and each other instrument, including any security document or pledge agreement, creating Liens in favor of the Pari Passu Collateral Agent as required by the Loan Documents, in each case, as the same may be in force from time to time.

" Collateral and Guarantee Requirement " shall mean, at any time, the requirement that:

(a) (i) each Subsidiary of the Borrower that (x) holds any Collateral Vessel, (y) holds any Related Assets with respect to any Collateral Vessel (other than, subject to the limitations provided in Section 7.21, a Local Content Subsidiary) or (z) is party to a Collateral Vessel Contract (other than, subject to the limitations provided in Section 7.21, a Local Content Subsidiary), (ii) prior to the consummation of a Qualified DOV MLP IPO, (x) ParentUDW and

each Subsidiary of ParentUDW that directly or indirectly owns or holds any Equity Interests of the Borrower or any Borrower Subsidiary Guarantor and (y) each Subsidiary of ParentUDW that guarantees any other Pari Passu Obligations and (iii) following the consummation of a Qualified DOV MLP IPO, (x) each Subsidiary of the Borrower that directly or indirectly owns or holds any Equity Interests of any Borrower Subsidiary Guarantor and (y) each Subsidiary of the Borrower that guarantees any other Pari Passu Obligations, shall have duly authorized, executed and delivered to the Administrative Agent the Guarantee Agreement or a supplement thereto, substantially in the form attached thereto, as applicable (pursuant to which such Subsidiary becomes subject to the obligations of a Guarantor), and the Guarantee Agreement shall be in full force and effect;

(b) the Borrower, Finco, each Borrower Subsidiary Guarantor and, prior to the consummation of a Qualified DOV MLP IPO, ParentUDW, shall have (i) duly authorized, executed and delivered the Security Agreement or a supplement thereto, substantially in the form attached thereto, pursuant to which, among other things, all the Capital Stock of (x) Finco and any Borrower Subsidiary Guarantors owned by the Borrower or the Borrower Subsidiary Guarantors and (y) prior to the consummation of a Qualified DOV MLP IPO, the Borrower, shall have been pledged to secure the Secured Obligations, and the Borrower, the applicable Borrower Subsidiary Guarantors and, prior to the consummation of a Qualified DOV MLP IPO, ParentUDW shall have (1) delivered to the Pari Passu Collateral Agent, as pledgee, all the Pledged Securities, together with executed and undated stock powers and (2) otherwise complied with all of the requirements set forth in the Security Agreement and (ii) duly authorized, executed and delivered any other related documentation necessary or advisable as reasonably determined by the Administrative Agent to perfect the Lien on the Collateral referred to in the Security Agreement in the respective jurisdictions of formation or of the chief executive office, as the case may be, of ParentUDW, the Borrower or the Borrower Subsidiary Guarantors, or as other jurisdictions as provided by applicable law, and the Security Agreement shall be in full force and effect, and the Pari Passu Collateral Agent shall have received evidence that all other actions necessary or, in the reasonable opinion of the Pari Passu Collateral Agent desirable, to perfect (to the extent such security interests may be perfected) and protect the security interests purported to be created by such Security Agreement have been taken;

(c) the Pari Passu Collateral Agent shall have received duly authorized, executed and delivered, (i) Insurance Assignments from the Borrower and each applicable Guarantor substantially in the form of Exhibit D covering all such Loan Party's present and future interest in insurance in respect of the Collateral Vessels and other Collateral, and each Insurance Assignment shall be in full force and effect, (ii) Earnings Assignments from each applicable Guarantor substantially in the form of Exhibit E, covering all Earnings derived from or related to a Collateral Vessel Contract (other than any such Earnings payable to a Local Content Subsidiary), and each Earnings Assignment shall be in full force and effect and (iii) a control agreement (or comparable arrangement under U.K. law or other applicable laws that are acceptable to the Pari Passu Collateral Agent) with respect to each Earnings Account, and such control agreements (or comparable arrangements) shall be in full force and effect;

(d) all UCC financing statements required by applicable law or reasonably requested by the Pari Passu Collateral Agent to be filed, registered or recorded to perfect the Liens intended to be perfected pursuant to the terms of the Collateral Agreements with the

priority required by, the Collateral Agreements, shall have been filed, registered or recorded or delivered to the Pari Passu Collateral Agent for filing, registration or recording;

(e) the Pari Passu Collateral Agent shall have received counterparts of Ship Mortgages with respect to each Collateral Vessel and each Substitute Vessel, as applicable, duly authorized, executed and delivered by each Loan Party that holds an interest in each such Collateral Vessel or Substitute Vessel, as applicable and each such Ship Mortgage shall be effective upon filing to create in favor of the Pari Passu Collateral Agent (acting as security trustee for the Lender Creditors and holders of other Pari Passu Obligations if required under the laws of the flag state of any Collateral Vessel or Substitute Vessel), for the benefit of the Lender Creditors, a legal, valid and enforceable first-priority ship mortgage on, and Lien upon, such Collateral Vessel or Substitute Vessel, as applicable, subject only to Permitted Collateral Liens, and each Ship Mortgage shall be in full force and effect; and

(f) all filings, deliveries of instruments, legal opinions and other actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect and preserve the first-priority security interests (subject to Permitted Collateral Liens) described in clauses (a) through (e) above shall have been duly effected or delivered, as the case may be, and the Pari Passu Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Administrative Agent.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing definition shall not require the assignment of any Collateral Vessel Contracts or the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, any Excluded Property and (b) Liens required to be granted from time to time pursuant to the "Collateral and Guarantee Requirement" shall be subject to exceptions and limitations expressly set forth in this Agreement and the Collateral Agreements. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets or the provision of any Loan Guarantee by any Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Agreements.

" Collateral Vessel Contract " shall mean any charterparty, pool agreement or drilling contract in respect of any Collateral Vessel or other contract for use of any Collateral Vessel.

" Collateral Vessels " shall mean the three seventh generation drillships, the Ocean Rig Mylos , the Ocean Rig Skyros , and the Ocean Rig Athena listed on Schedule 6.21. Each such vessel is a Collateral Vessel.

" Commitment " shall mean, with respect to each Lender, such Lender's Revolving Commitment and/or such Lender's Incremental Commitment, as applicable.

" Commitment Fee " shall have the meaning provided in Section 3.01. " Communications " shall have the meaning provided in Section 10.03(d)(ii).

" Completed Drilling Equipment Value " shall mean, at any time, the Fair Market Value of all completed and delivered Drilling Equipment owned by the Parent and its Restricted Subsidiaries at such time.

" Consolidated Cash Flow " shall mean, with respect to any period, Consolidated Net Income of the Parent for such period plus, without duplication:

(1) provision for taxes based on income or profits of the Parent and the Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) the Consolidated Interest Expense of the Parent and the Restricted Subsidiaries to the extent that such Consolidated Interest Expenses were deducted in computing such Consolidated Net Income; plus

(3) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period, but including, for the avoidance of doubt, any write-off or write-down of capitalized debt issuance costs) of the Parent and the Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

In calculating Consolidated Cash Flow, the portion of Consolidated Cash Flow attributable to the Collateral Vessels shall be calculated, for the fiscal quarters ending on or prior to March 31, 2015, using historical operations for all Collateral Vessels in service during any fiscal quarter ended on or after June 30, 2014 plus a pro forma amount in respect of all other relevant fiscal quarters ending on or prior to March 31, 2015 based upon the expected Consolidated Cash Flow resulting from Qualified Services Contracts relating to such Vessels; provided, however , that, for the fiscal quarter ending June 30, 2014, with respect to the Ocean Rig Athena , such calculation shall be made, as if the Vessel was in operation from the beginning of such quarter, using the expected Consolidated Cash Flow of such Vessel based upon its related Qualified Services Contract. In addition to the calculation of Consolidated Cash Flow set forth in this paragraph with respect to such Collateral Vessels, such calculation shall include such other pro forma adjustments (without duplication) applicable to Consolidated Interest Coverage Ratio, Consolidated Net Leverage Ratio and Consolidated Total Leverage Ratio.

Notwithstanding the foregoing, the calculation of Consolidated Cash Flow for any period during which a Qualified DOV MLP IPO is consummated shall be calculated solely with respect to the Borrower and its Restricted Subsidiaries and shall be calculated on a pro forma basis after giving effect to such Qualified DOV MLP IPO as if it had occurred on the first day of such period.

" Consolidated Interest Coverage Ratio " shall mean, for any period, the ratio of the Consolidated Cash Flow of the Parent for such period to the Consolidated Interest Expense of the Parent for such period; provided , however, that:

(1) if the Parent or any of the Restricted Subsidiaries has Incurred any Indebtedness since the beginning of such period that remains outstanding on the date a determination of the Consolidated Interest Coverage Ratio is to be made, or if the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence of Indebtedness, or both, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

(2) if the Parent or any of the Restricted Subsidiaries has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period, or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such repayment, repurchase, defeasance or discharge had occurred on the first day of such period;

(3) if, since the beginning of such period, the Parent or any Restricted Subsidiary shall have made any Asset Sale or Non-DOV Qualified MLP Asset Transfer, Consolidated Cash Flow for such period shall be reduced by an amount equal to the Consolidated Cash Flow (if positive) directly attributable to the assets which are the subject of such disposition for such period, or increased by an amount equal to the Consolidated Cash Flow (if negative) directly attributable thereto for such period, and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Parent or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Parent and the continuing Restricted Subsidiaries in connection with such disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Parent and the continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(4) if, since the beginning of such period, any Person that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any Restricted Subsidiary since the beginning of such period shall have made any Asset Sale, Non-DOV Qualified MLP Asset Transfer or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) above or (7) or (8) below if made by the Parent or a Restricted Subsidiary during such period, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Sale, Non-DOV Qualified MLP Asset Transfer, Investment or acquisition had occurred on the first day of such period;

(6) Consolidated Cash Flow and Consolidated Interest Expense of discontinued operations recorded on or after the date such operations are classified as discontinued in accordance with GAAP shall be excluded but, with respect to Consolidated Interest Expense, only to the extent that the obligations giving rise to such Consolidated Interest Expense shall not be obligations of the Parent or any of the Restricted Subsidiaries following such classification;

(7) if, since the beginning of such period, the Parent or any Restricted Subsidiary shall have (i) by merger or otherwise, made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary), or (ii) acquired assets constituting all or substantially all of an operating unit of a business or an Additional Drilling Unit, subject to the penultimate paragraph under the definition of Consolidated Cash Flow, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including, without limitation, the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period; and

(8) if the Parent or any Restricted Subsidiary shall have entered into an agreement to build or acquire an Additional Drilling Unit that at the time of calculation is being constructed on behalf of the Parent or such Restricted Subsidiary, is scheduled for delivery no later than one year from the time of calculation and either (x) is subject to a Qualified Services Contract or (y) is reasonably expected to realize revenues within 12 months from the beginning of such period as determined in good faith by a Financial Officer as set forth in an Officer's Certificate, then Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if the Additional Drilling Unit subject to such committed construction contract had been acquired by the Parent or such Restricted Subsidiary on the first day of such period.

Subject to the penultimate paragraph under the definition of Consolidated Cash Flow, any pro forma calculations giving effect to the acquisition of an Additional Drilling Unit or to a committed construction contract with respect to an Additional Drilling Unit, in each case that is subject to a Qualified Services Contract or is reasonably expected to realize revenues within 12 months from the beginning of such period as determined in good faith by a Financial Officer as set forth in an Officer's Certificate, shall be made as follows:

(a) the amount of Consolidated Cash Flow attributable to such Additional Drilling Unit shall be calculated in good faith by a Financial Officer as set forth in an Officer's Certificate;

(d) in the case of an Additional Drilling Unit not subject to a Qualified Services Contract, the Consolidated Cash Flow shall be based upon the average of the historical earnings of comparable Vessels in ParentUDW's and its Subsidiaries' fleet over the most recently completed four fiscal quarters, as determined in good faith by a Financial Officer as set forth in an Officer's Certificate;

(f) with respect to any expenses attributable to an Additional Drilling Unit, if the actual expenses differ from the estimate, the actual amount shall be used in such calculation;

(g) if a Qualified Services Contract is terminated, or is amended, supplemented or modified, following the date of calculation, and after giving effect to the termination or the terms of such Qualified Services Contract as so amended, supplemented or modified and revenues reasonably expected to be realized within 12 months of such termination, amendment, supplement or modification, the Parent and the Restricted Subsidiaries would not have been able to but did Incur additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 7.16(a), the Parent will, at the time of any such event, be required to either: (i) repay, or cause the repayment of, all or any part of any such Indebtedness that would not have been permitted to be Incurred had the termination of the Qualified Services Contract or such amendments, supplements or modifications thereto been in effect at the time such Indebtedness was originally Incurred, or (ii) enter into a replacement Qualified Services Contract, the terms of which would have permitted the Incurrence of such Indebtedness had such replacement contract been in effect at the time such Indebtedness was Incurred; and

reference period, which actual Consolidated Cash Flow may be included in the foregoing clause (7).

" Consolidated Interest Expense " shall mean, with respect to any Person for any period, the sum, without duplication, of:

(a) amortization of debt issuance costs; and

(2) the consolidated interest expense of such Person and any of its Restricted Subsidiaries that was capitalized during such period; and

(3) dividends paid in cash or Disqualified Stock in respect of all Preferred Stock of Restricted Subsidiaries and all Disqualified Stock of such Person or any of its Restricted Subsidiaries in each case held by persons other than such Person or any of its Restricted Subsidiaries.

Notwithstanding the foregoing, the calculation of Consolidated Interest Expense for any period during which a Qualified DOV MLP IPO is consummated shall be calculated solely with respect to the Borrower and its Restricted Subsidiaries and shall be calculated on a pro forma basis after giving effect to such Qualified DOV MLP IPO as if it had occurred on the first day of such period.

" Consolidated Net Income " shall mean, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that:

(2) solely for the purpose of determining the amount available for Restricted Payments in Section 7.15(I)(D)(3)(a), the Net Income (but not loss) of any Restricted Subsidiary of such Person (other than a Restricted Subsidiary that is a Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted

Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders (in each case other than as a result of restrictions contained in this Agreement, the other Pari Passu Documents or Existing Indebtedness, in each case as in effect on the Effective Date); provided that Consolidated Net Income of the referenced Person shall be increased by the amount of dividends or other distributions or other payments paid in cash to the referenced Person or a Restricted Subsidiary thereof during such period, to the extent not already included therein;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) non-cash gains and losses due solely to fluctuations in currency values will be excluded;

(6) the effects resulting from the application of purchase accounting in relation to any acquisition that is consummated after the Effective Date will be excluded;

(7) any unrealized gain (or loss) in respect of Hedging Obligations will be excluded;

(8) non-cash charges or expenses with respect to the grant of stock options, restricted stock or other equity compensation awards will be excluded;

(9) goodwill write-downs or other non-cash impairments of assets, or restructuring charges or severance costs associated with acquisitions or dispositions will be excluded;

(10) drydock, shipyard stay and special survey expenses (other than Drydock, Shipyard Stay and Special Survey Amortization Expense for the applicable period) will be excluded; and

(11) non-cash or non-recurring charges will be excluded.

Notwithstanding the foregoing, the calculation of Consolidated Net Income for any period during which a Qualified DOV MLP IPO is consummated shall be calculated solely with respect to the Borrower and its Restricted Subsidiaries and shall be calculated on a pro forma basis after giving effect to such Qualified DOV MLP IPO as if it had occurred on the first day of such period.

" Consolidated Net Leverage Ratio " shall mean, with respect to any specified Person, as of any date of determination, the ratio of (1) (a) Consolidated Total Indebtedness of such Person minus (b) the amount of Unrestricted Cash of such Person and its Restricted Subsidiaries, in each case as of the date of determination to (2) Consolidated Cash Flow of such

Person for the most recently ended four full fiscal quarters, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Interest Coverage Ratio; provided , however , that in calculating the Consolidated Cash Flow of ParentUDW for purposes of this Consolidated Net Leverage Ratio, ParentUDW shall be permitted to include or add back (without duplication) the Consolidated Cash Flow for each of the four full fiscal quarters (and, when applicable, partial fiscal quarter) ended immediately prior to the date of determination that is attributable to the assets transferred during the applicable period to Non-DOV MLP Entities and that would otherwise be excluded from Consolidated Cash Flow as a result of such Non-DOV MLP Asset Transfers (or as a result of the applicable Non-DOV MLP Entities being Unrestricted Subsidiaries); provided , further , however, that (i) the percentage of such Consolidated Cash Flow included or added back pursuant to the foregoing proviso shall not exceed the percentage of economic interest in such transferred assets held directly or indirectly by ParentUDW and its Restricted Subsidiaries after giving effect to such Non-DOV MLP Asset Transfer (and related transactions) and (ii) such Consolidated Cash Flow included or added back pursuant to the foregoing proviso shall only be included or added back if the applicable Non-DOV MLP Entities meet the requirements of clause (4) in the definition of Non-DOV Qualified MLP Asset Transfer.

" Consolidated Total Indebtedness " shall mean, with respect to any Person as of any date of determination, the sum, without duplication, of:

(1) the total amount of Indebtedness (other than Hedging Obligations) of such Person and its Restricted Subsidiaries; plus

For the avoidance of doubt, Consolidated Total Indebtedness shall be calculated on a pro forma basis to exclude any Indebtedness which is redeemable pursuant to its terms and which has been unconditionally called for redemption (or otherwise defeased or satisfied and discharged pursuant to its terms) with a scheduled redemption date within 180 days of the date of determination.

" Consolidated Total Leverage Ratio " shall mean, with respect to any Person, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of such Person as of the date of determination to (2) Consolidated Cash Flow of such Person for the most recently ended four full fiscal quarters, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Interest Coverage Ratio.

" Contracted Drilling Equipment Value " shall mean the aggregate contract price for the acquisition of all uncompleted Drilling Equipment (with the contract price of each uncompleted Drilling Equipment as determined on the date on which the agreement for construction of such Drilling Equipment was entered into by the Parent or the applicable Restricted Subsidiary), plus any Ready for Sea Cost of such Drilling Equipment.

" Contracted Vessel " shall mean a Vessel for which Parent or a Restricted Subsidiary has entered into a contract for the construction or acquisition of such Vessel but which has not yet been delivered or acquired and which Vessel will constitute a Qualified Vessel upon completion and delivery, as determined in good faith by a Financial Officer.

" Conversion, " " Convert " and " Converted " each refer to a conversion of Loans of one Type into Loans of the other Type pursuant to Section 2.07.

" Credit Facilities " shall mean one or more debt facilities or agreements (including loan agreements and indentures) or commercial paper facilities of the Parent or any Restricted Subsidiary with banks, other institutional lenders, commercial finance companies or other lenders or investors providing for revolving credit loans, Capital Lease Obligations, term loans, bonds, debentures or letters of credit, pursuant to agreements or indentures, in each case, as amended, restated, modified, renewed, refunded, replaced, increased or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (and without limitation as to amount, terms, conditions, covenants and other provisions, including increasing the amount of available borrowings thereunder, changing or replacing agent banks and lenders thereunder or adding, removing or reclassifying Subsidiaries of the Parent as borrowers, issuers or guarantors thereunder).

" Creditor " shall have the meaning provided in Section 9.12.

" Custodian " shall mean any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

" Debt Fund Affiliate " shall mean any Affiliate of a competitor of the Parent that is a bona fide debt fund or an investment vehicle that is primarily engaged in or advises debt funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which Affiliates of competitors of the Parent and investment vehicles managed or advised by such Affiliates that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business do not make the investment decisions for such entity.

" Default " shall mean any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

" Defaulting Creditor " shall have the meaning provided in Section 8.03(d).

" Defaulting Lender " shall mean, subject to Section 2.16(b), any Lender, as reasonably determined by the Administrative Agent, that (a) has failed to (i) fund any portion of its Loans required to be funded by it hereunder within two Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender's determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Administrative

Agent, any Lender, the Borrowers, or any of them, in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to that effect (unless such writing or public statement relates to such Lender's obligation to fund a Loan hereunder and states that such position is based on such Lender's determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent or Borrowers, to confirm that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Bankruptcy Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrowers and each Lender.

" Disqualified Stock " shall mean any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of such Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable (in each case other than in exchange for or conversion into Capital Stock that is not Disqualified Stock) at the option of the holder of such Capital Stock, in whole or in part, on or prior to the date that is 91 days after the Term Maturity Date (as such date is set forth on the date of any determination). Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of such Capital Stock have the right to require the Parent or the Borrower, as applicable, to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Parent or the Borrower, as applicable, may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 7.15. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Parent and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock.

" Dollar Equivalent " shall mean, with respect to any monetary amount in a currency other than Dollars, at any time of determination thereof, the amount of Dollars obtained by converting such other currency involved in such computation into Dollars at the spot rate for

the purchase of Dollars with such other currency as published in the Financial Times in the section entitled "Currencies, Bonds & Interest Rates" (or, if the Financial Times is no longer published, or if such information is no longer available in the Financial Times, such source as may be selected in good faith by the Borrower) on the date of such determination. Except as expressly provided otherwise, whenever it is necessary to determine whether the Parent or any of the Restricted Subsidiaries has complied with any covenant or other provision in this Agreement or if there has occurred an Event of Default and an amount is expressed in a currency other than Dollars, such amount will be treated as the Dollar Equivalent determined as of the date such amount is initially determined in such non-dollar currency.

" Dollars " and the sign " $ " shall each mean lawful money of the United States.

" DOV MLP " shall mean a limited partnership, limited liability company or other business entity to be formed in connection with the DOV MLP Formation Transactions.

" DOV MLP Entities " shall mean the DOV MLP and its direct and indirect Subsidiaries and other Persons, which may include Subsidiaries of ParentUDW (including Unrestricted Subsidiaries, if applicable), reasonably related to the formation, operation or governance of the DOV MLP.

" DOV MLP Formation Transactions " shall mean the transactions in connection with the initial creation and capitalization of the DOV MLP prior to, concurrent with or otherwise in connection with a Qualified DOV MLP IPO, including (i) the legal formation of the DOV MLP, the DOV MLP's general partner or managing member, the DOV MLP's direct and indirect Subsidiaries (including any Successor Borrower and successor Finco) and other DOV MLP Entities and Persons reasonably related to the formation, operation or governance of the DOV MLP, (ii) the acquisition, from time to time, directly or indirectly, by the DOV MLP or DOV MLP Entities, whether through a sale, conveyance or other disposition, including any conveyance by means of a contribution, transfer, merger, consolidation or similar transaction, of Equity Interests of, or assets of (which initially shall include, among other assets, the Ocean Rig Mylos , the Ocean Rig Skyros , the Ocean Rig Athena and Related Assets), any Person, including a Restricted Subsidiary (or a successor thereto), or the conversion of any Person, including a Restricted Subsidiary (or a successor thereto), into a limited partnership, limited liability company or other non-corporate Person in accordance with applicable law, (iii) any distributions, payments or other transfers to ParentUDW, the Borrower or any of their Subsidiaries of any portion of the actual or anticipated gross proceeds of a Qualified DOV MLP IPO, (iv) any transactions or other arrangements (including tax sharing arrangements) directly related to the Qualified DOV MLP IPO and customary for such transactions (including, for the avoidance of doubt, the exercise of the underwriter's over-allotment option to purchase Equity Interests and transactions related thereto) and (v) any transaction, from time to time, reasonably related thereto that has been determined in good faith by the Board of Directors of ParentUDW not to have a material adverse effect on the Lenders in their capacity as such. The consummation of a Permitted DOV Equity Sale Transaction shall be deemed to constitute a DOV MLP Formation Transaction for purposes of this Agreement.

" DRH Existing Notes " shall mean the 6.5% Senior Secured Notes due 2017 issued by Drill Rigs Holdings Inc. under the DRH Existing Notes Indenture.

" DRH Existing Notes Indenture " shall mean the Indenture dated as of September 20, 2012, among Drill Rigs Holdings Inc., the Parent, each of the other guarantors party thereto, U.S. Bank National Association, as trustee and Deutsche Bank Trust Company Americas, as noteholder collateral agent, registrar and paying agent.

" DRH Existing Notes Issuer " shall mean the "Issuer" (as defined in the DRH Existing Notes Indenture) of the DRH Existing Notes, as the same may be amended from time to time.

" DRH Issuer Subsidiary " shall mean, during such time as the DRH Existing Notes are outstanding, any "Subsidiary" (as defined in the DRH Existing Notes Indenture) of the DRH Existing Notes Issuer.

" DRH Unrestricted Subsidiary " shall mean a DRH Issuer Subsidiary that has been properly designated as an "Unrestricted Subsidiary" (as defined in the DRH Existing Notes Indenture) under the DRH Existing Notes Indenture.

" Drilling Equipment " shall mean one or more drilling rigs or drillships or other Vessels, together with all related spares, equipment and any additions or improvements.

" Drillships Financing " shall mean Drillships Financing Holding Inc., a Marshall Islands corporation and, as of the date of this Agreement, a wholly-owned Subsidiary of ParentUDW.

" Drillships Financing Term Loan Agreement " shall mean that certain Credit Agreement, dated as of July 12, 2013, as amended and restated on February 7, 2014, among Drillships Financing, Drillships Projects Inc., Ocean Rig UDW, the lenders from time to time party thereto and Deutsche Bank AG New York Branch, in its capacity as the administrative agent and the collateral agent, as amended, restated, modified, renewed, refunded, replaced or refinanced, from time to time, including to increase the amount permitted to be borrowed thereunder or to add or change agents or lenders.

" Drydock, Shipyard Stay and Special Survey Amortization Expense " shall mean, for any period, the amortized amount of all drydock, shipyard stay and special survey expenses in respect of Vessels of the Parent and the Restricted Subsidiaries for such period. Drydock, Shipyard Stay and Special Survey Amortization Expense with respect to any Vessel of the Parent or any Restricted Subsidiary will be amortized over a period commencing with the fiscal quarter in which any such expense is incurred and ending with the fiscal quarter in which the next drydock, shipyard stay or special survey, as applicable, with respect to such Vessel is scheduled to occur.

" Earnings " shall mean (i) all freight, hire and passage moneys payable to the Parent or any of its Subsidiaries as a consequence of the operation of a Vessel owned by the Parent or any of its Subsidiaries, including without limitation payments of any nature under any charterparty, pool agreement, drilling contract or other contract for use of such Vessel, (ii) any claim under any guarantee in respect of any charterparty, pool agreement, drilling contract or other contract for use of a Vessel owned by the Parent or any of its Subsidiaries or otherwise related to freight, hire or passage moneys payable to the Parent or any of its Subsidiaries as a

consequence of the operation of any of the Vessels owned by the Parent or any of its Subsidiaries; (iii) compensation payable to the Parent or any of its Subsidiaries in the event of any requisition of any of the Vessels owned by the Parent or any of its Subsidiaries; remuneration for salvage, towage and other services performed by any of the Vessels owned by the Parent or any of its Subsidiaries and payable to the Parent or any of its Subsidiaries; demurrage and retention money receivable by the Parent or any of its Subsidiaries in relation to any of the Vessels owned by the Parent or any of its Subsidiaries; (vi) all moneys which are at any time payable under the insurances in respect of loss of Earnings; (vii) if and whenever any Vessel owned by the Parent or any of its Subsidiaries is employed on terms whereby any moneys falling within clauses (i) through (vi) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the relevant Vessel; and (viii) other money whatsoever due or to become due to any of the Parent or any of its Subsidiaries in relation to any of the Vessels owned by the Parent or any of its Subsidiaries.

" Earnings Accounts " shall mean any interest bearing account into which all Earnings derived from each Collateral Vessel Contract (other than any such Earnings payable to a Local Content Subsidiary) shall be deposited or forwarded that is subject to an account control agreement (or other comparable arrangements under U.K. laws or other laws acceptable to the Pari Passu Collateral Agent), except to the extent prohibited by applicable law.

" Earnings Assignment " shall mean, collectively, the first-priority assignments of Earnings in favor of the Pari Passu Collateral Agent given by the Borrower and the applicable Guarantor in respect of all Earnings derived from the Collateral Vessels and their respective operations, substantially in the form of Exhibit E hereto as the same may be amended, supplemented or modified from time to time.

" Effective Date " shall have the meaning provided in the first paragraph of Section 5.01.

" Eligible Transferee " shall mean and include a commercial bank, an insurance company, a finance company, a financial institution, any fund that invests in loans or any other "accredited investor" (as defined in Regulation D of the Securities Act); provided that none of the Parent or its Subsidiaries shall be an Eligible Transferee other than in connection with an assignment to a Borrower in accordance with the terms and subject to the conditions set forth in Section 2.13; provided further that no competitor of the Parent, or any Affiliate of a competitor of the Parent that controls such competitor (other than a Debt Fund Affiliate), shall be an Eligible Transferee.

" Eligible Purchaser " shall have the meaning provided in Section 8.03(a).

" Environmental Claims " shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, Liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereafter, " Claims " ), including (a) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response or remedial actions or damages pursuant to any

Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief arising out of alleged injury or threat of injury to health, safety or the environment to the extent due to the Release of or exposure to Hazardous Materials.

" Environmental Law " shall mean any applicable federal, state, foreign, national, international or local statute, law, treaty, rule, regulation, ordinance, code, convention legally binding and enforceable guideline or written policy and rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment relating to the pollution, the environment, natural resources, or health and safety, including CERCLA; OPA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state and local or foreign counterparts or equivalents, in each case as amended from time to time.

" Environmental Liability " shall mean any liability, obligation, loss, claim, action, order, fine, penalty or cost, contingent or otherwise (including natural resource damages, costs of environmental remediation and indemnities), resulting from, arising out of or based upon (a) non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

" Equity Interests " shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security or loan that is convertible into, or exchangeable for, Capital Stock).

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the Effective Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

" ERISA Affiliate " shall mean each person (as defined in Section 3(9) of ERISA) which together with the Borrowers or a domestic Subsidiary of the Borrowers would be deemed to be a "single employer" within the meaning of Section 414(b), (c), (m) or (o) of the Code or any substantially similar provision of foreign law.

" ERISA Event " shall mean (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) a failure by any Plan to satisfy the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is expected to be, in "at-risk" status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA);

(e) the incurrence by the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) or any ERISA Affiliate from the PBGC or a Plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (g) the incurrence by the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in "endangered" or "critical" status, within the meaning of Section 432 of the Code or Section 305 of ERISA; or (i) the occurrence of any event or condition with respect to any Foreign Pension Plan that, under any applicable foreign law, is substantially similar to any of subsections (a) through (h) hereof.

" Eurodollar Rate " shall mean with respect to each Interest Period for any Eurodollar Rate Loan, a rate of interest per annum equal to the higher of (a) the offered rate (rounded upward to the nearest 1/16 of one percent) for deposits of Dollars for a period equivalent to such period at or about 11:00 A.M. (London time) on the Interest Determination Date for such Interest Period as is displayed on Reuters Screen LIBOR01 Page (or on any successor or substitute page on such screen), provided that if on such Interest Determination Date no such rate is so displayed, the Eurodollar Rate for such period shall be determined by reference to such other comparable publicly available service for displaying interest rates applicable to dollar deposits in the London interbank market as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at or about 11:00 A.M. (London Time) on the Interest Determination Date for such Interest Period, in each case divided (and rounded upward to the nearest 1/16 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D), and (b) solely in the case of Term Loans, 1.00%.

" Eurodollar Rate Loan " shall mean a Loan that bears interest as provided in Section 2.06(a)(ii).

" Event of Default " shall have the meaning provided in Section 8.

" Event of Loss " shall mean any of the following events:

(a) the actual or constructive total loss of a Collateral Vessel or the agreed or compromised total loss of a Collateral Vessel;

(b) the destruction of a Collateral Vessel;

(c) damage to a Collateral Vessel to an extent, determined in good faith by a Financial Officer within 90 days after the occurrence of such damage, as shall make repair thereof uneconomical or shall render such Collateral Vessel permanently unfit for normal use (other than obsolescence); or

(d) the condemnation, confiscation, requisition for title, seizure, forfeiture or other taking of title to or use of a Collateral Vessel that shall not be revoked within six months.

An Event of Loss shall be deemed to have occurred:

(i) in the event of the destruction or other actual total loss of a Collateral Vessel, on the date of such loss, or if such date is unknown, on the date such Collateral Vessel was last reported;

(ii) in the event of a constructive, agreed or compromised total loss of a Collateral Vessel, on the date of determination of such total loss;

(iii) in the case of any event referred to in clause (c) above, upon the date of determination; or

(iv) in the case of any event referred to in clause (d) above, on the date that is six months after the occurrence of such event.

" Event of Loss Offer " has the meaning set forth in Section 4.02(d).

" Event of Loss Proceeds " shall mean all compensation, damages and other payments (including insurance proceeds), net of any taxes or fees and expenses required to be paid in connection with the applicable Event of Loss, received by the Parent, the Borrower or a Subsidiary of either of the Parent or the Borrower, or the Pari Passu Collateral Agent, from any Person, including any governmental authority, with respect to or in connection with an Event of Loss.

" Excess Loss Proceeds " has the meaning provided in Section 4.02(d).

" Excess Non-Collateral Vessel Proceeds " shall mean the lesser of (A) (1) 25% multiplied by (2) the excess of the Net Proceeds from a Non-Collateral Vessel Sale over the amount, if any, of such Net Proceeds included in ParentUDW's Consolidated Net Income and (B) (1) any Net Proceeds from a Non-Collateral Vessel Sale less (2) the amount of such Net Proceeds included in ParentUDW's Consolidated Net Income less (3) Indebtedness required to be purchased, repaid or prepaid as set forth in clauses (z)(i) and (z)(ii) of the proviso to Section 7.22(III).

" Excess Proceeds " shall have the meaning set forth in Section 7.22(V).

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

" Excluded Property " shall mean the following, whether now owned or at any time hereafter acquired by the Borrower or any Borrower Subsidiary Guarantor or in which the Borrower or any such Borrower Subsidiary Guarantor now has or at any time in the future may acquire any right, title or interest and whether now existing or hereafter coming into existence: (i) all leasehold real property and all fee simple real property; (ii) all Collateral Vessel Contracts; (iii) equipment or inventory; (iv) any general intangibles, governmental approvals or other rights arising under any contracts, instruments, permits, licenses or other documents if (but only to the extent that) the grant of a security interest therein would constitute a breach of a valid and enforceable restriction on the granting of a security interest therein or assignment thereof in favor of a third party (other than (A) to the extent that any such restriction or prohibition would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including bankruptcy law) or principles of equity, (B) to the extent that the other party has consented to the granting of a security interest therein or assignment thereof pursuant to the terms hereof or pursuant to a grant or assignment for security purposes generally or (C) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding any such prohibition); (v) all deposit accounts other than Earnings Accounts; (vi) cash and Cash Equivalents securing letters of credit, bank guarantees or similar instruments to the extent any Lien thereon constitutes a Permitted Lien; (vii) any and all proceeds of any of the Excluded Property to the extent constituting Excluded Property described in clauses (i) through (vi) above (other than proceeds of a Collateral Vessel Contract assigned pursuant to an Earnings Assignment). For the avoidance of doubt, the term Excluded Property shall include the assets of the Angolan and Brazilian Local Content Subsidiaries.

" Excluded Swap Guarantor " shall mean ParentUDW or any other Guarantor all or a portion of whose Loan Guarantee of, or grant of a security interest to secure, any Swap Obligation (or any Loan Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

" Excluded Swap Obligations " shall mean, with respect to ParentUDW or any other Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Loan Guarantee of ParentUDW or such Guarantor of, or the grant by ParentUDW or such other Guarantor of a security interest to secure, such Swap Obligation (or any Loan Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Loan Guarantee or security interest is or becomes illegal.

" Excluded Taxes " shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient,

(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, a resident for tax purposes in by reason of maintaining a fixed place of business in, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.11) or (ii) such Lender changes its lending office (other than pursuant to Section 2.10), except in each case to the extent that, pursuant to Section 4.08, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient's failure to comply with Section 4.08(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

" Existing Indebtedness " shall mean Indebtedness of ParentUDW and its Subsidiaries in existence on the Effective Date (other than Indebtedness under this Agreement), after giving effect to use of proceeds of the borrowing of the Term Loans and the Revolving Loans (if any) under this Agreement and the repayment of all the Indebtedness outstanding under the Ventures Facilities Agreement on (or substantially concurrently with) the Effective Date; provided that, following the consummation of a Qualified DOV MLP IPO, "Existing Indebtedness" shall mean only such Existing Indebtedness that was, on the Effective Date, Indebtedness of the Borrower and its Subsidiaries.

" Existing Commitment " shall have the meaning provided in Section 2.14(a).

" Existing Loans " shall have the meaning provided in Section 2.14(a).

" Extended Commitments " shall have the meaning provided in Section 2.14(a).

" Extended Loans " shall have the meaning provided in Section 2.14(a).

" Extending Lender " shall have the meaning provided in Section 2.14(b).

" Extension Amendment " shall have the meaning provided in Section 2.14(c).

" Extension Date " shall have the meaning provided in Section 2.14(d).

" Extension Election " shall have the meaning provided in Section 2.14(b).

" Extension Request " shall have the meaning provided in Section 2.14(a).

" Extension Series " shall mean all Extended Loans that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Loans provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, maturity and other terms.

" Fair Market Value " shall mean the value that would be paid by an informed and willing buyer to an unaffiliated, informed and willing seller in a transaction not involving distress or necessity of either party, as determined in good faith by the Board of Directors of the Parent (unless otherwise provided in this Agreement).

" FATCA " shall mean Sections 1471 through 1474 of the Code, as of the Effective Date, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements pursuant to Sections 1471 through 1474 of the Code entered into by the United States as of the Effective Date.

" FCPA " shall mean the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

" Federal Funds Rate " shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

" Fee Letters " shall mean (a) that certain Arranger Fee Letter dated as of July 8, 2014, by and among the Arrangers and ParentUDW, as amended by that certain Supplement dated July 25, 2014, (b) that certain Agency Fee Letter dated as of July 8, 2014 between the Administrative Agent and ParentUDW and (c) to the extent such document relates to the fees of the Pari Passu Collateral Agent and its legal counsel, that certain Global Debt Services Fee Proposal dated as of June 23, 2014, as accepted by ParentUDW on June 26, 2014.

" Fees " shall mean all amounts payable pursuant to or referred to in Section 3.01 (including any Commitment Fee).

" Financial Officer " shall mean the chief executive officer, president, chief financial officer, chief accounting officer, executive vice president, vice president of accounting or treasurer of, prior to the consummation of a Qualified DOV MLP IPO, ParentUDW, and after the consummation of a Qualified DOV MLP IPO, the Borrower.

" Finco " means Drillships Ventures Projects Inc., a Delaware corporation; provided that, in connection with the consummation of a Qualified DOV MLP IPO in which there is a successor Finco as provided under Section 7.14, references to "Finco" shall mean such successor Finco.

" Foreign Lender " shall mean a Lender that is not a U.S. Person.

" Foreign Pension Plan " shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Borrower or any one or more of its Restricted Subsidiaries primarily for

the benefit of employees of the Borrowers or such Restricted Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made on termination of employment, and which plan is not subject to ERISA or the Code.

" GAAP " shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which were in effect on the Effective Date in the United States.

" Governmental Authority " shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

" Guarantee " shall mean a guarantee other than by endorsement of negotiable instrument for collection in the ordinary course of business, direct or indirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement obligations in respect thereof, of all or any part of any Indebtedness.

" Guarantee Agreement " shall mean that certain Guarantee Agreement dated as of the Effective Date among the Borrowers, the Guarantors party thereto, the Pari Passu Collateral Agent and the Administrative Agent, substantially in the form of Exhibit B hereto, as amended or supplemented from time to time in accordance with its terms.

" Guarantors " shall mean (a) prior to the consummation of a Qualified DOV MLP IPO, ParentUDW, each existing Subsidiary of the Borrower that (i) holds any Collateral Vessel,

(ii) holds any Related Assets with respect to any Collateral Vessel or (iii) is party to a Collateral Vessel Contract (other than, in the case of clauses (ii) and (iii) and subject to the limitations provided in Section 7.21, a Local Content Subsidiary) and certain other Subsidiaries of ParentUDW that execute a Loan Guarantee in accordance with this Agreement and (b) following the consummation of a Qualified DOV MLP IPO, each existing Subsidiary of the Borrower that (i) holds any Collateral Vessel, (ii) holds any Related Assets with respect to any Collateral Vessel or (iii) is party to a Collateral Vessel Contract (other than, in the case of clauses (ii) and

(iii) and subject to the limitations provided in Section 7.21, a Local Content Subsidiary) and certain other Subsidiaries of the Borrower that execute a Loan Guarantee in accordance with this Agreement, in each case, together with their respective successors and assigns, until the Loan Guarantee of such Person has been released in accordance with the provisions of this Agreement and the other Loan Documents.

" Hazardous Materials " shall mean (a) any petroleum or petroleum products, radioactive materials, asbestos in any form, ureaformaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and

radon gas, (b) any chemicals, materials or substances regulated as "hazardous substances," "hazardous waste," "hazardous materials," "extremely hazardous substances," "restricted hazardous waste," "toxic substances," "toxic pollutants," "contaminants," or "pollutants," or words of similar import, under any Environmental Law, and (c) any other chemical, material or substance which is regulated under Environmental Laws.

" Hedging Obligations " shall mean, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices (including prices of bunkers or lubricants) or freight rates.

Notwithstanding the foregoing, in the case of any Excluded Swap Guarantor, "Hedging Obligations" shall not include any Excluded Swap Obligations of such Excluded Swap Guarantor.

" Incremental Commitment Amount " shall mean, at any time of determination, $150,000,000 minus the aggregate principal amount of Other Term Loans made prior to such time.

" Incremental Lender " shall mean a Lender with an Incremental Commitment or

an outstanding Other Term Loan.

" Incremental Maturity Date " shall mean the final maturity date of any Other Term Loan, as set forth in the applicable Incremental Term Loan Amendment, which date shall be on or after the Term Maturity Date.

" Incremental Repayment Amount " shall have the meaning provided in Section 4.05(c).

" Incremental Repayment Dates " shall mean the dates scheduled for the repayment of principal of any Other Term Loan, as set forth in the applicable Incremental Term Loan Amendment.

" Incremental Revolving Credit Amendment " shall mean an Incremental Revolving Credit Amendment, in form and substance reasonably satisfactory to the Administrative Agent, among the Parent, the Borrowers, the Administrative Agent and one or more Revolving Lenders establishing a Class of Revolving Commitments hereunder.

" Incremental Term Loan Amendment " shall mean an Incremental Term Loan Amendment, in form and substance reasonably satisfactory to the Administrative Agent, among

the Parent, the Borrowers, the Administrative Agent and one or more Incremental Lenders establishing a Class of Other Term Loans hereunder. " Incremental Commitment " shall mean the commitment of any Lender, established pursuant to Section 2.12, to make Other Term Loans to the Borrowers.

" Incur " shall have the meaning provided in Section 7.16(a).

" Indebtedness " shall mean, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether recourse is to all or a portion of the assets of such Person and whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(4) representing Capital Lease Obligations of such Person;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed;

(6) representing Hedging Obligations of such Person; or

(7) representing Attributable Indebtedness,

" Indemnified Party " shall have the meaning provided in Section 10.01.

" Indemnified Taxes " shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

" Independent Assets or Operations " shall have the meaning provided in Section 7.05(II)(C).

" Insolvency or Liquidation Proceeding " shall mean: (a) any voluntary or involuntary case or proceeding under any bankruptcy law with respect to the Borrower, Finco or any Guarantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Borrower, Finco or any Guarantor or with respect to any of its assets, (c) any liquidation, dissolution, reorganization or winding up of the Borrower, Finco or any Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (other than any liquidation, dissolution, reorganization or winding up of any Subsidiary of the Borrower permitted by the Pari Passu Documents), (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Borrower, Finco or any Guarantor or (e) any other proceeding of any type or nature in which substantially all claims of creditors of the Borrower, Finco or any Guarantor are determined and any payment or distribution is or may be made on account of such claims.

" Insurance Assignment " shall mean, collectively, the first-priority assignments of insurance in favor of the Pari Passu Collateral Agent given by the Borrower and the applicable Guarantor in respect of all insurance covering the Collateral Vessels or their respective operations, substantially in the form of Exhibit D hereto as the same may be amended, supplemented or modified from time to time.

" Intercreditor Agreement " shall mean (i) the intercreditor agreement to be entered into among the Pari Passu Collateral Agent, the Administrative Agent, the holders (or their agent or other representative) of the Other Pari Passu Obligations, ParentUDW, the Borrowers, each other Guarantor and the other parties from time to time party thereto, substantially in the form of Exhibit L hereto, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms and this Agreement and (ii) any replacement thereof that contains terms not materially less favorable to the Lenders than the Intercreditor Agreement referred to in clause (i) of this definition.

" Interest Determination Date " shall mean, with respect to any Eurodollar Rate Loan, the second Business Day prior to the commencement of any Interest Period relating to such Loan.

" Interest Period " shall mean, for each Eurodollar Rate Loan comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Loan or the date of the Conversion of any Base Rate Loan into such Eurodollar Rate Loan, and ending on the last day of the period selected by the Borrowers pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrowers pursuant to the provisions below. The duration of each such Interest Period shall be one-, two-, three- or six-months (or such other period that is twelve months or less, if requested by the Borrowers and consented to by the Administrative Agent and all the Lenders), as the Borrowers may, upon notice received by the Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided , however, that:

(a) if the Borrowers fail to select an Interest Period, then that Interest Period will be three months;

(b) all Eurodollar Rate Loans comprising a Borrowing shall at all times have the same Interest Period;

(c) if any Interest Period for a Eurodollar Rate Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

(d) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first succeeding Business Day; provided , however, that if any Interest Period for a Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(e) no Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date of such Loan; and

(f) the selection of Interest Periods shall be subject to the provisions of Section 2.06.

" Investment Grade Rating " shall mean ratings equal to or higher than both Baa3 (or equivalent) by Moody's and BBB- (or equivalent) by S&P.

" Investments " shall mean, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Parent or any of the Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Parent will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Parent's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 7.15(IV). The acquisition by the Parent or any of the Restricted Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Parent or such Restricted Subsidiary in such third Person that is not a Subsidiary of such Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 7.15(IV). Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

" Involuntary Transfer " shall mean, with respect to any property or asset of the Parent or any Restricted Subsidiary, (a) any damage to such asset that results in an insurance settlement with respect thereto on the basis of a total loss or a constructive or compromised total loss, (b) the confiscation, condemnation, requisition, appropriation or similar taking regarding such asset by any government or instrumentality or agency thereof, including by deed in lieu of

condemnation, or (c) foreclosure or other enforcement of a Lien or the exercise by a holder of a Lien of any rights with respect to it.

" IRS " shall mean the United States Internal Revenue Service.

" Joint Bookrunners " shall mean Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, ABN AMRO Capital USA LLC and their respective successors.

" Joint Global Coordinators " shall mean Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC and their respective successors.

" Leaseholds " of any Person shall mean all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

" Lender " shall mean each financial institution listed on Annex I, as well as any Person which becomes a "Lender" hereunder pursuant to Section 2.11 or 10.04(b) or pursuant to an Incremental Term Loan Amendment or an Incremental Revolving Credit Amendment.

" Lender Creditors " shall mean the Lenders holding from time to time outstanding Loans and/or Commitments, the Agents, the Pari Passu Collateral Agent and any Secured Non-Lender Hedge/Cash Management Providers, each in their respective capacities.

" Lien " shall mean with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in such asset and any filing of or agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction.

" Loan " shall mean the Term Loans and, unless the context shall otherwise require, any Other Term Loans.

" Loan Document Obligations " shall mean all advances to, and debts, liabilities, obligations, covenants, duties and indebtedness (including, without limitation, all principal, premium, interest, penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees and other liabilities or amounts payable or arising thereunder (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Loan Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of each Loan Party to the Lender Creditors, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred under, arising out of, or in connection with this Agreement and the other Loan Documents to which such Loan Party is a party and the due performance and compliance by such Loan Party with all of the terms, conditions and agreements contained in this Agreement and in such other Loan Documents. Notwithstanding the foregoing, in the case of the Restricted Subsidiaries of ParentUDW, the Loan Document Obligations shall not include the Loan Document Obligations of ParentUDW.

" Loan Documents " shall mean this Agreement, each Extension Amendment, the Intercreditor Agreement, each Incremental Term Loan Amendment, each Incremental Revolving Credit Amendment, each Note, each Fee Letter, each Collateral Agreement, the Guarantee Agreement, and, after the execution and delivery thereof, each additional guarantee agreement or additional security document executed pursuant to Section 7.07 and any amendments and waivers to any of the foregoing.

" Loan Guarantees " shall mean, collectively, the guarantees of the Loan Document Obligations, the Secured Cash Management Obligations and the Secured Hedging Obligations made by each Guarantor of the Loan Document Obligations pursuant to the Guarantee Agreement.

" Loan Parties " shall mean, collectively, the Borrowers and each Guarantor.

" Local Content Subsidiary " shall mean any Subsidiary of ParentUDW that is a party to a Collateral Vessel Contract or otherwise holds the right to receive Earnings attributable to a Collateral Vessel or any Related Assets with respect to such Collateral Vessel for the purpose of satisfying any local content law, regulation or requirement or similar law, regulation or requirement.

" Lost Mortgaged Collateral Vessel " has the meaning provided in Section 4.02(a).

" Margin Regulations " shall mean Regulations U, T and X of the Board of Governors of the Federal Reserve System.

" Margin Stock " shall have the meaning provided in Regulation U.

" Market Disruption Event " shall occur if before close of business in New York on the Interest Determination Date for the relevant Interest Period, the Administrative Agent receives notifications from Lenders holding outstanding Loans at such time (but excluding any Loans purchased by the Borrowers pursuant to Section 2.13) equal to at least 66 2/3% of the outstanding amount of all Loans at such time that (a) the cost to such Lenders of obtaining matching deposits in the London interbank Eurodollar market for the relevant Interest Period would be in excess of the Eurodollar Rate for such Interest Period or (b) such Lenders are unable to obtain funding in the London interbank Eurodollar market.

" Material Adverse Effect " shall mean (a) a material adverse effect on the operations, business, properties, or financial condition of the Parent and its Restricted Subsidiaries, taken as a whole, (b) a material impairment of the rights and remedies of the Pari Passu Collateral Agent, the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

" Maturity Date " shall mean the Term Maturity Date, the Revolving Maturity Date, the Incremental Maturity Date or any maturity date related to any Extension Series of Extended Loans, as applicable.

" MD&A " shall have the meaning provided for in Section 7.05.

" Moody's " shall mean Moody's Investors Service, Inc., or any successor to the rating agency business thereof.

" Mortgage " shall mean each Ship Mortgage, each other mortgage, deed of trust, deed to secure debt and any other document or instrument under which any Lien on property owned or leased by the Borrower or any Guarantor is granted to secure the Secured Obligations or under which rights or remedies with respect to any such Liens are governed, as the same may be amended, supplemented or modified from time to time. Notwithstanding the foregoing, no Mortgage granted by the Borrower or any Guarantor (other than the Parent) shall secure the Secured Obligations of the Parent.

" Multiemployer Plan " shall mean any "multiemployer plan" as defined in Section 3(37) or Section 4001(a)(3) of ERISA or any Foreign Pension Plan subject to substantially similar provisions of non-U.S. law.

" Net Income " shall mean, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: (1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (a) any Asset Sale or other asset dispositions (other than in the ordinary course of business) or (b) the disposition of any securities by such Person, the Borrower or any of the Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

Notwithstanding the foregoing, the calculation of Net Income for any period during which a Qualified DOV MLP IPO is consummated shall be calculated solely with respect to the Borrower and its Restricted Subsidiaries and shall be calculated on a pro forma basis after giving effect to such Qualified DOV MLP IPO as if it had occurred on the first day of such period.

" Net Proceeds " shall mean the aggregate cash proceeds and Cash Equivalents received by the Parent or any of the Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, relocation expenses Incurred as a result of such Asset Sale, and taxes paid or payable as a result of such Asset Sale after taking into account any available tax credits or deductions and any tax-sharing arrangements, and (2) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

" Net Tangible Assets " shall mean, as of any date, total assets, less goodwill and other intangible assets and liabilities, in each case as shown on the most recent consolidated balance sheet of the Parent and its Restricted Subsidiaries prepared in accordance with GAAP for

which internal financial statements are available immediately preceding the date on which any calculation of Net Tangible Assets is being made.

" Non-Collateral Vessel Sale " shall have the meaning provided in Section 7.22(III).

" Non-DOV MLP " shall mean a limited partnership, limited liability company or other business entity formed as part of Non-DOV MLP Formation Transactions in order to undertake a Non-DOV Qualified MLP IPO intended to acquire, from time to time, directly or indirectly, Equity Interests of, or assets of, any Person, including a Restricted Subsidiary (or a successor thereto) but excluding the Borrowers (or a Successor Borrower) and its Subsidiaries, as part of Non-DOV MLP Formation Transactions.

" Non-DOV MLP Asset Transfer " shall mean, prior to the consummation of a Qualified DOV MLP IPO, the initial transfer of assets by ParentUDW or any Restricted Subsidiary (which may include Equity Interests) other than the Borrower and its Subsidiaries (or any of their respective assets), to a Non-DOV MLP or other Non-DOV MLP Entities in connection with Non-DOV MLP Formation Transactions and any subsequent transfer of assets (which may include Equity Interests) other than the Borrower and its Subsidiaries (or any of their respective assets) to such Non-DOV MLP or other Non-DOV MLP Entities.

" Non-DOV MLP Entities " shall mean the Non-DOV MLP and its direct and indirect Subsidiaries and other Persons, which may include Subsidiaries of ParentUDW (including Unrestricted Subsidiaries) other than the Borrower and its Subsidiaries, reasonably related to the formation, operation or governance of the Non-DOV MLP.

" Non-DOV MLP Formation Transactions " shall mean, prior to the consummation of a Qualified DOV MLP IPO, the transactions in connection with the initial creation and capitalization of a Non-DOV MLP prior to, concurrent with or otherwise in connection with a Non-DOV Qualified MLP IPO, including (i) the legal formation of the Non-DOV MLP, the Non-DOV MLP's general partner or managing member, the Non-DOV MLP's direct and indirect Subsidiaries and other Non-DOV MLP Entities and Persons reasonably related to the formation, operation or governance of the Non-DOV MLP, (ii) the acquisition, from time to time, directly or indirectly, by the Non-DOV MLP or Non-DOV MLP Entities, whether through a sale, conveyance or other disposition, including any conveyance by means of a contribution, transfer, merger, consolidation or similar transaction, of Equity Interests of, or assets of (other than the Ocean Rig Mylos , the Ocean Rig Skyros , the Ocean Rig Athena and Related Assets), any Person, including a Restricted Subsidiary (or a successor thereto) other than the Borrower and its Subsidiaries, or the conversion of any Person, including a Restricted Subsidiary (or a successor thereto) other than the Borrower and its Subsidiaries, into a limited partnership, limited liability company or other non-corporate Person in accordance with applicable law, (iii) any distributions, payments or other transfers to ParentUDW, the Borrower or any of their Subsidiaries of any portion of the actual or anticipated gross proceeds of a Non-DOV Qualified MLP IPO, (iv) any transactions or other arrangements (including tax sharing arrangements) directly related to the Non-DOV Qualified MLP IPO and customary for such transactions (including, for the avoidance of doubt, the exercise of the underwriter's over-allotment option to purchase Equity Interests and transactions related thereto) and (v) any transaction, from time to time, reasonably related thereto

that has been determined in good faith by the Board of Directors of ParentUDW not to have a material adverse effect on the holders of the notes.

" Non-DOV Qualified MLP Asset Transfer " shall mean a Non-DOV MLP Asset Transfer that is consummated prior to the consummation of a Qualified DOV MLP IPO and that satisfies each of the following five conditions:

(1) ParentUDW or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Non-DOV MLP Asset Transfer at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) after giving effect to the Non-DOV MLP Asset Transfer, including the application of proceeds therefrom, the Consolidated Net Leverage Ratio of ParentUDW shall not exceed 5.5 to 1.0;

(3) immediately after giving effect to the Non-DOV MLP Asset Transfer, ParentUDW shall, directly or indirectly, control the general partner, managing member or similar controlling Person of the Non-DOV MLP that directly or indirectly receives the assets or Equity Interests issued or sold or otherwise disposed of in respect of the Non-DOV MLP Asset Transfer;

(4) the Non-DOV MLP and other Non-DOV MLP Entities (that receive, directly or indirectly, the assets or Equity Interests issued, sold or otherwise disposed of in the Non-DOV MLP Asset Transfer) shall have been structured to provide for reasonably customary master limited partnership related distributions to ParentUDW or a Restricted Subsidiary to the extent of and pursuant to the terms of their Equity Interests in such Non-DOV MLP Entities (or if such distributions will be made initially to an Unrestricted Subsidiary, such Unrestricted Subsidiary shall be subject to a contractual or other arrangement that requires such Unrestricted Subsidiary to make reasonably regular distributions of such amounts to ParentUDW or a Restricted Subsidiary), in either case, without duplication, in proportion to the economic ownership of ParentUDW in such Non-DOV MLP Entities and in all cases subject to and in accordance with (including any subordination on the right to receive distributions and other limitations in) the organizational or other relevant governing documents of such relevant Non-DOV MLP Entities; and

(5) immediately before and after giving effect to the Non-DOV MLP Asset Transfer, no Default or Event of Default under any instrument governing Indebtedness of ParentUDW, the Borrower or any of its Restricted Subsidiaries shall have occurred or be continuing.

" Non-DOV Qualified MLP IPO " shall mean, in connection with a Non-DOV MLP Formation Transaction, an initial offer and sale of common units of the Non-DOV MLP in an underwritten public offering for cash pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-4, Form F-4 and Form S-8 or otherwise relating to Equity Interests of the Non-DOV MLP issuable under any employee benefit plan).

" Non-Recourse Debt " shall mean Indebtedness:

(1) as to which neither the Parent nor any of the Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Parent or any of the Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing, or the governing documentation provides that the lenders will not have any recourse to the stock or assets of the Parent or any of the Restricted Subsidiaries.

" Note " shall have the meaning provided in Section 2.04.

" Notice of Borrowing " shall have the meaning provided in Section 2.02(a).

" Notice Office " shall mean the office of the Administrative Agent located at 60 Wall Street, 2nd Floor, New York, New York 10005, Attn: Agency Transactions, (646) 4618448, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

" Ocean Rig UDW " shall mean Ocean Rig UDW Inc., a Marshall Islands corporation.

" Ocean Rig UDW Existing Notes " shall mean the 7.25% Senior Notes due 2019 issued by ParentUDW under the Ocean Rig UDW Existing Notes Indenture.

" Ocean Rig UDW Existing Notes Indenture " shall mean the Indenture dated as of March 26, 2014, among ParentUDW, each of the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.

" Officer's Certificate " shall mean a certificate signed on behalf of any Person by an officer, whom must be the Chief Executive Officer, the Chief Financial Officer, President, Executive Vice President, Vice President or Treasurer or another executive officer or another Person serving in a similar function of such Person.

" OPA " shall mean the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et seq.

" Other Agents " shall have the meaning provided in Section 9.11

" Other Connection Taxes " shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

" Other Pari Passu Obligations " shall mean Indebtedness of the Borrowers or the Borrower Subsidiary Guarantors that is equally and ratably secured with the other Pari Passu Obligations (subject to the Intercreditor Agreement) as permitted by the Pari Passu Documents and is designated by the Borrower as an "Other Pari Passu Obligation" pursuant to the Intercreditor Agreement; provided that the trustee, agent or representative of the holders or lenders of such Indebtedness shall have become a party to the Intercreditor Agreement (either directly or by joinder thereto) on behalf of such holders or lenders.

" Other Taxes " shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, other than any such Taxes that are Other Connection Taxes imposed with respect to a Lender's assignment of all or a portion of its rights and obligations under this Agreement (other than an assignment made at the request of the Borrowers pursuant to Section 2.11).

" Other Term Loans " shall have the meaning provided in Section 2.12(a).

" Parallel Debt " shall mean any amount which a Loan Party owes to the Pari Passu Collateral Agent under Section 10.22.

" Parent " shall mean (i) prior to the consummation of a Qualified DOV MLP IPO, Ocean Rig UDW, and (ii) following the consummation of a Qualified DOV MLP IPO, the Borrower. Except as otherwise indicated, following the consummation of a Qualified DOV MLP IPO, references to "the Parent and the Borrower", "the Parent or the Borrower", "the Parent, the Borrower" and similar references shall thereafter be deemed to be references only to "the Borrower".

" Parent Restricted Information " shall mean material non-public information with respect to the Parent or its Subsidiaries or with respect to the securities of any such Person.

" ParentUDW " shall have the meaning provided in the introductory paragraph.

" Pari Passu Collateral Agent " shall mean Deutsche Bank AG New York Branch in its capacity as collateral agent for its benefit, for the benefit of the Lenders under the Collateral Agreements and for the benefit of the holders of all other Pari Passu Obligations, together with its successors in such capacity.

" Pari Passu Documents " shall mean, collectively, the Loan Documents and any document or instrument evidencing or governing any Other Pari Passu Obligations.

" Pari Passu Obligations " shall mean (a) the Secured Obligations, (b) all Other Pari Passu Obligations and (c) all other obligations of the Borrowers and the Guarantors in respect of, or arising under, the applicable Pari Passu Documents, in respect of the obligations

described in clauses (a) through (c) of this definition, (including, all principal, premium, interest, penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable or arising thereunder), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrowers or any Guarantor of an Insolvency or Liquidation Proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such Insolvency or Liquidation Proceeding. The Pari Passu Obligations shall be subject to the terms of the Intercreditor Agreement.

" PATRIOT Act " shall mean the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)), as amended.

" Payment Default " shall have the meaning provided in Section 8(b).

" Payment Office " shall mean the office of the Administrative Agent located at 60 Wall Street, New York, New York 10005, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

" PBGC " shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

" Percentage " of any Lender in respect of any Class of Commitments or Loans at any time shall mean a fraction (expressed as a percentage) the numerator of which is the amount of such Commitment (or, after the termination thereof, the outstanding principal amount of such Loans) of such Lender and the denominator of which is the aggregate amount of the Commitments (or, after the termination thereof, the aggregate outstanding principal amount of all such Loans) of all of the Lenders at such time; provided that, for the avoidance of doubt, if the Borrower or any of its Affiliates purchases any Loans pursuant to Section 2.13, such Loans so purchased shall be excluded for the purposes of making a determination of the Percentage of any Lender.

" Perfection Certificate " shall mean a certificate in the form of Exhibit F or any other form approved by the Pari Passu Collateral Agent and the Administrative Agent.

" Permitted Business " shall mean a business in which ParentUDW or any of its Restricted Subsidiaries were engaged on the Effective Date and any business reasonably related or complimentary thereto.

" Permitted Collateral Liens " shall mean Liens described in clauses (2), (3), (4), (5)(a), (6), (7), (8), (9), (10) (but only in connection with the refinancing of Indebtedness secured by Liens Incurred or permitted to exist pursuant to clauses (2), (3) and (5)(a) of the definition of "Permitted Liens"), (11), (12), (14), (16), (17), (18), (20), (21) (but only in connection with Permitted Refinancing Indebtedness Incurred in respect of Pari Passu Obligations), (22), (23) and (24) of the definition of "Permitted Liens."

" Permitted Debt " shall have the meaning provided in Section 7.16(b).

" Permitted DOV Equity Sale Transaction " means the sale or other disposition of at least 15% of the Voting Stock of the Borrower (measured by voting power rather than number of shares) to a Non-DOV MLP (or a Non-DOV MLP Entity that is a Subsidiary of such Non-DOV MLP) that has consummated, or in connection with such Permitted DOV Equity Sale Transaction will consummate, a Non-DOV Qualified MLP IPO; provided that, after giving effect to any such sale or disposition, (a) no Default or Event of Default under any instrument governing Indebtedness of ParentUDW or any of its Subsidiaries (including the Borrower) has occurred and is continuing and (b) the Consolidated Net Leverage Ratio of the Borrower shall not exceed 4.25 to 1.0 (which shall be certified to the Administrative Agent by a Financial Officer of the Borrower).

" Permitted Equipment Lien " shall mean any Lien Incurred and permitted to exist pursuant to clause (18) of the definition of " Permitted Lien " .

" Permitted Holder " shall mean DryShips Inc., a Marshall Islands company, Mr. George Economou, Mr. Anthony Kandylidis, or any spouse, former spouse or member of their respective immediate families, any of his or their Affiliates, or any Person that is controlled, directly or indirectly, by any such Permitted Holder.

" Permitted Investments " shall mean:

(1) any Investment in the Parent or in any Restricted Subsidiary;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Parent or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent or a Restricted Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from (a) an Asset Sale that was made pursuant to and in compliance with Section 7.22 or (b) prior to the consummation of a Qualified DOV MLP IPO, a Non-DOV Qualified MLP Asset Transfer or an other disposition of properties or assets that does not constitute an Asset Sale;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Parent;

(6) any Investments received in compromise or resolution of obligations of trade creditors or customers that were Incurred in the ordinary course of business of the Parent or any of the Restricted Subsidiaries, including pursuant to any plan of reorganization or similar

arrangement upon the bankruptcy or insolvency of any trade creditor or customer and any Investments obtained in exchange for any such Investments;

(7) Investments represented by Hedging Obligations permitted by Section 7.16(b)(5);

(8) any guarantee of Indebtedness or other obligations of the Parent or any Restricted Subsidiary permitted to be incurred under this Agreement;

(9) Investments that are in existence on the Effective Date, and any extension, modification or renewal thereof, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Effective Date);

(10) Investments acquired after the Effective Date as a result of the acquisition by the Parent or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation, to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(11) loans or advances referred to in Section 7.12(c)(6);

(13) prior to the consummation of a Qualified DOV MLP IPO, other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding, not to exceed the greater of (x) $125,000,000 and (y) 4.0% of Net Tangible Assets;

(14) prior to the consummation of a Qualified DOV MLP IPO, any Non-DOV MLP Formation Transactions or Non-DOV MLP Asset Transfer consummated in compliance with Section 7.22 or that otherwise constitutes a Non-DOV Qualified MLP Asset Transfer; and

(15) prior to the consummation of a Qualified DOV MLP IPO, loans by Ocean Rig UDW to Non-DOV MLP Entities pursuant to one or more revolving credit facilities in an aggregate principal amount not to exceed $100,000,000.

" Permitted Jurisdiction " shall mean: any of the Republic of the Marshall Islands, the United States of America, any State of the United States or the District of Columbia, the Commonwealth of the Bahamas, the Republic of Liberia, the Republic of Panama, the Commonwealth of Bermuda, the British Virgin Islands, the Cayman Islands, the Isle of Man, Cyprus, Norway, Greece, Hong Kong, the United Kingdom, Malta, any Member State of the

European Union and any other jurisdiction generally acceptable to institutional lenders in the shipping and offshore drilling industries, as determined in good faith by the Board of Directors of the Parent.

" Permitted Liens " shall mean:

(1) Liens in favor of the Borrowers or the Guarantors;

(2) Liens on property of a Person existing at the time such Person is merged with or into or amalgamated or consolidated with the Parent or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger, amalgamation or consolidation, were not Incurred in contemplation thereof and do not extend to any assets other than those of the Person merged into or amalgamated or consolidated with the Parent or such Restricted Subsidiary;

(3) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Parent or any Restricted Subsidiary; provided that such Liens were in existence prior to, and not Incurred in contemplation of, such acquisition;

(4) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature Incurred in the ordinary course of business;

(5) Liens existing on the Effective Date, after giving effect to the use of proceeds of the Loans on the Effective Date (and the related release of any Liens securing any Indebtedness so repaid);

(7) Liens imposed by law, such as necessaries suppliers', carriers', warehousemen's, landlords' and mechanics' Liens, in each case, Incurred in the ordinary course of business, for amounts not more than thirty (30) days past due or which are being contested in good faith;

(9) Liens on the Collateral created for the benefit of (or to secure) the Loan Document Obligations pursuant to Section 7.16(b)(2)(a) and Permitted Refinancing Indebtedness in respect thereof; provided, that the holders of such Liens are subject to the Intercreditor Agreement;

(10) Liens to secure any Indebtedness permitted to be Incurred under this Agreement to refinance any Indebtedness secured by Liens Incurred or permitted to exist pursuant to clauses (2), (3) and (5) or this clause (10) of this definition; provided , however, that:

(11) Liens arising by reason of any judgment, attachment, decree or order of any court or other governmental authority not giving rise to an Event of Default that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made thereof;

(12) Liens securing cash management obligations and rights of setoff in favor of a bank, imposed by law, by such bank's policies and procedures or by the general banking conditions ( algemene bankvoorwaarden ) and incurred in the ordinary course of business on deposit accounts maintained with such bank and cash and Cash Equivalents in such accounts;

(13) Liens Incurred in the ordinary course of business on assets that do not constitute Collateral in respect of Indebtedness permitted to be Incurred pursuant to Section 7.16 not exceeding $50,000,000 at any time outstanding;

(14) Liens to secure Hedging Obligations permitted to be Incurred pursuant to Section 7.16;

(15) prior to the consummation of a Qualified DOV MLP IPO, Liens on Equity Interests held by ParentUDW in any Restricted Subsidiary (other than the Borrowers or any Borrower Subsidiary Guarantor) that secure guarantees by ParentUDW of Indebtedness of its Restricted Subsidiaries or Indebtedness of ParentUDW guaranteed by such Restricted Subsidiaries;

(16) Liens arising from precautionary UCC financing statements filings or other applicable similar filings regarding operating leases and vessel charters entered into by the Borrower or a Guarantor in the ordinary course of business;

(17) Liens Incurred in the ordinary course of business of the Borrower or a Guarantor arising from Vessel operating, chartering, drydocking, maintenance, repair, refurbishment or replacement, the furnishing of supplies and bunkers to Vessels and related

assets, repairs and improvements to Vessels and related assets, masters', officers' or crews' wages and maritime Liens, in the case of each of the foregoing, which were not Incurred or created to secure the payment of Indebtedness and which in the aggregate do not materially adversely affect the value of the properties subject to such Lien or materially impair the use for the purposes of which such properties are held by the Borrower and the Guarantors;

(18) Liens on Collateral constituting fixed or capital assets acquired or constructed by the Borrower or a Borrower Subsidiary Guarantor and securing Indebtedness Incurred in the ordinary course of business for the purpose of financing or refinancing such acquisition or construction; provided that (a) each such Lien does not extend to or cover any other asset of the Borrower or a Guarantor other than such acquired or constructed assets and additions, improvements or other assets affixed or appurtenant thereto, (b) the Incurrence of such Indebtedness is permitted pursuant to Section 7.16, (c) the Indebtedness secured by each such Lien does not exceed the cost of acquiring or constructing the applicable fixed or capital asset and (d) the aggregate Indebtedness at any time outstanding secured by all Liens Incurred pursuant to this clause (18) shall not exceed $25,000,000;

(19) Liens arising under a contract over goods, documents of title to goods and related documents and insurances and their proceeds, in each case in respect of documentary credit transactions entered into with customers of the Parent and its Subsidiaries in the ordinary course of business; provided that no such Liens shall extend to any assets or property constituting Collateral;

(20) Liens arising under any retention of title, hire, purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied in the ordinary course of business;

(21) Liens representing the interest in title of a lessor;

(22) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness (so long as such defeasance, discharge or redemption is permitted under Section 7.15) or Liens arising under this Agreement in favor of the Administrative Agent or the Pari Passu Collateral Agent, as the case may be, for its own benefit and similar Liens in favor of agents, trustees and representatives arising under instruments governing Indebtedness permitted to be incurred under this Agreement, provided that such Liens are solely for the benefit of the agents, trustees or representatives in their capacities as such and not for the benefit of the holders of such Indebtedness;

(23) with respect to each of the Collateral Vessels, Liens for crew's wages remaining unpaid in accordance with reasonable commercial practices or for collision or salvage, or other similar Liens arising in the ordinary course of business, for amounts not more than thirty (30) days past due (unless any such Lien is being contested in good faith and by appropriate proceedings or other acts and the owner of the applicable Collateral Vessel shall have set aside on its books adequate reserves with respect to such amounts and so long as such deferment in payment shall not subject such Collateral Vessel to forfeiture or loss); and

(24) with respect to each of the Collateral Vessels, Liens for loss, damage or expense which are fully covered by insurance or in respect of which a bond or other security has been posted by or on behalf of the owner of the applicable Collateral Vessel with the appropriate court or other tribunal to prevent the arrest or secure the release of such Collateral Vessel from arrest.

" Permitted Refinancing Indebtedness " shall mean any Indebtedness of the Parent or any of the Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, in whole or in part, other Indebtedness of the Parent or any of the Restricted Subsidiaries (other than intercompany Indebtedness) (the " Refinanced Indebtedness " ); provided that:

(2) such Permitted Refinancing Indebtedness has a final maturity date that is either no earlier than the final maturity date of the Refinanced Indebtedness, or more than 90 days after the Term Maturity Date (as in effect on the date of determination), and has a Weighted Average Life to Maturity that is (i) equal to or greater than the Weighted Average Life to Maturity of, the Refinanced Indebtedness or (ii) more than 90 days after the Term Maturity Date (as in effect on the date of determination);

(3) if the Refinanced Indebtedness is (i) subordinated in right of payment to the Loan Document Obligations, then such Permitted Refinancing Indebtedness is subordinated in right of payment to the Loan Document Obligations, (ii) pari passu in right of payment to the Loan Document Obligations, then such Permitted Refinancing Indebtedness is subordinated or pari passu in right of payment to the Loan Document Obligations, in the case of each of (i) and (ii), on terms at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Indebtedness or (iii) subject to the Intercreditor Agreement then the trustee, agent or other representative of the holders of lenders of such Permitted Refinancing Indebtedness has become a party to the Intercreditor Agreement (either directly or by joinder thereto) on behalf of such holders or lenders; and

(4) in the case of Indebtedness of the Borrower or any Borrower Subsidiary Guarantor, such Indebtedness is Incurred either by the Borrower or by the Borrower Subsidiary Guarantor or both the Borrower and the Borrower Subsidiary Guarantor who is the obligor on the Refinanced Indebtedness.

" Permitted Repairs " shall mean, with respect to any Substitute Vessel, repairs which, in the reasonable judgment of the Parent, are required to be made to such Substitute Vessel upon acquisition and which are made within 120 days of the acquisition thereof.

" Person " shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

" Plan " shall mean any pension plan as defined in Section 3(2) of ERISA, excluding any pension plan that is not subject to Title IV of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Borrowers or a Subsidiary of the Borrowers or any ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which the Borrowers, or a Subsidiary of the Borrowers or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

" Platform " shall have the meaning provided in Section 10.03(d)(i).

" Pledged Securities " shall mean physical stock certificates representing the Equity Interests of each Borrower Subsidiary Guarantor, Finco and, prior to the consummation of a Qualified DOV MLP IPO, the Borrower, to the extent such Equity Interests are certificated.

" Preferred Stock " as applied to the Capital Stock of any Person, shall mean the Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

" Prime Rate " shall mean the rate which the Administrative Agent publicly announces from time to time as its prime lending rate. The Prime Rate shall change when and as such prime lending rate changes. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.

" Projections " shall mean the detailed projected consolidated financial statements of the Parent and its consolidated Subsidiaries for the five fiscal years ending after the Effective Date, which projections shall (a) reflect the forecasted consolidated financial condition of the Parent and its consolidated Subsidiaries after giving effect to the financing hereof, and (b) be prepared and approved by an Authorized Representative of the Parent or the Borrower.

" Purchase Offer " shall have the meaning provided in Section 2.13(a).

" Qualified DOV MLP IPO " shall mean, upon satisfaction of the Qualified DOV MLP IPO Conditions (which shall be certified to the Administrative Agent by an authorized signatory of the Borrower) and in connection with the DOV MLP Formation Transactions, an initial offer and sale of common units of the DOV MLP in an underwritten public offering for cash pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-4, Form F-4 and Form S-8 or otherwise relating to Equity Interests of the DOV MLP issuable under any employee benefit plan). In addition, a Qualified DOV MLP IPO shall be deemed to occur upon the consummation of a Permitted DOV Equity Sale Transaction.

" Qualified DOV MLP IPO Conditions " shall mean, in connection with a potential Qualified DOV MLP IPO, that upon the consummation of such Qualified DOV MLP IPO and the DOV MLP Formation Transactions (and after giving pro forma effect thereto, including the application of the net proceeds therefrom), (a) no Default or Event of Default under any instrument governing Indebtedness of ParentUDW or any of its Subsidiaries (including the

Borrower) has occurred and is continuing and (b) the Consolidated Net Leverage Ratio of the Borrower shall not exceed 4.25 to 1.0.

" Qualified DOV MLP IPO Date " has the meaning set forth in Section 7.15.

" Qualified Services Contract " shall mean, with respect to any Additional Drilling Unit acquired by, or committed to be delivered to, the Parent or any of its Restricted Subsidiaries, a bona fide contract or series of contracts, together with any amendments, supplements or modifications thereto, that the Board of Directors of the Parent, acting in good faith, designates as a "Qualified Services Contract" pursuant to a resolution of the Board of Directors of the Parent, which contract or contracts:

(1) are between the Parent or one of its Restricted Subsidiaries, on the one hand, and a Person that is not an Affiliate of the Parent and (a) such Person has a rating (or a Person whose parent has such a rating) of either BBB- or higher from S&P or Baa3 or higher from Moody's, or if such ratings are not available, then a similar investment grade rating from another nationally recognized statistical rating agency, or (b) such contract is supported by letters of credit, performance bonds or guarantees from such Person or its parent that has an investment grade rating as described in the preceding subclause (a) of this clause (1), or (c) such contract provides for a lockbox or similar arrangements or direct payment to the Parent or its Restricted Subsidiary, as the case may be, for the full amount of the contracted payments due over the four-quarter reference period considered in calculating Consolidated Cash Flow;

(2) provide for services to be performed by the Parent or one or more of its Restricted Subsidiaries involving the use of such Additional Drilling Unit by the Parent or one or more of its Restricted Subsidiaries, in either case for a minimum aggregate period of at least one year;

(3) provide for a fixed or minimum day rate or fixed rate for such Additional Drilling Unit covering all the period in clause (2) above; and

(4) for purposes of Section 7.16, provide that revenues from such Qualified Services Contract are to be received by the Parent or any of its Restricted Subsidiaries within one year of (a) delivery of the related Additional Drilling Unit and (b) the Incurrence of any Indebtedness pursuant to such clause.

" Qualified Vessels " shall mean, at any time, the completed and delivered Vessels owned by Parent and its Restricted Subsidiaries at such time that are of substantially comparable (or better) quality and value as (or than) the quality and value at such time of the Vessels owned on the Effective Date by ParentUDW and its Restricted Subsidiaries, as determined in good faith by a Financial Officer.

" Qualifying Holder " shall mean, any of (i) any Permitted Holder and (ii) so long as not more than 50% of the Voting Stock of the DOV MLP is Beneficially Owned, directly or indirectly, by any "person" (as that term is used in Section 13(d) of the Exchange Act), other than by one or more Permitted Holders, the DOV MLP; provided that the DOV MLP shall not cease to be a Qualifying Holder solely as a result of the DOV MLP (or its general partner) being or becoming a Subsidiary of ParentUDW or any of its Subsidiaries so long as no "person" (as

defined above), other than one or more Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of ParentUDW. As used in this definition, Beneficial Ownership shall be measured by voting power rather than number of shares, units or other equity securities. In the event a Permitted DOV Equity Sale Transaction is consummated, the Non-DOV MLP and each of the other Non-DOV MLP Entities shall be deemed to be a DOV MLP and a DOV MLP Entity, as applicable, for purposes of this definition and the definition of "Change of Control."

" Quarterly Payment Date " shall mean the last Business Day of each March, June, September and December occurring after the Effective Date, commencing on September 30, 2014.

" Ready for Sea Cost " shall mean, with respect to a Vessel to be acquired or leased by the Parent or any Restricted Subsidiary, the aggregate amount of all expenditures Incurred to acquire or construct and bring such Vessel to the condition and location necessary for its intended use, including any and all inspections, appraisals, repairs, modifications, additions, permits and licenses in connection with such acquisition or lease.

" Real Property " of any Person shall mean all the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

" Recipient " shall mean (a) the Administrative Agent and (b) any Lender, as applicable.

" Reference Date " shall mean March 26, 2014 (the issuance date of the Ocean Rig UDW Existing Notes).

" Register " shall have the meaning provided in Section 10.15.

" Regulation D " shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

" Regulation T " shall mean Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

" Regulation U " shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

" Regulation X " shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

" Related Assets " shall mean, with respect to any Collateral Vessel and its owner, (i) any insurance policies and contracts from time to time in force with respect to such Collateral Vessel, (ii) the Capital Stock of any Restricted Subsidiary owning such Collateral Vessel and related assets, (iii) any requisition compensation payable in respect of any compulsory

acquisition of such Collateral Vessel, (iv) any Earnings (other than Earnings payable to a Local Content Subsidiary) derived from the use or operation of such Collateral Vessel and/or any account to which such Earnings are deposited, (v) any charters, operating leases, Vessel purchase options and related agreements with respect to such Collateral Vessel entered into and any security or guarantee in respect of the charterer's or lessee's obligations under such charter, lease, Vessel purchase option or agreement, (vi) any cash collateral account established with respect to such Collateral Vessel pursuant to the financing arrangement with respect thereto, (vii) any building, conversion or repair contracts relating to such Collateral Vessel and any security or guarantee in respect of the builder's obligations under such contract and (viii) any security interest in, or agreement or assignment relating to, any of the foregoing or any mortgage in respect of such Collateral Vessel and any asset reasonably related, ancillary or complementary thereto; provided that Related Assets shall not include Excluded Property.

" Related Parties " shall mean, with respect to any Person, the directors, officers, employees, agents, trustees, managers, advisors, representatives and controlling persons of such Person.

" Release " shall mean any disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, migrating, into, or upon the environment, including any land or water or air.

" Replaced Lender " shall have the meaning provided in Section 2.11.

" Replacement Lender " shall have the meaning provided in Section 2.11.

" Required Lenders " shall mean, at any time, Lenders the sum of whose outstanding Loans and unused Commitments at such time represent an amount greater than 50% of the aggregate outstanding Loans and unused Commitments at such time; provided that (i) for the avoidance of doubt, if the Borrowers purchase any Loans pursuant to Section 2.13, such purchased Loans shall be excluded for the purposes of making a determination of Required Lenders and (ii) the unused Revolving Commitment of, and the portion of the total outstanding amount of Revolving Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

" Required Revolving Lenders " shall mean, at any time, Lenders having more than 50% of the sum of the (a) total outstanding amount of all Revolving Loans and (b) aggregate unused Revolving Commitments; provided that the unused Revolving Commitment of, and the portion of the total outstanding amount of Revolving Loans held or deemed held by, any Defaulting Lender or by any Affiliate of any Borrower shall be excluded for purposes of making a determination of Required Revolving Lenders.

" Required Secured Parties " shall mean, at any time, the Lenders and Secured Counterparties the sum of whose (x) in the case of Lenders, outstanding Loans and unused Commitments at such time and (y) in the case of Secured Counterparties, outstanding Ship Mortgage Swap Obligations (if any) at such time, represent an amount greater than 50% of the sum of the aggregate outstanding Commitments (or after the termination thereof, outstanding principal amount of Loans) and Ship Mortgage Swap Obligations of all Lenders and Secured

Counterparties at such time; provided that for the avoidance of doubt, if the Borrowers purchase any Loans pursuant to Section 2.13, such purchased Loans shall be excluded for the purposes of making a determination of Required Secured Parties.

" Required Term Lenders " shall mean, at any time, Lenders having more than 50% of the sum of the (a) total outstanding amount of all Term Loans and (b) aggregate unused Term Commitments; provided that the unused Term Commitment of, and the portion of the total outstanding amount of Term Loans held or deemed held by, any Defaulting Lender or by any Borrower or any Affiliate of a Borrower shall be excluded for purposes of making a determination of Required Term Lenders.

" Requirement of Law " shall mean, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (b) any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, writ, injunction, settlement agreement or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

" Restricted Investment " shall mean any Investment other than a Permitted Investment.

" Restricted Payments " shall have the meaning provided in Section 7.15.

" Restricted Subsidiary " shall mean (a) prior to the consummation of a Qualified DOV MLP IPO, any Subsidiary of ParentUDW that is not then an Unrestricted Subsidiary and (b) following the consummation of a Qualified DOV MLP IPO, any Subsidiary of the Borrower that is not then an Unrestricted Subsidiary; provided , however, that in each case, (i) upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of "Restricted Subsidiary" and (ii) notwithstanding anything to the contrary, neither the Borrower nor Finco shall at any time be an Unrestricted Subsidiary.

" Returns " shall have the meaning provided in Section 6.08.

" Revolving Availability Period " shall have the meaning provided in an Incremental Revolving Credit Amendment.

" Revolving Commitment " shall mean, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans hereunder during the Revolving Availability Period, expressed as an amount representing the maximum principal amount of such Revolving Lender's Revolving Exposure hereunder at any time, as such commitment may be increased or reduced from time to time in accordance with the terms of this Agreement. The amount of each Revolving Lender's Revolving Commitment shall be set forth in an Incremental Revolving Credit Amendment. The initial amount of the Revolving Lenders' Revolving Commitments is $0.

" Revolving Exposure " shall mean, with respect to any Revolving Lender at any time, the outstanding principal amount of such Lender's Revolving Loans at such time.

" Revolving Lender " shall mean a Lender with a Revolving Commitment or an outstanding Revolving Loan.

" Revolving Loan " shall mean a Loan made pursuant to Section 2.01(b).

" Revolving Maturity Date " shall have the meaning provided in an Incremental Revolving Credit Amendment.

" Revolving Obligations " shall mean all Loan Document Obligations relating to the Revolving Loans and the Revolving Commitments. For the avoidance of doubt, the term "Revolving Obligations" includes all interest and fees in respect of Revolving Loans that accrue after the commencement by or against any Loan Party of any Insolvency or Liquidation Proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding (including claims disallowed as a result of Revolving Obligations and the other Secured Obligations being treated as part of the same class in any Insolvency or Liquidation Proceeding).

" S&P " shall mean Standard & Poor's Rating Services or any successor to the rating agency business thereof.

" Sale and Lease-Back Transaction " shall mean any arrangement with any Person providing for the leasing by the Parent or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Parent or such Restricted Subsidiary to such Person in contemplation of such leasing.

" SEC " shall mean the U.S. Securities and Exchange Commission.

" Section 2.14 Additional Amendment " shall have the meaning provided in Section 2.14(c).

" Secured Cash Management Obligations " shall mean the due and punctual payment of any and all obligations of the Parent and each Restricted Subsidiary of the Parent (whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) arising in respect of cash management services that (a) are in effect on the Effective Date with a counterparty that was an Agent or an Affiliate of an Agent as of the Effective Date, (b) are owed to an Agent or an Affiliate thereof, or to any Person that, at the time such obligations were incurred, was an Agent or an Affiliate thereof (provided that any such Agent or Affiliate shall have executed a Secured Non-Lender Hedge/Cash Management Provider Appointment Letter), (c) are owed on the Effective Date to a Person that was a Lender or an Affiliate of a Lender as of the Effective Date or (d) are owed to a Person that is a Lender or an Affiliate of a Lender at the time such obligations are incurred (provided that any such Affiliate shall have executed a Secured Non-Lender Hedge/Cash Management Provider Appointment Letter). Notwithstanding the foregoing, in the case of the Restricted Subsidiaries of ParentUDW,

Secured Cash Management Obligations shall not include the Secured Cash Management Obligations of ParentUDW.

" Secured Counterparties " shall have the meaning provided in Section 9.01.

" Secured Hedging Obligations " shall mean the due and punctual payment of any and all obligations of the Parent and each Restricted Subsidiary of the Parent arising under each hedging agreement that (a) is in effect on the Effective Date with a counterparty that is an Agent or an Affiliate of an Agent as of the Effective Date, (b) is with (i) a counterparty that is an Agent or an Affiliate thereof or (ii) a counterparty that is a Secured Non-Lender Hedge/Cash Management Provider, or in each case, any Person that, at the time such hedging agreement was entered into, was an Agent or an Affiliate thereof (provided that, in each case, any such Agent or Affiliate shall have executed a Secured Non-Lender Hedge/Cash Management Provider Appointment Letter), (c) is in effect on the Effective Date with a counterparty that was a Lender or an Affiliate of a Lender as of the Effective Date or (d) is entered into after the Effective Date with a counterparty that is a Lender or an Affiliate at the time such hedging agreement is entered into (provided that any such Affiliate shall have executed a Secured Non-Lender Hedge/Cash Management Provider Appointment Letter). Notwithstanding the foregoing, (i) in the case of any Excluded Swap Guarantor, "Secured Hedging Obligations" shall not include Excluded Swap Obligations of such Excluded Swap Guarantor and (ii) in the case of the Restricted Subsidiaries of ParentUDW, Secured Hedging Obligations shall not include the Secured Hedging Obligations of ParentUDW.

" Secured Non-Lender Hedge/Cash Management Provider " shall mean a counterparty to any agreement with a Loan Party resulting in Secured Cash Management Obligations, Secured Hedging Obligations, or Swap Obligations that is designated as a "Secured Non-Lender Hedge/Cash Management Provider" with respect to such agreement in a writing from the Borrower to the Administrative Agent (it being acknowledged and agreed that the Borrower hereby designates ABN AMRO Bank NV and Nordea Bank Finland plc as such), provided that such Loan Party shall have delivered a Secured Non-Lender Hedge/Cash Management Provider Appointment Letter.

" Secured Non-Lender Hedge/Cash Management Provider Appointment Letter " shall mean a letter agreement from a Secured Non-Lender Hedge/Cash Management Provider delivered to the Administrative Agent reasonably satisfactory to the Administrative Agent (A) appointing the Pari Passu Collateral Agent and the Administrative Agent as its agent(s) under the applicable Loan Documents, (B) appointing the Security Trustee as its security trustee to act as specified herein and in the Ship Mortgages and other Loan Documents, and (C) agreeing to be bound by Section 8, Section 9 and Sections 10.01, 10.02, 10.08, 10.17 and 10.23 of this Agreement as if it were a Lender hereunder.

" Secured Obligations " shall mean (a) the Loan Document Obligations, (b) any and all sums advanced by the Pari Passu Collateral Agent or the Administrative Agent in order to preserve the Collateral or preserve its security interest in the Collateral, (c) the Secured Hedging Obligations, (d) the Secured Cash Management Obligations and (e) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Loan Parties referred to in clause (a) above, after an Event of Default shall have occurred and be

continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pari Passu Collateral Agent of its rights hereunder or under any Collateral Agreement, together with reasonable attorneys' fees and court costs. Notwithstanding the foregoing, in the case of the Restricted Subsidiaries of ParentUDW, Secured Obligations shall not include the Secured Obligations of ParentUDW.

" Secured Parties " shall mean, collectively, (a) the Lenders, (b) the Agents, (c) each holder of other Pari Passu Obligations that has executed, or has caused to be executed on its behalf, a joinder agreement to the Security Agreement, (d) each provider of cash management services the obligations under which constitute Secured Cash Management Obligations, (e) each counterparty to any hedging agreement the obligations under which constitute Secured Hedging Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Borrower, any Borrower Subsidiary Grantor or, prior to the consummation of a Qualified DOV MLP IPO, the Parent under any Pari Passu Document and (g) the successors and assigns of each of the foregoing.

" Securities Act " shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

" Security Agreement " shall mean the Pledge and Security Agreement dated as of the Effective Date among ParentUDW, the Borrowers, the other Grantors (as defined therein) from time to time party thereto and the Pari Passu Collateral Agent in favor of the Pari Passu Collateral Agent for the benefit of the Lender Creditors and the holders of other Pari Passu Obligations (if any), substantially in the form of Exhibit C hereto, as amended or supplemented from time to time in accordance with its terms.

" Ship Mortgage " shall mean, collectively, the first naval mortgages and other instruments such as deeds over the Collateral Vessels, each duly registered in the Marshall Islands ship registry in favor of the Pari Passu Collateral Agent, substantially in the form of Exhibit N hereto, as the same may be amended, supplemented or modified from time to time.

" Ship Mortgage Swap Obligations " shall mean, at any time and with respect to any Secured Counterparty that is a Swap Bank under and as defined in any Ship Mortgage, the maximum amount that may be payable by any Loan Party to such Secured Counterparty at such time pursuant to Transactions (which shall have the meaning ascribed thereto in the Ship Mortgages) entered into under any Interest Rate Agreement (as defined in the Ship Mortgages); provided that, with respect to any such Secured Counterparty, such amount may not, at any time, exceed the portion of the Swap Liability that is apportioned to such Secured Counterparty pursuant to any Ship Mortgage at such time.

" Significant Subsidiary " shall mean, at the date of determination, any Restricted Subsidiary that together with its Subsidiaries that are Restricted Subsidiaries (i) for the most recent fiscal year, accounted for more than 10% of the Parent's consolidated revenues or (ii) as of the end of the most recent fiscal quarter, was the owner of more than 10% of the Parent's consolidated assets; provided , however, that notwithstanding anything to the contrary in this

Agreement, each Borrower Subsidiary Guarantor that owns a Collateral Vessel or a Substitute Vessel, the Borrower and Finco shall be Significant Subsidiaries at all times.

" Specified Default " shall mean any Default or Event of Default under clause (1), (2), (4) (solely with respect to a failure to comply with Section 7.18) or (9) of Section 8.01(a).

" Specified Existing Loan Class " shall have the meaning provided in Section 2.14(a).

" Stated Maturity " shall mean, with respect to any installment of interest or principal on any item or series of Indebtedness, the date on which the payment of interest or principal scheduled to be paid in the documentation governing such Indebtedness as of the Effective Date or, if such item or series is Incurred after the Effective Date, the date such item or series is Incurred.

" Subsidiary " shall mean, with respect to any specified Person:

(2) any partnership of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof), whether in the form of general, special or limited partnership interests or otherwise, or (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

" Substitute Vessel " shall mean a drilling rig or drillship that is used or useful in the Permitted Business.

" Successor Borrower " shall have the meaning set forth in Section 7.14(b)(1).

" Successor Parent UDW " shall have the meaning set forth in Section 7.14(a)(1).

" Suspended Covenants " shall have the meaning set forth in Section 7.23(a).

" Suspension Event " has the meaning set forth in Section 7.23(a).

" Swap Obligations " shall mean, with respect to the Parent, the Borrower or any Borrower Subsidiary Guarantor, an obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of § 1a(47) of the Commodity Exchange Act.

" Taxes " shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

" Term Commitments " shall mean the Incremental Commitments, if any (and any Extended Commitments in respect of any such Class of Term Commitments).

" Term Lender " shall mean a Lender with an outstanding Term Loan.

" Term Loans " shall mean the Loans made pursuant to clause (i) of Section 2.01(a).

" Term Loan Repayment Amount " shall have the meaning provided in Section 4.05(a).

" Term Maturity Date " shall mean July 25, 2021 as the same may be extended pursuant to Section 2.14.

" Transactions " shall mean, collectively, (a) the entering into of the Loan Documents, (b) the consummation of the 2014 Refinancing and (c) the payment of fees and expenses in connection with the foregoing.

" Type " shall mean a Base Rate Loan or a Eurodollar Rate Loan.

" U.S. Person " shall mean a "United States person" within the meaning of Section 7701(a)(30) of the Code.

" U.S. Tax Compliance Certificate " has the meaning assigned to such term in Section 4.08(g)(ii)(B)(c).

" UCC " shall mean the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.

" United States " and " U.S. " shall each mean the United States of America.

" Unrestricted Cash " shall mean, with respect to any Person, as of any date of determination, cash and Cash Equivalents owned by such Person and its Restricted Subsidiaries (without regard to any cash or Cash Equivalents of any Persons other than such Person and its Restricted Subsidiaries) that would be reflected as cash or Cash Equivalents on a consolidated balance sheet of such Person and its Restricted Subsidiaries prepared on such date in accordance with GAAP (less any portion of such cash and Cash Equivalents that would be reflected as "restricted cash" on such balance sheet).

" Unrestricted Subsidiary " shall mean (1) any Subsidiary of the Parent (other than the Borrowers) which at the time of determination is an Unrestricted Subsidiary (as designated by the Parent pursuant to Section 7.19); (2) any Subsidiary of an Unrestricted Subsidiary and (3) prior to the consummation of a Qualified DOV MLP IPO, any Non-DOV MLP Entity, unless ParentUDW elects to maintain such Subsidiary as a Restricted Subsidiary.

The Parent may designate any Subsidiary of the Parent (other than the Borrowers) as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors of the Parent (as permitted pursuant to Section 7.19) unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Parent or any Restricted Subsidiary (other than (x) Equity Interests or property of a Restricted Subsidiary as a result of a Non-DOV MLP Asset Transfer that is consummated prior to the consummation of a Qualified DOV MLP IPO and (y) any Subsidiary of the Subsidiary to be so designated); provided that the Subsidiary to be so designated and each Subsidiary of such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 7.12 is not party to any agreement, contract, arrangement or understanding with the Parent or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower;

(3) is a Person with respect to which neither the Parent nor any of the Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any of the Restricted Subsidiaries;

(5) is not the owner of any interests in a Collateral Vessel; and

(6) is not a DRH Issuer Subsidiary or, if any such Subsidiary is a DRH Issuer Subsidiary, it is also a DRH Unrestricted Subsidiary at all times that it is an Unrestricted Subsidiary under this Agreement.

" Ventures Facilities Agreement " shall mean the facilities agreement, dated as of February 28, 2013, as amended and restated on August 30, 2013 and as supplemented on December 10, 2013, by and among the Borrower, as borrower, and Ocean Rig UDW, as parent and guarantor, the other guarantors party thereto and the banks and financial institutions named therein, as mandated lead arrangers, with the banks and financial institutions named therein, as lenders under the commercial facilities, Eksportkreditt Norge AS, as lender under the Eksportkreditt/GEIK Facilities, The Export-Import Bank of Korea, as lender under the Kexim Facilities, and DNB Bank ASA, as facility agent and security agent.

" Vessel " shall mean one or more shipping or drilling vessels or drilling rigs, whose primary purpose is the maritime transportation of cargo or the exploration and production drilling for crude oil or hydrocarbons, or which are otherwise engaged, used or useful in a Permitted Business, in each case together with all related spares, equipment and any additions or improvements; provided that for the purposes of any provision related to the acquisition or disposition of a Vessel, such acquisition or disposition may be conducted through the transfer of all of the Capital Stock of any special purpose entity that owns a Vessel as described above.

" Voting Stock " of any specified Person as of any date shall mean the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors (or persons performing similar functions) of such Person; provided that with respect to a limited partnership or other entity which does not have directly a board of directors, Voting Stock means such Capital Stock of the general partner of such limited partnership or other business entity with the ultimate authority to manage the business and operations of such Person.

" Weighted Average Life to Maturity " shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the then outstanding principal amount of such Indebtedness.

" Withdrawal Liability " shall mean any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA or any liability to a Foreign Pension Plan that is subject to any substantially similar provision of non-U.S. law.

1.02 Modification to Parties Upon a Qualified DOV MLP IPO. Upon the consummation of a Qualified DOV MLP IPO, Ocean Rig UDW will no longer be a Guarantor, and the covenants, defaults and definitions set forth herein will apply only to the Borrower and its Restricted Subsidiaries and will no longer apply to Ocean Rig UDW and its other Subsidiaries. In this Agreement, the terms "the Parent" and "ParentUDW" each refers to, prior to the consummation of a Qualified DOV MLP IPO, Ocean Rig UDW Inc., a Marshall Islands corporation. Following the consummation of a Qualified DOV MLP IPO, except as otherwise indicated, (a) all references to "the Parent" shall be deemed to be references to "the Borrower" and (b) references to "the Parent and the Borrower", "the Parent or the Borrower", "the Parent, the Borrower" and similar references shall be deemed to be references only to "the Borrower".

1.03 Terms Generally; Accounting Terms; GAAP .

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at "fair value", as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

(c) The words "include," "includes" and "including" as used herein shall be deemed to be followed by the phrase, "without limitation."

(d) The words "hereof", "herein" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(e) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(f) Unless otherwise expressly provided herein, (a) references to formation documents, governing documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent refinancings, replacements, amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any law, statute or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law, statute or regulation.

SECTION 2. Amount and Terms of Loans.

2.01 The Loans .

(a) The Term Loans . Subject to the terms and conditions set forth herein, each Lender severally agrees to make a Term Loan to the Borrowers on the Effective Date in an aggregate principal amount equal to the amount set forth on Annex I. The Term Loans (x) are denominated in Dollars and (y) bear interest in accordance with Section 2.06. The Borrowers may make only one borrowing of Term Loans which shall consist of Term Loans made simultaneously by the Lenders on the Effective Date in accordance with their respective Percentages. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Notwithstanding anything to the contrary contained herein (and without affecting any other provision hereof), the funded portion of the Term Loans made on the Effective Date by the Lenders was equal to 99.00% of the principal amount thereof (it being agreed that the full principal amount of each such Term Loan is deemed outstanding on the Effective Date and the Borrowers shall be obligated to repay 100% of the principal amount of each Term Loan as provided hereunder).

(b) Revolving Loans. Subject to the terms and conditions set forth herein and in any Incremental Revolving Credit Amendment, if the Borrowers shall obtain Revolving Commitments, each Revolving Lender will severally make Revolving Loans to the Borrowers from time to time during the applicable Revolving Availability Period, in an aggregate principal amount that will not result in such Revolving Lender's Revolving Exposure exceeding such Revolving Lender's Revolving Commitment or the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment. Each borrowing of Revolving Loans shall consist of Revolving

Loans made simultaneously by the Revolving Lenders on the applicable borrowing date in accordance with their respective Percentage. The Revolving Loans: (x) shall be denominated in Dollars and (y) shall bear interest in accordance with Section 2.06. Within the foregoing limits and subject to the terms and conditions set forth herein and in any Incremental Revolving Credit Amendment, the Borrowers may borrow, prepay and reborrow Revolving Loans.

(c) The obligations of the Borrowers hereunder and under the other Loan Documents with respect to any Term Loans or any Revolving Loans (including any interest, fees and other amounts in respect thereof) and the repayment or prepayment thereof shall be joint and several.

2.02 Notice of Borrowing .

(a) When the Borrowers desire to incur Loans hereunder, an Authorized Representative of the Borrowers shall give the Administrative Agent at the Notice Office at least (x) in the case of the borrowing of Eurodollar Rate Loans, three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) or (y) in the case of the borrowing of Base Rate Loans, one Business Day's prior written notice (or telephonic notice promptly confirmed in writing), in each case, of the Loans to be incurred hereunder, provided that such notice shall be deemed to have been given on a certain day only if given before 11:00 a.m. (New York time) on such day. Such written notice or written confirmation of telephonic notice (a " Notice of Borrowing "), except as otherwise expressly provided in Section 2.08, shall be irrevocable and shall be given in writing by the Borrowers in the form of Exhibit G , appropriately completed to specify (i) the Class of the Loans to be incurred pursuant to the Borrowing, (ii) the aggregate principal amount of the Loans to be incurred pursuant to the Borrowing, (iii) the date of the Borrowing (which shall be a Business Day), (iv) the Type of Loans comprising the Borrowing, (v) in the case of Eurodollar Rate Loans, the initial Interest Period to be applicable to such Eurodollar Rate Loans and (vi) to which accounts the proceeds of such Loans are to be deposited. The Administrative Agent shall promptly give each applicable Lender notice of the Borrowing, of such Lender's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. If the Borrowers fail to specify a Type of Loan in the Notice of Borrowing, then the Loans shall be made as Base Rate Loans.

(b) Without in any way limiting the obligation of the Borrowers to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent may act without liability upon the basis of telephonic notice of the Borrowing or a prepayment, as the case may be, believed by the Administrative Agent in good faith to be from an Authorized Representative of the Borrowers prior to receipt of written confirmation. In each such case, the Borrowers hereby waive the right to dispute the Administrative Agent's record of the terms of such telephonic notice of the Borrowing or prepayment of Loans, as the case may be, absent manifest error.

(c) Each Borrowing of Eurodollar Rate Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000, and each Borrowing of Base Rate Loans shall be in an aggregate principal amount that is an integral multiple of $100,000 and not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of twelve (12) Borrowings of Eurodollar Rate Loans outstanding. Notwithstanding the foregoing, a Borrowing of Revolving Loans that are Base Rate Loans may be in an aggregate amount that is equal to the entire unused balance of the applicable Commitments.

(d) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to Convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable thereto.

2.03 Disbursement of Funds. No later than 11:00 a.m. (New York time) on the date specified in the Notice of Borrowing, each Lender will make available its Percentage of the Borrowing. All such amounts will be made available in Dollars and in immediately available funds at the Payment Office and the Administrative Agent will make available to the Borrowers (prior to 1:00 p.m. (New York time) to the extent of funds actually received by the Administrative Agent prior to 11:00 a.m. (New York time) on such day) at the Payment Office, in the accounts specified in the Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of the Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender's portion of the Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of the Borrowing and the Administrative Agent may in its sole discretion (but shall not, for the avoidance of doubt, be obligated to), in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and such amount is advanced to the Borrowers by the Administrative Agent, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrowers and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrowers, the rate of interest applicable to the Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.03 shall be deemed to relieve any Lender from its

obligation to make Loans hereunder or to prejudice any rights which the Borrowers may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

2.04 Notes . (a) The Borrowers' obligation to pay the principal of, and interest on, the Loans of any Class made by each Lender shall be joint and several and shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 10.15 and shall, if requested by such Lender as provided below, also be evidenced by a promissory note duly executed and delivered by the Borrowers substantially in the form of Exhibit H-1 or Exhibit H-2, as applicable, with blanks appropriately completed in conformity herewith (each a " Note " and, collectively, the " Notes " ) .

(b) The Note issued to each Lender that has made a Loan shall (i) be executed by the Borrowers, (ii) be payable to such Lender or its registered assigns, (iii) be in a stated principal amount equal to the Class of Loan made by such Lender and be payable in the outstanding principal amount of the Loan evidenced thereby, (iv) mature on the applicable Maturity Date or the Incremental Maturity Date, as applicable, (v) bear interest as provided in Section 2.06, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Loan Documents.

(c) Each Lender will note on its internal records the amount of the Loan of each Class made by it and each payment in respect thereof and, prior to the surrender of a Note pursuant to Section 10.15, will endorse on the reverse side thereof the outstanding principal amount of Loans of such Class evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect the Borrowers' obligations in respect of such Loans.

(d) Notwithstanding anything to the contrary contained above in this Section 2.04 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrowers of any Class shall affect or in any manner impair the obligations of the Borrowers to pay the Loans (and all related Loan Document Obligations) incurred by the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans of any Class, the Borrowers shall (at its expense) promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

2.05 Pro Rata Borrowings. The Borrowings of Loans of any Class under this Agreement shall be incurred from the Lenders pro rata on the basis of their Commitments in respect of such Class. It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make a Loan hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

2.06 Interest .

(a) The Borrowers agree to pay interest in respect of the unpaid principal amount of each Loan from the date of Borrowing thereof until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Loans. During such periods as such Loan is a Base Rate Loan, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time, payable in arrears (1) quarterly on each Quarterly Payment Date, (2) on the date such Base Rate Loan shall be Converted, (3) on the date of any repayment or prepayment (on the amount repaid or prepaid), except in the case of a prepayment of Revolving Loans without a permanent reduction in the applicable Commitments, (4) at maturity (whether by acceleration or otherwise) and (5) after such maturity, on demand.

(ii) Eurodollar Rate Loans. During such periods as such Loan is a Eurodollar Rate Loan, a rate per annum equal at all times during each Interest Period for such Loan to the sum of (x) the Eurodollar Rate for such Interest Period for such Loan plus (y) the Applicable Margin in effect from time to time, payable in arrears (1) on the last day of such Interest Period and, if such Interest Period has a duration of more than three (3) months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period, (2) on the date such Eurodollar Rate Loan shall be Converted, (3) on the date of any repayment or prepayment (on the amount repaid or prepaid), (4) at maturity (whether by acceleration or otherwise) and (5) after such maturity, on demand.

(b) Upon the occurrence and during the continuance of an Event of Default, the Borrowers shall pay interest on (i) the overdue outstanding principal amount of each Loan, payable in arrears on the dates referred to in clause (i) or (ii) of Section 2.06(a), as applicable, and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Loan pursuant to clause (i) or (ii) of Section 2.06(a), as applicable and (ii) to the fullest extent permitted by applicable law, the amount of any overdue interest, fee or other amount payable under this Agreement or any other Loan Document to any Agent or any Lender Creditor that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Loans pursuant to clause (i) of Section 2.06(a).

(c) Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02, a notice of Conversion pursuant to Section 2.07 or a notice of selection of an Interest Period pursuant to the definition thereof, the Administrative Agent shall give notice to the Borrowers and each applicable Lender of the applicable Interest Period and the applicable interest rate determined by the Administrative Agent for purposes of clause (i) or (ii) of Section 2.06(a), and the applicable rate, if any, furnished by the Administrative Agent for the purpose of determining the applicable interest rate under clause (a)(ii) above. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

2.07 Conversion of Loans .

(a) Optional . The Borrowers may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.06 and 2.08, Convert all or any portion of the Loans of one Type comprising the same Borrowing into Loans of the other Type; provided , however , that any Conversion of Eurodollar Rate Loans into Base Rate Loans shall be made only on the last day of an Interest Period for such Eurodollar Rate Loans, any Conversion of Base Rate Loans into Eurodollar Rate Loans shall be in an amount not less than (i) with respect to Eurodollar Rate Loans, $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) with respect to Base Rate Loans, $500,000 or an integral multiple of $100,000 in excess thereof, no Conversion of any Loans shall result in more separate Borrowings than permitted under Section 2.01 or 2.12, as applicable, and each Conversion of Loans comprising part of the same Borrowing shall be made ratably among the Lenders in accordance with their Commitments. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the identity, amount and Class of the Loans to be Converted and (iii) if such Conversion is into Eurodollar Rate Loans, the duration of the initial Interest Period for such Loans. Each notice of Conversion shall be irrevocable and binding on the Borrowers.

(b) Mandatory . Upon the occurrence and during the continuance of any Event of Default, (in the case of an Event of Default under Section 8.01(a)(9), automatically, and in the case of any other Event of Default, upon the request of the Required Lenders), (1) each Eurodollar Rate Loan will on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (2) the obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be suspended.

2.08 Increased Costs, Illegality, Market Disruption, etc. (a) (i) In the event that any Recipient shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) at any time, that such Recipient shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Loan because of, without duplication, the introduction of or effectiveness of or any change since the Effective Date in any applicable law, treaty or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, liquidity requirements or changes therein or otherwise or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to: (1) any such introduction, effectiveness or change subjecting any Recipient to any Tax, duty or other charge

with respect to any Loan or Notes, Commitment, or deposits, reserves, other liabilities or capital attributable thereto or its obligation to make such Loan or a change in the basis of taxation of payment to any Recipient of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (other than any change in the rate or basis of taxation of any Excluded Tax), but without duplication of any amounts payable in respect of Taxes or Indemnified Taxes pursuant to Section 4.08, (2) a change in official reserve requirements but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate or (3) a change that will have the effect of increasing the amount of capital adequacy or liquidity required or requested by an applicable governmental regulatory authority to be maintained by such Lender, or any corporation controlling such Lender, based on the existence of such Lender's Commitments or Loans made hereunder or its obligations hereunder.

(ii) at any time, that the making or continuance of any Eurodollar Rate Loan has been made unlawful by any law or governmental rule, regulation or order or any central bank or other governmental body or authority shall assert that it is unlawful; then, and in any such event, such Recipient shall promptly give notice (by telephone confirmed in writing) to the Borrowers and, in the case of this clause (ii), to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Lenders). Thereafter (1) in the case of clause (i) above, the Borrowers agree (to the extent applicable), to pay to such Recipient, upon its written demand therefor, such additional amounts as shall be required to compensate such Recipient or such other corporation for the increased costs or reductions to such Recipient or such other corporation and (2) in the case of the first sentence of this clause (ii), the Borrowers shall take one of the actions specified in Section 2.08(b). In determining such additional amounts, each Recipient will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Recipient's determination of compensation owing under this Section 2.08(a) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Recipient, upon determining that any additional amounts will be payable pursuant to this Section 2.08(a), will give prompt written notice thereof to the Borrowers, which notice shall show in reasonable detail the basis for the calculation of such additional amounts. In the case of the circumstances described in the first sentence of this clause (ii), the obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist.

(b) At any time that any Loan is affected by the circumstances described in Section 2.08(a)(i) or (ii), the Borrowers may (and in the case of a Loan affected by the circumstances described in Section 2.08(a)(ii) shall) either (i) if the affected Loan is then being made initially, cancel the Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date or the next Business Day that the Borrowers were notified by the affected Lender or the Administrative Agent pursuant to Section 2.08(a)(i) or (ii) or (ii) if the affected Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent, in the case of any Loan, repay the Borrowing (within the time period required by the applicable law or governmental rule, governmental regulation

or governmental order) in full in accordance with the applicable requirements of Section 4.02; provided that prior to such repayment, in the case of any Eurodollar Rate Loan that is affected by the circumstances described in Section 2.08(a)(ii), such Loans will automatically, upon delivery of such notice, Convert into a Base Rate Loan; provided , further , that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.08(b).

(c) If a Market Disruption Event occurs in relation to a Eurodollar Rate Loan for any Interest Period, then the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (i) each such Eurodollar Rate Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan and (ii) the obligation of the Lenders to Convert Loans into, Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrowers that such Lenders have determined that the circumstances causing such suspension no longer exist.

(d) [Reserved].

(e) Notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change after the Effective Date in an applicable law or governmental rule, regulation or order, regardless of the date enacted, adopted, issued or implemented for all purposes under or in connection with this Agreement (including this Section 2.08).

2.09 Compensation . The Borrowers agree to compensate each Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation), for all reasonable and documented losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Rate Loans but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Eurodollar Rate Borrowing, Conversion or continuation does not occur on a date specified therefor in the applicable Notice of Borrowing or notice of Conversion or continuation (whether or not withdrawn by the Borrowers or deemed withdrawn pursuant to Section 2.08(a)); (ii) if any prepayment or repayment (including any prepayment or repayment made pursuant to Section 2.08(a), Section 4.01, Section 4.02 or as a result of an acceleration of the Loans pursuant to Section 8) or assignment of any of its Eurodollar Rate Loans pursuant to Section 2.11, occurs on a date which is not the last day of an Interest Period with respect thereto; (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers; or (iv) as a consequence of any other default by the Borrowers to repay Eurodollar Rate Loans or make payment on any Note held by such Lender when required by the terms of this Agreement. Such loss, expense or liability to any Lender

shall be deemed to include an amount determined by such Lender to be the amount (if any) by which (x) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Eurodollar Rate that would have been applicable to such Loan (which, for the avoidance of doubt, will not include the Applicable Margin applicable thereto), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, Convert or continue, for the period that would have been the Interest Period for such Loan) exceeds (y) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period for Dollar deposits of a comparable amount and period from other banks in the London interbank market. A certificate of any Lender setting forth any amount or amounts such Lender is entitled to receive pursuant to this Section 2.09 shall be delivered to the Borrowers and shall be conclusive absent manifest error.

2.10 Change of Lending Office; Limitation on Additional Amounts. Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 2.08(a), 2.08(b), 4.08(b) or 4.08(d) with respect to such Lender, it will, if requested by the Borrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 2.10 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in Sections 2.08 and 4.08.

2.11 Replacement of Lenders. (a) If any Lender becomes a Defaulting Lender, upon the occurrence of any event giving rise to the operation of Section 2.08(a), Section 4.08(b) or 4.08(d) with respect to any Lender which results in such Lender charging to the Borrowers increased costs in excess of those being generally charged by the other Lenders, or as provided in Section 10.12(b) in the case of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrowers shall have the right, if no Default or Event of Default then exists (or, in the case of preceding clause (ii), will exist immediately after giving effect to the respective replacement), to replace such Lender (the " Replaced Lender " ) with one or more other Eligible Transferee or Eligible Transferees (collectively, the " Replacement Lender " ) and each of whom shall be required to be reasonably acceptable to the Administrative Agent if such replacement would (in the case of the preceding clause (i)) result in a reduction of the increased costs charged to the Borrowers, provided that:

(i) at the time of any replacement pursuant to this Section 2.11, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 10.04(b) (and with all fees payable pursuant to said Section 10.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the principal of, and all accrued and unpaid interest and fees on, all Commitments and outstanding Loans of the Replaced Lender with respect to which such Replaced Lender is being replaced; and

(ii) all obligations of the Borrowers due and owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement (including, if applicable, Section 2.15).

(b) Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.08, 2.09, 4.08, 9.06 and 10.01), which shall survive as to such Replaced Lender.

2.12 Incremental Commitments .

(a) The Borrowers may on one or more occasions, by written notice to the Administrative Agent, request Incremental Commitments from one or more Incremental Lenders, which may include any existing Lender; provided that (i) no Lender shall be required to provide any Incremental Commitment, (ii) each Incremental Lender (other than a Lender) shall be subject to the approval of the Administrative Agent and the Borrowers (which approvals shall not be unreasonably withheld or delayed) and (iii) the aggregate amount of Incremental Commitments shall not exceed the Incremental Commitment Amount. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall not exceed the then-current Incremental Commitment Amount and shall be in minimum increments of $5,000,000 and a minimum amount of $20,000,000 or equal to the remaining Incremental Commitment Amount) and (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than five (5) Business Days nor more than 60 days after the date of such notice (which time periods for notice may be modified or waived at the discretion of the Administrative Agent)). All loans made pursuant to any Class of Incremental Commitments established under this Section 2.12(a) are referred to herein as "Other Term Loans" and will rank pari passu or junior in right of payment and security with the Term Loans and will, if pari passu in right of security with the Term Loans, benefit equally and ratably from the Liens under the Collateral Agreements. Each Class of Other Term Loans will have terms and conditions substantially identical to the Term Loans (other than with respect to pricing, amortization and maturity) and otherwise will be on terms and subject to conditions reasonably satisfactory to the Administrative Agent.

(b) The Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Term Loan Amendment shall specify the terms of the Other Term Loans to be made thereunder; provided that, without the prior written consent of Lenders holding a

majority of the principal amount of the outstanding Term Loans, (i) the Other Term Loans shall mature no earlier than the Term Maturity Date and will have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (ii) if the interest rate spread applicable to any Other Term Loans (which, for this purpose, shall be deemed to include all upfront or similar fees or original issue discount (collectively, " Upfront Payments " ) and any pricing "floor" applicable to such Other Term Loans), but excluding any underwriting, arrangement, structuring or other fees payable in connection therewith that are not generally shared with the Lenders, in each case, paid to the Incremental Lenders in respect of such Other Term Loans, exceeds the interest rate spread applicable to the Term Loans (taking into account Upfront Payments made in respect of the establishment of the Term Loans and any pricing "floor" applicable to the Term Loans) by more than 0.50%, then the interest rate spread applicable to the Term Loans (after taking into account the Upfront Payments paid to the Lenders in respect of the establishment of the Term Loans on the Effective Date and any pricing "floor" applicable to the Term Loans) shall be increased so that it equals the interest rate spread applicable to the Other Term Loans (after taking into account Upfront Payments made in respect of the establishment of the Term Loans and any pricing "floor" applicable to the Term Loans) less 0.50%. Any increase in the interest rate spread required pursuant to this Section 2.12 and resulting from the application of any pricing "floor" on any Other Term Loans will be effected solely through an increase in such pricing "floor" in respect of the Term Loans. For purposes of the foregoing, any original issue discount associated with the Term Loans or any Other Term Loans will be converted to an interest rate spread equivalent by dividing the percentage amount of such original issue discount by the lesser of (A) the Weighted Average Life to Maturity of such Loans and (B) four.

(c) The Borrowers may on one or more occasions, by written notice to the Administrative Agent, request Revolving Commitments from one or more Revolving Lenders, which may include any existing Lender; provided that (i) no Lender shall be required to provide any Revolving Commitment, (ii) each Revolving Lender shall be subject to the approval of the Administrative Agent and the Borrowers and (iii) the aggregate amount of Revolving Commitments shall not exceed $50,000,000. Such notice shall set forth (i) the amount of the Revolving Commitments being requested (which shall not exceed, together with all existing Revolving Commitments, $50,000,000 and shall be in minimum increments of $5,000,000 and a minimum amount of $20,000,000) and (ii) the date on which such Revolving Commitments are requested to become effective (which shall not be less than five (5) Business Days nor more than 60 days after the date of such notice (which time periods for notice may be modified or waived at the discretion of the Administrative Agent)).

(d) The Borrowers and each Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Revolving Credit Amendment, a joinder to the Security Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Revolving Commitment of such Revolving Lender. Each Incremental Revolving Credit Amendment shall specify the terms of the Revolving Commitments and the Revolving Loans to be made thereunder (including the Revolving Commitment of each Revolving Lender party thereto, the Applicable Margin with respect to the Revolving Loans thereunder and the Revolving Availability Period, the Revolving Maturity Date and the Commitment Fees with respect to the Revolving Commitments thereunder).

(e) Each Incremental Term Loan Amendment or Incremental Revolving Credit Amendment shall require the consent of only the Parent, the Borrowers, the Administrative Agent and the Incremental Lenders providing the applicable Other Term Loans or the Revolving Lenders providing the applicable Revolving Commitments, as the case may be, but, in each case, not the consents of any other Lenders. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Amendment or Incremental Revolving Credit Amendment, this Agreement and the other Loan Documents (other than the Intercreditor Agreement) shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Term Loans or Revolving Commitments evidenced thereby (as applicable), including the amount and final maturity thereof, any provisions relating to amortization and the interest to accrue and be payable thereon and any fees to be payable in respect thereof, and to effect such other changes (including changes to the provisions of Sections 4.08, 10.06 and 10.12, the definition of "Required Lenders" and any other provisions of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights under the Loan Documents or make any determination or grant any consent under the Loan Documents) as the Borrowers and the Administrative Agent shall deem necessary or advisable in connection with the establishment of such Other Term Loans or Revolving Commitments (as applicable); provided, however, that, in the event that any Revolving Commitments are available or any Revolving Loans are outstanding, the foregoing provisions of this paragraph shall not override (or be construed to override) the requirements of clause (b) of Section 10.12(a)(iv), with any additional credit facilities intended to share ratably in the benefits of this Agreement and the other Loan Documents with such Revolving Loans and related Revolving Obligations to be subject to the prior consent of the Required Revolving Lenders and the Required Term Lenders in the circumstances contemplated by such clause (b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers' consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto.

(f) Notwithstanding the foregoing, no Incremental Term Loan Amendment or Incremental Revolving Credit Amendment shall become effective under this Section 2.12 unless (i) on the date of such effectiveness and after giving effect to the making of any Other Term Loans or any Revolving Loans (as applicable) contemplated thereby the conditions set forth in Section 5.02 shall be satisfied, (ii) all fees owing in respect of such Incremental Commitments or Revolving Commitments (as applicable) to the Administrative Agent and the Lenders and all expenses in respect of such Incremental Commitments or Revolving Commitments (as applicable) that the Borrowers are required to reimburse have been paid in full and (iii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation as it shall reasonably request relating to such Other Term Loans or Revolving Commitments (as applicable), consistent with those delivered on the Effective Date. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment or Incremental Revolving Credit Amendment.

2.13 Loan Repurchases .

(a) Subject to the terms and conditions set forth or referred to below, the Borrowers may from time to time, at their discretion, conduct modified Dutch auctions in order to purchase outstanding Loans or Other Term Loans of one or more Classes (as determined by the Borrowers) (each, a " Purchase Offer " ), each such Purchase Offer to be managed by an investment bank of recognized standing selected by the Borrowers that is reasonably acceptable to the Administrative Agent (in such capacity, the " Auction Manager " ), so long as the following conditions are satisfied:

(i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.13 and the Auction Procedures;

(ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each Auction Notice and at the time of purchase of any of the Loans in connection with any Purchase Offer;

(iii) the proceeds from Revolving Loans may not be used to consummate any such purchase of Term Loans;

(iv) the aggregate principal amount (calculated on the face amount thereof) of all Loans or Other Term Loans of the applicable Class or Classes so purchased by the Borrowers or any Subsidiary of the Borrowers shall automatically be cancelled and retired by the Borrowers on the settlement date of the relevant purchase (and will thereafter no longer be outstanding hereunder) (it being agreed that any gains or losses by the Borrowers upon the purchase and cancelation of Loans or Other Term Loans shall not be taken into account in the calculation of Consolidated Cash Flow or Consolidated Net Income);

(v) no more than one (1) Purchase Offer with respect to any Class may be ongoing at any one time and no more than four (4) Purchase Offers may be made in any one year;

(vi) the Borrowers represent and warrant that no Loan Party shall have any Parent Restricted Information that (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such Parent Restricted Information) prior to such time and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender's decision to participate in the Purchase Offer; and

(vii) at the time of each purchase of any Loans or Other Term Loans through a Purchase Offer, the Borrowers shall have delivered to the Auction Manager an officer's certificate of an Authorized Representative of the Borrowers certifying as to compliance with the preceding clause (vi).

(b) The Borrowers must terminate any Purchase Offer if they fail to satisfy one or more of the conditions set forth above or cannot reasonably be expected to satisfy such conditions at the time set for purchase of any Loans or Other Term Loans pursuant to such Purchase Offer. If the Borrowers commence any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrowers reasonably believe that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrowers shall have no liability to any Lender or Incremental Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Loans or Other Term Loans of any Class or Classes made by the Borrowers pursuant to this Section 2.13, (i) the Borrowers shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Loans or Other Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (ii) such purchases (and the payments made by the Borrowers and the cancellation of the purchased Loans or Other Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4.01 or Section 4.02 hereof.

(c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.13 ( provided that no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 4.08, 10.04 and 10.06 will not apply to the purchases of Loans or Other Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.13. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of 9.06 to the same extent as if each reference therein to the "Administrative Agent" were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

2.14 Extension Offers .

(a) The Borrowers may at any time and from time to time request that all or a portion of the Commitments or Loans of any Class, in each case existing at the

time of such request (each, an " Existing Commitment " or an " Existing Loan " , as applicable) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans (any Commitments which have been so extended, " Extended Commitments " , and any Loans which have been so extended, " Extended Loans " ) and to provide for other terms consistent with this Section 2.14. Prior to entering into any Extension Amendment (as defined below) with respect to any Extended Commitments or Extended Loans, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders in respect of the applicable Existing Commitments and/or Existing Loans and which such request shall be offered equally to all such Lenders) (an " Extension Request " ) setting forth the proposed terms of the Extended Commitments and/or Extended Loans to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments and/or Existing Loans from which they are to be extended (the " Specified Existing Loan Class " ) except that (i) all or any of the final maturity dates of such Extended Commitments and/or Extended Loans may be delayed to later dates than the final maturity dates of the Existing Commitments and/or Existing Loans of the Specified Existing Loan Class, (ii)(x) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments and/or Extended Loans may be different from those for the Existing Commitments and/or Existing Loans of the Specified Existing Loan Class and/or (y) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments and/or Extended Loans in addition to or in lieu of any of the items contemplated by the preceding clause (x), and (iii) the Extension Amendment may provide for other covenants and terms that apply to any period after the Maturity Date in respect of the Specified Existing Loan Class (as such date is set forth on the date of any determination); provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (A) the borrowing and repayment of the Extended Loans shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Loan Class (the mechanics for which may be implemented through the applicable Extension Amendment (as defined below) and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Loan Class), except with respect to any such repayment of the Existing Loans of the Specified Existing Loan Class on the applicable Maturity Date in respect thereof, and (B) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Commitments or Loans converted into Extended Commitments or Extended Loans, as applicable, pursuant to any Extension Request. Any (1) Extended Commitments shall constitute a separate Class of Commitments from Existing Commitments of the Specified Existing Loan Class and from any other Existing Commitments and (2) Extended Loans shall constitute a separate Class of Loans from Existing Loans of the Specified Existing Loan Class and from any other Existing Loans.

(b) The Borrowers shall provide the applicable Extension Request at least three (3) Business Days (or such shorter period as the Administrative Agent may

determine in its reasonable discretion) prior to the date on which Lenders holding Existing Commitments and/or Existing Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.14. Any Lender (an " Extending Lender " ) wishing to have all or a portion of its Commitments and/or Loans (or any earlier Extended Commitments and/or Extended Loans) subject to such Extension Request converted into Extended Commitments and/or Extended Loans shall notify the Administrative Agent (an " Extension Election " ) on or prior to the date specified in such Extension Request of the amount of its Commitments and/or Loans (and/or any earlier Extended Commitments and/or Extended Loans) which it has elected to convert into Extended Commitments and/or Extended Loans. In the event that the aggregate amount of Commitments and/or Loans (and any earlier Extended Commitments and/or Extended Loans) subject to an Extension Election exceeds the amount of Extended Commitments and/or Extended Loans requested pursuant to the applicable Extension Request, Commitments and/or Loans (and any earlier Extended Commitments and/or Extended Loans) subject to such Extension Election shall be converted to Extended Commitments and/or Extended Loans on a pro rata basis based on the amount of Commitments and/or Loans (and any earlier Extended Commitments and/or Extended Loans) included in such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment.

(c) Extended Commitments and Extended Loans shall be established pursuant to an amendment (an " Extension Amendment " ) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.12, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments and/or Extended Loans established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent, to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.14 and the arrangements described above in connection therewith. Notwithstanding anything to the contrary in this Section 2.14(c) and without limiting the generality or applicability of Section 10.12 to any Section 2.14 Additional Amendments (as defined below), any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a " Section 2.14 Additional Amendment " ) to this Agreement and the other Loan Documents; provided that such Section 2.14 Additional Amendments are within the requirements of Section 2.14(a) and do not become effective prior to the time that such Section 2.14 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Loans provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.14 Additional Amendments to become effective in accordance with Section 10.12.

(d) Notwithstanding anything to the contrary contained in this Agreement, (i) on any date on which any class of Existing Commitments and/or

Existing Loans is converted to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an " Extension Date " ), (A) in the case of the Existing Commitments of each Extending Lender under any Specified Existing Loan Class, the aggregate amount of such Existing Commitments shall be deemed reduced by an amount equal to the aggregate amount of Extended Commitments so converted by such Lender on such date, and such Extended Commitments shall be established as a separate Class of Commitments from the Specified Existing Loan Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date) and (B) in the case of the Existing Loans of each Extending Lender under any Specified Existing Loan Class, the aggregate principal amount of such Existing Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Loans so converted by such Lender on such date, and such Extended Loans shall be established as a separate Class of Loans from the Specified Existing Loan Class and from any other Existing Loans (together with any other Extended Loans so established on such date) and (ii) if, on any Extension Date, any Existing Loans of any Extending Lender are outstanding under the Specified Existing Loan Class, such Existing Loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) in the same proportion as such Extending Lender's Existing Loans under the Specified Existing Loan Class to Extended Loans.

(e) No exchange of Loans pursuant to any Extension Amendment in accordance with this Section 2.14 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

(f) In connection with any extension of the Revolving Commitments of any Class pursuant to this Section 2.14, the applicable Section 2.14 Additional Amendment shall provide that the allocation with respect to any borrowings, repayments or prepayments of Revolving Loans or reductions of Revolving Commitments (other than repayments or reductions made in connection with the occurrence of the final Maturity Date of any Class of Revolving Loans or Revolving Commitments) shall be made on a ratable basis as between each Class of Revolving Loans and Revolving Commitments

2.15 Term Loan Refinancing Protection. In the event that, on or prior to the third anniversary of the Effective Date, the Borrowers prepay any Term Loans pursuant to Section 4.01, such voluntary prepayments shall be accompanied by a fee equal to (i) in the case of voluntary prepayments made on or prior to the first anniversary of the Effective Date, 3.0% of the principal amount so prepaid, (ii) in the case of voluntary prepayments made after the first anniversary but on or prior to the second anniversary of the Effective Date, 2.0% of the principal amount so prepaid and (iii) in the case of voluntary prepayments made after the second anniversary but on or prior to the third anniversary of the Effective Date, 1.0% of the principal amount so prepaid. Any prepayments of Term Loans after the third anniversary of the Effective Date may be made without premium or penalty.

2.16 Defaulting Lenders .

(a) Adjustments. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(i) Waivers and Amendments . The Commitments and Loans of that Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 10.12); provided that any amendment, waiver or other modification requiring the consent of all Lenders affected thereby shall, except as otherwise provided in Section 10.12, require the consent of that Defaulting Lender in accordance with the terms hereof.

(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, as Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; third, if so determined by Administrative Agent and Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; fourth, to the payment of any amounts owing to Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender's breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by that Borrower against that Defaulting Lender as a result of that Defaulting Lender's breach of its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees . That Defaulting Lender shall not be entitled to receive any Commitment Fee pursuant to Section 3.01 for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender during such period).

(b) Defaulting Lender Cure . If the Borrowers and the Administrative Agent agree in writing in their discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their applicable Percentage, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender's having been a Defaulting Lender. The rights and remedies against a Defaulting Lender under this Section 2.16 are in addition to other rights and remedies that the Borrowers, the Administrative Agent and the non-Defaulting Lenders may have against such Defaulting Lender. The arrangements permitted or required by this Section 2.16 shall be permitted under this Agreement, notwithstanding any limitation on Liens or otherwise.

SECTION 3. Fees .

3.01 Commitment Fee . If the Borrowers obtain Revolving Commitments, the Borrowers will pay to the Administrative Agent for the account of each Revolving Lender commitment fees (the " Commitment Fee ") as provided in an Incremental Revolving Credit Amendment. Except as otherwise provided in an Incremental Revolving Credit Amendment, accrued commitment fees shall be payable in arrears on each Quarterly Payment Date and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. For purposes of computing commitment fees, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans.

3.02 Other Fees . The Borrowers agree to pay the fees set forth in the Fee Letters.

3.03 General . All Fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of Commitment Fees, to the Revolving Lenders entitled thereto. Fees paid hereunder shall not be refundable under any circumstances. The fees paid hereunder shall not be subject to reduction by way of set-off or counterclaim and shall be payable free and clear of and without deduction for any and all present and future applicable taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (with appropriate gross-up for withholding taxes).

SECTION 4. Prepayments; Payments; Taxes.

4.01 Voluntary Prepayments .

The Borrowers shall have the right to prepay the Loans, without premium or penalty (except, if applicable, pursuant to Section 2.15 or as set forth in the applicable Incremental Term Loan Amendment) in whole or in part, at any time and from time to time on the following terms and conditions:

(a) an Authorized Representative of the Borrowers shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least three (3) Business Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans;

(b) voluntary prepayments of any Class of Loans made by the Borrowers pursuant to this Section shall be allocated among such Class of Loans (and to the remaining scheduled installments of principal with respect to such Class of Loans) in a manner determined at the discretion of the Borrowers;

(c) partial prepayments shall be in an aggregate amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be applied on a pro rata basis to the outstanding amount of the Loans;

(d) any notice of prepayment pursuant to this Section 4.01 shall specify (1) the amount of such prepayment, (2) the prepayment date, (3) the Class of Loans to be prepaid and (4) the allocation of the amount specified pursuant to clause (1) among the Loans specified pursuant to clause (3) and which notice the Administrative Agent shall promptly transmit to each of the Lenders; and

(e) at the time of any prepayment of the Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts required to be paid pursuant to Section 2.09.

(f) Notwithstanding the foregoing (and as provided in clause (A) of the proviso to Section 2.14(a)), the Borrowers may not prepay Extended Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Loan Class of the Existing Loans from which such Extended Loans were converted (or such Existing Loans have otherwise been repaid and terminated in full).

4.02 Event of Loss .

(a) Upon the occurrence or happening of any Event of Loss in respect of a Collateral Vessel (such Collateral Vessel, the " Lost Mortgaged Collateral Vessel " ), and the receipt of Event of Loss Proceeds in respect thereof, the Borrower shall cause all such Event of Loss Proceeds to be deposited into a deposit account controlled by the Pari Passu Collateral Agent within five (5) Business Days of receipt thereof and held as Collateral subject to a Lien under the Collateral Agreements pending the application of such funds in accordance with the terms of this Section 4.02 and the Intercreditor Agreement.

(b) Within 365 days (subject to extension as provided in Section 4.02(c)) after the receipt of any Event of Loss Proceeds (or such fewer number of days as are necessary to ensure that such Event of Loss Proceeds are not required to be utilized in respect of an asset sale offer or similar offer to repay, repurchase or redeem Indebtedness pursuant to the DRH Existing Notes Indenture or any other instrument governing Indebtedness of the Parent and its Restricted Subsidiaries), the Borrower or the applicable Borrower Subsidiary Guarantor, as the case may be, shall apply such Event of Loss Proceeds at its option to any combination of the following:

(1) to substitute one or more Substitute Vessels (and to make any Permitted Repairs with respect thereto) for such Lost Mortgaged Collateral Vessel and make each such Substitute Vessel subject to a Mortgage pursuant to which the Pari Passu Collateral Agent shall obtain a Lien, on a first-priority basis, on such Substitute Vessel for the benefit of itself, the Administrative Agent, the Lenders and the holders of other Pari Passu Obligations; or

(2) make an Event of Loss Offer in accordance with the terms hereof.

(c) A binding commitment to apply Event of Loss Proceeds from an Event of Loss in accordance with clause (1) above shall toll the 365-day period in respect of such Event of Loss Proceeds for a period not to exceed 365 days from the expiration of the aforementioned 365-day period so long as such Event of Loss Proceeds are actually used within the later of 365 days from their receipt from such Event of Loss or 365 days from the date of such binding commitment.

(d) (i) Any Event of Loss Proceeds that have not been previously applied or invested as provided in Section 4.02(b) will constitute " Excess Loss Proceeds " . When the aggregate amount of Excess Loss Proceeds exceeds $15,000,000, the Borrower shall, or shall cause the applicable Borrower Subsidiary Guarantor to, within 10 Business Days thereof, make an offer (an " Event of Loss Offer " ), solely to the Term Lenders and other holders of Pari Passu Obligations, to repay or purchase the maximum principal amount of Term Loans and other Pari Passu Obligations out of the Excess Loss Proceeds. The offer price for the Loans in any Event of Loss Offer shall be equal to 100% of the outstanding principal amount, plus accrued and unpaid interest, if any, on the Loans repaid to the applicable repayment date, payable in cash.

(ii) In the event that, pursuant to this Section 4.02, the Borrower or a Borrower Subsidiary Guarantor is required to commence an Event of Loss Offer, each such Event of Loss Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the " Event of Loss Offer Period " ); provided that such Event of Loss Offer Period shall be extended in order to terminate substantially contemporaneously with the comparable time periods provided to holders of other Pari Passu Obligations participating in such Event of Loss Offer, if any. No later than five (5) Business Days after the termination of the Event of Loss Offer Period (the " Event of Loss Offer Settlement Date "), the Borrower shall apply all Excess Loss Proceeds as set forth in this Section 4.02.

(iii) Upon the commencement of an Event of Loss Offer, the Borrower shall deliver a notice to the Administrative Agent at the Notice Office, which the Administrative Agent shall promptly deliver to each Lender. The notice shall state:

(1) that the Event of Loss Offer is being made pursuant to this Section 4.02 and the length of time the Event of Loss Offer shall remain open, including the time and date the Event of Loss Offer will terminate (the " Event of Loss Offer Termination Date " );

(2) the amount of Excess Loss Proceeds, the offer price (as set forth above) and the Event of Loss Offer Settlement Date;

(3) that the Lenders electing to have any Loans purchased pursuant to any Event of Loss Offer shall be required to notify the Borrowers and the Administrative Agent at least one Business Day before the Event of Loss Offer Termination Date; and

(4) that Lenders shall be entitled to withdraw their election if the Administrative Agent receives, not later than the Business Day prior to the Event of Loss Offer Termination Date, a facsimile transmission or letter setting forth the name of the Lender, a statement that such Lender is withdrawing its election to have its Loans purchased and the principal amount of the Loans with respect to which such Lender is withdrawing its election.

(e) The aggregate principal amount of Loans repaid pursuant to an Event of Loss Offer shall be applied to the remaining scheduled installments of principal with respect to the applicable Class of Loans on a pro rata basis. If the aggregate principal amount of Indebtedness tendered, or repaid pursuant to, such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Loans shall be repaid or repurchased on a pro rata basis and, if applicable, the Parent shall select such other Indebtedness for purchase based on amounts tendered or prepaid. For the purposes of calculating the principal amount of any such Indebtedness not denominated in dollars, such Indebtedness shall be calculated by converting any such principal amounts into their Dollar Equivalent determined as of the Business Day immediately prior to the date on which the Event of Loss Offer is announced. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, such Excess Loss Proceeds shall no longer constitute Collateral and, at the Parent's or the applicable Restricted Subsidiary's sole cost and expense, the Lien over such Excess Loss Proceeds shall be released and the Parent and the Restricted Subsidiaries may use such Excess Loss Proceeds for any purpose not otherwise prohibited by the Loan Documents. Upon completion of each Event of Loss Offer required by this Section 4.02(e), the amount of Excess Loss Proceeds will be reset at zero.

4.03 Change of Control .

(a) Upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to repurchase all or any part, equal to a minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess thereof, of that Lender's Loans pursuant to a change of control offer (a " Change of Control Offer " ) in an amount equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest (if any) to the repayment date, except to the extent the Borrowers have previously or concurrently elected to prepay the Loans in accordance with Section 4.01.

(b) No later than 30 Business Days following any Change of Control, except to the extent the Borrowers have elected to prepay the Loans in accordance with Section 4.01, the Borrower will give the Administrative Agent notice (the "Change of Control Notice") of the Change of Control at the Notice Office, which the Administrative Agent shall promptly deliver to each Lender. The Change of Control Notice shall:

(i) state that a Change of Control has occurred and that each Lender has the right to require the Borrower to repay such Lender's Loans in an amount equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest to the repayment date;

(ii) state the circumstances and relevant facts and financial information regarding such Change of Control;

(iii) state the repayment date (which shall be no earlier than 30 days nor later than 60 days from the date on which the Administrative Agent is notified) (the "Change of Control Payment Date");

(iv) state that Lenders electing to have any Loans repaid pursuant to a Change of Control Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(v) state that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; and

(vi) provide the other instructions determined by the Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 4.03, that a Lender must follow in order to have its Loans repaid.

The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (1) the notice is delivered in a manner herein provided and (2) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender's failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.

(c) On or before the Change of Control Payment Date, the Borrower will repay all Loans or portions of Loans properly elected to be repaid and not withdrawn pursuant to the Change of Control Offer in an amount equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest (if any) to the repayment date.

(d) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(e) The Borrower will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement and repays all Loans properly elected to be repaid and not withdrawn under such Change of Control Offer and the Borrower shall instruct the Administrative Agent to accept repayments made by such third party.

(f) The aggregate principal amount of Loans repaid pursuant to a Change of Control Offer shall be applied to the remaining scheduled installments of principal with respect to the applicable Class of Loans on a pro rata basis.

(g) For the avoidance of doubt, any Change of Control Offer made by the Borrower pursuant to this Section 4.03 shall be deemed to be made on behalf of the Borrower and Finco.

4.04 Prepayment of Revolving Loans. In the event and on each occasion that the aggregate outstanding principal amount of Revolving Loans of any Class exceeds the aggregate Revolving Commitments of such Class, the Borrowers shall prepay Borrowings of Revolving Loans of such Class in an aggregate amount equal to such excess.

4.05 Termination and Reduction of Commitments .

(a) Unless previously terminated, any Revolving Commitments shall be automatically and permanently reduced to zero on the applicable Revolving Maturity Date.

(b) The Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (unless the Commitments of such Class are less than $5,000,000, in which case the Borrowers may terminate such Class of Commitments) and (ii) the Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 4.04, the aggregate principal amount of Revolving Loans of such Class outstanding at such time would exceed the aggregate amount of Revolving Commitments of such Class at such time.

The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 4.05 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the

effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section 4.05 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

4.06 Repayment of the Loans .

(a) Subject to Section 4.10, the Borrowers shall repay to the Administrative Agent, for the account of the applicable Term Lender, Term Loans in quarterly installments, each in an aggregate amount equal to $3,250,000 (such amounts, as adjusted from time to time pursuant to Sections 4.01, 4.02 and 4.03, the " Term Loan Repayment Amount "), which repayments will begin on the date which is three (3) months following the Effective Date, with the balance payable on the Term Maturity Date.

(b) [Reserved.]

(c) The Borrowers shall pay to the Administrative Agent, for the account of the applicable Incremental Lenders, on each Incremental Repayment Date, including the Incremental Maturity Date, a principal amount of the Other Term Loans (such amounts, as adjusted from time to time pursuant to Sections 4.01, 4.02 and 4.03, the "Incremental Repayment Amount") equal to the amount set forth for such date in the applicable Incremental Term Loan Amendment.

(d) The Borrowers shall repay to the Administrative Agent, for the account of the applicable Revolving Lender, the then unpaid principal amount of any Revolving Loan of such Revolving Lender on the applicable Revolving Maturity Date.

(e) All repayments pursuant to this Section 4.06 shall be accompanied by accrued and unpaid interest on the principal amount paid to but excluding the date of payment, but shall otherwise be without premium or penalty. In the event that any Loans are purchased or acquired by the Borrowers pursuant to Purchase Offers under Section 2.13 or any portion of any Loans are converted into a new Extension Series pursuant to an Extension Amendment effected pursuant to Section 2.14, then the Term Loan Repayment Amount and the Incremental Repayment Amount attributable to each Term Loan or Other Term Loan of each Class or Extension Series, as applicable, that was outstanding prior to and remains outstanding after such Purchase Offer or Extension Amendment, as the case may be, will not be reduced or otherwise affected by such transaction.

4.07 Method and Place of Payment .

Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made to the Administrative Agent for the account of the Lender or Lenders entitled thereto not later than 12:00 Noon (New York time) on the date when due and shall be made in Dollars in immediately available funds at the Payment Office. Any payments under this Agreement or under any Note which are made later than 12:00 Noon (New York time) on any day shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension.

4.08 Net Payments; Taxes.

(a) All payments made by any Loan Party hereunder or under any other Loan Document will be made without setoff, counterclaim or other defense.

(b) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.08) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.08) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section 10.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 4.08, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Lender's reasonable judgment, exercised in good faith, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(ii) Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under any Loan Document (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under any Loan Document (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), whichever of the following is applicable:

(a) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;

(b) executed originals of IRS Form W-8ECI;

(c) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit M-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a " U.S. Tax Compliance Certificate " ) and (y) executed originals of IRS Form W-8BEN; or

(d) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-2 or Exhibit M-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) If a payment made to a Recipient under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the Effective Date.

(h) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.08 (including by the payment of additional amounts pursuant to this Section 4.08), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4.08 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving

rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Each party's obligations under this Section 4.08 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Loan Document Obligations.

(j) For purposes of this Section 4.08, the term "applicable law" includes FATCA.

4.09 Application of Proceeds. All monies collected by the Administrative Agent (whether received from the Pari Passu Collateral Agent or otherwise) upon any sale or other disposition of the Collateral of each Loan Party, together with all other monies received by the Administrative Agent (whether received from the Pari Passu Collateral Agent or otherwise) under and in accordance with this Agreement and the other Loan Documents (including, without limitation, as a result of any distribution in respect of the Collateral in any bankruptcy, insolvency or similar proceeding) (except to the extent released in accordance with the applicable provisions of this Agreement or any other Loan Document), shall be applied to the payment of the Secured Obligations, subject to the terms of the Intercreditor Agreement, pursuant to and in accordance with the terms of the Security Agreement.

4.10 Priority of Revolving Loans. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, unless the Required Revolving Lenders otherwise agree, (x) if any Revolving Lender has any Revolving Obligations then outstanding and any Default or Event of Default has occurred and is continuing, no voluntary prepayment of any Term Loans shall be permitted pursuant to Section 4.01 and (y) if any Specified Default exists at the time that any mandatory repayment or prepayment of Term Loans is otherwise required to be made (or an offer therefor is required to be made) under Section 4.02, Section 4.03, Section 4.06 or Section 7.22, then (i) the Revolving Loans shall first be repaid in the amount otherwise required to be applied to the repayment or prepayment of Term Loans under such Section (or, in the case of Section 4.02, in the amount otherwise required to be offered to the Term Lenders under such Section) in the absence of this Section 4.10 and (ii) after application pursuant to the preceding clause (i), any excess portion of such mandatory repayment or prepayment of Term Loans not so applied shall be applied to the repayment or prepayment of Term Loans as otherwise required under such Section (or, in the case of Section 4.02, offered to the Term Lenders as provided in such Section) in the absence of this Section 4.10. If any Lender collects or receives any amounts on account of the Loan Document Obligations to which it is not entitled as a result of the application of this Section 4.10, then such Lender shall hold the same in trust for the Revolving Lenders and shall forthwith deliver the same to the Administrative Agent, for the account of the Revolving Lenders, to be applied in accordance with this Section 4.10 or, if then applicable, Section 8.02. Without limiting the generality of the foregoing, this Section 4.10 is intended to constitute and shall be deemed to constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be

interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law.

SECTION 5. Conditions Precedent.

5.01 Conditions Precedent to Effective Date .

The obligation of each Lender to make its Loans shall become effective on and as of the first date (the " Effective Date " ) on which the following conditions have been satisfied or waived in accordance with Section 10.12.

(a) Loan Documents . The Administrative Agent and/or the Pari Passu Collateral Agent, as applicable, shall have received duly authorized, executed and delivered counterparts of the Agreement, (ii) Notes executed by the Borrower, for the account of each of the Lenders that has requested same, in each case in the amount, maturity and as otherwise provided herein and (iii) each other applicable Loan Document, in each case in form reasonably satisfactory to the Administrative Agent.

(b) Fees, etc . The Borrowers shall have paid all accrued costs, fees and expenses that are due and payable hereunder and under the other Loan Documents (or under any other agreement entered into by the Administrative Agent, the Arrangers and the Parent or any of their respective Affiliates).

(c) Officer's Certificate . The Administrative Agent shall have received a certificate, dated the Effective Date and signed on behalf of the Borrowers by an Authorized Representative of the Borrowers, certifying on behalf of the Borrowers that all of the conditions set forth in clause (f) of this Section 5.01 have been satisfied on such date.

(d) Collateral and Guarantee Requirement . The Collateral and Guarantee Requirement shall have been satisfied (subject to the last paragraph of this Section 5.01) and each Loan Document that is contemplated to be in effect on the Effective Date shall be in full force and effect. The Pari Passu Collateral Agent shall have received a completed Perfection Certificate, dated the Effective Date and signed by a Financial Officer or other Authorized Representative of each Borrower, together with all attachments contemplated thereby.

(e) Consummation of the 2014 Refinancing . The Administrative Agent shall have received satisfactory evidence that the 2014 Refinancing has been, or substantially simultaneously with the Effective Date will be, consummated and that all security interests in respect of, and Liens securing, the Indebtedness under the Ventures Facilities Agreement created pursuant to the security documentation relating thereto shall have been terminated and released (or releases in respect of such Liens shall have been delivered to the Administrative Agent in escrow to be released immediately upon the receipt of funds by the applicable agents for the Ventures Facilities Agreement), and the Administrative Agent shall have received all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative

Agent, including Form UCC-3 Termination Statements (or such other termination statements pursuant to local law, as applicable), terminations or releases of all mortgages and reassignments of insurances and charter hire, drilling contracts, revenues and earnings, as applicable, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent.

(f) Approvals . All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the transactions contemplated hereby and by the other Loan Documents shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which, in the reasonable judgment of the Administrative Agent, restrains, prevents or imposes materially adverse conditions upon the consummation of the Transactions or the other transactions contemplated by the Loan Documents or otherwise referred to herein or therein. On the Effective Date, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the Transactions or the other transactions contemplated by the Loan Documents or otherwise referred to herein or therein.

(g) Certificate of Financial Officer . The Administrative Agent shall have received a certificate from the chief financial officer or chief executive officer of the Parent, in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, certifying that, on and as of the Effective Date, and after giving effect to the Transactions and the Liens created by the Loan Parties in connection therewith, (i) the sum of the assets, at a fair valuation, of the Loan Parties on a consolidated basis will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Loan Parties on a consolidated basis, (ii) the Loan Parties on a consolidated basis have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their ability to pay such debts as such debts mature, (iii) the Loan Parties on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Effective Date and (iv) the Loan Parties, taken as a whole, are not otherwise insolvent under the standards set forth in applicable law.

(h) Financial Statements . The Lenders shall have received (i) audited consolidated financial statements of the Parent for each of the three (3) fiscal years immediately preceding the Effective Date, consisting of a consolidated balance sheet and related consolidated statements of comprehensive income (loss), shareholders' equity and cash flows for such fiscal years; and (ii) unaudited consolidated financial statements for any interim period or periods of the Parent ended after the date of the most recent audited consolidated financial statements and more than 60 calendar days prior to the Effective Date, consisting of a consolidated balance sheet and related consolidated statements of comprehensive income (loss), shareholders' equity and cash flows for the three-, six-, or nine-month period, as applicable, which financial statements described in clauses (i) and (ii) shall not be materially inconsistent with the financial statements or forecasts previously provided to the Lenders.

(i) Pro Forma Balance Sheet . The Lenders shall have received a pro forma consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the most recent fiscal period for which financial statements were delivered under clause (h) above, after giving effect to the Transactions, which balance sheet shall have been prepared in good faith by the Parent and shall not be materially inconsistent with the forecasts previously provided to the Lenders.

(j) Business Plan . The Lenders shall have received a detailed business plan of the Parent, the Borrower and its Subsidiaries for the fiscal years 2014 through 2018 (including but not limited to quarterly projections for the first four fiscal quarters ending after the Effective Date and monthly cash flow projections for the first 12 months ending after the Effective Date).

(k) Secretary's or Assistant Secretary's Certificates . The Administrative Agent shall have received a certificate, dated the Effective Date and reasonably acceptable to the Administrative Agent, signed by an Authorized Representative of each Loan Party, certifying (i) as to the incumbency and genuineness of the signature of each Loan Party executing Loan Documents to which it is a party and (ii) that attached thereto are true, correct and complete copies of (1) the articles or certificate of incorporation, formation or other organizational document, as applicable, of such Loan Party, and all amendments thereto, certified by the appropriate governmental officials in its jurisdiction of incorporation or formation, as applicable, (2) the bylaws or other governing documents, as applicable, of such Loan Party as in effect on the Effective Date and (3) resolutions duly authorized by the board of directors (or other governing body) of such Loan Party authorizing and approving the execution and delivery of, and performance under, this Agreement and the other Loan Documents to which such Loan Party is a party.

(l) Certificates of Good Standing . The Administrative Agent shall have received certificates as of a recent date of the good standing (or similar status) of each Loan Party under the laws of its jurisdiction of organization, except with respect to any Loan Party organized under the laws of a jurisdiction where no such certificates are provided for by the laws of such jurisdiction.

(m) Opinions of Counsel . The Administrative Agent shall have received from (i) New York counsel to the Loan Parties (which shall be Seward & Kissel LLP or another law firm reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request (including certain matters of Delaware law), (ii) Marshall Islands counsel to the Loan Parties (which shall be Seward & Kissel LLP or another law firm qualified to render an opinion as to Marshall Islands law reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request, (iii) Netherlands counsel to the Loan Parties (which shall be Loyens & Loeff N.V. or another law firm qualified to render an opinion as to the law of the

Netherlands reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request, (iv) Greece counsel to the Loan Parties (which shall be Deverakis Law Office or another law firm qualified to render an opinion as to the law of Greece reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request, (v) U.K. counsel to the Loan Parties (which shall be Cameron McKenna LLP or another law firm qualified to render an opinion as to the law of the U.K. reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request (including payoff opinions and accounts charge opinions), (vi) Norway counsel to the Loan Parties (which shall be Advokatfirmaet Wiersholm AS or another law firm qualified to render an opinion as to the law of Norway reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request, (vii) Brazil counsel to the Loan Parties (which shall be Felsberg, Pedretti & Mannrich or another law firm qualified to render an opinion as to the law of Brazil reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request, and (viii) Angola counsel to the Loan Parties (which shall be AVM Advogados or another law firm qualified to render an opinion as to the law of Angola reasonably acceptable to the Administrative Agent), an opinion covering such matters as the Administrative Agent may reasonably request, each such opinion to be addressed to the Pari Passu Collateral Agent, the Administrative Agent and the Lenders (and expressly permitting reliance by permitted successors and assigns of the addressees thereof) and dated as of the Effective Date.

(n) PATRIOT Act . Each Loan Party shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under the applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act, at least three (3) Business Days in advance of the Effective Date.

(o) [Reserved].

(p) No Default or Event of Default . At the time of and immediately after the Borrowing on the Effective Date, no Default or Event of Default shall have occurred and be continuing.

(q) No Outstanding Indebtedness . After giving effect to the Transactions, the Parent and its Subsidiaries shall have no outstanding Indebtedness or preferred stock other than (a) the Loans, (b) the obligations, as remain outstanding as of the Effective Date, in respect of (x) the DRH Existing Notes, (y) the Ocean Rig UDW Existing Notes, and (z) the Drillships Financing Term Loan Agreement, and (c) the Hedging Obligations, as remain outstanding as of the Effective Date, in respect of (i) the Parent, (ii) Drillships Holdings Inc., Drillships Hydra Shareholders Inc., Drillship Paros Shareholders Inc., Drillship Hydra Owners Inc. and Drillship Paros Owners Inc. pursuant to the hedging agreement outstanding with Nordea Bank Finland PLC, (iii) Drillships Kithira Owners Inc. and Drillships Skopelos Owners Inc., pursuant to the hedging agreements outstanding with Deutsche Bank AG, London Branch and (iv) the Borrower pursuant to the hedging agreements outstanding with ABN AMRO Bank N.V. and Nordea Bank Finland plc.

(r) Lien Searches . The Administrative Agent or the Pari Passu Collateral Agent shall have received the results of a recent lien search in each of the jurisdictions where the Loan Parties are organized or where assets of the Loan Parties are located (except with respect to any jurisdiction the laws of which do not provide for any such lien searches), and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.13 or discharged on or prior to the Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

(s) Evidence of Insurance . The Administrative Agent shall have received evidence of the insurance required by Section 7.01.

Notwithstanding the foregoing, if ParentUDW, the Borrower and the Borrower Subsidiary Guarantors are unable to complete the actions required of them pursuant to the Collateral Agreements prior to the Effective Date in order to perfect the first-priority security interest in the Collateral in favor of the Pari Passu Collateral Agent for the benefit of the Lender Creditors and the holders of other Pari Passu Obligations, the satisfaction of the Collateral and Guarantee Requirement in respect of such actions shall not be a condition to the obligation of the Lenders to make Loans hereunder; provided that ParentUDW, the Borrower and the Borrower Subsidiary Guarantors use their commercially reasonable efforts to complete such actions and such Collateral as promptly as reasonably practicable, but in no event later than 60 days after the Effective Date.

5.02 Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) Representations and Warranties . The representations and warranties set forth in Section 6 hereof and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to "materiality," "Material Adverse Effect" or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(b) No Default or Event of Default . At the time of and immediately after the Borrowing on the Effective Date, no Default or Event of Default shall have occurred and be continuing.

Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a "Borrowing" for purposes of this Section) shall be deemed to constitute a

representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

SECTION 6. Representations, Warranties and Agreements.

In order to induce the Lenders to enter into this Agreement and to make the Loans as provided herein, ParentUDW, the Borrowers and each Loan Party make the following representations, warranties and agreements, in each case on the Effective Date, all of which shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans.

6.01 Corporate/Limited Liability Company/Limited Partnership Status. Each of the Parent and its Restricted Subsidiaries (a) is a duly organized or incorporated and validly existing corporation, limited liability company, limited partnership, company or other business entity, as the case may be, in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of such jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization or incorporation, (b) has the corporate or other applicable power and authority to own, lease and operate its properties and assets and to transact the business in which it is engaged and presently proposes to engage in all material respects and (c) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or the conduct of its business requires such qualifications, except for failures to be so qualified or in good standing which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except to the extent permitted by this Agreement, neither the Parent nor any of its Restricted Subsidiaries has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened in writing against any of them for winding up, or dissolution or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer of any of them or any or all of their assets or revenues nor have they sought any other relief under any applicable insolvency or bankruptcy law.

6.02 Corporate Power and Authority. Each Loan Party has the corporate or other applicable power and authority to execute, deliver and perform its obligations under each of the Loan Documents to which it is party and has taken all necessary corporate or other applicable action to authorize the execution, delivery and performance by it of each such Loan Documents. Each Loan Party has duly executed and delivered each of the Loan Documents to which it is party, and each of such Loan Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

6.03 No Violation. The Transactions, including the entrance into each applicable Loan Document and the performance of obligations thereunder, (a) will not contravene in any material respect any applicable provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (b) will not conflict with or result in any breach of any terms, covenants, conditions or provisions of, or constitute a default under (nor would it, with notice or passage of time or both, constitute a

violation of or default under), or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Collateral Agreements) upon any of the properties or assets of the Parent or its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other agreement, contract or instrument, in each case to which the Parent or any of its Subsidiaries is a party or by which it or any of its properties or assets is bound or to which it may be subject other than, solely with respect to this Clause (b), any violation, default or Lien which would not, individually or in the aggregate, have a Material Adverse Effect or (c) will not violate any provision of the certificate or articles of incorporation or by-laws (or equivalent organizational documents) of the Parent or any of its Subsidiaries.

6.04 Governmental Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording, qualification or registration with (except for those that have otherwise been obtained or made on or prior to the Effective Date and are in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Loan Party to authorize, or is required to be obtained or made by, or on behalf of, any Loan Party in connection with the execution, delivery and performance of any Loan Document other than any such order, consent, approval, license, authorization or valuation of, or filing, recording, qualification or registration where the failure to so obtain would, individually or in the aggregate, have a Material Adverse Effect.

6.05 Financial Statements; Financial Condition; Undisclosed Liabilities; etc .

(a) The unaudited pro forma consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 31, 2014 (including the notes thereto) (the " Pro Forma Balance Sheet "), a copy of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the 2014 Refinancing, (ii) the Loans to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Parent as of the date of delivery thereof, and presents fairly, on a pro forma basis the estimated financial position of the Parent and its consolidated Subsidiaries as at March 31, 2014, assuming that the events specified in the preceding sentence had actually occurred at such date.

(b) The audited and unaudited financial statements delivered pursuant to Section 5.01(h) present fairly in all material respects the consolidated financial position and the results of operations and cash flows of the Parent at the dates and for the periods to which they relate. All of the foregoing historical financial statements have been prepared in accordance with GAAP, consistently applied throughout the periods involved, except as otherwise discussed therein and all adjustments necessary for a fair presentation of results for such periods have been made (except, in the case of the aforementioned quarterly financial statements, for normal year-end audit adjustments and the absence of footnotes).

(c) On and as of the Effective Date, and after giving effect to the Transactions and the Liens created by the Loan Parties in connection therewith, (i) the

sum of the assets, at a fair valuation, of the Loan Parties on a consolidated basis will exceed the sum of the stated liabilities and identified contingent liabilities, of the Loan Parties on a consolidated basis; (ii) the Loan Parties on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Effective Date, or (2) be able to pay their debts (contingent or otherwise) as they mature and (iv) the Loan Parties, taken as a whole, are not otherwise insolvent under the standards set forth in applicable law.

(d) Except as fully disclosed in the financial statements referred to in Section 6.05(b), there were as of the Effective Date no liabilities or obligations with respect to the Parent or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, could reasonably be expected to be material to the Parent and its Subsidiaries taken as a whole. As of the Effective Date, the Parent does not know of any reasonable basis for the assertion against it or any of its Subsidiaries of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements referred to in Section 6.05(b) which, either individually or in the aggregate, could reasonably be expected to be material to the Parent and its Subsidiaries taken as a whole.

(e) On and as of the Effective Date, the Projections which have been delivered to the Lenders prior to the Effective Date have been prepared in good faith and are based on assumptions believed by the Parent to be reasonable, and there are no statements or conclusions in any of the Projections which are based upon or include information known to the Parent to be misleading in any material respect or which fail to take into account material information known to the Parent regarding the matters reported therein; it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results.

(f) Since December 31, 2013, there has been no change in the operations, business, properties, or financial condition of the Parent or any of its Subsidiaries taken as a whole that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect.

6.06 True and Complete Disclosure. All information (taken as a whole), other than Projections and forward-looking information, furnished by or on behalf of the Parent or any of its Subsidiaries in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole), other than Projections and forward-looking information, hereafter furnished by or on behalf of the Parent or any of its Subsidiaries in writing to the Administrative Agent or any Lender will, be true and accurate in all material respects on the date as of which such information is dated or certified, not contain any untrue statement of a material fact and not be incomplete by omitting to state any fact necessary

to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

6.07 Use of Proceeds; Margin Regulations .

(a) All proceeds of the Term Loans shall be used to consummate the 2014 Refinancing and for general corporate purposes of the Borrowers, the Guarantors and their respective Subsidiaries.

(b) All proceeds of any Revolving Loans shall be used for general corporate purposes of the Borrowers, the Guarantors and their respective Subsidiaries.

(c) Neither the Parent nor any of the Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No proceeds of any Loan will be used for any purpose which will violate or be inconsistent with the provisions of the Margin Regulations.

6.08 Tax Returns; Payments; Tax Treatment. The Parent and each Subsidiary has timely filed with the appropriate taxing authority all material returns, statements, forms and reports for taxes or an extension therefor (the " Returns " ) required to be filed by, or with respect to the income, properties or operations of, the Parent and/or any Subsidiaries. The Returns accurately reflect in all material respects all liability for taxes of the Parent and the Subsidiaries as a whole for the periods covered thereby. Each of the Parent and its Subsidiaries have paid all taxes and assessments required to be paid by it, other than those that are being contested in good faith and for which an adequate reserve for accrual has been established in accordance with GAAP. All tax liabilities of the Parent and its Subsidiaries have been adequately provided for in the financial statements of the Parent and the Parent does not know of any actual or proposed additional material tax assessments. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the knowledge of the Parent or any Subsidiary, threatened by any authority regarding any taxes relating to the Parent or any Subsidiary that, if determined adversely to the Parent or the Subsidiary would, individually or in the aggregate, have, a Material Adverse Effect. The Parent is treated as a corporation for U.S. federal income tax purposes. No payment by or on account of any obligation of any Loan Party under any Loan Document shall be treated as income from sources within the United States for U.S. federal income tax purposes by reason of Section 884(f) of the Code or the Treasury Regulations promulgated thereunder, other than any payment identified as U.S. source in a written notice provided to the Administrative Agent by the applicable Loan Party at least 35 days prior to the date such payment is made.

6.09 Compliance with ERISA .

(a) No ERISA Event has occurred which would reasonably be expected to have a Material Adverse Effect, nor has any event, condition or underfunding occurred with respect to any (i) Plan (whether or not terminated), (ii) "Multiemployer Plan" or (iii) plan or arrangement, whether or not terminated, which provides medical, health, life insurance or other welfare-type benefits to any retiree or other former employee (except for continued medical benefit coverage

required to be provided under Section 4980B of the Code or as required under applicable state, local or other law) which, in any case, would reasonably be expected to have a Material Adverse Effect. Neither the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) nor any Subsidiary is an entity whose underlying assets are "plan assets" (as defined in Section 3(42) of ERISA) subject to ERISA; no "reportable event" (as defined in ERISA) has occurred with respect to any Plan for which the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) or any Subsidiary would have any liability which would reasonably be expected to have a Material Adverse Effect; neither the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) nor any Subsidiary has incurred, nor expects to incur, liability under Sections 412 or 4971 of the Code which would reasonably be expected to have a Material Adverse Effect; and each Plan for which the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification resulting in a Material Adverse Effect.

(b) Each Foreign Pension Plan has been maintained in compliance in all material respects with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities except for any noncompliance which would not reasonably be expected to result in a Material Adverse Effect. No liability to any applicable governmental authority or any Foreign Pension Plan or any related trust has been or is expected to be incurred by the Borrower, any Subsidiary of the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO), any Subsidiary of the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) or any ERISA Affiliate. All contributions required to be made with respect to a Foreign Pension Plan have been timely made except for any noncompliance which would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower, any Subsidiary of the Borrower, the Parent (but only prior to the consummation of a Qualified DOV MLP IPO) nor any of the Parent's Subsidiaries (but only prior to the consummation of a Qualified DOV MLP IPO) have incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan, except that which would not reasonably be expected to result in a Material Adverse Effect. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower's most recently ended fiscal year on the basis of then current actuarial assumptions, each of which is reasonable, did not (i) materially exceed the current value of the assets of such Foreign Pension Plan (other than a severance plan or similar arrangement providing for payments on termination of employment) allocable to such benefit liabilities, or (ii) exceed the current value of the assets of a Foreign Pension Plan that is a severance plan or similar arrangement providing for payments on termination of employment, except that would not reasonably be expected to result in a Material Adverse Effect.

6.10 Collateral; the Security Agreements .

(a) Each of the Parent, the Borrower and each Borrower Subsidiary Guarantor owns the Collateral pledged by it under the Collateral Agreements, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, other than Permitted Collateral Liens. The Collateral Agreements, when duly executed and delivered in accordance with their terms by the parties thereto, will represent all of the collateral agreements, security agreements, guarantee agreements, pledge agreements and other similar agreements necessary to grant a valid, legally binding and enforceable first-priority security interest in the Collateral, subject to the terms of the Intercreditor Agreement, in favor of the Pari Passu Collateral Agent, for the benefit of the Lender Creditors.

100

(b) The Security Agreement is effective to create in favor of the Pari Passu Collateral Agent for the benefit of the Lender Creditors legal, valid and enforceable Liens on, and security interests in, the Collateral governed thereby and, (i) when financing statements are filed in the offices specified on Schedule 6.10 and (ii) upon the taking of possession or control by the Pari Passu Collateral Agent of the Pledged Securities with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Pari Passu Collateral Agent, to the extent possession or control by the Pari Passu Collateral Agent is required by the Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the grantors in such Collateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by the filing of a financing statement or by possession or control by the Pari Passu Collateral Agent), in each case subject to no Liens other than Permitted Collateral Liens.

(c) Upon proper filing in the appropriate filing offices or recording at the Marshall Islands Shipping Registry, the Ship Mortgages will create valid, perfected and enforceable first-priority mortgages on the Ocean Rig Mylos, the Ocean Rig Skyros and the Ocean Rig Athena securing the payment of the Secured Obligations in accordance with the terms thereof and upon such filing, Ocean Rig Mylos, the Ocean Rig Skyros and the Ocean Rig Athena will be free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims of record, except for the Ship Mortgages and Permitted Collateral Liens.

(d) Each other Collateral Agreement delivered on the Effective Date or pursuant to Section 7.07 will, upon execution and delivery thereof, be effective to create in favor of the Pari Passu Collateral Agent for the benefit of the Lender Creditors legal, valid and enforceable first-priority Liens on, and security interests in all of the Loan Parties' right, title and interest in and to the Collateral governed thereby, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Pari Passu Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Pari Passu Collateral Agent, to the extent required by any Collateral Agreements), in each case as and to the extent required by the Collateral Agreements, the Liens created by such Collateral Agreements will constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by the filing of a financing statement or by possession or control by the Pari Passu Collateral Agent), in each case subject to no Liens other than the applicable Permitted Collateral Liens.

101

6.11 Capitalization. As of the Effective Date, all of the Capital Stock of each Loan Party (other than the Parent) is legally and beneficially owned as set forth on Schedule 6.11. Except as set forth on Schedule 6.11, all such outstanding Equity Interests have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights.

6.12 Subsidiaries. On the Effective Date, (a) the Parent shall have no Subsidiaries other than the Subsidiaries listed on Schedule 6.12 (which Schedule identifies the correct legal name, direct owner, percentage ownership and jurisdiction of organization of each such Subsidiary of the Parent on the Effective Date) and (b) all of the Parent's Subsidiaries are Restricted Subsidiaries.

6.13 Compliance with Statutes, etc. Each of the Parent and its Subsidiaries is in compliance with all applicable material statutes, regulations, judgments, international treaties or conventions and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property.

6.14 Investment Company Act. None of the Parent, the Borrowers nor any of their Subsidiaries is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended and the rules and regulations thereunder.

6.15 Legal Names; Type of Organization (and Whether a Registered Organization); Jurisdiction of Organization; etc . Schedule 6.15 sets forth, as of the Effective Date, the legal name of the Loan Parties, the type of organization of the Loan Parties, whether or not each Loan Party is a registered organization, the jurisdiction of organization of each Loan Party and the organizational identification number (if any) of each Loan Party.

6.16 Environmental Matters .

(a) Except for instances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Parent and its Subsidiaries is and has been in compliance with all Environmental Laws and has obtained and complied with all the permits, licenses, registrations and approvals required under Environmental Laws, (ii) there are no pending or, to the knowledge of the Parent, threatened Environmental Claims against or affecting the Parent, any of its Subsidiaries or any Vessel, Real Property or other facility owned, leased or operated by the Parent or any of its Subsidiaries (including any such claim to the extent known by the Parent to exist and arising out of the ownership, lease or operation by the Parent or any of its Subsidiaries of any Vessel, Real Property or other facility formerly owned, leased or operated by the Parent or any of its Subsidiaries but no longer owned, leased or operated by the Parent or any of its Subsidiaries),

102

(iii) neither the Parent nor any of its Subsidiaries has become subject to any liability, obligation or cost pursuant to Environmental Law and (iv) there are no facts, circumstances, conditions or occurrences in respect of the business or operations of the Parent or any of its Subsidiaries as currently conducted or planned (or, to the knowledge of the Borrowers, any of the Borrowers' or any of their Subsidiaries' respective predecessors) or any Vessel, Real Property or other facility currently owned or operated by the Borrowers or any of their Subsidiaries (or, to the knowledge of the Borrowers, any of the Borrowers' or any of their Subsidiaries' formerly owned or operated Vessel, Real Property or other facility) that could form the basis of an Environmental Claim against the Parent or any of its Subsidiaries with respect to the Parent, any Subsidiary or any Vessel, Real Property or other facility owned or operated by the Parent or any of its Subsidiaries, or to cause such Vessel, Real Property or other facility owned or operated by the Parent or any of its Subsidiaries to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law.

(b) Hazardous Materials have at all times been generated, used, treated or stored on, or transported to or from, or Released on, under, to or from, any Vessel, Real Property or other facility owned, leased or operated by the Parent or any of its Subsidiaries in a manner so as not to result in liability under Environmental Laws applicable to the country in which each Vessel operates against the Parent or any of its Subsidiaries, except where such liability, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect.

(c) All of the Vessels comply with all Environmental Laws, and no cost is required to maintain such compliance or, to the knowledge of the Parent, to achieve compliance with pending requirements under Environmental Laws except such noncompliance or costs as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Parent and its Restricted Subsidiaries have made all required payments to statutory environmental insurance schemes required under Environmental Law and other environmental insurance schemes applicable to the Parent and its Restricted Subsidiaries except such failure to make payments as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.17 No Default. Neither the Parent nor any of its Subsidiaries is in default under or with respect to any indenture, mortgage, deed of trust, charter, credit agreement or loan agreement, or any other agreement, permit, contract or instrument, in each case to which the Parent or such Subsidiary is a party or by which it or any of its property or assets is bound or to which it may be subject, except for such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.

6.18 Patents, Licenses, Franchises and Formulas . The Parent and its Subsidiaries own, or have the right to use, all patents, trademarks, trade secrets, service marks, trade names, copyrights, licenses, franchises, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and

103

other intellectual property rights necessary to carry on their business in all material respects; the Parent has not received any written communications alleging that the Parent or any Subsidiary has violated, infringed or conflicted with or, by conducting its business as currently conducted would violate, infringe or conflict with, any intellectual property of any other person or entity.

6.19 Anti-Corruption Laws. Neither the Parent nor any of its Subsidiaries or, to the Parent's knowledge, any director, officer, employee, affiliate or agent of either the Parent or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a violation by any such Persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" (as such term is defined in the FCPA) or any non-U.S. political party or official thereof or any candidate for non-U.S. political office, in contravention of the FCPA and the Parent, its Subsidiaries and its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to promote and achieve, and which are reasonably expected to continue to promote and achieve, continued compliance therewith.

6.20 Insurance. The Parent and each of the Subsidiaries carry, or are covered by, insurance (which term as used herein shall include membership in Protection & Indemnity clubs) in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective Vessels and properties and as is customary for companies engaged in similar businesses, and all such insurance is in full force and effect. There are no material claims by the Parent or any Subsidiary under any insurance policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. Neither the Parent nor any Subsidiary has received written notice from any insurer or agent of such insurer that any material capital improvements or other material expenditures are required or necessary to be made in order to continue such insurance. The Parent has no reason to believe that any insurer providing coverage to the Parent or any Subsidiary is not financially sound or that it or any Subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire, or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. Neither the Parent nor any Subsidiary has been denied any insurance coverage which it has sought or for which it has applied in any material respect.

6.21 Collateral Vessels .

(a) The name, registered owner and official number, and jurisdiction of registration and flag of each Collateral Vessel are set forth on Schedule 6.21. Each Collateral Vessel is operated in all material respects in compliance with all applicable laws, rules and regulations. Each Collateral Vessel has been duly registered under the laws and regulation and flag of the jurisdiction set forth opposite its name on Schedule 6.21, and no other action is necessary to establish and perfect such entity's title to and interest in such vessel as against any employment contractor or third party. Each Collateral Vessel is covered by all such insurance as is required in accordance with the requirements of the respective Ship Mortgage and Section 7.01.

104

(b) Each Loan Party which owns or operates or which will own or operate one or more Collateral Vessels is qualified to own and operate such Collateral Vessel under the laws of its jurisdiction of incorporation and its relevant flag state. Each Collateral Vessel is classed by any of Lloyd's Register of Shipping, American Bureau of Shipping, Det Norske Veritas, Bureau Veritas or a classification society that is a full member of the International Association of Classification Societies and each Collateral Vessel is in class with valid class and trading certificates, without any overdue recommendations.

6.22 Properties. Except as described on Schedule 6.22, the Parent and each of its Subsidiaries has good and marketable title to all the properties and assets reflected in the balance sheets referred to in Section 6.05(a), including any leasehold interests in such property (except as sold or otherwise disposed of since the date of such balance sheet in the ordinary course of business or as permitted by the terms of this Agreement) are subject to no Lien except Permitted Liens (or, in the case of any Lien on Collateral, Permitted Collateral Liens). All of the leases, subleases, employment contracts, charters, newbuilding contracts and options to acquire additional contracts that are material to the business of the Parent and the Subsidiaries, and under which the Parent or any of the Subsidiaries holds properties reflected in the financial statements are valid, enforceable and in full force and effect, and neither the Parent nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Parent or any Subsidiary under any of the leases or contracts mentioned above, or affecting or questioning the rights of the Parent or such Subsidiary to the continued possession of the lease, subleased or contracted property under any such lease, sublease, employment contract, charter, newbuilding contract or option to acquire additional contracts.

6.23 Anti-Terrorism .

(a) The operations of the Parent and the Subsidiaries are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act, as amended by the PATRIOT Act, and the applicable anti-money laundering statutes of jurisdictions where the Parent and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the " Anti-Money Laundering Laws " ), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Parent or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Parent, threatened.

(b) (i) Neither the Parent nor any of the Subsidiaries or, to the Parent's knowledge, any director, officer, employee, affiliate, agent or representative of the Parent or any of the Subsidiaries, is a Person that is, or is controlled by a Person that is:

(1) the subject of any sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the United Nations Security

105

Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority (collectively, " Sanctions " ), or

(2) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).

(ii) The Parent represents and covenants that it has not knowingly engaged in, is not now knowingly engaged in and will not knowingly engage in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction was, to the Parent's knowledge, the subject of Sanctions.

6.24 Form of Documentation. Each of the Loan Documents is or, when executed, will be in proper legal form under the laws of the jurisdiction which governs such documents for the enforcement thereof under such laws, as applicable, subject only to such matters which may affect enforceability arising under the law of the State of New York. To ensure the legality, validity, enforceability or admissibility in evidence of each such Loan Document under the laws of the jurisdiction which governs such document, it is not necessary that any Loan Document or any other document be filed or recorded with any court or other authority in such applicable permitted jurisdiction, except as have been made, or will be made.

6.25 Place of Business. None of the Loan Parties has a place of business in any jurisdiction which requires any of the Collateral Agreements to be filed or registered in that jurisdiction to ensure the validity of the Collateral Agreements to which it is a party unless all such filings and registrations have been made or will be made.

6.26 No Immunity. Neither the Parent, nor any Subsidiary is a sovereign entity or has immunity on the grounds of sovereignty or otherwise has any immunity from the jurisdiction of any court or from any legal process under the laws of the United States, or the Republic of the Marshall Islands or any political subdivisions thereof. A final and conclusive judgment for a sum of money obtained in a court in any jurisdiction inside or outside the United States arising out of or in connection with any Loan Document would be enforceable against the Parent and its Subsidiaries in the courts of the Republic of the Marshall Islands.

6.27 Labor Matters. No labor dispute with the employees of the Parent or any Subsidiary exists or, to the knowledge of the Parent, is imminent, and the Parent is not aware of any existing or imminent labor disturbance by the employees of any of its or any Subsidiary's principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material Adverse Effect.

6.28 Existence. Each of the Parent, the Borrower and each Borrower Subsidiary Guarantor that is incorporated under the laws of the Republic of the Marshall Islands is a "nonresident corporation" under the laws of the Republic of the Marshall Islands, as such term is utilized in The Business Corporations Act and the Secured Transactions Act of 2007.

6.29 Litigation. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of the Parent, threatened against the Parent or any of its Subsidiaries or to which any of the properties or assets of the Parent or any of its Subsidiaries is

106

subject before any court, arbitrator or administrative or governmental agency that, if determined adversely to the Parent or any of its Subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect.

SECTION 7. Covenants . Prior to the consummation of a Qualified DOV MLP IPO, the Parent and the Borrowers, and from and after a Qualified DOV MLP IPO, the Borrowers, covenant and agree that from and after the Effective Date and until all Loans, together with interest, Fees and all other Loan Document Obligations (other than indemnities described in Section 10.13 which are not then due and payable) incurred hereunder and thereunder, are paid in full:

7.01 Maintenance of Property; Insurance .

(a) The Parent will, and will cause each of its Restricted Subsidiaries to, (i) keep all material property necessary to the business of the Parent and its Restricted Subsidiaries in good working order and condition (ordinary wear and tear and loss or damage by casualty or condemnation excepted) with such exceptions as would not reasonably be expected to have a Material Adverse Effect and (ii) furnish to the Administrative Agent, at the written request of the Administrative Agent, copies of the insurance carried on the Collateral Vessels.

(b) The Parent will, and will cause each of its Restricted Subsidiaries to:

(i) insure and keep each Collateral Vessel insured or cause or procure each Collateral Vessel to be insured and to be kept insured at no expense to the Administrative Agent or the Pari Passu Collateral Agent in regard to (collectively, the " Insurances " ):

(a) hull and machinery (including increased value insurance and freight interest insurances, if any);

(b) war risks (including common conditions and exclusions);

(d) mortgagee's interest risks (including additional perils pollution);

(e) loss of hire, to the extent reasonably deemed prudent by the Parent in light of the cost of obtaining such insurance; and

(f) such other insurances as a prudent owner of similar vessels of the same age and type would obtain or would legally be required to obtain when operating in the same trade and geographic area as such Collateral Vessel, as well as any insurances required to meet

107

the requirements of the jurisdiction where such Collateral Vessel is employed;

provided that neither the Parent nor any of its Restricted Subsidiaries shall be required to procure or maintain any insurance otherwise required to be procured or maintained under this clause (i), if such insurance is not commercially available in the commercial insurance market; provided further that the Insurances referred to in Section 7.01(b)(i)(a) shall not be required to exceed, in the aggregate for all Collateral Vessels, 125% of the outstanding principal amount of the Loans and unused Commitments (i.e. the Insurances referred to in Section 7.01(b)(i)(a) for any Collateral Vessel shall not be required to exceed an amount that is equal to the quotient of (x) 125% of the outstanding amount of the Loans and unused Commitments, divided by (y) the number of Collateral Vessels that are subject to a Ship Mortgage at the time of determination); provided further that the Insurances referred to in Sections 7.01(b)(i) shall be maintained in a manner consistent with the applicable Insurances in place on the Effective Date and consistent with insurance obtained by similarly situated vessel owners engaged in the same or similar business;

(ii) effect the Insurances or cause or procure the same to be effected:

(a) in such amounts and upon such terms and with such deductibles as shipowners engaged in the same or similar business and similarly situated would deem commercially prudent under the circumstances; and

(b) through the owner's approved broker (the " Owner's Insurance Broker " ) and reputable independent insurance companies and/or underwriters (including mutual insurance schemes and /or captive insurance schemes) in Europe, North America, the Far East and other established insurance markets except that the insurances against protection and indemnity risks may be effected by the entry of the Collateral Vessels with protection and indemnity associations which are members of the IGA or, if the IGA has disbanded and there is no successor or replacement body of associations, other leading protection and indemnity associations and the insurances against war risks may be effected by the entry of the Collateral Vessel with leading war risks associations (hereinafter called the " Insurers " );

(iii) renew or replace all such Insurances or cause or procure the same to be renewed or replaced before the relevant policies or contracts expire and to procure that the Owner's Insurance Broker and/or the relevant protection and indemnity association or war risks association shall promptly confirm in writing to the Pari Passu Collateral Agent, upon its request, as and when each such renewal or replacement is effected;

108

(iv) duly and punctually pay, or cause duly and punctually to be paid, all premiums, calls, contributions or other sums payable in respect of all such Insurances, to produce or to cause to be produced all relevant receipts when so required by the Pari Passu Collateral Agent and duly and punctually to perform and observe or to cause duly and punctually to be performed and observed any other obligations and conditions under all such Insurances;

(v) procure that all policies, binders, cover notes or other instruments
of the Insurances referred to in Section 7.01(b)(i)(a), (b) and (e) above shall be taken out in the name of the Parent, the Borrower or any Borrower Subsidiary Guarantor or a Restricted Subsidiary, with the Pari Passu Collateral Agent being covered under such policies as a co-assured, and shall incorporate a loss payable clause naming the Pari Passu Collateral Agent as loss payee prepared in compliance with the terms of the Insurance Assignment;

(vi) procure that, upon request of the Pari Passu Collateral Agent, copies of all original such instruments of Insurances shall be from time to time delivered to the Pari Passu Collateral Agent after receipt by the Parent or a Restricted Subsidiary thereof;

(vii) not employ any Collateral Vessel or suffer any Collateral Vessel to be employed otherwise than in conformity with the terms of all policies, bindings, cover notes or other instruments of the Insurances (including any warranties express or implied therein) without first obtaining the written consent of the Insurers to such employment (if required by such Insurers) and complying with such requirements as to extra premiums or otherwise as the Insurers may prescribe;

(viii) cause any proceeds in respect of the Insurances referred to in paragraph (i) above (except clause (d) and, if an Event of Default has occurred and is continuing, clause (c) and, as applicable, (f) of such paragraph) to be paid to the Borrower or any Borrower Subsidiary Guarantor that then owns the Collateral Vessel (subject to provisions as to named insureds, additional insureds and loss payees in favor of the Pari Passu Collateral Agent as required by this Section 7.01(b)); and

(ix) upon the request of the Pari Passu Collateral Agent, do all reasonable things necessary, proper and desirable, and execute and deliver all documents and instruments, to enable the Pari Passu Collateral Agent to collect or recover any moneys to become due in respect of the Insurances.

7.02 Existence; Conduct of Business. The Parent shall, and shall cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of the business of (a) Parent and its Restricted Subsidiaries, taken as a whole or (b) the Borrower and the Borrower Subsidiary Guarantors, taken as a whole; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.14 or any Qualified

109

DOV MLP IPO, DOV MLP Formation Transactions or Non-DOV MLP Qualified Asset Transfer.

7.03 Operation of Collateral Vessels. The Parent shall cause each Restricted Subsidiary that owns or operates, or will own or operate, one or more Collateral Vessels to, at all times while owning or operating such Collateral Vessels, operate or cause such Collateral Vessel to be operated in a manner consistent with reasonable industry practice.

7.04 Payment of Obligations. The Parent shall, and shall cause each Restricted Subsidiary to, pay its material obligations (other than Indebtedness and any Hedging Obligations), including Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Parent or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

7.05 Reports .

(I) (A) Prior to the consummation of a Qualified DOV MLP IPO, whether or not ParentUDW or the Borrower is then subject to Section 13(a) or 15(d) of the Exchange Act, ParentUDW or the Borrower shall furnish to the Administrative Agent for distribution to the Lenders, so long as any Loans are outstanding:

(1) within 75 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports on Form 6-K (or any successor form) containing ParentUDW's unaudited quarterly consolidated financial statements (including a balance sheet and statement of income, changes in stockholders' equity and cash flow) and a Management's Discussion and Analysis of Financial Condition and Results of Operations (the " MD&A " ) (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year);

(2) within 135 days after the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein (including ParentUDW's audited consolidated financial statements, a report thereon by ParentUDW's certified independent accountants and an MD&A) for such fiscal year; and

(3) at or prior to such times as would be required to be filed or furnished to the SEC if ParentUDW or the Borrower was then a "foreign private issuer" subject to Section 13(a) or 15(d) of the Exchange Act (whether or not ParentUDW or the Borrower is then subject to such requirements), all such other reports and information that ParentUDW would have been required to file or furnish pursuant thereto.

(B) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. The quarterly and annual reports will

110

include a reasonably detailed presentation (consistent with such information provided in the confidential information memorandum provided in connection with the syndication of the Term Loans), either in the MD&A or otherwise, of the financial condition and results of operations of the Borrower and the Borrower Subsidiary Guarantors separate from the financial condition and results of operations of ParentUDW and the Restricted Subsidiaries, and shall include information regarding the adjustments, if any, to the calculation of Consolidated Net Income in connection with drydock, shipyard stay and special survey expenses, as applicable. In addition, ParentUDW or the Borrower shall electronically file or furnish, as the case may be, a copy of all such information and reports referred to in clauses (1) through (3) of Section 7.05(I)(A) with the SEC for public availability within the time periods specified therein at any time ParentUDW or the Borrower is then subject to Section 13(a) or 15(d) of the Exchange Act and make such information available to the Lenders upon request. ParentUDW and the Borrower shall be deemed to have furnished such reports referred to above to the Administrative Agent and the Lenders if ParentUDW has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. If, notwithstanding the foregoing, the SEC will not accept ParentUDW's or the Borrower's filings for any reason, ParentUDW or the Borrower will post the reports referred to in Section 7.05(I)(A) on its website within the time periods that would apply to non-accelerated filers if ParentUDW or the Borrower were required to file those reports with the SEC, provided that the Administrative Agent will have no responsibility to monitor whether such posting has occurred. ParentUDW and the Borrower agree that, for so long as any Loans remain outstanding, they will hold and participate in quarterly conference calls with the Lenders relating to the financial condition and results of operations of ParentUDW and the Restricted Subsidiaries.

(II) (A) Following the consummation of a Qualified DOV MLP IPO, whether or not the Borrower is then subject to Section 13(a) or 15(d) of the Exchange Act, the Borrower shall furnish to the Administrative Agent and the Lenders, so long as any Loans are outstanding:

(1) within 75 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports containing all the information that would have been required to be contained on Form 6-K (or any successor form) if the Borrower had been a reporting company under the Exchange Act, including the Borrower's unaudited quarterly financial statements on a combined or consolidated basis, as the case may be, and as otherwise consistent with GAAP (including a balance sheet and statement of income, changes in stockholders' equity and cash flow) and MD&A (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year);

(2) within 135 days after the end of each fiscal year, an annual report containing all the information that would have been required to be contained on Form 20F (or any successor form) if the Borrower had been a reporting company under the Exchange Act, including the Borrower's audited financial statements on a combined or consolidated basis, as the case may be, and as otherwise consistent with GAAP, a report thereon by the Borrower's certified independent accountants and an MD&A for such fiscal year; and

111

(3) at or prior to such times as would be required to be filed or furnished to the SEC if the Borrower was then a "foreign private issuer" subject to Section 13(a) or 15(d) of the Exchange Act (whether or not the Borrower is then subject to such requirements), all such other reports and information that the Borrower would have been required to file or furnish pursuant thereto.

(B) All such reports will be prepared in all material respects in accordance with all of the rules and regulations that would be applicable to such reports if they were to be filed with the SEC, and shall include information regarding the adjustments, if any, to the calculation of Consolidated Net Income in connection with drydock, shipyard stay and special survey expenses, as applicable. In addition, the Borrower shall electronically file or furnish, as the case may be, a copy of all such information and reports referred to in clauses (1) through (3) of Section 7.05(II)(A) with the SEC for public availability within the time periods specified therein at any time the Borrower is then subject to Section 13(a) or 15(d) of the Exchange Act and make such information available to the Lenders upon request. The Borrower shall be deemed to have furnished such reports referred to above to the Administrative Agent and the Lenders if it has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. If, notwithstanding the foregoing, the SEC will not accept the Borrower's filings for any reason or the Borrower is not then subject to Section 13(a) or 15(d) of the Exchange Act, the Borrower will post the reports referred to in Section 7.05(II)(A) on its website (or the website of one of its parent companies) within the time periods that would apply to non-accelerated filers if the Borrower were required to file those reports with the SEC. The Borrower agrees that, for so long as any Loans remain outstanding, it will hold and participate in quarterly conference calls with the Lenders relating to the financial condition and results of operations of the Borrower and the Restricted Subsidiaries.

(C) Following the consummation of a Qualified DOV MLP IPO in which the direct or indirect parent company of the Borrower is a reporting company subject to Section 13(a) or 15(d) of the Exchange Act, the Borrower may satisfy its obligations in this covenant with respect to financial information and other information relating to the Borrower by furnishing consolidated financial information relating to such reporting parent company; provided that, if and so long as such parent company shall have Independent Assets or Operations, such financial information shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent company, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand. For purposes of this paragraph, "Independent Assets or Operations" means, with respect to any such parent company, that such parent company's total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Borrower and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such parent company, is more than 5.0% of such parent company's corresponding consolidated amount.

112

7.06 Notices of Material Events. The Parent shall furnish to the Administrative Agent, which shall furnish to each Lender and Secured Counterparty, to the extent applicable, prompt written notice of the following:

(i) the occurrence of any Default;

(ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of the Parent or any Subsidiary, affecting the Parent or any Affiliate thereof, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Parent to the Administrative Agent, that in each case could reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of this Agreement or any other Loan Document;

(iii) the occurrence of any ERISA Event which would reasonably be expected to have a Material Adverse Effect;

(iv) any change in the ratings of the credit facilities made available under this Agreement by S&P or Moody's, or any notice from either such agency indicating its intent to effect such a change or to place the Parent or such credit facilities on a "CreditWatch" or "WatchList" or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating such credit facilities;

(v) any casualty or other damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of or any material interest in the Collateral under power of eminent domain or by condemnation or similar proceeding (and will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Agreements); and

(vi) any other development (including notice of any Environmental Liability) that has resulted, or could reasonably be expected to result, in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a written statement of a Financial Officer or other executive officer of the Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

7.07 Filings; Additional Guarantors; Further Assurances .

(a) The Borrower and the other Loan Parties hereby authorize the Pari Passu Collateral Agent to file one or more financing or continuation statements under the UCC (or any non-U.S. equivalent thereto), and amendments thereto, relative to all or any part of the Collateral, at the sole cost and expense of the Loan Parties, without the signature of the Borrower or any other Loan Party, where permitted by law. The Pari Passu Collateral Agent will promptly send the Borrower a copy of any financing or continuation statements that it may file without the signature of the Borrower or any other Loan Party and the filing or recordation information with respect thereto. None of the Borrower, Finco or any Guarantor will take any action or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Lender Creditors except as expressly set forth herein or in any Collateral Agreement.

113

(b) If, after the Effective Date, any Subsidiary of the Borrower and, prior to the consummation of a Qualified DOV MLP IPO, any Subsidiary of ParentUDW, is formed, acquired or otherwise becomes subject to the Collateral and Guarantee Requirement, the Parent will take all steps necessary, within 45 days of the date on which such Subsidiary is formed, acquired or otherwise becomes subject to the requirements of the Collateral and Guarantee Requirement, to cause the Collateral and Guarantee Requirement in respect of such Subsidiary to be and remain satisfied at all times, including the execution and delivery of supplements to the Guarantee Agreement and the Security Agreement, as applicable, and the delivery of legal opinions reasonably requested by the Administrative Agent or the Pari Passu Collateral Agent, as applicable.

(c) If property constituting Collateral is acquired by the Borrower or any Borrower Subsidiary Guarantor and such property is not automatically subject to a first-priority perfected Lien in favor of the Pari Passu Collateral Agent under the Collateral Agreements, then the Borrower or such Borrower Subsidiary Guarantor will, as soon as practicable after the acquisition of such property (and, in any event, within 45 days thereafter), (i) grant to the Pari Passu Collateral Agent a first-priority perfected Lien over such property, (ii) deliver certain certificates to the Pari Passu Collateral Agent in respect thereof as required by the Collateral and Guarantee Requirement or by the Collateral Agreements and (iii) take all other necessary steps to perfect the first-priority perfected Lien in favor of the Pari Passu Collateral Agent as and to the extent required by the Collateral Agreements.

(d) The Borrower shall furnish to the Administrative Agent and the Pari Passu Collateral Agent prompt written notice of any change (i) in the legal name of the Parent, either Borrower or any Borrower Subsidiary Guarantor, as set forth in its organizational documents, in the jurisdiction of organization or the form of organization of the Parent, either Borrower or any Borrower Subsidiary Guarantor (including as a result of any merger or consolidation), or in the organizational identification number, if any, or, with respect to the Parent, either Borrower or any Borrower Subsidiary Guarantor organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such person. The Parent shall not, and shall not permit either Borrower or any Borrower Subsidiary Guarantor to, effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Pari Passu Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.

(e) Neither the Borrower nor any Guarantor shall enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than (i) the Loans, (ii) solely with respect to the sale of Collateral subject to a Permitted Equipment Lien, the agreements

114

governing Indebtedness secured by such Permitted Equipment Lien, (iii) any other Pari Passu Obligations or (iv) otherwise as may be permitted or required by this Agreement, the Intercreditor Agreement or the other Collateral Agreements, including with respect to any Permitted Collateral Liens; provided that, for the avoidance of doubt, any such agreement may be entered into to the extent that such agreement permits such proceeds to be applied to Pari Passu Obligations prior to or instead of such other Indebtedness.

(f) If the Parent, the Borrower or any Borrower Subsidiary Guarantor becomes organized, through a merger or otherwise, in a jurisdiction other than a Permitted Jurisdiction, then the Parent, the Borrower or such Borrower Subsidiary Guarantor, as applicable, shall take all further action to continue and maintain the Pari Passu Collateral Agent's first-priority perfected security interest in the Collateral.

7.08 Compliance Certificate .

(a) The Parent shall deliver to the Administrative Agent, within 135 days after the end of each fiscal year ending after the Effective Date, a certificate from an Authorized Representative of the Parent (i) stating that a review of the activities of the Parent and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Authorized Representative with a view to determining whether the Parent and the Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Agreement and the other Loan Documents, and further stating, as to each such Authorized Representative signing such certificate, that, to the best of his or her knowledge, the Parent and the Restricted Subsidiaries have kept, observed, performed and fulfilled each covenant contained in this Agreement and the other Loan Documents applicable to them and are not in default in the performance or observance of any of the terms, provisions and conditions thereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Parent is taking or propose to take with respect thereto); in addition, such certificate shall include a reasonably detailed calculation of the Consolidated Net Leverage Ratio for such period and confirming compliance with Section 7.18 and (ii) (A) setting forth, in a manner reasonably satisfactory to the Pari Passu Collateral Agent, any changes in any information contained in the Perfection Certificate delivered on the Effective Date (or, following delivery of the first such compliance certificate, from the date of the most recently completed compliance certificate) or (B) certifying that there has been no change in such information from the Perfection Certificate delivered on the Effective Date (or, following delivery of the first such compliance certificate, from the date of the most recently completed compliance certificate).

(b) The Parent shall, so long as any of the Loans are outstanding, deliver to the Administrative Agent, within 10 Business Days of any of its Authorized Representatives becoming aware of any Default or Event of Default, a written statement specifying such Default or Event of Default and what action the Parent is taking or propose to take with respect thereto.

115

7.09 Books and Records; Inspection and Audit Rights. The Parent will, and will cause each Restricted Subsidiary to, keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. The Parent will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that the foregoing rights of the Administrative Agent and the Lenders shall not interfere in any material respect with the conduct of the business of the Parent or any Restricted Subsidiary.

7.10 Compliance with Laws. The Parent will, and will cause each Subsidiary to, comply with all Requirements of Law (including Environmental Laws) with respect to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

7.11 Rated Credit Facilities. The Parent shall use commercially reasonable efforts to cause the Term Loans made available under this Agreement to be continuously rated by S&P and Moody's and, in respect of the Parent, shall use commercially reasonable efforts to maintain a corporate rating from S&P and a corporate family rating from Moody's.

7.12 Transactions with Affiliates .

(a) The Parent shall not, and shall not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent and any Restricted Subsidiary (each, an " Affiliate Transaction " ) involving, with respect to any such transaction or series of related transactions, payments or consideration in excess of $1,000,000, unless:

(1) the Affiliate Transaction is on terms that are either (a) no less favorable to the Parent or the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm's-length transaction by the Parent or such Restricted Subsidiary with a Person that is not an Affiliate of the Parent and any Restricted Subsidiary or (b) if in the good faith judgment of a Financial Officer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Parent or the relevant Restricted Subsidiary from a financial point of view; and

(2) the Parent obtains and, at the request of the Administrative Agent, delivers to the Administrative Agent:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25,000,000, a resolution of the Board of Directors of the Parent

116

set forth in an Officer's Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 7.12 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Parent; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50,000,000, an opinion issued to the Board of Directors of the Parent by an accounting, appraisal or investment banking firm of international standing or generally recognized in the shipping or offshore drilling industries as qualified to perform the tasks for which such firm has been engaged as to the fairness to the Parent or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view or that the terms of such Affiliate Transaction are no less favorable to the Parent or the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm's-length transaction by the Parent or such Restricted Subsidiary with a Person that is not an Affiliate of the Parent and any Restricted Subsidiary.

(b) For the avoidance of doubt, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration of $25,000,000 or less, the determination that such Affiliate Transaction or series of Affiliate Transactions complies with this Section 7.12 may be made by a Financial Officer.

(c) The following items shall not be deemed to be Affiliate Transactions, as applicable, and, therefore, shall not be subject to this Section 7.12(a):

(1) any management agreement for the provision of vessel management services in the ordinary course of business and in line with industry standards and any payments thereunder that shall have been approved by a majority of the disinterested members of the Board of Directors of the Parent or, following the consummation of a Qualified DOV MLP IPO or a Non-DOV Qualified MLP IPO, such arrangements are consistent with those that are customarily entered into with Affiliates by companies that have undertaken a transaction similar to a Qualified DOV MLP IPO or a Non-DOV Qualified MLP IPO, as applicable, as determined in good faith by the majority of the disinterested members of the Board of Directors of the Borrower;

(2) any employment agreement, employee benefit plan, compensation plan or arrangement, officer or director indemnification agreement or any similar arrangement entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(3) payment of reasonable directors' fees to directors of the Parent or any Restricted Subsidiary;

117

(4) transactions solely between or among the Parent and/or any of its Restricted Subsidiaries;

(5) the issuance or sale of Equity Interests (other than Disqualified Stock) of the Parent to, or receipt of capital contributions from, Affiliates of the Parent;

(6) loans or advances to employees of the Parent (including of any Restricted Subsidiary) in the ordinary course of business not to exceed $7,500,000 in the aggregate at any one time outstanding;

(7) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Parent solely because the Parent owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(8) Restricted Payments (including as Permitted Investments) that do not violate Section 7.15;

(9) transactions between the Parent or any of its Restricted Subsidiaries and any Person that would not otherwise constitute an Affiliate Transaction except for the fact that a director of such other Person is also a director of the Parent or such Restricted Subsidiary, as applicable; provided that such director abstains from voting as a director of the Parent or such Restricted Subsidiary, as applicable, on any matter involving such other Person;

(10) any agreement as in effect on the Effective Date or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not, taken as a whole, less favorable in any material respect to the Lenders);

(11) the Transactions and all fees and expenses paid or payable in connection therewith;

(12) the granting and performance of registration rights for the Parent's securities;

(13) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Parent or the Restricted Subsidiaries or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person, in each case, as determined in good faith by the Board of Directors of the Parent or a member of the senior management of the Parent;

(14) a Qualified DOV MLP IPO and transactions related thereto and the DOV MLP Formation Transactions and transactions related thereto, including the execution of any agreements or documents necessary to release (i) the Loan Guarantee of ParentUDW and any of ParentUDW's Subsidiaries that are not Subsidiaries of the

118

Borrower and (ii) the related Liens on the Equity Interests of the Borrower in connection with a Qualified DOV MLP IPO;

(15) prior to the consummation of a Qualified DOV MLP IPO, a Non-DOV Qualified MLP IPO and transactions related thereto and Non-DOV MLP Formation Transactions and transactions related thereto, so long as the Non-DOV MLP Asset Transfers related to the foregoing are consummated in compliance with Section 7.22 or otherwise constitute a Non-DOV Qualified MLP Asset Transfer; and

(16) transactions in the ordinary course of business solely between the Borrower or a Borrower Subsidiary Guarantor and a Local Content Subsidiary.

7.13 Limitations on Liens .

The Borrower shall not, and shall not permit Finco or any of the Borrower Subsidiary Guarantors to, and prior to the consummation of a Qualified DOV MLP IPO, ParentUDW will not, directly or indirectly, create, Incur or assume (i) any Lien of any kind on any Collateral, except for Permitted Collateral Liens, or (ii) any Lien of any kind securing Indebtedness on any of its property or assets that are not Collateral, except for Permitted Liens.

7.14 Limitations on Merger, Consolidation or Sale of Assets .

For purposes of this Section 7.14, following the consummation of a Qualified DOV MLP IPO, Section 7.14(a) shall be deemed to be removed and replaced with "[Reserved]".

(a) ParentUDW shall not, directly or indirectly: (1) amalgamate, consolidate or merge with or into another Person (whether or not ParentUDW is the Person formed by or surviving any such amalgamation, consolidation or merger); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of ParentUDW and the Restricted Subsidiaries, taken as a whole, in each case, in one transaction or a series of related transactions, including by way of liquidation or dissolution, to another Person, unless:

(1) the Person formed by or surviving any such amalgamation, consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition has been made (the " Successor ParentUDW " ) is (if other than ParentUDW) a Person organized or existing under the laws of a Permitted Jurisdiction;

(2) the Successor ParentUDW (if other than ParentUDW) assumes all the Secured Obligations of ParentUDW under the Loan Guarantee and the other Secured Obligations under this Agreement and the Collateral Agreements to which ParentUDW is a party, if any, and agrees to be bound by all the provisions of this Agreement and such Collateral Agreements pursuant to an amendment or supplement thereto or other documents or instruments, in form and substance reasonably satisfactory to the Administrative Agent or Pari Passu Collateral Agent, as applicable;

(3) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

119

(4) except with respect to a transaction solely between or among ParentUDW and any of the Restricted Subsidiaries, immediately after giving pro forma effect to such transaction, any related financing transactions and the use of proceeds therefrom and treating any Indebtedness that becomes an obligation of ParentUDW or any of the Restricted Subsidiaries as a result of such transaction as having been Incurred by ParentUDW or such Restricted Subsidiary, as the case may be, at the time of the transaction, either (a) ParentUDW or the Successor ParentUDW (if other than ParentUDW) would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 7.16(a) or (b) ParentUDW or the Successor ParentUDW (if other than ParentUDW) would have a Consolidated Interest Coverage Ratio for the applicable four quarter period not lower than such ratio prior to giving effect to such transaction;

(5) in the event that the Successor ParentUDW is organized in a jurisdiction that is different from the jurisdiction in which ParentUDW was organized immediately before giving effect to such transaction, the Successor ParentUDW has delivered to the Administrative Agent an opinion of counsel reasonably satisfactory to the Administrative Agent stating that the obligations of the Successor ParentUDW under this Agreement, the Guarantee Agreement and the Collateral Agreements to which it is a party are enforceable under the laws of such Permitted Jurisdiction, subject to customary exceptions; and

(6) ParentUDW or the Successor ParentUDW (if other than ParentUDW) delivers to the Administrative Agent an Officer's Certificate and opinion of counsel, in each case, stating that such amalgamation, consolidation, merger or transfer and each such amendment and supplement or other documents or instruments comply with this Section 7.14.

(b) The Borrower shall not, directly or indirectly: (1) amalgamate, consolidate or merge with or into another Person (whether or not the Borrower is the Person formed by or surviving any such amalgamation, consolidation or merger); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Borrower and the Borrower Subsidiary Guarantors taken as a whole, in each case, in one transaction or a series of related transactions, including by way of liquidation or dissolution, to another Person, unless:

(1) either the Person formed by or surviving any such amalgamation, consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition has been made (the " Successor Borrower " ) is (if other than the Borrower) a Person organized or existing under the laws of a Permitted Jurisdiction;

(2) the Successor Borrower (if other than the Borrower) assumes all the Secured Obligations of the Borrower under this Agreement and any Collateral Agreements to which the Borrower is a party, and agrees to be bound by all the provisions of this Agreement and such Collateral Agreements pursuant to an amendment or supplement thereto or other documents and instruments, as applicable, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed that if, prior to the consummation of a Qualified DOV MLP IPO, the Borrower merges with or

120

into ParentUDW, ParentUDW must assume all such obligations of the Borrower); provided that, if such Person is a limited liability company or a limited partnership, then the Borrower or such Person shall have the Loans assumed, to the extent not already the case, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests;

(3) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(4) following the consummation of a Qualified DOV MLP IPO (and not in connection with such Qualified DOV MLP IPO), except with respect to a transaction solely between or among the Borrower and any of the Restricted Subsidiaries, immediately after giving pro forma effect to such transaction, any related financing transactions and the use of proceeds therefrom and treating any Indebtedness that becomes an obligation of the Borrower or any of the Restricted Subsidiaries as a result of such transaction as having been Incurred by the Borrower or such Restricted Subsidiary, as the case may be, at the time of the transaction, either (a) the Borrower or the Successor Borrower (if other than the Borrower) would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 7.16(a) or (b) the Borrower or the Successor Borrower (if other than the Borrower) would have a Consolidated Interest Coverage Ratio for the applicable four quarter period not lower than such ratio prior to giving effect to such transaction;

(5) in the event that the Successor Borrower is organized in a jurisdiction that is different from the jurisdiction in which the Borrower was organized immediately before giving effect to such transaction, the Successor Borrower has delivered to the Administrative Agent an opinion of counsel satisfactory to the Administrative Agent stating that the obligations of the Successor Borrower under the Loans, this Agreement and the Collateral Agreements are enforceable under the laws of such Permitted Jurisdiction, subject to customary exceptions;

(6) Finco (unless it is party to the transactions described above, in which case Section 7.14(e)(3) shall apply), shall have by documentation reasonably satisfactory to the Administrative Agent confirmed that it continues to be a co-borrower of the Loans; and

(7) the Borrower or Successor Borrower (if other than the Borrower) delivers to the Administrative Agent an Officer's Certificate and opinion of counsel, in each case stating that such amalgamation, consolidation, merger or transfer and each such amendment and supplement or other documents or instruments comply with this Section 7.14.

(c) Upon any amalgamation, consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of ParentUDW or the Borrower, as the case may be, in accordance with the paragraphs above in which ParentUDW or the Borrower, as applicable, is not the surviving entity, the Successor ParentUDW or the Successor Borrower, as the case may be, shall succeed to, and be substituted

121

for, and may exercise every right and power of, ParentUDW or the Borrower, as applicable, under the Loan Documents with the same effect as if the Successor ParentUDW or the Successor Borrower, as applicable, had been named as ParentUDW or the Borrower, as applicable, in the Loan Documents, and thereafter, ParentUDW or the Borrower, as the case may be, will be relieved of all obligations and covenants under the Loans and the Loan Documents (except to the extent the Borrower (if not the surviving entity) remains subject thereto as a Restricted Subsidiary of ParentUDW, if applicable). Notwithstanding the operation of any other provision in this Section 7.14, in connection with a Qualified DOV MLP IPO in which all or substantially all of the assets of the Borrower and its Restricted Subsidiaries are transferred to one or more DOV MLP Entities, the predecessor Borrower may, by notice to the Administrative Agent, designate a direct or indirect parent of the DOV MLP Entities holding such assets after such transfers as the "Successor Borrower," so long as, after giving effect to such Qualified DOV MLP IPO, (a) such Successor Borrower and its Restricted Subsidiaries hold, directly or indirectly, all or substantially all of the assets held by the Borrower and its Restricted Subsidiaries immediately prior to such transaction, including the Collateral Vessels and Collateral Vessel Contracts, (b) such Successor Borrower holds the same ownership interest, directly or indirectly, in such transferred assets as the Borrower held immediately prior to such transfers, (c) each DOV MLP Entity receiving any portion of such transferred assets in such transaction from a Borrower Subsidiary Guarantor becomes a Borrower Subsidiary Guarantor and (d) each Restricted Subsidiary that holds an ownership interest, directly or indirectly, in any DOV MLP Entity receiving any portion of such transferred assets in such transaction becomes a Borrower Subsidiary Guarantor.

(d) The Borrower will not (and, prior to the consummation of a Qualified DOV MLP IPO, ParentUDW will not) permit any Guarantor (other than ParentUDW, as described above) to sell or otherwise dispose of all or substantially all its properties or assets to, or amalgamate, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person other than the Borrower or another Guarantor, unless:

(1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and

(2) either:

(a)(x) such Guarantor is the surviving Person or (y) the Person formed by or surviving any such amalgamation, consolidation or merger or to which such sale or disposition has been made is a Person organized or existing under the laws of a Permitted Jurisdiction and such Person expressly assumes all the Secured Obligations of such Guarantor under this Agreement and its Loan Guarantee pursuant to an amendment or supplement thereto or other documents or instruments in form and substance reasonably satisfactory to the Administrative Agent; or

(b) such amalgamation, consolidation, merger or disposition does not violate the provisions in Section 7.22 and is not otherwise consummated as part of a Qualified DOV MLP IPO;

122

(3) the Borrower delivers to the Administrative Agent an Officer's Certificate and an opinion of counsel, in each case stating that such amalgamation, consolidation, merger or transfer and each such amendment and supplement or other documents or instruments comply with this Section 7.14;

(4) if applicable, the successor Guarantor causes such amendments, supplements or other instruments with respect to the Collateral Agreements to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Pari Passu Collateral Agent on any Collateral owned by or transferred to such successor Guarantor and deliver an opinion of counsel as to the enforceability thereof and such other matters as the Administrative Agent may reasonably request; and

(5) if applicable, any Collateral owned by or transferred to such successor Guarantor shall (a) continue to constitute Collateral under this Agreement and the Collateral Agreements to which it is a party, (b) be subject to the Lien in favor of the Pari Passu Collateral Agent for the benefit of the holders of the Pari Passu Obligations and (c) not be subject to any Lien other than Permitted Collateral Liens.

(e) Subject to the provisions set forth in this Agreement governing the release of a Guarantor from its Loan Guarantee in certain circumstances, upon any amalgamation, consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of a Guarantor, in accordance with the paragraphs above in which such Guarantor is not the surviving entity, the successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Agreement with the same effect as if the successor Guarantor had been named as such Guarantor in this Agreement, and thereafter, such original Guarantor will be relieved of all obligations and covenants under this Agreement.

(f) Finco will not, directly or indirectly: (1) amalgamate, consolidate or merge with or into another Person (whether or not Finco is the Person formed by or surviving any such amalgamation, consolidation or merger); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in each case, in one transaction or a series of related transactions, including by way of liquidation or dissolution, to another Person, unless:

(1) (a) concurrently therewith, a corporate wholly-owned subsidiary that is a Restricted Subsidiary of the Borrower organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (which may be the continuing Person as a result of such transaction) expressly assumes all the obligations of Finco under the Loans and the Loan Documents, pursuant to an amendment or supplement thereto or other documents and instruments, as applicable, in form and substance reasonably satisfactory to the Administrative Agent or (b) after giving effect thereto, at least one Borrower of the Loans shall be a corporation organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof;

123

(2) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(3) Finco or such successor Person (if other than Finco) delivers to the Administrative Agent an Officer's Certificate and an opinion of counsel, in each case, stating that such amalgamation, consolidation, merger or transfer and such supplemental indenture, documents and instruments comply with this Section 7.14.

(g) Upon any amalgamation, consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of Finco or other assumption of the obligations of Finco in accordance with the paragraphs above in which such successor Person becomes the successor Finco, the successor Finco shall succeed to, and be substituted for, and may exercise every right and power of, Finco under this Agreement with the same effect as if the successor Finco had been named as Finco in this Agreement, and thereafter, such original Finco will be relieved of all obligations and covenants under this Agreement.

(h) For purposes of the foregoing, entry into one or more Collateral Vessel Contracts or other charters, pool agreements or drilling contracts with respect to any Vessels will be deemed not to be a sale, assignment, transfer, conveyance or other disposition subject to this Section 7.14.

7.15 Limitations on Restricted Payments .

(I) Prior to the consummation of a Qualified DOV MLP IPO, ParentUDW shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly:

(A) declare or pay any dividend or make any other payment or distribution on account of Equity Interests of ParentUDW or any Restricted Subsidiary (including, without limitation, any payment in connection with any merger, consolidation or amalgamation involving ParentUDW or any of the Restricted Subsidiaries) or to the direct or indirect holders of ParentUDW's or any of the Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of ParentUDW and other than dividends or distributions payable to ParentUDW or any Restricted Subsidiary);

(B) purchase, repurchase, redeem, retire or otherwise acquire for value (including, without limitation, in connection with any merger, consolidation or amalgamation involving) any Equity Interests of ParentUDW or any direct or indirect parent of ParentUDW held by any Person (other than Equity Interests held by ParentUDW or any Restricted Subsidiary) or any Equity Interests of any Restricted Subsidiary held by an affiliate of ParentUDW (other than Equity Interests held by ParentUDW or any Restricted Subsidiary) (in each case other than in exchange for Equity Interests of ParentUDW that is not Disqualified Stock);

(C) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Borrower or any Guarantor that is contractually subordinated to the Loans or to any Loan Guarantee (excluding any intercompany Indebtedness between or among ParentUDW and any of the Restricted Subsidiaries), except the purchase, repurchase, redemption, defeasance or other acquisition of such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year after the date of purchase, repurchase, redemption, defeasance or acquisition, and the payment of principal of such Indebtedness at the Stated Maturity thereof; or

124

(D) make any Restricted Investment (together with all such payments and other actions set forth in clauses (A) through (C) above, collectively, " Restricted Payments "), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) ParentUDW could Incur, at the time of such Restricted Payment and after giving pro forma effect thereto, at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 7.16(a); and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by ParentUDW and the Restricted Subsidiaries since the Reference Date (excluding Restricted Payments permitted by clauses (2) through (5) and (7) through (14) of Section 7.15(III)), is less than the sum, without duplication, of:

(a) 50% of ParentUDW's Consolidated Net Income on a consolidated basis for the period (taken as one accounting period) from the first day of the fiscal quarter during which the Reference Date occurred and ending on the last day of ParentUDW's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(b) 100% of the aggregate net cash proceeds or the Fair Market Value of assets other than cash, in each case received by ParentUDW or any Restricted Subsidiary from any Person other than ParentUDW or any of its Subsidiaries since the Reference Date as a contribution to its common equity capital or from the issue or sale of ParentUDW's Equity Interests (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of ParentUDW, in each case that have been converted into or exchanged for Equity Interests (other than Disqualified Stock) of ParentUDW (other than Equity Interests, Disqualified Stock or debt securities sold to a Restricted Subsidiary of ParentUDW); plus

125

(c) to the extent that any Restricted Investment that was made after the Reference Date is sold or disposed of for cash or Cash Equivalents or otherwise cancelled, liquidated or repaid for cash or Cash Equivalents, the lesser of (i) the return of capital received in cash or Cash Equivalents with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(d) to the extent that any Unrestricted Subsidiary designated as such after the Reference Date is redesignated as a Restricted Subsidiary after the Reference Date, the lesser of (i) the Fair Market Value of the Restricted Investment made by ParentUDW or any of the Restricted Subsidiaries in such Subsidiary as of the date of such redesignation and (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Reference Date; plus

(e) $50,000,000.

(II) Upon the consummation of a Qualified DOV MLP IPO (the date of such consummation, the " Qualified DOV MLP IPO Date " ), the Borrower and its Restricted Subsidiaries shall no longer be subject to Section 7.15(I) and instead the Borrower and its Restricted Subsidiaries shall be subject to this Section 7.15(II). The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment (which, following the Qualified DOV MLP IPO Date, shall be defined as set forth in Section 7.15(I), but substituting the "Borrower" for each reference therein to "ParentUDW") unless, at the time of and after giving effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and either:

(A) if the Borrower's Consolidated Interest Coverage Ratio for the most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is not less than 2.0 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrower and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2) through (5) and (7) through (14) of Section 7.15(III)) with respect to the quarter for which such Restricted Payment is made is less than the sum, without duplication, of:

(i) Available Cash with respect to the Borrower's most recently ended fiscal quarter for which internal financial statements are available; plus

(ii) 100% of the aggregate net cash proceeds or the Fair Market Value of assets other than cash, in each case, received by the Borrower or any Restricted Subsidiary from any Person other than the Borrower or any of its Subsidiaries since the Qualified DOV

126

MLP IPO Date as a contribution to its common equity capital or from the issue or sale of the Borrower's Equity Interests (other than Disqualified Stock and other than cash contributed to, or purchases of Equity Interests of, the Borrower out of proceeds from the sale of Equity Interests to the DOV MLP in connection with a Qualified DOV MLP IPO) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Borrower, in each case that have been converted into or exchanged for Equity Interests (other than Disqualified Stock) of the Borrower (other than Equity Interests, Disqualified Stock or debt securities sold to a Restricted Subsidiary of the Borrower); plus

(iii) to the extent that any Restricted Investment that was made by the Borrower or any of its Restricted Subsidiaries after the Reference Date is sold or disposed of for cash or Cash Equivalents or otherwise cancelled, liquidated or repaid for cash or Cash Equivalents, in each case after the Qualified DOV MLP IPO Date, the lesser of (a) the return of capital received in cash or Cash Equivalents with respect to such Restricted Investment (less the cost of disposition, if any) and (b) the initial amount of such Restricted Investment; plus

(iv) to the extent that any Unrestricted Subsidiary designated as such after the Reference Date is redesignated as a Restricted Subsidiary after the Qualified DOV MLP IPO Date, the lesser of (a) the Fair Market Value of any Restricted Investment made by the Borrower or any of its Restricted Subsidiaries in such Subsidiary as of the date of such redesignation and (b) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Qualified DOV MLP IPO Date, to the extent such amounts have not been included in Available Cash for any period commencing on or after the Qualified DOV MLP IPO Date (items (ii), (iii) and (iv) being referred to as " Incremental Funds " ); minus

(v) the aggregate amount of Incremental Funds previously expended pursuant to this clause (A) or clause (B) below; or

(B) if the Borrower's Consolidated Interest Coverage Ratio for the most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is less than 2.0 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrower and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2) through (5) and (7) through (14) of Section 7.15(III)) with respect to the quarter for which such Restricted Payment is made is less than the sum, without duplication, of:

127

(i) $50,000,000 less the aggregate amount of all Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to this clause (B)(i) since the Qualified DOV MLP IPO Date; plus

(ii) Incremental Funds to the extent not previously expended pursuant to this clause (B) or clause (A) above.

(III) The preceding paragraphs (I) and (II) will not prohibit (provided that, for the avoidance of doubt, following the Qualified DOV MLP IPO Date, all references in this Section 7.15(III) to the "Parent" shall be deemed to be references to the "Borrower"):

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within sixty (60) days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of this Agreement;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Parent) of, Equity Interests of the Parent (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Parent; provided that the amount of any such net cash proceeds that is utilized for any such Restricted Payment will be excluded from (a) Section 7.15(I)(3)(b) and (b) the calculation of Available Cash and Incremental Funds in Section 7.15(II);

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Parent or any Restricted Subsidiary that is contractually subordinated to the Loan Document Obligations with the net cash proceeds from a substantially concurrent Incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent to the holders of minority interests in its Equity Interests on a pro rata basis or on a basis more favorable to the Parent or its Restricted Subsidiaries;

(5) so long as no Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Parent or Disqualified Stock or Preferred Stock of any Restricted Subsidiary issued after the Reference Date in accordance with the then-applicable Consolidated Interest Coverage Ratio test set forth in Section 7.16(a);

(6) prior to the consummation of a Qualified DOV MLP IPO, so long as the aggregate principal amount of the Consolidated Total Indebtedness of ParentUDW and the Restricted Subsidiaries does not exceed 75% of the sum of the Completed Drilling Equipment Value and the Contracted Drilling Equipment Value at

128

such time and no Default or Event of Default has occurred or is continuing, the making of any Restricted Payment in an aggregate amount, together with all other Restricted Payments made under this clause (6), not exceeding the aggregate amount of Excess Non-Collateral Vessel Proceeds;

(8) so long as no Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent or any Restricted Subsidiary (or, following the consummation of a Qualified DOV MLP IPO, of any direct or indirect parent company of the Borrower) held by any current or former officer, director or employee of the Parent or any Restricted Subsidiary pursuant to any equity subscription agreement, employee stock ownership plan or similar trust, shareholders' agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5,000,000 in any calendar year (with any portion of such $5,000,000 amount that is unused in any calendar year to be carried forward to successive calendar years and added to such amount);

(9) the purchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the exercise or conversion of stock options, warrants, rights to acquire Equity Interests or other convertible securities, to the extent such Equity Interests represent a portion of the exercise or conversion price thereof or the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Parent or any Restricted Subsidiary (or, following the consummation of a Qualified DOV MLP IPO, of any direct or indirect parent company of the Borrower) held by any current or former officers, directors or employees of the Parent or any Restricted Subsidiary in connection with the exercise or vesting of any equity compensation (including, without limitation, stock options, restricted stock and phantom stock) in order to satisfy any tax withholding obligation with respect to such exercise or vesting;

(10) any purchase, redemption, defeasance or other acquisition or retirement of any Indebtedness subordinated to the Loan Document Obligations from proceeds of an Asset Sale or in the event of a Change of Control, in each case only if prior to or simultaneously with such purchase, redemption, defeasance or other acquisition or retirement, the Parent or any Restricted Subsidiary has made an Asset Sale Offer or Change of Control Offer, as applicable, as provided in this Agreement and has completed the repurchase or repayment of all Loans in connection with such Asset Sale Offer or Change of Control Offer in accordance with the requirements of this Agreement;

(11) any Restricted Payment (other than a Restricted Payment made in cash or Cash Equivalents) deemed to be made in connection with or as a result of completing the (a) a DOV MLP Formation Transaction or (b) prior to the consummation

129

of a Qualified DOV MLP IPO, a Non-DOV MLP Formation Transaction that is consummated in compliance with Section 7.22 or that otherwise constitutes a Non-DOV Qualified Asset Transfer;

(12) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Restricted Payments so long as, after giving effect thereto, including the use of proceeds therefrom, the Consolidated Total Leverage Ratio of the Parent shall not exceed 3.0 to 1.0;

(13) prior to the consummation of a Qualified DOV MLP IPO, so long as no Event of Default has occurred and is continuing, any other Restricted Payment in an aggregate amount, together with all other Restricted Payments made under this clause (13), that does not exceed the greater of (x) $150,000,000 and (y) 5.0% of Net Tangible Assets at such time; and

(14) prior to the consummation of a Qualified DOV MLP IPO, the payment of any dividend or distribution by a Restricted Subsidiary (other than the Borrower or any Subsidiary of the Borrower) to a Non-DOV MLP or Non-DOV MLP Entity in respect of Equity Interests of such Restricted Subsidiary that are held by such Non-DOV MLP or Non-DOV MLP Entity.

(IV) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 7.15 will be determined by the Board of Directors of the Parent whose resolution with respect thereto will be delivered to the Administrative Agent. For purposes of determining compliance with this Section 7.15, in the event that a Restricted Payment meets the criteria of more than one of the applicable categories of Restricted Payments in Sections 7.15(I) and 7.15(II) or the clauses (1) through (14) of Section 7.15(III) or as a Permitted Investment, the Parent will be permitted to divide or classify (or later divide, classify or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner that complies with this Section 7.15.

7.16 Limitations on Indebtedness and Issuance of Preferred Stock .

(a) The Parent shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, " Incur, " " Incurrence, " " Incurred " and " Incurring " shall have meanings correlative to the foregoing), any Indebtedness (including Acquired Debt) or issue any Disqualified Stock, and the Parent will not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided , however, that the Parent or any Restricted Subsidiary may Incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Restricted Subsidiary may issue Preferred Stock, if, immediately after giving pro forma effect to the Incurrence of such Indebtedness or the issuance of such Disqualified Stock or Preferred Stock and the receipt and application of the net proceeds thereof, the Consolidated Interest Coverage Ratio of the Parent for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0 to 1.0.

130

(b) Section 7.16(a) will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, " Permitted Debt " ):

(1) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness under one or more Credit Facilities Incurred (a) in connection with the financing of the business and operations of the Parent and its Restricted Subsidiaries, including all or any part of the purchase price, lease expense, charter expense, rental payments or cost of design, construction, installation or improvement of Drilling Equipment used in the Permitted Business, whether through the charter of, leasing of or the direct purchase of, or of the Capital Stock of any Person owning, such Drilling Equipment (including any Indebtedness deemed to be Incurred in connection with such purchase) (it being understood that any such Indebtedness may be Incurred after the acquisition, purchase, charter or leasing or the construction, installation or the making of any improvement with respect to any such Drilling Equipment) or (b) to refinance Indebtedness in respect of Indebtedness otherwise Incurred pursuant to this clause (1); provided that, after giving pro forma effect to the Incurrence of such Indebtedness and the application of the proceeds thereof (including any related purchase of Drilling Equipment), the aggregate principal amount of the Consolidated Total Indebtedness of the Parent and its Restricted Subsidiaries shall not exceed the greater of (x) $550,000,000 multiplied by the number of Vessels that are either Qualified Vessels or Contracted Vessels and (y) the sum of (i) 75% of the Completed Drilling Equipment Value at such time and (ii) 75% of the Contracted Drilling Equipment Value at such time;

(2) the Incurrence by (a) the Borrowers and any Guarantor of Indebtedness represented by the Loans and the related Loan Guarantees (including any Revolving Loans pursuant to an Incremental Revolving Credit Amendment not exceeding $50,000,000 and any Other Term Loans pursuant to an Incremental Term Loan Amendment not exceeding $150,000,000) and (b) the Parent or any Restricted Subsidiary of Existing Indebtedness;

(3) the Incurrence by the Parent or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, any Indebtedness (other than intercompany Indebtedness) that was permitted to be Incurred under Section 7.16(a) or clause (2), this clause (3) or clause (10) of Section 7.16(b);

(4) the Incurrence by the Parent or any Restricted Subsidiary of intercompany Indebtedness between or among the Parent and the Restricted Subsidiaries; provided, however, that:

(a) if the Borrower or any Borrower Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Borrower, Finco or any Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Loan

131

Document Obligations then due with respect to the Loans or the relevant Loan Guarantee, as applicable; and

(b) upon any (i) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent or a Restricted Subsidiary, or (ii) sale or other transfer of any such Indebtedness to a Person that is not the Parent or a Restricted Subsidiary, the exception provided by this clause (4) shall no longer be applicable to such Indebtedness and such Indebtedness will be deemed to have been Incurred at the time of any such issuance or transfer;

(5) the Incurrence by the Parent or any Restricted Subsidiary of Hedging Obligations in the ordinary course of business and not for speculative purposes (including the Hedging Obligations described in Section 5.01(q));

(6) the guarantee by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or a Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 7.16; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Loans or a Loan Guarantee, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(7) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness in respect of workers' compensation claims, self-insurance obligations, bankers' acceptances, and performance and surety bonds or other Indebtedness of a like nature, in each case in the ordinary course of business;

(8) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(9) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Parent or any Restricted Subsidiary pursuant to such agreements, in each case, Incurred in connection with the acquisition or disposition of any business, assets or the Capital Stock of a Subsidiary, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or the Capital Stock of a Subsidiary for the purpose of financing such acquisition; provided , however, that, in the case of a disposition, the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds (including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value)) actually received by the Parent and the Restricted Subsidiaries in connection with such disposition;

132

(10) Indebtedness of any Person Incurred and outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Parent or any Restricted Subsidiary (other than Indebtedness Incurred (a) to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent or a Restricted Subsidiary or (b) otherwise in connection with or contemplation of such acquisition); provided, however, with respect to this clause (10), that at the time of such acquisition or other transaction pursuant to which such Indebtedness is deemed to be Incurred, (x) the Parent could Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 7.16(a), after giving pro forma effect to such acquisition or other transaction or (y) the Consolidated Interest Coverage Ratio would not be less than it was immediately prior to giving effect to such acquisition or other transaction;

(11) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness through the provision of bonds, guarantees, letters of credit or similar instruments required by the United States Federal Maritime Commission or any other governmental or regulatory agencies, foreign or domestic, including, without limitation, customs authorities; in each case, for Vessels owned, operated or chartered by, or in the ordinary course of business of, the Parent or any of its Restricted Subsidiaries;

(12) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness in the form of customer deposits and advance payments received in the ordinary course of business from customers for services purchased in the ordinary course of business; and

(13) the Incurrence by the Parent or any Restricted Subsidiary of Indebtedness not otherwise permitted pursuant to clauses (1) through (12) above that, together with any other Indebtedness Incurred pursuant to this clause (13) and then outstanding, has an aggregate principal amount (or accreted value, as applicable) not to exceed the greater of (x) $100,000,000 and (y) 3.50% of Net Tangible Assets at such time.

(c) For purposes of determining compliance with this Section 7.16, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) of Section 7.16(b), or is entitled to be Incurred pursuant to Section 7.16(a), the Parent or the applicable Restricted Subsidiary will be permitted to classify such item of Indebtedness (or any portion thereof) on the date of its Incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 7.16. The accrual of interest or Preferred Stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the obligation to pay commitment fees, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Preferred Stock or Disqualified Stock in the form of additional shares of the same class of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness or an issuance of Preferred Stock or Disqualified Stock for purposes of this Section 7.16. Further, the reclassification of any lease or other liability of the Parent, the Borrowers or any Restricted Subsidiary as Indebtedness due to a change of accounting principles after the Effective Date will not be deemed an incurrence of Indebtedness for purposes of this Section 7.16.

133

(d) For purposes of determining compliance with this Section 7.16, the amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a)

the Fair Market Value of such assets at the date of determination; and

(b)

the amount of the Indebtedness of the other Person.

(e) For purposes of determining compliance with any dollar-denominated restriction on the Incurrence of Indebtedness, the Dollar Equivalent of the principal amount of Indebtedness denominated in another currency will be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of Indebtedness Incurred under a revolving credit facility; provided that (1) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than dollars, and such refinancing would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced and (2) the Dollar Equivalent of the principal amount of any such Indebtedness outstanding on the Effective Date will be calculated based on the relevant currency exchange rate in effect on the Effective Date.

(f) Notwithstanding any other provision of this Section 7.16, the maximum amount of Indebtedness that the Parent or the applicable Restricted Subsidiary may Incur pursuant to this Section 7.16 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

7.17 Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries .

(a) The Parent shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or permit to become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiaries to:

134

(1) pay dividends or make any other distributions on its Capital Stock to the Parent or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Parent or any of the Restricted Subsidiaries;

(2) make loans or advances to the Parent or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Parent or any of the Restricted Subsidiaries.

(b) However, Section 7.17(a) will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Indebtedness as in effect on the Effective Date;

(2) restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by this Agreement;

(3) the Loan Documents, the Collateral Agreements and the other Pari Passu Documents;

(4) applicable law, rule, regulation or order;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be Incurred;

(6) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;

(9) Liens permitted to be Incurred under Section 7.13 that limit the right of the debtor to dispose of the assets subject to such Liens;

135

(12) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (3), (5) and (7) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(13) any encumbrance or restriction contained in the terms of any Indebtedness that is permitted to be Incurred subsequent to the Effective Date pursuant to Section 7.16 or any agreement pursuant to which such Indebtedness was issued; provided that, at the time such Indebtedness is Incurred, either (1) such encumbrance or restriction is customary for financings of the same type, and such restrictions would not reasonably be expected to materially impair the Borrowers' ability to make scheduled payments of interest and principal on the Loans when due or, prior to the consummation of a Qualified DOV MLP IPO, ParentUDW's ability to make payment under its Loan Guarantee, as determined in good faith by a Financial Officer or (2) restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Loan Documents or the agreements governing Existing Indebtedness as in effect on the Effective Date, as determined in good faith by a Financial Officer; and

(14) encumbrances or restrictions of the nature described in Section 7.17(a)(3) with respect to property under a charter, lease or other agreement that has been entered into in the ordinary course for the employment, charter or other hire of such property.

7.18 Consolidated Net Leverage Ratio. The Borrower will not permit its Consolidated Net Leverage Ratio as of the last day of any period of four consecutive fiscal quarters ending with any fiscal quarter set forth below to exceed the ratio set forth opposite such fiscal quarter:

	Fiscal Quarter Ending		Consolidated Net Leverage Ratio
	September 30, 2014		5.50 to 1.00
	December 31, 2014		5.50 to 1.00
	March 31, 2015		5.50 to 1.00
	June 30, 2015		5.50 to 1.00
	September 30, 2015		5.50 to 1.00

136

	Fiscal Quarter Ending		Consolidated Net Leverage Ratio
	December 31, 2015		5.50 to 1.00
	March 31, 2016 and thereafter		5.00 to 1.00

7.19 Designation of Restricted and Unrestricted Subsidiaries .

(I) The Board of Directors of the Parent may designate any Restricted Subsidiary (other than the Borrowers and any Subsidiary that holds an interest in any Collateral Vessel or any Related Assets with respect to any Collateral Vessel or is party to any Collateral Vessel Contract) to be an Unrestricted Subsidiary if:

(a) The Parent could make the Restricted Payment (including as a Permitted Investment) which is deemed to occur upon such designation by Section 7.15 equal to the Fair Market Value of all outstanding Investments owned by the Parent and the Restricted Subsidiaries in such Subsidiary at the time of such designation;

(b) such Restricted Subsidiary meets the definition of an "Unrestricted Subsidiary";

(c) the designation would not constitute or cause (with or without the passage of time) a Default or Event of Default or no Default and Event of Default would be in existence following such designation; and

(d) the Borrower delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer's Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 7.15.

(II) If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent and the Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 7.15 or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower.

(III) If, at any time, any Unrestricted Subsidiary designated as such would fail to meet the preceding requirements as an Unrestricted Subsidiary or any other Unrestricted Subsidiary would fail to meet the definition of an "Unrestricted Subsidiary", then such Subsidiary shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary as of such date.

(IV) The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary if:

(a) the Parent and the Restricted Subsidiaries could Incur the Indebtedness which is deemed to be Incurred upon such designation under Section 7.16, equal to the total Indebtedness of such Subsidiary calculated on a pro forma basis as if such designation had occurred on the first day of the four-quarter reference period;

137

(b) the designation would not constitute or cause a Default or Event of Default; and

(c) the Borrower delivers to the Administrative Agent a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer's Certificate certifying that such designation complied with the preceding conditions, including the Incurrence of Indebtedness under Section 7.16.

7.20 Business Activities .

The Parent shall not, and shall not permit any of the Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Parent and the Restricted Subsidiaries taken as a whole.

7.21 Rights to Earnings from Collateral Vessels and Ownership of Collateral Vessels .

Prior to the consummation of a Qualified DOV MLP IPO, ParentUDW shall not, and shall not permit any of its Subsidiaries (other than the Borrower or any Borrower Subsidiary Guarantor), and following the consummation of a Qualified DOV MLP IPO, the Borrower shall not permit any of its Subsidiaries (other than a Borrower Subsidiary Guarantor) to, be or become party to any Collateral Vessel Contract (including as a charterer of any Collateral Vessel) or otherwise hold the right to directly receive any Earnings attributable to any Collateral Vessel or any other Related Assets with respect to any Collateral Vessel; provided, that a Local Content Subsidiary may be a party to a Collateral Vessel Contract in respect of a Collateral Vessel or otherwise hold the right to receive Earnings attributable to a Collateral Vessel or any Related Assets with respect to any Collateral Vessel (other than any Capital Stock of any Restricted Subsidiary that owns a Collateral Vessel) to the extent required by any law, regulation or requirement of any applicable jurisdiction, so long as such Local Content Subsidiary does not (a) receive more than 40% of the Earnings or Related Assets (other than any Capital Stock of any Restricted Subsidiary that owns a Collateral Vessel) with respect to such Collateral Vessel and (b) Incur Indebtedness that exceeds $30,000,000 in the aggregate at any one time outstanding; provided further that each Local Content Subsidiary (other than the Angolan and Brazilian Local Content Subsidiaries) shall be a direct or indirect Subsidiary of the Borrower (other than as may be required pursuant to local laws, regulations and requirements). The Borrower shall, or shall cause one or more of the Borrower Subsidiary Guarantors to, at all times maintain the Earnings Accounts, and each Earnings Account shall at all times be in the name of the Borrower or a Borrower Subsidiary Guarantor and be subject to an account control agreement (or other comparable arrangements under U.K. law or other laws acceptable to the Pari Passu Collateral Agent).

Prior to the consummation of a Qualified DOV MLP IPO, ParentUDW shall not directly own, and shall not permit any Restricted Subsidiary that is not the Borrower or a Borrower Subsidiary Guarantor to directly own, a Collateral Vessel. Following the

138

consummation of a Qualified DOV MLP IPO, the Borrower will not permit any Restricted Subsidiary that is not a Borrower Subsidiary Guarantor to directly own a Collateral Vessel.

7.22 Limitation on Asset Sales .

(I) The Parent shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale (other than an Involuntary Transfer) unless:

(1) the Parent or the Restricted Subsidiary, as the case may be, receives consideration at the time of consummation of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% (or in the case of a Non-DOV MLP Asset Transfer that is not a Non-DOV Qualified MLP Asset Transfer, at least 50%) of the consideration received in such Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided, however, to the extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements within 20 Business Days, in accordance with the requirements set forth in this Agreement;

(II) For purposes of this provision, each of the following will be deemed to be cash:

(a) any Indebtedness or other liabilities, as shown on the Parent's most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Loan Document Obligations) that are assumed, repaid or retired by the transferee of any such assets so long as the Parent or such Restricted Subsidiary is released from further liability;

(b) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are, subject to ordinary settlement periods, converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within one year following the closing of such Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion; and

(III) Within 365 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer), the Parent or the applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds at its option to any combination of the following:

(1) to purchase, repay or prepay Pari Passu Obligations or other secured Indebtedness of the Borrower or any Borrower Subsidiary Guarantor or, in the case of an Asset Sale other than of Collateral, any Indebtedness (other than Indebtedness

139

that is subordinated in right of payment to the Loan Document Obligations, whether or not secured (including, without limitation, prepayments of Term Loans)) of the Parent or any Restricted Subsidiary (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto);

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, any Person primarily engaged in a Permitted Business, if, in the case of any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary after giving effect to such acquisition;

(3) to make a capital expenditure for the Parent or any of its Restricted Subsidiaries; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business (including, without limitation, Vessels, related assets and any related Ready for Sea Costs) for the Parent or any of the Restricted Subsidiaries or make any deposit, installment or progress payment in respect of such assets or payment of any related Ready for Sea Costs;

provided that (x) a binding commitment made within the 365-day period described above by the Borrowers or the applicable Restricted Subsidiary to apply Net Proceeds from an Asset Sale in accordance with clauses (2) through (4) above shall toll the 365-day period in respect of such Net Proceeds for a period not to exceed 180 days from the expiration of the aforementioned 365-day period, provided that such Net Proceeds are actually used within the later of 365 days from their receipt from such Asset Sale or 180 days from the date of such binding commitment; provided further that

(B) a binding commitment to apply Net Proceeds from an Asset Sale to the construction of an Additional Drilling Unit shall instead toll the 365-day period in respect of such Net Proceeds until the later of 365 days from the expiration of the aforementioned 365-day period and the date on which Parent or the applicable Restricted Subsidiary is required to complete its payment obligations under the applicable construction contract so long as such Net Proceeds are actually used by the latest of such final contracted payment date (giving effect to modifications, extensions and amendments to the related construction contract or delivery and payment schedule), 365 days from their receipt from such Asset Sale or 365 days from the date of such binding commitment;

(y) if the assets sold or transferred in such Asset Sale constituted Collateral, the Parent shall pledge or cause the applicable Restricted Subsidiary to pledge any assets (including

140

without limitation any acquired Capital Stock) acquired with the Net Proceeds of such Asset Sale pursuant to clauses (2) and (4) above to secure the Secured Obligations and other Pari Passu Obligations on a first-priority basis (subject to the payment priority in favor of the Revolving Lenders as set forth in Section 8.02 and subject to Permitted Collateral Liens) pursuant to the Collateral Agreements and

(z) prior to the consummation of a Qualified DOV MLP IPO, if the assets sold or transferred in such Asset Sale include a Vessel that does not constitute Collateral, then ParentUDW or the applicable Restricted Subsidiary, as the case may be, may with respect to the Net Proceeds of up to two Vessels elect to, in lieu of the application or investment provided in clauses (1) through (4) above, apply such Net Proceeds within 30 days following the receipt of proceeds from such Asset Sale to (i) repay all Indebtedness secured by such assets and (ii) purchase, repay or prepay any other Indebtedness of ParentUDW or any of the Restricted Subsidiaries so that the aggregate principal amount of the Consolidated Total Indebtedness of ParentUDW and its Restricted Subsidiaries does not exceed 75% of the sum of the Completed Drilling Equipment Value and the Contracted Drilling Equipment Value at such time (an Asset Sale of a Vessel whose Net Proceeds are applied pursuant to this clause (z), a " Non-Collateral Vessel Sale " ). Notwithstanding the foregoing, and subject to Section 7.22(IX), upon the consummation of a Qualified DOV MLP IPO, any Net Proceeds from an Asset Sale completed prior to such Qualified DOV MLP IPO will cease to be Net Proceeds unless such Asset Sale was completed by, and the related Net Proceeds were retained by, the Borrower or its Restricted Subsidiaries.

(IV) Pending the final application of any Net Proceeds, the Parent or the applicable Restricted Subsidiary may apply the Net Proceeds to temporarily reduce outstanding revolving credit Indebtedness of the Parent or any of the Restricted Subsidiaries, respectively, or otherwise invest the Net Proceeds in (i) cash and Cash Equivalents or (ii) in the case of Net Proceeds from an Asset Sale that was not a sale of Collateral, any manner that is not prohibited by this Agreement.

(V) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 7.22(III) will constitute " Excess Proceeds. " For the avoidance of doubt, the application of Net Proceeds relating to a Vessel that does not constitute Collateral in accordance with clause (z) in Section 7.22(III) will be deemed to have fully satisfied the application of all Net Proceeds from the applicable Asset Sale of such Vessel. Subject to Section 4.10, when the aggregate amount of Excess Proceeds exceeds $50,000,000, the Parent will, or will cause the applicable Restricted Subsidiary to, within 10 Business Days thereof, make an offer (the " Asset Sale Offer " ) to all Term Lenders and holders (other than Revolving Lenders) of unsubordinated Indebtedness of the Parent or any Restricted Subsidiary containing provisions similar to those set forth in this Agreement with respect to offers to repay, purchase or redeem such Indebtedness with the proceeds of sales of assets to repay, purchase or redeem the maximum principal amount of Term Loans and such unsubordinated Indebtedness that may be repaid, purchased or redeemed out of the Excess Proceeds; provided, that to the extent such Excess Proceeds were received in respect of the sale or transfer of assets that constituted Collateral, then the Parent will, or will cause the applicable Restricted Subsidiary to, make such Asset Sale Offer solely to holders (other than Revolving Lenders) of Pari Passu Obligations (and, to the extent such Excess Proceeds were received in respect of the sale or transfer of assets that did not constitute

141

Collateral, but secured such other unsubordinated Indebtedness, such Asset Sale Offer may be made, to the extent required by the terms thereof, first or instead to holders of such other secured unsubordinated Indebtedness to the extent of those Excess Proceeds, in accordance with the terms of such Indebtedness). The offer price in any Asset Sale Offer will be equal to 100% of the outstanding principal amount of the Loans, plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. The aggregate principal amount of Loans repaid pursuant to an Asset Sale Offer shall be applied to the remaining scheduled installments of principal with respect to the applicable Class of Loans on a pro rata basis. If the aggregate principal amount of Indebtedness tendered in or required to be repaid pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the applicable Loans will be purchased on a pro rata basis and, if applicable, the Parent shall select such other Indebtedness for purchase or redemption based on amounts tendered or required to be prepaid. For the purposes of calculating the principal amount of any such Indebtedness not denominated in Dollars, such Indebtedness shall be calculated by converting any such principal amounts into their Dollar Equivalent determined as of the Business Day immediately prior to the date on which the Asset Sale Offer is announced. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such Excess Proceeds shall not constitute Collateral and the Parent and the Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Loan Documents. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(VI) Notwithstanding anything to the contrary contained in this Section 7.22 with respect to any Asset Sale that is an Event of Loss, such Event of Loss and the Event of Loss Proceeds in respect thereof will be governed by Section 4.02(a) and not this Section 7.22.

(VII) In the event that, pursuant to this Section 7.22, the Borrower is required to commence an Asset Sale Offer, each such Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the " Asset Sale Offer Period " ); provided that such Asset Sale Offer Period shall be extended in order to terminate substantially contemporaneously with the comparable time periods provided to holders of other Pari Passu Obligations participating in such Asset Sale Offer, if any. No later than five (5) Business Days after the termination of the Asset Sale Offer Period (the " Asset Sale Offer Settlement Date " ), the Borrower shall apply all Excess Proceeds as set forth above.

(VIII) Upon the commencement of an Asset Sale Offer, the Borrower shall deliver a notice to the Administrative Agent at the Notice Office, which the Administrative Agent shall promptly deliver to each Lender. The notice shall state:

(1) that the Asset Sale Offer is being made pursuant to this Section 7.22 and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the " Asset Sale Offer Termination Date " );

(2) the amount of Excess Proceeds, the offer price (as set forth above) and the Asset Sale Offer Settlement Date;

142

(3) that the Lenders electing to have any Loans purchased pursuant to any Asset Sale Offer shall be required to notify the Borrowers and the Administrative Agent at least one Business Day before the Asset Sale Offer Termination Date; and

(4) that Lenders shall be entitled to withdraw their election if the Administrative Agent, receives, not later than the Business Day prior to the Asset Sale Offer Termination Date, a facsimile transmission or letter setting forth the name of the Lender, a statement that such Lender is withdrawing its election to have its Loans purchased and the principal amount of the Loans with respect to which such Lender is withdrawing its election.

(IX) Notwithstanding anything herein to the contrary, in the event that any Asset Sale Offer, Change of Control Offer or Event of Loss Offer has been commenced but not yet completed prior to the consummation of a Qualified DOV MLP IPO, ParentUDW or the applicable Restricted Subsidiary making such offer shall complete the repayment, repurchase or redemption of all Loans and other Pari Passu Obligations validly tendered for payment in connection with such Asset Sale Offer, Change of Control Offer or Event of Loss Offer prior to the consummation of such Qualified DOV MLP IPO to the extent otherwise required by the terms of such offer.

7.23 Suspension of Covenants .

(a) During any period of time that the Loans have an Investment Grade Rating and no Default or Event of Default has occurred and is continuing (a " Suspension Event " ), then, beginning on that day, the Parent and the Restricted Subsidiaries will not be subject to the covenants set forth in the following Sections of this Agreement (collectively, the " Suspended Covenants " ):

(1) Section 7.12;

(2) Section 7.15;

(3) Section 7.16;

(4) Section 7.17; and

(5) Section 7.22;

provided , however, that if the Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, Moody's or S&P withdraws its ratings or downgrades the ratings assigned to the Loans so that the Loans do not have an Investment Grade Rating, or an Event of Default (other than with respect to the Suspended Covenants) occurs and is continuing, the Suspension Event shall cease to be in effect and the Suspended Covenants will come back into effect, subject to the terms, conditions and obligations set forth in this Agreement.

143

(b) During any period that the foregoing covenants have been suspended, the Board of Directors of the Parent shall not designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to Section 7.19.

(c) Prior to the consummation of a Qualified DOV MLP IPO, upon the occurrence of a Suspension Event, the amount of Excess Non-Collateral Vessel Proceeds shall be reset at zero.

(d) The Suspended Covenants will be reinstituted and apply according to their terms as of and from the first day on which a Suspension Event ceases to be in effect. The Suspended Covenants will not, however, be of any effect with respect to actions properly taken in compliance with the provisions of this Agreement during the continuance of such Suspension Event, and, following reinstatement, the calculations under Section 7.15 shall be made as if such covenant had been in effect since the Effective Date except that no Default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Except to the extent Parent otherwise properly classifies such Indebtedness as having been incurred under a specific clause of Section 7.16, all Indebtedness Incurred during the continuance of the suspension period will be classified as having been incurred pursuant to Section 7.16(b)(2)(c).

7.24 Activities of Finco .

Finco may not hold assets (other than nominal assets), become liable for any obligations or engage in any business activities; provided that it may be a co-borrower or co-issuer with respect to the Loan Document Obligations or any other Indebtedness issued or Incurred by the Borrower and may engage in any activities directly related thereto or in connection therewith. Finco shall be a Restricted Subsidiary that is a wholly-owned Subsidiary of the Borrower at all times.

7.25 [Reserved.]

7.26 Use of Proceeds .

The proceeds of the Term Loans made hereunder shall be either utilized to consummate the 2014 Refinancing or shall be utilized to finance offshore drilling rigs and drillships or for any other purposes permitted under the Parent's Existing Indebtedness, including the DRH Existing Notes Indenture and the Ocean Rig UDW Existing Notes Indenture. The proceeds of any Revolving Loans will be used by the Borrowers from time to time for general corporate purposes of the Borrowers and their Subsidiaries.

SECTION 8. Events of Default and Remedies .

(a) Each of the following specified events shall constitute an " Event of Default ":

(1) default in any payment of interest with respect to Loan Document Obligations any Loan or Note when due and continued for 30 days;

144

(2) default in the payment when due (at maturity, upon redemption or required repurchase, upon declaration of acceleration or otherwise) of the principal of, or premium, if any, on, any Loan or Note or any other amounts owing hereunder or under any other Loan Document;

(3) failure by ParentUDW, the Borrower, Finco or any Guarantor to comply with Section 7.14; or

(4) failure by the Parent or any of the Restricted Subsidiaries for 60 days after notice to the Borrower by the Administrative Agent to comply with any covenant or agreement (other than a default referred to in clauses (1), (2) and (3) above) (provided that, in the case of Section 7.05, such period of continuance to such default or breach shall be 120 days after written notice described in this clause (4) has been given);

(5) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Parent or any of the Restricted Subsidiaries (or the payment of which is guaranteed by the Parent or any of the Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the Effective Date, if that default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a " Payment Default " ); or

(b) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in either case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25,000,000 or more; provided , however, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Loans shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(6) failure by the Parent, any of the Restricted Subsidiaries or any other Guarantor to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25,000,000, which judgments are not paid, discharged or stayed for a period of 60 days after the due date thereof;

(7) breach by the Borrowers or any Guarantor of any material representation or warranty or agreement in the Collateral Agreements, the repudiation by either of the Borrowers or any Guarantor of any of its obligations under the Collateral Agreements or the unenforceability of the Collateral Agreements against either Borrower or any Guarantor for any reason; (i) the Collateral Agreements shall for any reason cease to create a valid and perfected first-priority Lien on any portion of the Collateral having a Fair Market Value in excess of $25,000,000 (in each case, other than in accordance with the terms of this Agreement, the Intercreditor Agreement or the terms of the Collateral Agreements) or (ii) the Parent or any Restricted Subsidiary asserts in writing that any Lien created under the Collateral Agreements is invalid or unenforceable;

145

(8) except as permitted by this Agreement or any Loan Guarantee, any Loan Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person duly acting on behalf of any Guarantor, denies or disaffirms its obligations under its Loan Guarantee;

(9) the Parent or any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, takes any of the following actions, pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents in writing to the entry of an order for relief against it in an involuntary case,

(d) makes a general assignment for the benefit of its creditors, or

(e) admits in writing it generally is not paying its debts as they become due; or

(f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law, which order or decree remains unstayed and in effect for 60 consecutive days, that:

(i)

is for relief against the Parent, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary case;

(ii)

appoints a Custodian (1) of the Parent, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or (2) for all or substantially all of the property of the Parent, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or

(iii)

orders the liquidation of the Parent, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and

146

(10) any representation, warranty or statement made by or on behalf of the Parent or any of its Subsidiaries in any Loan Document or in any report, certificate or financial statement provided pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder shall prove to have been untrue in any material respect on the date made.

(b) In the case of an Event of Default described in clause (9) above, with respect to the Parent, the Borrowers or any Restricted Subsidiary that is a Guarantor, all outstanding Loan Document Obligations will become due and payable, and all Commitments will automatically terminate, immediately without further action or notice. If any other Event of Default occurs and is continuing, the Administrative Agent or the Required Lenders may (and the Administrative Agent will, if directed by the Required Lenders) declare all the Loans to be due and payable immediately (and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers under the Loan Documents shall become due and payable) and may terminate all Commitments (and thereupon the Commitments shall terminate immediately).

8.02 Application of Funds .

(a) After the exercise of remedies (including rights of setoff) provided for in Section 8.01 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Secured Obligations (whether as a result of a payment under a Guarantee Agreement, any realization on the Collateral, any setoff rights, any distribution in connection with any proceedings or other action of any Loan Party in respect of Bankruptcy Laws or otherwise and whether received in cash or otherwise) shall be applied by the Administrative Agent and/or the Pari Passu Collateral Agent in the following order:

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest) payable to the Administrative Agent and the Pari Passu Collateral Agent in their respective capacities as such;

Second, to payment of that portion of any Revolving Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Secured Parties, ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of any Revolving Obligations constituting accrued and unpaid interest on the Revolving Loans (including post-petition interest, whether or not an allowed claim in any Insolvency and Liquidation Proceeding), ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Third payable to them;

147

Fourth, to payment of that portion of any Revolving Obligations constituting unpaid principal of the Revolving Loans, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Revolving Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other applicable Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Revolving Obligations owing to the Administrative Agent and the other applicable Secured Parties on such date;

Sixth, to payment of that portion of the Secured Obligations (other than Revolving Obligations) constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Secured Parties, ratably among them in proportion to the amounts described in this clause Sixth payable to them;

Seventh, to payment of that portion of the Secured Obligations (other than Revolving Obligations) constituting accrued and unpaid interest on the Term Loans, the Secured Hedging Obligations and the Secured Cash Management Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Seventh payable to them;

Eighth, to payment of that portion of the Secured Obligations (other than Revolving Obligations) constituting unpaid principal of, or the termination or close-out amount of, the Term Loans, the Secured Hedging Obligations and the Secured Cash Management Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Eighth held by them;

Ninth, to the payment of all other Secured Obligations (other than Revolving Obligations) of the Loan Parties that are due and payable to the Administrative Agent and the other applicable Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations (other than Revolving Obligations) owing to the Administrative Agent and the other applicable Secured Parties on such date; and

Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by applicable law.

(b) The parties to each Loan Document (including each Loan Party) irrevocably agree that (i) this Agreement (including the provisions of this Section 8.02) constitutes a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law, and that the terms hereof will survive, and will continue in full force and effect and be binding upon each of the parties hereto, in any Insolvency or Liquidation Proceeding and (ii) to the maximum extent permitted by law, the Revolving Obligations (and the security therefor) constitute a separate and distinct class and separate and distinct claims from the other Secured Obligations (and the security therefor). If any Secured Party collects or receives any

148

amounts on account of the Secured Obligations to which it is not entitled under Section 8.02(a) or otherwise by the terms hereof, such Secured Party shall hold the same in trust for the applicable Secured Parties entitled thereto and shall forthwith deliver the same to the Pari Passu Collateral Agent, for the account of such Secured Parties, to be applied in accordance with Section 8.02(a), in each case until the prior payment in full in cash of the applicable Secured Obligations of such Secured Parties.

8.03 Replacement of Revolving Lenders under Certain Circumstances .

(a) Any of the Term Lenders (each an " Eligible Purchaser ") shall have the right to purchase by way of assignment, at any time during the exercise period described in Section 8.03(c) below, all, but not less than all, of the outstanding Revolving Loans and Revolving Commitments of the Revolving Lenders including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of such Secured Obligations outstanding at the time of purchase. Upon receipt of a notice in accordance with Section 8.03(b) from an Eligible Purchaser, the Administrative Agent will promptly notify each other Term Lender of the contents of such notice. Each such Term Lender may elect to participate in such purchase of the outstanding loans and commitments of the Revolving Lenders by providing written notice to the Administrative Agent no later than 5:00 p.m. (New York time) three (3) Business Days after the date of such Lender's receipt of notice from the Administrative Agent regarding such purchase. Unless otherwise agreed to by the Eligible Purchasers, the obligations to be purchased shall be allocated among the participating Eligible Purchasers ratably on the basis of the relative amount of the sum of each participating Eligible Purchaser's outstanding Term Loans. Any purchase pursuant to this Section 8.03(a) shall be made as follows:

(i) for a purchase price equal to the sum of (A) in the case of all credit extensions that constitute outstanding Revolving Loans and Revolving Commitments of the Revolving Lenders, as applicable, 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase;

(ii) with the purchase price described in preceding clause (a)(i) payable in cash on the date of purchase;

(iii) with all amounts payable in respect of the assignments described above to be distributed to them by the Administrative Agent ratably among the Revolving Lenders in proportion to the respective amounts described in Section 8.03(a)(i) held by them; and

(iv) with such purchase to be made pursuant to an Assignment and Assumption Agreement; it being understood and agreed that each Revolving Lender shall retain all rights to indemnification as provided in the relevant Loan Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 8.03.

149

(b) The right to exercise the purchase option described in Section 8.03(a) above shall be exercisable and legally enforceable upon at least ten (10) Business Days' prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Purchaser or Eligible Purchasers) given to the Administrative Agent by an Eligible Purchaser. Neither the Administrative Agent nor any Revolving Lender shall have any disclosure obligation to any Eligible Purchaser in connection with any exercise of such purchase option.

(c) The right to purchase the outstanding Revolving Loans and Revolving Commitments of the Revolving Lenders, as applicable, as described in this Section 8.03 may be exercised (by giving the irrevocable written notice described in preceding clause (b)) during each of the periods that (1) begins on the date first to occur of (x) the exercise of remedies provided for in Section 8.01 (or upon the Loans automatically becoming immediately due and payable), (y) the occurrence of the final maturity of the Revolving Loans under this Agreement or (z) the occurrence of an Event of Default pursuant to clause (9) of Section 8.01(a) and (2) ends on the 60th day after the start of the applicable period described above.

(d) The obligations of the Revolving Lenders to sell their respective Revolving Loans and Revolving Commitments under this Section 8.03 are several and not joint and several. To the extent any Revolving Lender (a " Defaulting Creditor ") breaches its obligation to sell its Revolving Loans and Revolving Commitments under this Section 8.03, nothing in this Section 8.03 shall be deemed to require the Administrative Agent or any other Revolving Lender to purchase such Defaulting Creditor's Revolving Loans and Revolving Commitments for resale to the participating Eligible Purchasers and in all cases, the Administrative Agent, each Revolving Lender complying with the terms of this Section 8.03 shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor.

(e) Each Loan Party irrevocably consents to any assignment effected to one or more Eligible Purchasers pursuant to this Section 8.03 for purposes of all Loan Documents and hereby agrees that no further consent from such Loan Party shall be required.

SECTION 9. The Administrative Agent.

9.01 Appointment . The Lenders in their capacities as Lenders and the counterparties (other than the Parent or any Subsidiary of the Parent) to any agreement the obligations under which constitute Secured Cash Management Obligations or Secured Hedging Obligations in their capacities as such (the " Secured Counterparties ") hereby irrevocably designate and appoint Deutsche Bank AG New York Branch as Administrative Agent and Pari Passu Collateral Agent to act as specified herein and in the other Loan Documents (including executing and delivering such Loan Documents on the Lenders' behalf). Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent and the Pari Passu Collateral Agent to take such action on its behalf under the provisions of this Agreement, the other Loan

150

Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent or the Pari Passu Collateral Agent, as the case may be, by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Administrative Agent and the Pari Passu Collateral Agent may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. For purpose of this Article 9, the term "Administrative Agent" shall be deemed to also refer to the Pari Passu Collateral Agent.

9.02 Nature of Duties .

(a) The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it or them hereunder or under any other Loan Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non–appealable decision). The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note, and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

(b) It is understood and agreed that the use of the term "agent" herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent in such capacity is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(c) The Administrative Agent, in such capacity, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

151

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

9.03 Lack of Reliance on the Administrative Agent. Independently and without reliance upon the Administrative Agent, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (a) its own independent investigation of the financial condition and affairs of the Parent and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (b) its own appraisal of the creditworthiness of the Parent and its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of the Parent and their Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of the Parent and their Subsidiaries or the existence or possible existence of any Default or Event of Default.

9.04 Certain Rights of the Administrative Agent. If the Administrative Agent requests instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders; and the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of the Required Lenders.

9.05 Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

152

9.06 Indemnification. To the extent the Administrative Agent (or any affiliate thereof) is not reimbursed and indemnified by the Borrowers or the Guarantors, the Lenders will reimburse and indemnify the Administrative Agent (and its Affiliates and their respective partners, members, directors, officers, agents, employees and controlling persons (if any)) in proportion to their respective Percentages (in respect of all Classes of Commitments and Loans, on a combined basis), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any affiliate thereof) in performing its duties hereunder or under any other Loan Document, or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's (or such affiliate's) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision); provided , further, that nothing in this Section 9.06 shall serve to relieve any Loan Party of its indemnification obligations under this Agreement and the other Loan Documents.

9.07 The Administrative Agent in its Individual Capacity. With respect to its obligation to make Loans under this Agreement, Deutsche Bank AG New York Branch shall have the rights and powers specified herein for a "Lender" and may exercise the same rights and powers as though it were not performing the Administrative Agent duties specified herein; and the term "Lender," "Required Lenders" or any similar terms shall, unless the context clearly indicates otherwise, include Deutsche Bank AG New York Branch in its respective individual capacities. The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to any Loan Party or any Affiliate of any Loan Party (or any Person engaged in a similar business with any Loan Party or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

9.08 Holders. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

9.09 Resignation by the Administrative Agent .

(a) The Administrative Agent may resign from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving written notice to the Lenders and, unless a Default or an Event of Default under Section 8(a)(9) then exists, the Borrowers. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below.

153

(b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrowers, which acceptance shall not be unreasonably withheld or delayed ( provided that the Borrowers' approval shall not be required if an Event of Default then exists).

(c) If a successor Administrative Agent shall not have been so appointed within 15 days of the date of the applicable notice of resignation, the Administrative Agent may then (but is not obligated to) appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

(d) The Administrative Agent's resignation will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date 30 days after the giving of such notice of resignation by the Administrative Agent (regardless of whether a replacement Administrative Agent has been appointed pursuant to clauses (b) and (c) above). If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) by the date on which the Administrative Agent's resignation becomes effective, the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. With respect to the Security Trustee, its resignation will, to the fullest extent permitted by applicable law, only become effective on the date a replacement Security Trustee is appointed and such replacement Security Trustee has accepted such appointment.

9.10 Co-Collateral Agent; Separate Collateral Agent. At any time or from time to time, in order to comply with any applicable requirement of law, the Administrative Agent may appoint another bank or trust company or one or more other persons, either to act as co-agent or agents on behalf of the Administrative Agent and the other Lender Creditors with such power and authority as may be necessary for the effectual operation of the provisions hereof and which may be specified in the instrument of appointment (which may, in the discretion of the Administrative Agent, include provisions for indemnification and similar protections of such co-agent or separate agent substantially the same as those contained herein). Notwithstanding anything to the contrary contained herein, every such agent, sub-collateral agent and every co-agent shall, to the extent permitted by law, be appointed and act and be such, subject to the condition that no power given hereby, or which is provided herein or in any other Loan Document to any such co- agent, sub-collateral agent or agent shall be exercised hereunder or thereunder by such co-agent or agent except jointly with, or with the consent in writing of, the Administrative Agent. The Pari Passu Collateral Agent shall have no responsibility whatsoever for the actions of such co-agent.

154

9.11 Other Agents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Joint Global Coordinators, Joint Bookrunners or Co-managers (collectively, the " Other Agents " ) shall have any powers, duties or responsibilities, nor shall the Other Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Other Agent.

9.12 Security Trustee. The Lenders in their capacities as Lenders, the Administrative Agent, the Pari Passu Collateral Agent and the Secured Counterparties hereby irrevocably designate and appoint Deutsche Bank AG New York Branch, as Security Trustee to act as specified herein and in the Ship Mortgages and other Loan Documents. Each Lender hereby irrevocably authorizes, each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize or to have authorized, as the case may be, and each Secured Counterparty by the entrance into the applicable hedging agreement or agreement to provide cash management services shall be deemed irrevocably to authorize or to have authorized (collectively, the " Creditors " ), the Security Trustee with regard to (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Creditors or any of them or for the benefit thereof under or pursuant to any of the Ship Mortgages or any other Loan Document (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Creditor in any Ship Mortgage or other Loan Document), (ii) all moneys, property and other assets paid or transferred to or vested in any Creditor or any agent of any Creditor or received or recovered by any Creditor or any agent of any Creditor pursuant to, or in connection with, any Ship Mortgage or other Loan Document whether from any Loan Party or any other Person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Creditor or any agent of any Creditor in respect of the same (or any part thereof). The Security Trustee hereby declares that it will hold as such trustee in trust for the benefit of the Creditors those of the Ship Mortgages and other Loan Documents to be executed in favor of the Security Trustee, from and after execution thereof, and the Security Trustee hereby accepts its appointment as trustee and agrees to hold, receive, administer and enforce the Ship Mortgages and other Loan Documents and the Collateral covered thereby, which Ship Mortgages and the other Loan Documents and Collateral shall constitute the corpus of the trust, for the benefit of the Creditors in accordance with the terms hereof and thereof, but the Security Trustee shall have no obligations hereunder or under any of the Ship Mortgages and the other Loan Documents except those obligations of the Security Trustee expressly set forth herein and therein The Security Trustee may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. For purposes of the reliance, indemnification and resignation provisions in this Article 9, the term "Administrative Agent" shall, except with respect to Section 9.09(d), be deemed to also refer to the Security Trustee.

SECTION 10. Miscellaneous.

10.01 Payment of Expenses, etc. The Borrowers hereby agree to: (a) pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Pari Passu Collateral Agent (including the reasonable fees and disbursements of Cravath,

155

Swaine & Moore LLP and, if reasonably necessary, maritime counsel and a single local counsel in each appropriate jurisdiction, and, in the case of a conflict of interest, one additional counsel in each jurisdiction to such affected parties similarly situated) in connection with the administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and in connection with the preparation, negotiation, execution, delivery and administration of any amendment, waiver or consent relating hereto or thereto, and each of the Agents and Lenders in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or protection of their rights hereunder or thereunder or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings; (b) pay and hold the Administrative Agent, the Pari Passu Collateral Agent and each of the Lenders harmless from and against any and all present and future stamp, documentary, transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters, the performance of any obligation under this Agreement or any other Loan Document or any payment thereunder, and save the Administrative Agent, the Pari Passu Collateral Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Pari Passu Collateral Agent or such Lender) to pay such taxes; and (c) indemnify the Agents, the Pari Passu Collateral Agent and each Lender, and each of their respective Affiliates and Related Parties (each, an " Indemnified Party " ) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including, without limitation, the fees, charges and disbursements of one firm of counsel for all such Indemnified Parties, taken as a whole (other than the Pari Passu Collateral Agent, which shall be entitled to separate counsel), and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnified Party)) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any claim, investigation, litigation or other proceeding (whether or not any Indemnified Party is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or any third party) related to the entering into and/or performance of this Agreement or any other Loan Document or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (ii) the actual or alleged presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Vessel or Real Property at any time owned, leased or operated by any of the Borrowers or any of their Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials by any of the Borrowers or any of their Restricted Subsidiaries at any location, whether or not owned, leased or operated by

156

any of the Borrowers or any of their Subsidiaries, the noncompliance with Environmental Law (including applicable permits thereunder) applicable to any Vessel or Real Property at any time owned, leased, operated or occupied by any of the Borrowers or any of their Subsidiaries, or any Environmental Claim related to the Borrower or any of its Subsidiaries, or any Vessel or Real Property at any time owned, leased, operated or occupied by any of the Borrowers or any of their Subsidiaries, including, in each case, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation, claim or other proceeding, or any other liability or obligation under Environmental Law relating in any way to the Borrower or its Subsidiaries; provided that no such Indemnified Party will be indemnified for costs, expenses, losses, claims, damages, penalties or liabilities (a) to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the fraud, gross negligence or willful misconduct of such Indemnified Party, (b) to the extent resulting from a claim brought by the Parent or any of its Subsidiaries against such Indemnified Party for material breach in bad faith of such Indemnified Party's obligations hereunder, if the Parent or such Subsidiary has obtained a final and non-appealable judgment in its or its Subsidiary's favor on such claim, as determined by a court of competent jurisdiction or (c) to the extent resulting from a proceeding that does not involve an act or omission by the Parent or any of its Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than claims against any Joint Global Coordinator, Joint Bookrunner, arranger, bookrunner or agent in its capacity as, or in fulfilling its role as, Joint Global Coordinator, Joint Bookrunner, arranger, bookrunner or agent, or any similar role, under this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless any Indemnified Party set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Without limiting the Borrowers' reimbursement, indemnification and contribution obligations set forth in this Section 10.01, in no event will such Indemnified Party have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnified Party's activities related to this Agreement or the other Loan Documents. In no event will the Borrowers have any liability to the Indemnified Parties for any indirect, consequential, special or punitive damages in connection with or as a result of the Borrowers' activities relating to this Agreement or the other Loan Documents, other than reimbursement, indemnity and contribution obligations set forth in this Section 10.01 relating to indirect, consequential, special or punitive damages for which an Indemnified Party is liable.

10.02 Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, the Pari Passu Collateral Agent and each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Loan Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by the Administrative Agent, the Pari Passu Collateral Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent, the Pari Passu Collateral Agent or such Lender wherever located) to or for the credit or the account of the Parent or any of its Subsidiaries against and on account of the Loan Document Obligations and liabilities of the Loan Parties to the Administrative Agent, the Pari Passu Collateral Agent or such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in the Loan Document Obligations purchased by such Lender pursuant to Section 10.06(b), and all other claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not the Administrative Agent, the Pari Passu Collateral Agent or such Lender shall have made any demand hereunder and although said Loan Document Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. Any recovery by any Lender pursuant to its setoff rights under this Section 10.02 is subject to the provisions of Section 8.02.

157

10.03 Notices .

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.03(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows: if to the Borrowers, at the addresses specified opposite their signatures below or in the other relevant Loan Documents; if to any Lender, at the address it last provided to the Administrative Agent, if any; and if to the Administrative Agent, at the Notice Office; or, as to the Borrowers or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Lender, at such other address as shall be designated by such Lender in a written notice to the Borrowers and the Administrative Agent.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in Section 10.03(b), shall be effective as provided in such Section.

(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Section 2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under Section 2 by electronic communication. Each of the Administrative Agent and the Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

158

(c) Change of Address, etc . Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d) Platform .

(i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the " Platform ").

(ii) The Platform is provided "as is" and "as available." Neither the Administrative Agent nor any of its Affiliates warrants the adequacy of the Platform and each of the Administrative Agent and its Affiliates expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Administrative Agent or any of its Affiliates in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Affiliates have any liability to the Borrowers or the other Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrowers', any Loan Party's or the Administrative Agent's transmission of communications through the Platform. " Communications " means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

10.04 Benefit of Agreement; Assignments; Participations .

(a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided , however, that none of the Parent or the

159

Borrowers may assign, delegate or otherwise transfer any of its rights, obligations or interest hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment, delegation or transfer by the Parent or the Borrowers without such consent shall be null and void), and provided , further, that, no Lender may assign, delegate or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 10.04(c)), the Joint Global Coordinators and, to the extent expressly contemplated hereby, the sub-agents of the Administrative Agent and the related parties of the Administrative Agent, the Joint Global Coordinators, any Lender and any Secured Non-Lender Hedge/Cash Management Provider) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in Section 10.04(b)(ii), any Lender (or any Lender together with one or more other Lenders) may assign and delegate to one or more Eligible Transferees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrowers; provided that no consent of the Borrowers shall be required (1) (a) for an assignment and delegation to a Lender or an Affiliate of a Lender or (b) during the primary initial syndication of the Term Loans arranged prior to the Effective Date and agreed by the Borrowers (not be unreasonably withheld or delayed) and (2) if an Event of Default has occurred and is continuing, for any other assignment and delegation; provided further that the Borrowers shall be deemed to have consented to any such assignment and delegation unless the Borrowers have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Loan to a Lender or an Affiliate of a Lender or to a Borrower or Subsidiary pursuant to Section 2.13.

(ii) Assignments and delegations shall be subject to the following additional conditions: (A) except in the case of an assignment and delegation to a Lender or an Affiliate of a Lender or an assignment and delegation of the entire remaining amount of the assigning Lender's Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (determined as of the trade date specified in the Assignment and Assumption Agreement with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption Agreement with respect to such assignment and delegation is delivered to the Administrative Agent) shall not be less than $5,000,000 with respect to Revolving Commitments and $1,000,000 with respect to Term Loans, unless each of the Borrowers and the Administrative Agent otherwise consent (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrowers shall be required if an Event of Default has occurred and is continuing, (B) [Reserved], (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500; provided that the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption Agreement executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 4.08(g), (E) no such transfer or assignment will be effective until recorded by the Administrative Agent on the Register pursuant to Section 10.15; (F) Annex I shall be deemed modified to reflect the outstanding Commitments and/or Loans of such new Lender and of the existing Lenders and (G) upon the surrender of the relevant Notes by the assigning Lender, new Notes will be issued, at the Borrowers' expense, to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender, such new Notes to be in conformity with the requirements of Section 2.04 (with appropriate modifications) to the extent needed to reflect the revised outstanding Loans.

160

(iii) To the extent of any assignment pursuant to this Section 10.04, from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and subject to the obligations and limitations of) Sections 2.07, 2.08, 4.08, 9.06 and 10.01 and to any fees payable hereunder that have accrued for such Lender's account but have not yet been paid). Any assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(c).

(c) Any Lender may, without the consent of the Parent, the Borrowers or the Administrative Agent, sell participations to one or more Eligible Transferee (each, a " Participant " ) in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitments and Loans of any Class); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Parent, the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that requires the approval of all the Lenders, or that requires the approval of all affected Lenders and the Participant is affected thereby. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Loan Documents

161

(the participant's rights against such Lender in respect of such participation to be those set forth in this Agreement executed by such Lender in favor of the participant relating thereto), except as provided in this Section 10.04(c). The Borrowers agree that each participant shall be entitled to the benefits of Sections 2.08, 2.09 and 4.08 (subject to the requirements and limitations therein, including the requirements under Section 4.08(g) (it being understood that the documentation required under Section 4.08(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such participant (1) agrees to be subject to the provisions of Sections 2.10 and 2.11 as if it were an assignee under paragraph (b) of this Section; and (2) shall not be entitled to receive any greater payment under Sections 2.08 or 4.08 with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law, rule, regulation, treaty, order, guideline, or directive (or in the interpretation or administration thereof) that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers' request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 2.11 with respect to any participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under this Agreement or any other Loan Document (the " Participant Register " ); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Loans or its other obligations under this Agreement or any other Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank or any central bank having jurisdiction over such Lender in support of borrowings made by such Lender from such Federal Reserve Bank or central bank and, with prior notification to the Administrative Agent (but without the consent of the Administrative Agent or the Borrowers), any Lender which is a fund may pledge all or any portion of its Loans and Notes to its trustee or to a collateral agent providing credit or credit support to such Lender in support of its obligations to such trustee, such collateral agent or a holder of such obligations, as the case may be. No pledge pursuant to this clause (c) shall release the transferor Lender from any of its obligations hereunder.

162

10.05 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent, the Pari Passu Collateral Agent or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Borrowers or any other Loan Party and the Administrative Agent, the Pari Passu Collateral Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and remedies herein or in any other Loan Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent, the Pari Passu Collateral Agent or any Lender would otherwise have. No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent, the Pari Passu Collateral Agent or any Lender to any other or further action in any circumstances without notice or demand.

10.06 Payments Pro Rata .

(a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrowers in respect of any Loan Document Obligations or Class of Loans hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Loan Document Obligations or Class of Loans with respect to which such payment was received.

(b) Each of the Lenders agrees that, except as otherwise provided in this Agreement, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's Lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Loan Document Obligation then owed and due to such Lender bears to the total of such Loan Document Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Loan Document Obligations of the respective Loan Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that (i) if all or any portion of such excess amount is thereafter recovered from such Lenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest and (ii) any payment received in consideration for an assignment of participation permitted pursuant to Section 10.04 shall not be subject to this Section 10.06(b). Nothing in this Section 10.06 shall be construed to limit the applicability of Section 8.02 in the circumstances where Section 8.02 is applicable in accordance with its terms.

163

10.07 Calculations; Computations.

(a) Subject to the provisions of Section 1.03(b), the financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrowers to the Lenders to the extent, in each case, permitted by the terms of this Agreement).

(b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for computations of interest with respect to Base Rate Loans when the Base Rate is determined by reference to clause (a) of the definition thereof, which shall be calculated on the basis of a year of 365 or 366 days) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

10.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL .

(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN CERTAIN OF THE SHIP MORTGAGES AND OTHER COLLATERAL AGREEMENTS, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, EACH PARTY HEREUNDER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HEREUNDER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER. EACH OF THE PARTIES HEREUNDER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.03, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH DELIVERY. EACH OF THE PARTIES HEREUNDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE PARI PASSU COLLATERAL AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY HEREUNDER IN ANY OTHER JURISDICTION.

164

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

10.09 Counterparts .

(a) Counterparts; Integration . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) Electronic Execution of Assignments . The words "execution," "signed," "signature," and words of like import in any Assignment and Assumption Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

165

10.10 Effectiveness. This Agreement shall become effective on the date on which it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.

10.11 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

10.12 Amendment or Waiver; etc .

(a) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by (x) the Parent, the Borrower, Finco, the Pari Passu Collateral Agent and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency, so long as, in each case, the Lenders shall have received at least five (5) Business Days' prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment or (y) the respective Loan Parties party hereto or thereto and the Required Lenders, provided that:

(i) additional parties may be added to (and annexes may be modified to reflect such additions), and the Parent and Subsidiaries of the Parent may be released from, the Loan Guarantees and the Collateral Agreements in accordance with the provisions hereof and thereof without the consent of the other Loan Parties party thereto or the Required Lenders;

(ii) no such change, waiver, discharge or termination shall (A) increase the aggregate Revolving Commitments or the aggregate amount of any other Obligations hereunder entitled to priority treatment in the same manner as Revolving Obligations for purposes of Sections 4.10 and/or 8.02 to an aggregate amount in excess of $100,000,000 without the written consent of the Required Revolving Lenders and the Required Term Lenders, (B) reduce the percentage specified in the definition of "Required Revolving Lenders" without the written consent of the Required Revolving Lenders or (C) reduce the percentage specified in the definition of "Required Term Lenders" without the written consent of the Required Term Lenders;

(iii) the Parent may be released from its Loan Guarantee and the Collateral Agreements in accordance with the provisions hereof and thereof without the consent of the other Loan Parties party thereto or the Required Lenders;

(iv) no such change, waiver, discharge or termination shall, without the consent of each Lender (with Loan Document Obligations being directly and negatively affected in the case of the following clause (a) and (d), to the extent (in the case of the following clause (d)) that any such Lender would be required to make a Loan in excess of its pro rata portion provided for in this Agreement or would receive a payment or prepayment of Loans or a commitment reduction that (in any case) is less than its pro rata portion provided for in this Agreement, in each case, as a result of any such amendment, modification or waiver referred to in the following clause (d)):

166

(a) extend the final scheduled maturity of any Loan or Note held by such Lender, or reduce the rate or extend the time of payment of interest thereon, or reduce the amount, or extend the time of payment, of any Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or extend the timing of repayment of any such Loan, or reduce the principal amount of any such Loan thereof, or increase the Commitment of any Lender, or postpone the scheduled date of expiration of any Commitment of any Lender,

(b) amend, modify or waive any provision of this Section 10.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Commitments on the Effective Date) or any other Section which expressly requires the consent of all Lenders or all Lenders directly and negatively affected thereby,

(d) amend, modify or waive (x) Section 2.05 or (y) any other provision in this Agreement to the extent providing for payments or prepayments of Loans to be applied pro rata among the Lenders entitled to such payments or prepayments of Loans (it being understood that the waiver of any mandatory prepayment of Loans by the Required Lenders shall not constitute an amendment, modification or waiver for purposes of this clause (d)),

(e) consent to the assignment or transfer by the Borrowers of any of their rights and obligations under this Agreement, or

(f) substitute, replace or release any Guarantor from a Loan Guarantee (other than as permitted by the Loan Documents) or release substantially all the value of the Loan Guarantees (except as expressly provided in the Loan Documents);

(v) no such change, waiver, discharge or termination shall change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class;

167

(vi) no such change, waiver, discharge or termination shall (1) increase

(vii) the Commitments of any Lender without the consent of such Lender or (2) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 9 or any other provision as same relates to the rights or obligations of the Administrative Agent;

(viii) no such change, waiver, discharge or termination shall, without the consent of each Lender and each Secured Counterparty:

(a) release any Ship Mortgage or all or substantially all of the Collateral (except as expressly provided in the Loan Documents) under the Collateral Agreements or permit any sale, lease, transfer or other disposition of any Collateral Vessel (it being understood that a Collateral Vessel Contract shall not constitute any such sale, lease, transfer or other disposition) not otherwise permitted under this Agreement and the Collateral Agreements,

(b) amend, modify or waive any provision of this Section 10.12(a)(vi),

(ix) no such change, waiver, discharge or termination shall, without the consent of the Required Revolving Lenders, amend, modify or waive (A) any condition precedent set forth in Section 5.02 with respect to the making of Revolving Loans (it being understood that a general waiver of an existing Default by the Required Lenders or an amendment approved by the Required Lenders that has the effect of "curing" an existing Default and permitting the making of Loans shall constitute a waiver of a condition precedent governed under this clause (viii)) and (B) any provision of Section 4.10 in a manner adversely affecting the priority status of the Revolving Obligations, and

(x) no such change, waiver, discharge or termination shall, without the consent of the Required Secured Parties, amend, modify or waive Section 7.06 hereof or Sections 5.3, 5.5, 5.8, 5.9, 5.12, or 5.14, in each case, of the Ship Mortgages in effect as of the Effective Date.

(b) If, in connection with any proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by clauses (a) through (g), inclusive, of Section 10.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination, provided that in any event the Borrowers shall not have the right to replace a Lender or repay its Loans solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) pursuant to Section 10.12(a)(iv).

168

(c) Notwithstanding any of the foregoing, no consent with respect to any waiver, amendment or other modification of this Agreement or any other Loan Document shall be required of any Defaulting Lender, except with respect to any waiver, amendment or other modification referred to in clause (iv)(a) of Section 10.12(a) and then only in the event such Defaulting Lender shall be affected by such waiver, amendment or other modification.

10.13 Survival. All indemnities set forth herein including, without limitation, in Sections 2.08, 2.09, 4.08, 9.06 and 10.01 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Loan Document Obligations.

10.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 10.14 would, at the time of such transfer, result in increased costs under Section 2.07, 2.08 or 4.08 in excess of those being charged by the respective Lender immediately prior to such transfer, then the Borrowers shall not be obligated to pay such increased costs to the extent of such excess (although the Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective transfer).

10.15 Register. The Borrowers hereby designate the Administrative Agent to serve as their non-fiduciary agent, solely for purposes of this Section 10.15, to maintain a register (the " Register " ) on which it will record the Commitments of each of the Lenders, the Loans made by each of the Lenders, the principal amount (and stated interest) of such Loans, and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrowers' obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 10.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender.

10.16 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information

169

may be disclosed (a) to its Affiliates and to its and its Affiliates' respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrowers or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers.

For purposes of this Section, " Information " means all information received from the Borrowers or any of their Subsidiaries relating to the Borrowers or any of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrowers or any of their Subsidiaries, provided that, in the case of information received from the Borrowers or any of their Subsidiaries after the Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.17 Intercreditor Agreement. Each of the Loan Parties, the Pari Passu Collateral Agent, the Administrative Agent and the Lenders (a) consents to and ratifies the execution by the Administrative Agent of the Intercreditor Agreement in connection with the Incurrence of Other Pari Passu Obligations and any amendments or supplements expressly contemplated thereby, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement following its execution and (c) acknowledges that it has received a copy of the Intercreditor Agreement and that the exercise of certain of the Pari Passu Collateral Agent's or the Administrative Agent's rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreement following its execution. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENT SHALL CONTROL.

170

10.18 Currency Conversion Shortfall .

(a) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in Dollars into another currency, the rate of exchange used shall be that at which, in accordance with normal, reasonable banking procedures, the Administrative Agent could purchase Dollars with such other currency in New York City on the Business Day preceding that on which final judgment is given.

(b) The Loan Document Obligations of the Loan Parties in respect of any sum due to the Administrative Agent or any Lender hereunder or under any other Loan Document shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in such currency, the Administrative Agent may, in accordance with normal, reasonable banking procedures, purchase Dollars with such other currency. If the amount of Dollars so purchased is less than the sum originally due, in Dollars, the Borrowers agree, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such Loan Document Obligation was owing against such loss. If the amount of Dollars so purchased is greater than the sum originally due, the Administrative Agent agrees to return the amount of any excess to the Borrowers (or to any other Person who may be entitled thereto under applicable law).

10.19 Releases. Subject to the Intercreditor Agreement, without further written consent or authorization from any Lender Creditor, the Administrative Agent or Pari Passu Collateral Agent, as applicable, may (a) execute any documents or instruments necessary in connection with an Asset Sale permitted by this Agreement, (b) release any Lien encumbering any item of Collateral that is the subject of such Asset Sale permitted by this Agreement or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.12) have otherwise consented or (c) release any Borrower Subsidiary Guarantor that is the subject of such Asset Sale permitted by this Agreement from its obligations under the Loan Documents or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.12) have otherwise consented.

10.20 Release of Guarantees. The Loan Guarantee of a Guarantor (other than ParentUDW, except with respect to clauses (d) and (g) below) shall be automatically released:

(a) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either immediately before or after giving effect to such transaction) the Parent or a Restricted Subsidiary, if the sale or other disposition does not violate Section 7.22 and Section 7.14, as applicable, and complies with the Loan Documents;

171

(b) in connection with any sale or other disposition of Capital Stock of such Guarantor following which such Guarantor is no longer a Restricted Subsidiary, if the sale or other disposition does not violate Section 7.22 and Section 7.14, as applicable, and complies with the Loan Documents;

(c) if any Restricted Subsidiary that is a Guarantor becomes or is properly designed as an Unrestricted Subsidiary in accordance with Section 7.19 and the definition of "Unrestricted Subsidiary";

(d) upon discharge of the Loan Document Obligations in accordance with the terms of this Agreement;

(e) in the case of any Guarantor that is not a Borrower Subsidiary Guarantor, unless the Borrower notifies the Administrative Agent that it elects to maintain such Loan Guarantee, upon the contemporaneous release or discharge of all guarantees of such Guarantor that would have required such Guarantor to become a Guarantor hereunder, or at such time as such Guarantor would otherwise no longer be required to be a Guarantor, in each case, pursuant to the definition of "Collateral and Guarantee Requirement" and Section 7.07 or release by or as a result of payment in full by such Guarantor under such guarantee;

(f) unless an Event of Default has occurred and is continuing, upon the dissolution or liquidation of the Guarantor in compliance with Section 7.14; or

(g) in the case of ParentUDW and any Subsidiary of ParentUDW that is not a Subsidiary of the Borrower, upon the consummation of a Qualified DOV MLP IPO.

In the case of a release of Loan Guarantees pursuant to clause (g) of this Section 10.20, the release of ParentUDW (and any other Loan Guarantor that will not, after giving effect to such Qualified DOV MLP IPO, be a Subsidiary of the Borrower) shall be deemed to be effective immediately prior to the consummation of such Qualified DOV MLP IPO.

10.21 Keepwell. Each of the Guarantors and the Borrowers that is not an Excluded Swap Guarantor at the time the Loan Guarantee or the grant of the security interest under the Collateral Agreements, in each case, by any Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Loan Party with respect to such Swap Obligation as may be needed by such Loan Party from time to time to honor all of its obligations under its Loan Guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Guarantor's obligations and undertakings under the Loan Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each such Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been paid in full. Each such Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a "support or other agreement" for the benefit of, each Loan Party for all purposes of § 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding anything to the contrary herein, the foregoing shall not apply to any Loan Party that is a subsidiary of the Parent in respect of Swap Obligations of the Parent.

172

10.22 Parallel Debt .

(a) Each Loan Party irrevocably and unconditionally undertakes to pay to the Pari Passu Collateral Agent amounts equal to, and in the currency or currencies of, its Pari Passu Obligations.

(b) The Parallel Debt of each Loan Party (i) shall become due and payable at the same time as its Pari Passu Obligations and (ii) is independent and separate from, and without prejudice to, its Pari Passu Obligations.

(c) For purposes of this Section 10.22, the Pari Passu Collateral Agent: (i) is the independent and separate creditor of the Parallel Debt, (ii) acts in its own name and not as agent, representative or trustee of the Lenders or other Secured Parties and its claims in respect of the Parallel Debt shall not be held in trust, and (iii) shall have the independent and separate right to demand payment of the Parallel Debt in its own name (including through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).

(d) The Parallel Debt of a Loan Party shall be (i) decreased to the extent that its Pari Passu Obligations have been irrevocably and unconditionally paid or discharged, and (ii) increased to the extent to that its Pari Passu Obligations have increased, and the Pari Passu Obligations of a Loan Party shall be (A) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (B) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of a Loan Party shall never exceed its Pari Passu Obligations.

(e) This Section 10.22 applies for the purpose of determining the Secured Obligations in the Collateral Agreements governed by Dutch law.

10.23 Relative Rights of Secured Parties .

(a) Enforcement of Remedies. Anything to the contrary in any of the Loan Documents notwithstanding, the parties hereto (and each other Secured Party) hereby agree that no Secured Party (other than the Administrative Agent and the Pari Passu Collateral Agent) shall have any right individually to realize upon any of the Collateral or to enforce any Loan Guarantee, it being understood and agreed that, except as provided in the last sentence of Section 10.22, all powers, rights and remedies under or with respect to the Loan Documents or the amounts due thereunder may be exercised solely by the Administrative Agent and the Pari Passu Collateral Agent (or their applicable designees or sub-agents) on behalf of the Secured Parties as the Administrative Agent and the Pari Passu Collateral Agent may be directed by the Required Lenders and in accordance with the terms hereof and thereof and applicable law. Notwithstanding any

173

other provision of this Agreement or any other Loan Document, if directed by the Required Lenders, each of the Administrative Agent and the Pari Passu Collateral Agent is hereby irrevocably authorized to release any Liens created under any Loan Document and to release any Loan Guarantee, in each case in connection with the exercise of remedies hereunder or under any other Loan Document so long as such release applies to all of the Loans and any proceeds thereof are shared in accordance with Section 8.02. If so directed by the Required Lenders, each of the Administrative Agent and the Pari Passu Collateral Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the applicable Loan Document and applicable law. No Secured Party (other than the Pari Passu Collateral Agent) shall instruct the Pari Passu Collateral Agent to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Pari Passu Collateral Agent, acting at the direction of the Required Lenders or as otherwise authorized herein, shall be entitled to take any such actions or exercise any remedies with respect to any Collateral at such time. Notwithstanding the foregoing, if so directed by the Required Lenders, each of the Administrative Agent and the Pari Passu Collateral Agent is irrevocably authorized, in connection with an Event of Default under Section 8.01 resulting from the failure to pay Secured Obligations owing to the Lenders, to sue for payment of, or to initiate any suit, action or proceedings against any Loan Party to enforce payment of or to collect such Secured Obligations.

(b) Objection to Enforcement Actions . No Secured Party (other than the Pari Passu Collateral Agent) will contest, protest or object to any foreclosure proceeding or action brought by the Pari Passu Collateral Agent (at the direction of the Required Lenders or as otherwise authorized under the Loan Documents) or any other exercise by the Pari Passu Collateral Agent of any rights or remedies relating to the Collateral.

(c) Credit Bidding . The Pari Passu Collateral Agent (at the direction of the Required Lenders) shall have the exclusive right on behalf of all Secured Parties in any Insolvency or Liquidation Proceeding to credit bid for the Collateral using all or a pro rata portion of the Secured Obligations as consideration so long as the equity and/or assets distributed to the Secured Parties as a result of an successful credit bid, or any proceeds thereof, are distributed in accordance with Section 8.02. In any Insolvency or Liquidation Proceeding or other transaction involving the sale or other disposition of Collateral, except as provided in the immediately preceding sentence, no Secured Party (other than the Pari Passu Collateral Agent) may credit bid for Collateral.

(d) No Interference; Payment Over . Each Secured Party (other than the Pari Passu Collateral Agent) agrees that (i) it will not (and hereby waives any right to) challenge or question in any proceeding the validity or enforceability of any Secured Obligations of any Class or any Loan Document or the validity, attachment, perfection or priority of any Lien under any Loan Document or the validity or enforceability of the

174

priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral or other exercise of remedies by the Pari Passu Collateral Agent (acting at the direction of the Required Lenders or as otherwise authorized under the Loan Documents); (iii) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Pari Passu Collateral Agent or any other Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral, and none of the Pari Passu Collateral Agent or any other Secured Party shall be liable for any action taken or omitted to be taken by the Pari Passu Collateral Agent (at the direction of the Required Lenders or as otherwise authorized under the Loan Documents) with respect to any Collateral in accordance with the provisions of this Agreement; and (iv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Section 10.23.

(e) DIP Financing . If any Loan Party shall become subject to a case (a " Bankruptcy Case ") under any Bankruptcy Law and shall, as debtor(s)-in-possession, move for approval of financing (" DIP Financing ") to be provided by one or more lenders (the " DIP Lenders ") under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, and such motion has the consent of the Required Lenders, each Lender agrees that it will raise no objection to any such financing or to the Liens on the Collateral securing the same (" DIP Financing Liens ") or to any use of cash collateral that constitutes Collateral so long as (A) the Secured Parties of each class retain the benefit of their Liens on all such Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case (giving effect to the payment priorities set forth in Section 8.02), (B) the Secured Parties of each class are granted Liens on any additional collateral pledged to any other Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral or sale of Collateral, with the same priority vis-à-vis the Secured Parties as set forth in this Agreement (giving effect to the payment priorities set forth in Section 8.02), (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Secured Obligations, such amount is applied pursuant to Section 8.02, (D) no Secured Party of any class is granted a DIP Financing Lien as part of a "roll up" of its Secured Obligations in any such DIP Financing unless all Secured Parties are provided the opportunity to participate pro rata in any such DIP Financing involving a "roll up" of Secured Obligations and that such "roll up" is provided on a pro rata basis; provided , however , that notwithstanding the foregoing, any such opportunity to participate in any such "roll up" shall be provided first to Revolving Lenders only and (E) if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral or sale of Collateral, the proceeds of such adequate protection are applied pursuant to Section 8.02; provided that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of cash collateral.

175

(f) 363-Sales . In any Insolvency or Liquidation Proceeding, none of the Secured Parties shall be entitled to oppose (or shall oppose) (i) any sale or disposition of any assets of any of the Loan Parties or (ii) any procedure governing the sale or disposition of any assets of any of the Loan Parties, in each case that has the consent of the Required Lenders, and the Secured Parties will be deemed to have consented under Section 363 of the Bankruptcy Code to any sale, and any procedure for sale (and in each case any motion in support hereof), to which the Required Lenders have consented.

(g) Plans of Reorganization . Each Secured Party agrees that it shall not be entitled (i) to take any action or vote in any way that supports any Non-Conforming Plan of Reorganization or (ii) to object to a Plan of Reorganization to which the Required Lenders have consented on the grounds that any sale of Collateral thereunder or pursuant thereto is for inadequate consideration, or that the sale process in respect thereof was inadequate. Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization by any Secured Party, in such capacity, shall be inconsistent with and accordingly, a violation of the terms of this Agreement, and the Pari Passu Collateral Agent shall be entitled (and hereby authorized by the Lenders) to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any such Non-Conforming Plan of Reorganization withdrawn.

(h) Sponsoring of Plans of Reorganization . None of the Lenders, in such capacity, will sponsor any Plan of Reorganization that does not contemplate the payment in full, in cash of the Revolving Obligations upon the effective date of such Plan of Reorganization, unless the Required Revolving Lenders shall have otherwise consented in writing.

10.24 Revolving Obligations Payment Priority. EACH LENDER WITH OUTSTANDING TERM LOANS ACKNOWLEDGES AND AGREES THAT THE REVOLVING OBLIGATIONS (INCLUDING OUTSTANDING REVOLVING LOANS) ARE ENTITLED TO DISTRIBUTIONS PURSUANT TO SECTION 8.02 (INCLUDING DISTRIBUTIONS PURSUANT TO AN INSOLVENCY OR LIQUIDATION PROCEEDINGS) PRIOR TO ANY DISTRIBUTIONS BEING APPLIED TO THE OBLIGATIONS IN RESPECT OF OUTSTANDING TERM LOANS.

* * *

176

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

		DRILLSHIPS OCEAN VENTURES INC., as the Borrower
		By:
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIPS VENTURES PROJECTS INC., as Finco
		By:
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		OCEAN RIG UDW INC., as Parent
		By:
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

[Signature Page to the Credit Agreement]

177

		DRILLSHIPS BANK AG NEW YORK BRANCH, as Administrative Agent, Pari Passu Collateral Agent, Lender and Security Trustee,
		By:
			/s/ Dusan Lazarov
			Name: Dusan Lazarov
			Title: Director

		By:
			/s/ Lisa Wong
			Name: Lisa Wong
			Title: Vice President

[Signature Page to the Credit Agreement]

SK 26497 0001 6394087

178

Exhibit 4.57

EXECUTION VERSION

PLEDGE AND SECURITY AGREEMENT

dated as of

July 25, 2014

Among

OCEAN RIG UDW INC.,

DRILLSHIPS OCEAN VENTURES, INC.,

DRILLSHIPS VENTURES PROJECTS INC.,

THE SUBSIDIARIES
IDENTIFIED HEREIN

And

DEUTSCHE BANK AG NEW YORK BRANCH
as Pari Passu Collateral Agent

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.01. Defined Terms	1
SECTION 1.02. Other Defined Terms	2

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge	6
SECTION 2.02. Delivery of the Pledged Collateral	7
SECTION 2.03. Representations and Warranties	7
SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests	8
SECTION 2.05. Registration in Nominee Name; Denominations	9
SECTION 2.06. Voting Rights; Dividends and Interest	9

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest	11
SECTION 3.02. Representations and Warranties	13
SECTION 3.03. Covenants	14
SECTION 3.04. Covenants Regarding Patent, Trademark and Copyright Collateral	16

ARTICLE IV

Remedies

SECTION 4.01. Remedies Upon Default	17
SECTION 4.02. Application of Proceeds	19
SECTION 4.03. Grant of License to Use Intellectual Property	20

ARTICLE V

Miscellaneous

SECTION 5.01. Notices	20
SECTION 5.02. Waivers; Amendment	21
SECTION 5.03. Pari Passu Collateral Agent's Fees and Expenses; Indemnification	21
SECTION 5.04. Survival	22

SECTION 5.05. Counterparts; Effectiveness; Successors and Assigns	22
SECTION 5.06. Severability	23
SECTION 5.07. Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Immunity	23
SECTION 5.08. WAIVER OF JURY TRIAL	24
SECTION 5.09. Headings	24
SECTION 5.10. Security Interest Absolute	24
SECTION 5.11. Termination or Release	25
SECTION 5.12. Additional Subsidiaries	26
SECTION 5.13. Further Assurances	26
SECTION 5.14. Pari Passu Collateral Agent's Duties	26
SECTION 5.15. Force Majeure	29
SECTION 5.16. Pari Passu Collateral Agent Appointed Attorney-in-Fact	29
SECTION 5.17. USA PATRIOT Act	30
SECTION 5.18. Joinder Agreements	30
SECTION 5.19. Third Party Beneficiaries	30
SECTION 5.20. INTERCREDITOR AGREEMENT GOVERNS	30

Schedules

Schedule I	Borrower Subsidiary Grantors
Schedule II	Pledged Equity Interests
Schedule III	Intellectual Property

Exhibits

Exhibit I	Form of Supplement
Exhibit II	Form of Earnings Assignment
Exhibit III	Form of Insurance Assignment
Exhibit IV	Form of Account Charge Agreement
Exhibit V	Form of Joinder Agreement

PLEDGE AND SECURITY AGREEMENT dated as of July 25, 2014 (this " Agreement "), among Ocean Rig UDW Inc., a Marshall Islands corporation (" ParentUDW "), Drillships Ocean Ventures Inc., a Marshall Islands corporation (the " Borrower "), Drillships Ventures Projects Inc., a Delaware corporation (" Finco " and, together with the Borrower, the " Borrowers "), the other Subsidiaries from time to time party hereto, and Deutsche Bank AG New York Branch, as Pari Passu Collateral Agent (together with its successors and assigns, in such capacity, the " Pari Passu Collateral Agent ").

Reference is made to the Credit Agreement dated as of July 25, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among ParentUDW, the Borrower, Finco, the lenders from time to time party thereto (the " Lenders "), the administrative agent and the Pari Passu Collateral Agent, which provides for the incurrence of the Loans and permits the Borrowers to incur other Pari Passu Obligations subject to certain terms and conditions (the trustee or agent of which shall, upon the execution of a Joinder Agreement, become a party hereto on behalf of the holders or lenders of such other Pari Passu Obligations). The Grantors are entering into this Agreement in order to grant to the Pari Passu Collateral Agent, for the benefit of the Secured Parties, a security interest in the Collateral to secure the Pari Passu Obligations. Certain Grantors also are entering, or will subsequently enter, into agreements substantially in the forms of Exhibit II and Exhibit III hereto in order to grant a security interest in certain additional collateral to secure the Pari Passu Obligations. It is a condition precedent to the making of the Loans by the Lenders that the Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement. Each Grantor is affiliated with the Borrower, will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to make the Loans and to induce the Lenders and the Pari Passu Collateral Agent to enter into the Credit Agreement. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms . (a) Each capitalized term used but not defined herein shall have the meaning specified in the Credit Agreement; provided that each term defined in the New York UCC (as defined herein) and not defined in this Agreement shall have the meaning specified therein. The terms "instrument" and "Control" shall have the meanings specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Sections 1.02 and 1.03 of the Credit Agreement also apply to this Agreement, mutatis mutandis .

SECTION 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

" Account Debtor " means any Person that is or may become obligated to any Grantor under, with respect to or on account of an Account.

" Agreement " has the meaning assigned to such term in the heading hereto.

" Article 9 Collateral " has the meaning assigned to such term in Section 3.01.

" Borrower " has the meaning assigned to such term in the preamble hereto.

" Borrower Subsidiary Grantors " means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party hereto after the Effective Date in accordance with Section 5.12. Following the consummation of a Qualified DOV MLP IPO, the Borrower shall, for purposes of this Agreement, be deemed to continue to be a Borrower Subsidiary Grantor.

" Collateral " means Article 9 Collateral and Pledged Collateral.

" Collateral Agreements " means, collectively, this Agreement, the Intercreditor Agreement, each Mortgage, each Insurance Assignment, each Earnings Assignment and each other instrument, including any security document or pledge agreement, creating Liens in favor of the Pari Passu Collateral Agent as required by the Pari Passu Documents, in each case, as the same may be in force from time to time.

" Copyright License " means any written agreement, now or hereafter in effect, granting to any Person any right under any Copyright owned by any Borrower Subsidiary Grantor or that such Borrower Subsidiary Grantor otherwise has the right to license, or granting any right to any Borrower Subsidiary Grantor under any Copyright owned by any other Person.

" Copyrights " means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all copyright rights in any work subject to the copyright laws of the United States of America or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States of America or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any similar office in any other country), including any of the foregoing listed on Schedule III.

" Credit Agreement " has the meaning assigned to such term in the preliminary paragraph hereof.

" Credit Party " means the Borrowers, each Borrower Subsidiary Grantor and, prior to the consummation of a Qualified DOV MLP IPO, the Parent.

" Directing Party " means (a) prior to the effectiveness of the Intercreditor Agreement, the Administrative Agent (at the direction of the Required Lenders) and (b) following the effectiveness of the Intercreditor Agreement, the Controlling Party (as defined therein).

" Earnings Account Control Agreements " means (a) in the case of the Initial Earnings Accounts, accounts charge agreements substantially in the form of Exhibit IV hereto and (b) in all other cases, agreements in form and substance satisfactory to the Pari Passu Collateral Agent sufficient to grant Control to the Pari Passu Collateral Agent over the Earnings Accounts.

" Earnings Accounts " means (a) (i) account no. 1250.04.92609 in the name of Ocean Rig Cunene Operations Inc. at DNB Bank ASA, Oslo, (ii) account no. 1250.05.01772 in the name of Ocean Rig Cubango Operations Inc. at 1250.05.01772, (iii) account no. 1250.04.89624 in the name of Drillship Skiathos Owners Inc. at DNB Bank ASA, Oslo, (iv) account no. 1250.04.89616 in the name of Drillships Skyros Owners Inc. at DNB Bank ASA, Oslo, (v) account no. 250.04.89608 in the name of Drillships Kythnos Owners Inc. at DNB Bank ASA, Oslo, (vi) account no. 0046242502 in the name of Ocean Rig Block 33 Brasil Coöperatief U.A. at Nordea Bank Finland PLC, London Branch, (vii) account no. 1250.05.02000 in the name of Ocean Rig Block 33 Brasil B.V. at DNB Bank ASA, Oslo; (viii) account no. 0046212602 in the name of Ocean Rig Block 33 Brasil B.V. at Nordea Bank Finland PLC, London Branch (collectively, the " Initial Earnings Accounts "), and (b) such other interest bearing accounts designated by the Ship Grantors into which all Earnings from each Collateral Vessel Contract shall be deposited or forwarded.

" Earnings Assignment " means an Assignment of Earnings Agreement between a Grantor and the Pari Passu Collateral Agent, substantially in the form of Exhibit II hereto.

" Finco " has the meaning assigned to such term in the preamble hereto.

" Grantors " means, collectively, ParentUDW (prior to the consummation of a Qualified DOV MLP IPO) and the Borrower Subsidiary Grantors.

" Insurance Assignment " means an Assignment of Insurance Agreement between a Grantor and the Pari Passu Collateral Agent, substantially in the form of Exhibit III hereto.

" Intellectual Property " means all intellectual and similar property of every kind and nature, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

" Joinder Agreement " means an instrument, substantially in the form of Exhibit V hereto, by which holders of other Pari Passu Obligations become party to this Agreement.

" Lenders " has the meaning assigned to such term in the preliminary paragraph hereof.

" License " means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Borrower Subsidiary Grantor is a party, including those listed on Schedule III.

" New York UCC " means the Uniform Commercial Code as from time to time in effect in the State of New York.

" ParentUDW " has the meaning assigned to such term in the heading hereto.

" Pari Passu Collateral Agent " has the meaning assigned to such term in the preamble hereto.

" Pari Passu Documents " shall mean, collectively, the Loan Documents and any document or instrument evidencing or governing any Other Pari Passu Obligations (solely to the extent a Joinder Agreement in respect of such Other Pari Passu Obligations has been duly executed and delivered).

" Pari Passu Obligations " means (a) the Secured Obligations, (b) all Other Pari Passu Obligations and (c) all other obligations of the Borrowers and the Guarantors in respect of, or arising under, the applicable Pari Passu Documents, in respect of the obligations described in clauses (a) through (c) of this definition (solely, in the case of clauses (b) and (c) of this definition, to the extent a Joinder Agreement in respect of such Pari Passu Obligations has been duly executed and delivered), (including, all principal, premium, interest, penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable or arising thereunder), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrowers or any Guarantor of an Insolvency or Liquidation Proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such Insolvency or Liquidation Proceeding. The Pari Passu Obligations shall be subject to the terms of the Intercreditor Agreement

" Patent License " means any written agreement, now or hereafter in effect, granting to any Person any right to make, use or sell any invention on which a Patent, owned by any Borrower Subsidiary Grantor or that any Borrower Subsidiary Grantor otherwise has the right to license, is in existence.

" Patents " means with respect to any Person all of the following now owned or hereafter acquired by such Person: (a) all letters patent of the United States of

America or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States of America or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

" Perfection Certificate " means the perfection certificate dated the Effective Date delivered by the Borrower to the Pari Passu Collateral Agent pursuant to Section 5.01(d) of the Credit Agreement.

" Pledged Collateral " has the meaning assigned to such term in Section 2.01.

" Pledged Debt Securities " has the meaning assigned to such term in Section 2.01.

" Pledged Equity Interests " has the meaning assigned to such term in Section 2.01.

" Pledged Securities " means any promissory notes, stock certificates, unit certificates, limited liability membership certificates or other certificated securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

" Secured Parties " means, collectively, (a) the Lenders, (b) the Agents, (c) each holder of other Pari Passu Obligations that has executed, or has caused to be executed on its behalf, a Joinder Agreement, (d) each provider of cash management services the obligations under which constitute Secured Cash Management Obligations, (e) each counterparty to any hedging agreement the obligations under which constitute Secured Hedging Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Credit Party under any Pari Passu Document and (g) the successors and assigns of each of the foregoing.

" Security Interest " has the meaning assigned to such term in Section 3.01(a).

" Ship Grantor " means each Subsidiary that, at any time, owns any of the Collateral Vessels or the Substitute Vessels.

" Subagent " has the meaning assigned to such term in Section 5.13(c).

" Subsidiary " means any Subsidiary (as defined in the Credit Agreement) of the Parent.

" Supplement " means an instrument in the form of Exhibit I hereto.

" Trademark License " means any written agreement, now or hereafter in effect, granting to any Person any right to use any Trademark owned by any Borrower Subsidiary Grantor or that any Borrower Subsidiary Grantor otherwise has the right to license.

" Trademarks " means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States of America or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge . As security for the payment or performance, as the case may be, in full of the Pari Passu Obligations (other than, in the case of any Pari Passu Obligations of ParentUDW, any assignment or pledge of the Pledged Collateral of the Borrower Subsidiary Grantors), each Grantor hereby assigns and pledges to the Pari Passu Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Pari Passu Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor's right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests of the Borrower (prior to the consummation of a Qualified DOV MLP IPO), Finco, and each other Borrower Subsidiary Guarantor now owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and any other instruments representing all such Equity Interests (collectively, the " Pledged Equity Interests "); provided that, to the extent the pledge of Equity Interests of the Borrower (prior to the consummation of a Qualified DOV MLP IPO), Finco and each other Borrower Subsidiary Guarantor pursuant to this clause (a) does not result in the pledge of all issued and outstanding Equity Interests of the Borrower (prior to the consummation of a Qualified DOV MLP IPO), Finco and such other Borrower Subsidiary Guarantors, the Parent and the Borrower Subsidiary Grantors shall take any steps necessary to cause any such remaining Equity Interests to be pledged hereunder; (b) in the case of each Borrower Subsidiary Grantor, (i) the debt securities now owned or at any time hereafter acquired by such Borrower Subsidiary Grantor, including those listed opposite the name of such Borrower Subsidiary Grantor on Schedule II, and (ii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the " Pledged Debt Securities "); (c) in the case of each Borrower Subsidiary Grantor, all other property that may be delivered to and held by the Pari Passu Collateral Agent pursuant to the terms of Section 2.02; (d) subject to

Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the " Pledged Collateral ").

SECTION 2.02. Delivery of the Pledged Collateral . (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Pari Passu Collateral Agent any and all Pledged Equity Interests required to be pledged hereunder (i) on the date hereof, in the case of any such Pledged Equity Interests owned by such Grantor on the date hereof, and (ii) promptly after the acquisition thereof, in the case of any such Pledged Equity Interests acquired by such Grantor after the date hereof.

(b) Upon delivery to the Pari Passu Collateral Agent, (i) any Pledged Equity Interests shall be accompanied by undated stock powers duly executed by the applicable Grantor in blank or other undated instruments of transfer satisfactory to the Pari Passu Collateral Agent and by such other instruments and documents as may be necessary or as the Pari Passu Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments or documents as may be necessary or as the Pari Passu Collateral Agent may reasonably request. Each delivery of Pledged Equity Interests shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Equity Interests. Each schedule so delivered shall supplement any prior schedules so delivered.

SECTION 2.03. Representations and Warranties . The Grantors jointly and severally represent and warrant to the Pari Passu Collateral Agent, for the benefit of the Secured Parties, that:

(a) Schedule II correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Securities and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder;

(b) the Pledged Equity Interests and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof; subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and to general principles of

equity, regardless of whether considered in a proceeding in equity or at law; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent or any Subsidiary, are made to the knowledge of the Grantors;

(c) except for the security interests granted hereunder, each of the Grantors (i) is the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor and (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement or Permitted Collateral Liens;

(d) except as disclosed on Schedule II, and except for restrictions and limitations imposed by the Pari Passu Documents or securities laws generally, and, in the case of clause (ii), except for limitations existing as of the Effective Date in the articles or certificate of incorporation, bylaws or other organizational documents of any Grantor, (i) the Pledged Collateral is freely transferable and assignable, and (ii) none of the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Pari Passu Collateral Agent of rights and remedies hereunder;

(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Pari Passu Collateral Agent in accordance with this Agreement, the Pari Passu Collateral Agent will obtain a legal, valid and perfected first-priority Lien upon and security interest in such Pledged Securities as security for the payment and performance of the Pari Passu Obligations (other than any Pari Passu Obligations of ParentUDW); and

(h) the pledge effected hereby is effective to vest in the Pari Passu Collateral Agent, for the benefit of the Secured Parties, the rights of the Pari Passu Collateral Agent in the Pledged Collateral as set forth herein.

SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests . Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a "security" within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

SECTION 2.05. Registration in Nominee Name; Denominations . The Pari Passu Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, in the name of its nominee (as pledgee or as sub-agent) or in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Pari Passu Collateral Agent.

SECTION 2.06. Voting Rights; Dividends and Interest . (a) Unless and until an Event of Default shall have occurred and be continuing and the Pari Passu Collateral Agent shall have notified the Grantors that their rights under this Section 2.06 are being suspended:

(i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the other Pari Passu Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Collateral or the rights and remedies of any of the Pari Passu Collateral Agent or any other Secured Party under this Agreement or any other Pari Passu Document or the ability of the Secured Parties to exercise the same;

(ii) the Pari Passu Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section; and

(iii) each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Pari Passu Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor, and required to be delivered to the Pari Passu Collateral Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Pari Passu Collateral Agent and shall be forthwith delivered to the Pari Passu Collateral Agent in the same form as so received (with any necessary endorsements, stock powers or other instruments of transfer).

(b) Upon the occurrence and during the continuance of an Event of Default, after the Pari Passu Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section, shall cease, and all such rights shall thereupon become vested in the Pari Passu Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Pari Passu Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Pari Passu Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock powers or other instruments of transfer). Any and all money and other property paid over to or received by the Pari Passu Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Pari Passu Collateral Agent in an account to be established by the Pari Passu Collateral Agent upon receipt of such money or other property, shall be held as security for the payment and performance of the Pari Passu Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Pari Passu Collateral Agent a certificate of a Financial Officer of the Borrower to that effect, upon which the Pari Passu Collateral Agent may conclusively rely, the Pari Passu Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Pari Passu Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Pari Passu Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Pari Passu Collateral Agent, which shall have the right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Directing Party, the Pari Passu Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights.

(d) Any notice given by the Pari Passu Collateral Agent to the Grantors suspending their rights under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Pari Passu Collateral Agent) and without waiving or otherwise affecting the

Pari Passu Collateral Agent's right to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest . (a) As security for the payment or performance, as the case may be, in full of the Pari Passu Obligations (other than any Pari Passu Obligations of ParentUDW), each Borrower Subsidiary Grantor hereby grants to the Pari Passu Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the " Security Interest " ) in all of its right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by such Borrower Subsidiary Grantor or in, to or under which such Borrower Subsidiary Grantor now has or at any time hereafter may acquire any right, title or interest (collectively, the " Article 9 Collateral " ):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all cash and Deposit Accounts;

(iv) all Documents;

(v) all General Intangibles, including all Intellectual Property;

(vi) all Instruments;

(vii) all other Goods;

(viii) all Investment Property;

(ix) all Letter-of-Credit rights;

(x) all books and records pertaining to the Article 9 Collateral; and

(xi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided , however, that the Security Interest shall not cover, and the term "Article 9 Collateral" shall not include, any Excluded Property.

(b) Each of the Borrower Subsidiary Grantors hereby irrevocably authorizes the Pari Passu Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture

filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Borrower Subsidiary Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Borrower Subsidiary Grantor is an organization, the type of organization and any organizational identification number issued to such Borrower Subsidiary Grantor and (B) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each of the Borrower Subsidiary Grantors agrees to provide such information to the Pari Passu Collateral Agent as may be necessary or promptly upon request.

Each Grantor also ratifies its authorization for the Pari Passu Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

The Pari Passu Collateral Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Collateral Agreement, or for the creation, perfection, priority, sufficiency or protection of any liens securing the Pari Passu Obligations.

For the avoidance of doubt, nothing herein shall require the Pari Passu Collateral Agent to file financing statements or continuation statements or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Pari Passu Document).

(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shall not subject the Pari Passu Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

(d) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to any contract or agreement (other than pursuant to an Earnings Assignment or an Insurance Assignment) to which a Borrower Subsidiary Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (x) the unenforceability of any right of the Borrower Subsidiary Grantor therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such unenforceability shall be remedied and, to the extent

severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the consequences specified in clause (x) or (y) of this paragraph (d) including any Proceeds of such contract or agreement.

SECTION 3.02. Representations and Warranties . Each of the Borrower Subsidiary Grantors jointly and severally represent and warrant to the Pari Passu Collateral Agent for the benefit of the Secured Parties that:

(a) Each Borrower Subsidiary Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant the Security Interest and has full power and authority to grant to the Pari Passu Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of the Parent and each Borrower Subsidiary Grantor, is correct and complete as of the Effective Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared based upon the information provided in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 5 to the Perfection Certificate (or specified by notice from the Borrower to the Pari Passu Collateral Agent after the Effective Date in the case of filings, recordings or registrations required by Section 7.07 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Pari Passu Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States of America (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Pari Passu Obligations (other than any Pari Passu Obligations of ParentUDW) and (ii) subject to the filings described in paragraph (b) of this Section, a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States of America (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or other applicable law in such jurisdictions. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Permitted Collateral Liens or Liens permitted pursuant to Section 7.13 of the Credit Agreement that have priority as a matter of law.

(d) Schedule III sets forth, as of the Effective Date, a true and complete list, with respect to each Borrower Subsidiary Grantor, of (i) all Patents that have been granted by the United States Patent and Trademark Office, (ii) all Copyrights that have been registered with the United States Copyright Office, (iii) all Trademarks that have been registered with the United States Patent and Trademark Office and Trademarks for which United States registration applications are pending and (iv) all assignable Copyright Licenses material to the conduct of the business of the Borrower Subsidiary Grantors under which such Borrower Subsidiary Grantor is a licensee.

SECTION 3.03. Covenants . (a) Each Borrower Subsidiary Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Pari Passu Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien that is not a Permitted Collateral Lien or that is not a Lien permitted pursuant to Section 7.13 of the Credit Agreement or that is not a Lien that has priority as a matter of law.

(b) Each Borrower Subsidiary Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments, financing statements, continuation statements, agreements and documents and take all such other actions as may be necessary or as the Pari Passu Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing and recording of any financing statements (including fixture filings) or other documents in connection herewith or therewith. Each Borrower Subsidiary Grantor will provide to the Pari Passu Collateral Agent, from time to time upon request by the Pari Passu Collateral Agent, evidence as to the perfection and priority of the Liens created or intended to be created pursuant to this Agreement.

(c) Upon the occurrence and continuance of an Event of Default, the Pari Passu Collateral Agent and such Persons as the Pari Passu Collateral Agent may reasonably designate shall have the right, at the Borrower Subsidiary Grantors' own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to discuss the Borrower Subsidiary Grantors' affairs with the officers of the Borrower Subsidiary Grantors and their independent accountants and to verify under reasonable procedures, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third party, by contacting Account Debtors or the third party possessing such Article 9 Collateral for the purpose of making such a verification. The Pari Passu Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any other Secured Party.

(d) At its option, the Pari Passu Collateral Agent may discharge past due Taxes, assessments, charges, fees and Liens at any time levied or placed on the Article 9 Collateral that are not permitted pursuant to the Credit Agreement and the other Pari Passu Documents, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Borrower Subsidiary Grantor fails to do so as required by this Agreement or the other Pari Passu Documents, and each Borrower Subsidiary Grantor jointly and severally agrees to reimburse the Pari Passu Collateral Agent on demand for any payment made or any expense incurred by the Pari Passu Collateral Agent pursuant to the foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Borrower Subsidiary Grantor from the performance of, or imposing any obligation on the Pari Passu Collateral Agent or any other Secured Party to cure or perform, any covenants or other promises of any Borrower Subsidiary Grantor with respect to Taxes, assessments, charges, fees and Liens and maintenance as set forth herein or in the other Pari Passu Documents. All sums disbursed by the Pari Passu Collateral Agent in connection with this paragraph, including reasonable attorneys', agents' and professional advisors' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Pari Passu Collateral Agent and shall be additional Pari Passu Obligations secured hereby.

(e) Each Borrower Subsidiary Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Borrower Subsidiary Grantor jointly and severally agrees to indemnify and hold harmless the Pari Passu Collateral Agent and the Secured Parties from and against any and all liability for such performance.

(f) The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to their assets in accordance with the requirements set forth in Section 7.01 of the Credit Agreement and any similar requirement in any other Pari Passu Document. Each Grantor irrevocably makes, constitutes and appoints the Pari Passu Collateral Agent (and all officers, employees or agents designated by the Pari Passu Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Pari Passu Collateral Agent may, without obligation to or waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, obtain and maintain such policies of insurance and pay such premiums and take any other actions with respect thereto as the Pari Passu Collateral Agent deems

advisable. All sums disbursed by the Pari Passu Collateral Agent in connection with this paragraph, including reasonable attorneys', agents' and professional advisors' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Pari Passu Collateral Agent and shall be additional Pari Passu Obligations secured hereby.

SECTION 3.04. Covenants Regarding Patent, Trademark and Copyright Collateral . (a) Each Borrower Subsidiary Grantor agrees that it will not do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent material to the conduct of the business of the Borrower Subsidiary Grantors, taken as a whole, may become invalidated or dedicated to the public (except as a result of expiration of such Patent at the end of its statutory term), and agrees that it shall continue to mark any products covered by any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

(b) Each Borrower Subsidiary Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of the business of the Borrower Subsidiary Grantors, taken as a whole, (i) maintain such Trademark in full force free from any valid claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) if registered, display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable trademark law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

(c) Each Borrower Subsidiary Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of the business of the Borrower Subsidiary Grantors, taken as whole, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.

(d) Each Borrower Subsidiary Grantor shall notify the Pari Passu Collateral Agent promptly in writing if it knows that any Patent, Trademark or Copyright material to the conduct of the business of the Borrower Subsidiary Grantors may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Borrower Subsidiary Grantor's ownership of such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same.

(e) Each Borrower Subsidiary Grantor will take all necessary steps that are consistent with its current practice (i) in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States of America or in any other country or any political subdivision thereof, to maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) material to the conduct of the business of the Borrower Subsidiary Grantors, taken as a whole, and (ii) to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of the business of the Borrower Subsidiary Grantors, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties.

(f) In the event that any Borrower Subsidiary Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of the business of the Borrower Subsidiary Grantors, taken as whole, has been or is about to be infringed, misappropriated or diluted by a third party, such Borrower Subsidiary Grantor promptly shall notify the Pari Passu Collateral Agent in writing and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral.

(g) Upon the occurrence and during the continuance of an Event of Default, each Borrower Subsidiary Grantor shall, upon request of the Pari Passu Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License under which such Borrower Subsidiary Grantor is a licensee to effect the assignment of all such Borrower Subsidiary Grantor's right, title and interest thereunder to the Pari Passu Collateral Agent or its designee.

ARTICLE IV

Remedies

SECTION 4.01. Remedies Upon Default . Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Pari Passu Collateral Agent on demand, and it is agreed that the Pari Passu Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Pari Passu Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article

9 Collateral throughout the world on such terms and conditions and in such manner as the Pari Passu Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Pari Passu Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Pari Passu Collateral Agent shall deem appropriate. The Pari Passu Collateral Agent shall be authorized at any such sale of securities to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Pari Passu Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Pari Passu Collateral Agent shall give the applicable Grantors 10 days' prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Pari Passu Collateral Agent's intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Pari Passu Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Pari Passu Collateral Agent may determine. The Pari Passu Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Pari Passu Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Pari Passu Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Pari Passu Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure,

such Collateral may be sold again upon like notice. In the event of a foreclosure by the Pari Passu Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Pari Passu Collateral Agent or any other Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Pari Passu Collateral Agent as agent for and representative of the Secured Parties (but not any Secured Party in its individual capacity unless the Directing Party shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Pari Passu Obligations as a credit on account of the purchase price for any Collateral payable by the Pari Passu Collateral Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Pari Passu Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Pari Passu Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Pari Passu Obligations (other than contingent indemnification obligations and obligations in respect of secured cash management services (including Secured Cash Management Obligations)) have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Pari Passu Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 4.02. Application of Proceeds . The Pari Passu Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows:

FIRST, ratably to the payment of all costs and expenses incurred by the Pari Passu Collateral Agent, the Administrative Agent and any similar agents under the Pari Passu Documents in connection with such collection or sale or otherwise in connection with this Agreement, any other Pari Passu Document or any of the Pari Passu Obligations, including all court costs and the fees and expenses of its agents, professional advisors and legal counsel, the repayment of all advances made by the Pari Passu Collateral Agent, the Administrative Agent and any similar agents under the Pari Passu Documents hereunder or under any other Pari Passu Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Pari Passu Document;

SECOND, to the payment in full of the Pari Passu Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Pari Passu Obligations owed to them on the date of any such distribution); and

THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Pari Passu Collateral Agent shall promptly apply any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Pari Passu Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt by the Pari Passu Collateral Agent or of the officer making the sale of any such proceeds shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Pari Passu Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding anything herein to the contrary, it is understood and agreed that no proceeds of any collection or sale of Collateral (including any Collateral consisting of cash) of the Borrower or any Grantor (other than ParentUDW) shall be applied to satisfy the Pari Passu Obligations of ParentUDW.

SECTION 4.03. Grant of License to Use Intellectual Property . For the purpose of enabling the Pari Passu Collateral Agent to exercise rights and remedies under this Agreement at such time as the Pari Passu Collateral Agent shall be lawfully entitled to exercise such rights and remedies upon the occurrence and during the continuation of an Event of Default, each Borrower Subsidiary Grantor hereby grants to the Pari Passu Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Borrower Subsidiary Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Borrower Subsidiary Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Pari Passu Collateral Agent may be exercised upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Pari Passu Collateral Agent in accordance herewith shall be binding upon the Borrower Subsidiary Grantors notwithstanding any subsequent cure of an Event of Default.

ARTICLE V

Miscellaneous

SECTION 5.01. Notices . All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing in English and given in the manner provided in Section 10.03 of the Credit Agreement (and, in the case of any parties hereto that are not parties to the Credit Agreement, in the manner provided by the relevant "Notices" section of the applicable Pari Passu Document). All communications and notices hereunder to any Borrower Subsidiary Grantor shall be given to it in care of the Borrower in the manner provided in Section 10.03 of the Credit Agreement.

SECTION 5.02. Waivers; Amendment . (a) No failure or delay by the Pari Passu Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any other Pari Passu Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Pari Passu Collateral Agent and the other Secured Parties hereunder and under the other Pari Passu Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement and the extensions of credit under the Pari Passu Documents (including making the Loans) shall not be construed as a waiver of any Default, regardless of whether the Pari Passu Collateral Agent or any other Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on any Grantor in any case shall entitle any Grantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Pari Passu Collateral Agent, the Borrower and the applicable Grantor (other than the Borrower) or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.12 of the Credit Agreement (and, as applicable, any similar section in any other Pari Passu Document).

SECTION 5.03. Pari Passu Collateral Agent's Fees and Expenses; Indemnification . (a) The Grantors jointly and severally agree to reimburse the Pari Passu Collateral Agent for its fees and expenses incurred hereunder as provided in Section 10.01 of the Credit Agreement and in any comparable provision of any other Pari Passu Document; provided that each reference therein to the "Borrower" or "Borrowers" (and any comparable term) shall be deemed to be a reference to the "Grantors".

(b) The Grantors jointly and severally agree to indemnify the Pari Passu Collateral Agent and the other Indemnified Parties as provided in Section 10.01 of the Credit Agreement and in any comparable provision of any other Pari Passu Document; provided that each reference therein to the "Borrower" or "Borrowers" (and any comparable term) shall be deemed to be a reference to the "Grantors".

(c) Any such amounts payable as provided hereunder or under Section 10.01 of the Credit Agreement and in any comparable provision of any other Pari Passu Document shall be additional Pari Passu Obligations secured hereby and by the other Collateral Agreements. The provisions of this Section shall survive and remain in full force and effect regardless of the termination of

this Agreement or any other Pari Passu Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Pari Passu Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Pari Passu Document, any investigation made by or on behalf of the Pari Passu Collateral Agent or any other Secured Party or the resignation or the removal of the Pari Passu Collateral Agent.

(d) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 5.04. Survival . All covenants, agreements, representations and warranties made by the Grantors in this Agreement, the other Pari Passu Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Pari Passu Document shall be considered to have been relied upon by the Pari Passu Collateral Agent and the other Secured Parties and shall survive the execution and delivery of the Pari Passu Documents and the extension of credit under the Pari Passu Documents (including making the Loans), regardless of any investigation made by or on behalf of the Pari Passu Collateral Agent, any other Secured Party or any other Person and notwithstanding that the Pari Passu Collateral Agent, any other Secured Party or any other Person may have had notice or knowledge of any Default or incorrect representation or warranty at the time any Pari Passu Document is executed and delivered or any credit is extended under any Pari Passu Document (including any Loans made), and shall continue in full force and effect as long as Pari Passu Obligations remain outstanding.

SECTION 5.05. Counterparts; Effectiveness; Successors and Assigns . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Pari Passu Collateral Agent and a counterpart hereof shall have been executed on behalf of the Pari Passu Collateral Agent, and thereafter shall be binding upon such Grantor and the Pari Passu Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Grantor, the Pari Passu Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein or in the Collateral (and any attempted assignment or transfer by any Grantor shall be null and void), except as expressly contemplated by this Agreement or any other Pari Passu Document. For the avoidance of doubt, it is understood that, subject to Section 10.04 of the Credit Agreement and to any comparable provision of any other Pari Passu Document, any holder of Pari Passu Obligations may assign or otherwise transfer all or any portion of its rights and obligations under any applicable Pari Passu Document (including, without limitation, all or any portion of its Loan or Loans, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder of Pari Passu Obligations herein or otherwise, in each case as provided in the applicable Pari Passu Document. Delivery of an executed counterpart of a signature page

of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 5.06. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 5.07. Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Immunity . (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREUNDER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HEREUNDER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER. EACH OF THE PARTIES HEREUNDER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5.01, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH DELIVERY. EACH OF THE PARTIES HEREUNDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE PARI PASSU COLLATERAL AGENT, ANY LENDER OR THE HOLDERS OF THE OTHER PARI PASSU OBLIGATIONS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY HEREUNDER IN ANY OTHER JURISDICTION.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) To the extent any Grantor or any property, assets or revenues of any Grantor may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, any of the other Pari Passu Documents or any of the transactions contemplated hereby or thereby, each Grantor hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consent to such relief and enforcement.

SECTION 5.08. WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.08.

SECTION 5.09. Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 5.10. Security Interest Absolute . All rights of the Pari Passu Collateral Agent hereunder, the Security Interest, the grant of the security interest in the

Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Pari Passu Document, any agreement with respect to any of the Pari Passu Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Pari Passu Obligations, or any other amendment to or waiver of, or any consent to any departure from, any Pari Passu Document, any agreement with respect to any of the Pari Passu Obligations or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other Collateral securing, or any release or amendment to or waiver of, or any consent to any departure from, any guarantee of, all or any of the Pari Passu Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Pari Passu Obligations or this Agreement.

SECTION 5.11. Termination or Release . (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the Pari Passu Obligations (other than contingent indemnification obligations and obligations in respect of secured cash management services (including Secured Cash Management Obligations)) have been paid in full and all Pari Passu Documents have been discharged.

(b) A Borrower Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Borrower Subsidiary Grantor shall be automatically released upon the release of such Guarantor from its Loan Guarantee pursuant to Section 4.11 of the Guarantee Agreement.

(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted by, and in accordance with, Section 7.22 of the Credit Agreement (other than a sale or other transfer to a Grantor), the security interest in such Collateral shall be automatically released.

(d) The pledge of the capital stock and other Equity Interests of the Borrower pursuant to Section 2.01 shall automatically be released, and all such Pledged Collateral shall be returned to its owner, upon the consummation of a Qualified DOV MLP IPO.

(e) Upon the consummation of each Event of Loss Offer in accordance with Section 4.02 of the Credit Agreement, the security interest in any remaining Excess Loss Proceeds shall be automatically released.

(f) In connection with any termination or release pursuant to paragraph (a), (b), (c), (d) or (e) of this Section 5.11, the Pari Passu Collateral Agent shall execute and deliver to any Grantor, at such Grantor's written request and sole expense, all documents that such Grantor shall reasonably request to evidence such termination or release; provided that (i) at the time of such request and such release no Default shall have occurred and be continuing as certified in

writing by such Grantor and (ii) such Grantor shall have delivered to the Pari Passu Collateral Agent, at least 10 Business Days (or such shorter period as the Pari Passu Collateral Agent may agree) prior to the date of the proposed release, a written request for release describing the item of Collateral or Grantor and the terms of the transaction in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Pari Passu Collateral Agent and a certificate of an officer of such Grantor certifying that the transaction is in compliance with the Pari Passu Documents and as to such other matters as the Pari Passu Collateral Agent may reasonably request and (iii) the proceeds of any such transaction required to be applied, or any payment to be made in connection therewith, in accordance with Section 7.22 of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Pari Passu Collateral Agent when and as required under Section 7.22 of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 5.11 shall be without recourse to or warranty by the Pari Passu Collateral Agent.

SECTION 5.12. Additional Subsidiaries . Pursuant to Section 7.07 of the Credit Agreement (or any equivalent section of any other Pari Passu Document), certain Subsidiaries not a party hereto on the Effective Date are required to enter into this Agreement as a Grantor thereafter. Upon the execution and delivery by the Pari Passu Collateral Agent and any such Subsidiary of a Supplement, such Subsidiary shall become a Borrower Subsidiary Grantor and a Grantor hereunder, with the same force and effect as if originally named as such herein. The execution and delivery of any Supplement shall not require the consent of any other Grantor. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower Subsidiary Grantor as a party to this Agreement.

SECTION 5.13. Further Assurances . Each of the Parent and the Borrower Subsidiary Grantors shall take all actions necessary in order to satisfy the requirements set forth in the definition of "Collateral and Guarantee Requirement" in the Credit Agreement.

SECTION 5.14. Pari Passu Collateral Agent's Duties . (a) The powers conferred on the Pari Passu Collateral Agent hereunder are solely to protect the Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Pari Passu Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Pari Passu Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

(b) The Pari Passu Collateral Agent shall not have any duties or obligations except those to which the Pari Passu Collateral Agent expressly agrees in the Pari Passu Documents. Without limiting the generality of the foregoing, (i) the Pari Passu Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing and (ii) the Pari Passu Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Pari Passu Documents that the Pari Passu Collateral Agent is expressly required under the terms of the Pari Passu Documents to exercise upon direction by the Directing Party. The Pari Passu Collateral Agent shall take such actions and exercise such remedies hereunder and under the other Pari Passu Documents as it is from time to time directed, in writing, to take or exercise by the Directing Party; provided that the Pari Passu Collateral Agent shall not be obligated to take any such action that adversely affects the rights, duties, liabilities or immunities of the Pari Passu Collateral Agent (and subject to the terms of the Pari Passu Documents). The Pari Passu Collateral Agent shall be entitled to rely conclusively, without any independent investigation whatsoever, and shall be fully protected in so relying, on any direction, instruction or consent of the Directing Party, if such direction, instruction or consent is purported to be given on behalf of the Directing Party. The Pari Passu Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Directing Party or in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable decision. In no event shall the Pari Passu Collateral Agent be liable, directly or indirectly, for any special, indirect, punitive or consequential damages (including, but not limited to, loss of profit), even if the Pari Passu Collateral Agent has been advised of the possibility of such damages.

(c) Anything contained herein to the contrary notwithstanding, with written notice to the Grantors, to the extent practicable, the Pari Passu Collateral Agent may from time to time appoint one or more subagents (each a " Subagent " ) for the Pari Passu Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that the Pari Passu Collateral Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Pari Passu Collateral Agent, for the benefit of the Secured Parties, as security for the Pari Passu Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Pari Passu Collateral Agent, with all rights, powers, privileges, interests and remedies of the Pari Passu Collateral Agent hereunder with respect to such Collateral, and (iii) the term "Pari Passu Collateral Agent," when used herein in relation to any rights, powers, privileges, interests and remedies of the Pari Passu Collateral Agent with respect to such Collateral, shall include such Subagent; provided , however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the

Pari Passu Collateral Agent. The Pari Passu Collateral Agent shall not be responsible for misconduct or negligence on the part of any Subagent appointed with due care by it hereunder.

(d) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by the Pari Passu Collateral Agent to any Person to realize upon any Collateral, shall be borne and paid by the Grantors. The Pari Passu Collateral Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in the Pari Passu Collateral Agent actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at the Grantors' sole risk.

(e) Except as expressly provided for herein, and subject to its right to reimbursement upon demand, the Pari Passu Collateral Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder or under any other Pari Passu Document.

(f) The Pari Passu Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the Pari Passu Collateral Agent has received a written notice or a certificate from or on behalf of a Grantor, Lender or a holder of Other Pari Passu Obligations stating that a Default or Event of Default has occurred. The Pari Passu Collateral Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it. The Pari Passu Collateral Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it in its sole discretion against its reasonable costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power, including an advance of moneys necessary to take the action requested. The Pari Passu Collateral Agent shall be under no obligation or duty to take any action under this Agreement or any of the other Pari Passu Documents or otherwise if taking such action (x) would subject the Pari Passu Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (y) would require the Pari Passu Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified.

(g) The Pari Passu Collateral Agent may consult with legal counsel of its own choosing as to any matter relating to this Agreement, and the Pari Passu Collateral Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel.

(h) Following receipt of a written request from a Secured Party, the Pari Passu Collateral Agent shall provide any written reports that it has received from any Loan Party to such Secured Party.

SECTION 5.15. Force Majeure . The Pari Passu Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Pari Passu Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communications facility).

SECTION 5.16. Pari Passu Collateral Agent Appointed Attorney-in-Fact . Each Grantor hereby appoints the Pari Passu Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Pari Passu Collateral Agent may deem necessary for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Pari Passu Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Notwithstanding the foregoing, the Pari Passu Collateral Agent shall only have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Pari Passu Collateral Agent's name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Pari Passu Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Pari Passu Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Pari Passu Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Pari Passu Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Pari Passu Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for

any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

SECTION 5.17. USA PATRIOT Act . The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act), the USA PATRIOT Act requires all financial institutions to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. Each Grantor agrees that it will provide to the Pari Passu Collateral Agent such information as it may request, from time to time, in order for the Pari Passu Collateral Agent to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

SECTION 5.18. Joinder Agreements . If at any time holders of Pari Passu Obligations wish to become a party hereto, such holders (or their applicable representatives or agents) shall execute a Joinder Agreement and shall thereafter for all purposes be Secured Parties hereunder and have the same rights, benefits and obligations as if they had been a Secured Party on the Effective Date.

SECTION 5.19. Third Party Beneficiaries . For the avoidance of doubt, the parties hereto intend that holders of Secured Hedging Obligations and Secured Cash Management Obligations shall be, and such holders are, intended third party beneficiaries of this Agreement.

SECTION 5.20. INTERCREDITOR AGREEMENT GOVERNS . NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT THAT THE INTERCREDITOR AGREEMENT IS ENTERED INTO, THE SECURITY INTERESTS CREATED HEREUNDER, THE POSSESSION OF ANY PLEDGED COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY (INCLUDING THE DISPOSITION OF ANY COLLATERAL) BY THE PARI PASSU COLLATERAL AGENT OR THE OTHER SECURED PARTIES HEREUNDER, WILL BE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, AND IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

		DRILLSHIPS OCEAN VENTURES INC., as the Borrower
		by
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIPS VENTURES PROJECTS INC., as Finco
		by
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		OCEAN RIG UDW INC., as Parent
		by
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIPS OCEAN VENTURES OPERATIONS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

[Signature Page to the Pledge and Security Agreement]

		OCEAN RIG CUNENE OPERATIONS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		OCEAN RIG CUBANGO OPERATIONS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIP SKIATHOS OWNERS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIP SKIATHOS SHAREHOLDERS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

[Signature Page to the Pledge and Security Agreement]

		DRILLSHIP SKYROS OWNERS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIP SKYROS SHAREHOLDERS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIP KYTHNOS OWNERS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

		DRILLSHIP KYTHNOS SHAREHOLDERS INC.,
		By
			/s/ Solon Drakoulis
			Name: Solon Drakoulis
			Title: Attorney-in-fact

[Signature Page to the Pledge and Security Agreement]

		OCEAN RIG BLOCK 33 BRASIL COÖPERATHIEF U.A.,
		By
			/s/ H.W. Wallage
			Name: H.W. Wallage
			Title: Attorney-in-fact

		OCEAN RIG BLOCK 33 BRASIL B.V.
		By
			/s/ H.W. Wallage
			Name: H.W. Wallage
			Title: Attorney-in-fact

[Signature Page to the Pledge and Security Agreement]

		DEUTSCHE BANK AG NEW YORK BRANCH, as Pari Passu Collateral Agent,
		By
			/s/ Dusan Lazarov
			Name: Dusan Lazarov
			Title: Director

		By
			/s/ Lisa Wong
			Name: Lisa Wong
			Title: Vice President

[Signature Page to the Pledge and Security Agreement]

Schedule I to the

Pledge and Security Agreement

BORROWER SUBSIDIARY GRANTORS

Drillships Ocean Ventures Inc.

Drillships Ventures Projects Inc.

Drillships Ocean Ventures Operations Inc.

Ocean Rig Cunene Operations Inc.

Ocean Rig Cubango Operations Inc.

Drillship Skiathos Owners Inc.

Drillship Skiathos Shareholders Inc.

Drillship Skyros Owners Inc.

Drillship Skyros Shareholders Inc.

Drillship Kythnos Owners Inc.

Drillship Kythnos Shareholders Inc.

Ocean Rig Block 33 Brasil Coöperatief U.A.

Ocean Rig Block 33 Brasil B.V.

Schedule II to
the Pledge and Security Agreement

EQUITY INTERESTS

Issuer	Number of Certificate	Registered Owner	Number and Class of Equity Interest	Percentage of Equity Interests
Drillships Ocean Ventures Inc.	1	Ocean Rig UDW Inc.	500 shares of common stock	100%
Drillships Ventures Projects Inc.	1	Drillships Ocean Ventures Inc.	500 shares of common stock	100%
Drillships Ocean Ventures Operations Inc.	1	Drillships Ocean Ventures Inc.	500 shares of common stock	100%
Ocean Rig Cunene Operations Inc.	1	Drillships Ocean Ventures Operations Inc.	500 shares of common stock	100%
Ocean Rig Cubango Operations Inc.	1	Drillships Ocean Ventures Operations Inc.	500 shares of common stock	100%
Drillship Skiathos Owners Inc.	1	Drillship Skiathos Shareholders Inc.	500 shares of common stock	100%
Drillship Skiathos Shareholders Inc.	2	Drillships Ocean Ventures Inc.	500 shares of common stock	100%
Drillship Skyros Owners Inc.	2	Drillship Skyros Shareholders Inc.	500 shares of common stock	100%
Drillship Skyros Shareholders Inc.	2	Drillships Ocean Ventures Inc.	500 shares of common stock	100%
Drillship Kythnos Owners Inc.	1	Drillship Kythnos Shareholders Inc.	500 shares of common stock	100%
Drillship Kythnos Shareholders Inc.	2	Drillships Ocean Ventures Inc.	500 shares of common stock	100%
Ocean Rig Block 33 Brasil Coöperatief U.A.	N/A	Drillships Ocean Ventures Operations Inc. and Drillships Ocean Ventures Inc.	2 membership interests	99% owned by Drillships Ocean Ventures Operatio Inc. 1% owned by Drillships Ocean Ventures Inc.
Ocean Rig Block 33 Brasil B.V.	N/A	Ocean Rig Block 33 Brasil Coöperatief U.A.	18,000 shares	100%

DEBT SECURITIES

Issuer	Principal Amount	Date of Note	Maturity Date
N/A	N/A	N/A	N/A

Schedule III to
the Pledge and Security Agreement

U.S. COPYRIGHTS OWNED

[State if no copyrights are owned. List in numerical order by Registration No.]

U.S. Copyright Registrations

Grantor	Title	Reg. No.	Author
N/A	N/A	N/A	N/A

ASSIGNABLE COPYRIGHT LICENSES

U.S. Copyrights

Grantor	Licensor Name and Address	Date of License/ Sublicense	Title of U.S. Copyright	Author	Reg. No.
N/A	N/A	N/A	N/A	N/A	N/A

Non-U.S. Copyrights

Grantor	Country	Licensor Name and Address	Date of License/Sublicensee	Title of Non-U.S. Copyrights	Author	Reg. No.
N/A	N/A	N/A	N/A	N/A	N/A	N/A

PATENTS

U.S. Patent Registrations

Grantor	Patent Numbers	Issue Date
N/A	N/A	N/A

TRADEMARK/TRADE NAMES

U.S. Trademark Registrations

Grantor	Mark	Reg. Date	Reg. No.
N/A	N/A	N/A	N/A

U.S. Trademark Applications

Grantor	Mark	Filing Date	Application No.
N/A	N/A	N/A	N/A

Exhibit I to the

Pledge and Security Agreement

SUPPLEMENT NO. __ dated as of [ ], (this " Supplement "), to the Pledge and Security Agreement dated as of July 25, 2014 (the " Security Agreement "), among Ocean Rig UDW Inc., a Marshall Islands corporation (" ParentUDW "), Drillships Ocean Ventures Inc., a Marshall Islands corporation (the " Borrower "), Drillships Ventures Projects Inc., a Delaware corporation ("Finco"), the subsidiaries from time to time party thereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Pari Passu Collateral Agent (in such capacity, the " Pari Passu Collateral Agent ").

A. Reference is made to (i) the Credit Agreement dated as of July 25, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among ParentUDW, the Borrower, Finco, the lenders from time to time party thereto (the " Lenders " ) and Deutsche Bank AG New York Branch, as Administrative Agent and the Pari Passu Collateral Agent, which provides for the incurrence of the Loans and permits the Borrowers to incur other Pari Passu Obligations subject to certain terms and conditions (the trustee or agent of which shall, upon the execution and delivery of a Joinder, become a party thereto on behalf of the holders or lenders of such other Pari Passu Obligations) and (ii) the Security Agreement.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Security Agreement, as applicable.

C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make the Loans and to induce the Pari Passu Collateral Agent to enter into the Credit Agreement. Section 5.12 of the Security Agreement provides that additional Subsidiaries may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the " New Subsidiary " ) is executing this Supplement in accordance with the requirements of the Credit Agreement or such other applicable Pari Passu Document.

Accordingly, the Pari Passu Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 5.12 of the Security Agreement, the New Subsidiary by its signature below becomes a Borrower Subsidiary Grantor and Grantor under the Security Agreement with the same force and effect as if originally named therein as a Borrower Subsidiary Grantor and Grantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Borrower Subsidiary Grantor and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Pari Passu

Obligations (as defined in the Security Agreement) (other than any Pari Passu Obligations of ParentUDW), does hereby create and grant to the Pari Passu Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary's right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Subsidiary. Each reference to a "Grantor" in the Security Agreement shall be deemed to include the New Subsidiary. The Security Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Pari Passu Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Pari Passu Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Pari Passu Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile or electronic transmission shall be effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a schedule with the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office, (b) set forth on Schedule II attached hereto is a true and correct schedule of all the Pledged Securities of the New Subsidiary and (c) set forth on Schedule III attached hereto is a true and correct schedule of Intellectual Property consisting of Copyrights, Patents and Trademarks of the New Subsidiary.

SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Security Agreement.

SECTION 9. The New Subsidiary agrees to reimburse the Pari Passu Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Pari Passu Collateral Agent.

IN WITNESS WHEREOF, the New Subsidiary and the Pari Passu Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

	[NAME OF NEW SUBSIDIARY],
	by	___________________________________
		Name: Title:

		Legal Name:
		Jurisdiction of Formation:
		Location of Chief Executive office:


	DEUTSCHE BANK AG NEW YORK BRANCH, as Pari Passu Collateral Agent,
	by	___________________________________
		Name: Title:

		___________________________________
		Name: Title:

Schedule I
to Supplement No. __ to the
Pledge and Security Agreement

NEW SUBSIDIARY INFORMATION

Name

Jurisdiction of Formation

Chief Executive Office

Schedule II
to Supplement No. __ to the
Pledge and Security Agreement

PLEDGED SECURITIES

Equity Interests

	Number of	Registered	Number and Class of	Percentage
Issuer	Certificate	Owner	Equity Interests	of Equity Interests

Debt Securities

Issuer

Principal Amount

Date of Note

Maturity Date

Schedule III
to Supplement No. __ to the
Pledge and Security Agreement

INTELLECTUAL PROPERTY

EXHIBIT II to the
Pledge and Security Agreement

[FORM OF] ASSIGNMENT OF EARNINGS

given by

[ASSIGNOR],
as Assignor,

in favor of

DEUTSCHE BANK AG NEW YORK BRANCH,

as Pari Passu Collateral Agent,

as Assignee

[DATE]

[VESSEL]

EXHIBIT II

ASSIGNMENT OF EARNINGS

[VESSEL]

THIS ASSIGNMENT OF EARNINGS (this " Assignment "), dated as of [DATE], is made by [ASSIGNOR], a [TYPE OF ORGANIZATION] organized and existing under the laws of [JURISDICTION], with its registered offices at [ADDRESS] (the " Assignor "), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, a New York banking corporation, as Pari Passu Collateral Agent (together with its successors and assigns, in such capacity, the " Assignee "), for and on behalf of the Secured Parties.

W I T N E S S E T H T H A T :

WHEREAS:

(A) The Assignor is the [sole owner][bareboat charterer] of the whole of the [Marshall Islands] registered vessel [NAME] (the " Vessel "), Official No. [NUMBER];

(B) Reference is made to the Credit Agreement dated as of July 25, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the " Credit Agreement " ) among Ocean Rig UDW Inc., a Marshall Islands corporation ("Parent"), Drillships Ocean Ventures Inc., a Marshall Islands corporation (the " Borrower "), Drillships Ventures Projects Inc., a Delaware corporation (" Finco " and, together with the Borrower, the " Borrowers "), the lenders from time to time party thereto and Deutsche Bank AG New York Branch as Administrative Agent and Pari Passu Collateral Agent, which provides for the incurrence of the Loans and permits the Borrowers to incur other Pari Passu Obligations subject to certain terms and conditions (the trustee or agent of which shall, upon the execution of a Joinder Agreement, become a party hereto on behalf of the holders or lenders of such other Pari Passu Obligations);

(C) Pursuant to the Pari Passu Documents, the Assignor has, jointly and severally with certain other Borrower Subsidiary Grantors, guaranteed the punctual payment, performance and observance when due of the obligations of the Borrowers under and in connection with the Pari Passu Obligations, including, but not limited to, the Borrowers' obligation to pay the principal of, and premium and interest on, the Loans, as provided in the Credit Agreement and the other Pari Passu Obligations as provided in the Pari Passu Documents and has agreed to execute an earnings assignment in favor of the Assignee as security for the payment or performance, as the case may be, of the Pari Passu Obligations (other than any Pari Passu Obligations of ParentUDW);

(D) As a condition precedent to the making of the Loans by the Lenders, each Grantor has executed and delivered that certain Pledge and Security Agreement dated July 25, 2014, among Parent, the Borrowers, certain subsidiaries of the Borrower party thereto and the Assignee (as amended, amended and restated, supplemented or otherwise modified from time to time, the " Security Agreement ");

(E) The Assignor is a wholly-owned subsidiary of the Borrower, will derive substantial direct and indirect benefits from the transactions contemplated by the Pari Passu

Documents, as applicable, and is willing to execute and deliver this Assignment in accordance with the terms of the Pari Passu Documents, as applicable; and

(F) The Assignor has given this Assignment as security for all of the Pari Passu Obligations under the Pari Passu Documents.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Assignor, the Assignor hereby agrees as follows:

SECTION 1. Defined Terms . Except as otherwise defined herein, terms defined in the Security Agreement shall have the same meanings when used herein.

SECTION 2. Grant of Security . As security for the payment and performance of the Pari Passu Obligations (other than the Pari Passu Obligations of ParentUDW), the Assignor, as legal and beneficial owner, does hereby assign, transfer and set over unto the Assignee, for the benefit of the Secured Parties, and does hereby grant the Assignee a security interest in, all of the Assignor's right, title and interest in and to (i) all earnings of the Vessel, including but not limited to all moneys and claims for moneys due and to become due thereto, whether as charterhire, freights, passage moneys, proceeds of off-hire and loss of hire insurances, loans, indemnities, payments or otherwise, under, and all claims for damages arising out of any breach of, any bareboat, time or voyage charter, contract of affreightment or other contract for the use or employment of the Vessel, (ii) all remuneration for salvage and towage services, demurrage and detention moneys and any other moneys whatsoever due or to become due to the Assignor arising from the use or employment of the Vessel, (iii) all moneys and claims for moneys due and to become due to the Assignor, and all claims for damages and any other compensation payable, in respect of the actual or constructive total loss of or the requisition for title or for hire or other compulsory acquisition of the Vessel, (iv) if the Vessel is employed on terms whereby any money falling within clauses (i), (ii) or (iii) above are pooled or share with any other Person, that proportion of the net receipts of the pooling or sharing arrangements which is attributable to the Vessel, and (v) all proceeds of all of the foregoing.

SECTION 3. Notice of Assignment . The Assignor shall promptly give notice, in the form annexed hereto as Exhibit 1, of this Assignment to any charterer or contractee of the Vessel in respect of a charter or contract.

SECTION 4. Payment . The Assignor shall cause all sums payable to the Assignor and assigned hereby to be paid directly to the applicable Earnings Account. The Assignor shall cause all charterparties, contracts of affreightment or any such other contracts of employment of the Vessel to specify that payments due to the Assignor be made directly to the Assignee for credit to the above referenced account. The Assignor does hereby confirm its pledge, assignment and grant to the Assignee of a security interest in all right, title and interest of the Assignor in and to the above referenced account. The Assignor does hereby confirm that an Earnings Account Control Agreement in respect of such Earnings Account has been executed by all requisite parties and remains in full force and effect.

SECTION 5. Concerning the Assignee .

5.1 The provisions of Section 9 of the Credit Agreement and Section 5.14 of the Security Agreement are incorporated herein by reference as if fully restated herein and shall inure to the benefit of the Assignee in respect of this Assignment and shall be binding upon the parties to the Pari Passu Documents in such respect.

5.2 The Assignee is authorized to take all such action as is provided to be taken by it as Assignee hereunder and under any other Collateral Agreement and all other action incidental thereto. As to any matters not expressly provided for herein, the Assignee shall act or refrain from acting in accordance with written instructions from the Directing Party.

5.3 The Assignee shall not be responsible for the existence, genuineness or value of any of the property hereby assigned or for the validity, perfection, continuation, priority or enforceability of the lien of this Assignment on any of the property hereby assigned, including without limitation the filing, form, content or renewal of UCC financing statements, this Assignment or similar documents or instruments, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. The Assignee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Assignment by the Assignor.

5.4 The Assignee will be entitled to rely on information from (A) its own records for information as to the holders of the Pari Passu Obligations, their holdings in the Pari Passu Obligations and actions taken by them, (B) any holder of Pari Passu Obligations for information as to its holdings in the Pari Passu Obligations and actions taken by it, to the extent that the Assignee has not obtained such information from the foregoing sources, and (C) Assignor, to the extent that the Assignee has not obtained information from the foregoing sources.

5.5 With prior written notice to the Assignor, to the extent practicable, any time or times, in order to comply with any legal requirement, the Assignee may appoint another bank or trust company or one or more other Persons, either to act as co-agent or co-agents, jointly with the Assignee, or to act as separate agent or agents on behalf of the Secured Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment (which may, in the discretion of the Assignee, include provisions for the protection of such co-agent or separate agent similar to the provisions of this Section 5).

SECTION 6. Performance under Charters; No Duty of Inquiry . The Assignor hereby undertakes that, notwithstanding the assignment herein contained, it shall punctually perform all its obligations under all charters and contracts pertaining to the Vessel to which it is a party. It is hereby expressly agreed that, anything contained herein to the contrary notwithstanding, the Assignor shall remain liable under all charters and contracts pertaining to the Vessel to which it is a party and shall perform its obligations thereunder, and the Assignee shall have no obligation or liability under any such charter or contract by reason of or arising out of the assignment contained herein, nor shall the Assignee be required to assume or be obligated in any manner to perform or fulfill any obligation of the Assignor under or pursuant to any such charter or contract or to make any payment or make any inquiry as to the nature or sufficiency of any payment received by the Assignee, or to present or file any claim or to take

any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder or pursuant hereto at any time or times.

SECTION 7. Requisition . The Assignor shall promptly notify the Assignee in writing of the commencement and termination of any period during which the Vessel may be requisitioned.

SECTION 8. Employment of Vessel . The Assignor hereby further covenants and undertakes to furnish promptly to the Assignee all such information as it may from time to time reasonably request regarding the employment, position and engagements of the Vessel.

SECTION 9. Negative Pledge . The Assignor does hereby warrant and represent that it has not transferred, assigned, pledged or otherwise disposed of, and hereby covenants that it shall not transfer, assign, pledge or otherwise dispose of, so long as this Assignment shall remain in effect, any of its right, title or interest in whole or in part to the moneys and claims hereby assigned to anyone other than the Assignee, and it shall not take or omit to take any action, the taking or omission of which might result in an alteration or impairment of the rights hereby assigned or any of the rights created in this Assignment.

SECTION 10. Power of Attorney . The Assignor does hereby irrevocably appoint and constitute the Assignee as the Assignor's true and lawful attorney-in-fact with full power (in the name of the Assignor or otherwise) should an Event of Default have occurred and be continuing to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys assigned hereby, to endorse any checks or other instruments or orders in connection therewith, to file any claims or take any action or institute any proceedings which may be necessary or advisable and otherwise to do any and all things which the Assignor itself could do in relation to the property hereby assigned.

SECTION 11. UCC Filings . The Assignor does hereby authorize the Assignee to do all things which may be necessary or advisable in order to perfect or maintain the security interest granted by this Assignment including, but not limited to, filing any and all Uniform Commercial Code financing statements or continuations thereof. For the avoidance of doubt, nothing herein shall require the Assignee to file Uniform Commercial Code financing statements or continuations thereof or be responsible for maintaining the security interests purported to be created as described herein (except for the accounting of moneys actually received by it hereunder and under any other Pari Passu Document).

SECTION 12. Application of Proceeds . All moneys collected or received from time to time by the Assignee pursuant to this Assignment shall be applied as provided in the Security Agreement.

SECTION 13. Continuing Security . The security created by this Assignment (i) shall be held by the Assignee as a continuing security for the payment in full of the Pari Passu Obligations (other than any Pari Passu Obligations of ParentUDW), (ii) shall not be satisfied by an intermediate payment or satisfaction of any part of the amount hereby secured and (iii) shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other

security now or hereafter held by the Assignee (for the benefit of the Secured Parties) for all or any part of the moneys hereby secured.

SECTION 14. Miscellaneous .

14.1 Further Assurances . The Assignor agrees that if this Assignment shall be, for any reason (including in the reasonable opinion of the Assignee based on the advice of counsel), insufficient in whole or in part to carry out the true intent and spirit hereof, it shall execute or cause to be executed such other documents or deliver or cause to be delivered such further instruments and documents as the Assignee may reasonably request or as may be necessary to obtain the full benefits of this Assignment and of the rights and powers herein granted to the Assignee including, without limitation, an alternative assignment.

14.2 Remedies Cumulative and Not Exclusive; No Waiver . Each and every right, power and remedy herein given to the Assignee shall be cumulative and shall be in addition to every other right, power and remedy of the Assignee now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy, whether herein given or otherwise existing, may be exercised from time to time, in whole or in part, and as often and in such order as may be deemed expedient by the Assignee, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No failure, delay or omission by the Assignee (on behalf of the Secured Parties) in the exercise of any right or power or in the pursuance of any remedy accruing upon any breach or default under any Pari Passu Document by the Assignor, the Borrowers or any other Borrower Subsidiary Grantor shall impair any such right, power or remedy or be construed to be a waiver of any such right, power or remedy or to be an acquiescence therein; nor shall the acceptance by the Assignee (on behalf of the Secured Parties) of any security or of any payment of or on account of any of the amounts due from the Assignor to the Assignee and maturing after any breach or default or of any payment on account of any past breach or default be construed to be a waiver of any right with respect to any future breach or default or of any past breach or default not completely cured thereby. In addition to the rights and remedies granted to it in this Assignment, the Assignee shall have rights and remedies of a secured party under the UCC.

14.3 Successors and Assigns . This Assignment and all obligations of the Assignor hereunder shall be binding upon the successors and assigns of the Assignor and shall, together with the rights and remedies of the Assignee hereunder, inure to the benefit of the Assignee, its respective successors and assigns.

14.4 Waiver; Amendment . None of the terms and conditions of this Assignment may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Assignor and the Assignee.

shall be liberally construed in favor of the Assignee in order to carry out the intentions of the parties hereto as nearly as may be possible. The invalidity and unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

14.6 Notices . All notices, requests, demands and other communications to any party hereunder shall be in writing (including prepaid overnight courier, facsimile transmission, electronic transmission or similar writing) and shall be given to such party at the address, facsimile number or email address set forth below or at such other address or facsimile numbers as such party may hereafter specify for the purpose by notice to each other party hereto. Any notice sent by facsimile or electronic transmission shall be confirmed by letter dispatched as soon as practicable thereafter.

If to the Assignor:	[NAME] c/o OCEAN RIG UDW INC. Cyprus office, Tribune House 10 Skopa Street, CY1075 Nicosia, Cyprus Facsimile No.: +357 22761542 Telephone No.: +357 22767515 Email: Law@kkgadvocates.com Attention: Mr. Savvas Georghiades

If to the Assignee:	Deutsche Bank AG New York Branch Trust and Agency Services 60 Wall Street, 27th Floor Mail Stop: NYC60-2710 New York, New York 10005 USA Attn: Corporate Team, Drillships Ocean Ventures Facsimile No.: (732) 578-4635

Every notice or other communication shall, except so far as otherwise expressly provided by this Assignment, be deemed to have been received (provided that it is received prior to 5 p.m. New York City time; otherwise it shall be deemed to have been received on the next following Business Day) (i) if given by facsimile or electronic transmission, on the date of dispatch thereof (provided further that if the date of dispatch is not a Business Day in the locality of the party to whom such notice or demand is sent, it shall be deemed to have been received on the next following Business Day in such locality) or (ii) if given by mail, prepaid overnight courier or any other means, when received at the address specified in this Section or when delivery at such address is refused.

facsimile or electronic transmission, the Assignor shall also deliver an originally executed copy as soon as practicable, but the failure of the Assignor to deliver an originally executed copy of this Assignment shall not affect the validity or effectiveness of this Assignment.

14.8 References . References herein to Sections, Exhibits and Schedules are to be construed as references to sections of, exhibits to, and schedules to, this Assignment, unless the context otherwise requires.

14.9 Headings . In this Assignment, Section headings are inserted for convenience of reference only and shall not be taken into account in the interpretation of this Assignment.

14.10 Termination . This Assignment and the security interests granted herein shall terminate when all the Pari Passu Obligations (other than contingent indemnification obligations and obligations in respect of secured cash management services (including Secured Cash Management Obligations)) have been paid in full.

SECTION 15. Applicable Law, Jurisdiction, Waivers, Joinders and Intercreditor Arrangements .

15.1 Governing Law; Jurisdiction; Consent to Service of Process . THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS ASSIGNMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS ASSIGNMENT, EACH PARTY HEREUNDER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HEREUNDER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS ASSIGNMENT BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER. EACH OF THE PARTIES HEREUNDER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.6, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH DELIVERY. EACH OF THE PARTIES HEREUNDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE PARI PASSU COLLATERAL AGENT, ANY LENDER OR THE HOLDERS OF THE OTHER PARI PASSU OBLIGATIONS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY HEREUNDER IN ANY OTHER JURISDICTION.

15.2 WAIVER OF IMMUNITY . TO THE EXTENT THAT THE ASSIGNOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY, ON THE GROUNDS OF SOVEREIGNTY OR OTHERWISE, FROM ANY LEGAL ACTION, SUIT OR PROCEEDING, FROM SET-OFF OR COUNTERCLAIM, FROM THE COMPETENT JURISDICTION OF ANY COURT, FROM SERVICE OF PROCESS, FROM ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OF A JUDGMENT, OR FROM ANY OTHER LEGAL PROCESS OR REMEDY) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE ASSIGNOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS ASSIGNMENT.

15.3 WAIVER OF JURY TRIAL . EACH OF THE ASSIGNOR AND THE ASSIGNEE HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS ASSIGNMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE SEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.3.

15.4 Joinder Agreements . If at any time holders of Pari Passu Obligations wish to become a party hereto, such holders (or their applicable representatives or agents) shall execute a Joinder Agreement, substantially in the form of Exhibit 2 hereto, and shall thereafter for all purposes be Secured Parties hereunder and have the same rights, benefits and obligations as if they had been a Secured Party on the Effective Date.

15.5 INTERCREDITOR AGREEMENT GOVERNS . NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT THAT THE INTERCREDITOR AGREEMENT IS ENTERED INTO, THE SECURITY INTERESTS CREATED HEREUNDER AND THE EXERCISE OF ANY RIGHT OR REMEDY (INCLUDING THE DISPOSITION OF ANY COLLATERAL) BY THE PARI PASSU COLLATERAL AGENT OR THE OTHER SECURED PARTIES HEREUNDER, WILL BE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, AND IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS ASSIGNMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

[Signature page follows]

IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed and delivered on the day and year first above written.

	[ASSIGNOR]
	By	_______________________________________
		Name: Title:

EXHIBIT 1

EARNINGS ASSIGNMENT NOTICE

TO:

TAKE NOTICE:

(a) that by an Assignment of Earnings dated as of [DATE] made by us to DEUTSCHE BANK AG NEW YORK BRANCH, as Pari Passu Collateral Agent (the "Assignee"), we, the [sole owner][bareboat charterer] of the [JURISDICTION] registered vessel [VESSEL] (the "Vessel"), Official No. [NUMBER], have assigned to the Assignee as from the date hereof a security interest in all our right, title and interest in and to:

(i) any moneys whatsoever payable to us under any bareboat, time or voyage charter, contract of affreightment or other contract for the use or employment of the Vessel, all freights, hires, passage moneys and all other rights and benefits whatsoever accruing to us thereunder, including (but without prejudice to the generality of the foregoing) all claims for damages in respect of any breach by any charterer or other party thereto of any such bareboat, time or voyage charter, contract of affreightment or other contract for the use or employment of the Vessel; and

(ii) all freights, hires, passage moneys or other compensation payable to us in the event of the requisition of the Vessel for title or hire, remuneration for salvage and towage services, demurrage and detention moneys and any other earnings whatsoever due or to become due to us arising from the use or employment of the Vessel; and

(b) that you are hereby irrevocably authorized and instructed to pay as from the date hereof all of such aforesaid moneys to the Assignee to the following account: Account no. [•] in the name of [•] with [•].

DATED: [DATE]

	[ASSIGNOR]
	By
		Name: Title:

EXHIBIT 2

[FORM OF] JOINDER AGREEMENT

JOINDER AGREEMENT dated as of [ ● ], 20[ ● ] (this " Joinder Agreement " ) is delivered pursuant to that certain ASSIGNMENT OF EARNINGS dated as of [ ● ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the " Assignment "), given by [ Assignor ], as Assignor, in favor of Deutsche Bank AG New York Branch, as Pari Passu Collateral Agent, as Assignee, with respect to [ Vessel ]. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Assignment.

WHEREAS, Section 15.4 of the Assignment provides that holders of Pari Passu Obligations may, by execution of a joinder agreement in the form of this Joinder Agreement, become parties to the Assignment and, thereafter, for all purposes be Secured Parties under the Assignment and have the same rights, benefits and obligations as if they had been Secured Parties on the Effective Date.

WHEREAS, [ insert parties to new Pari Passu Obligations agreement ] have entered into that certain [ insert title of the new Pari Passu Obligations agreement ] dated as of [ ● ], 20[ ● ] (as it may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the " New Pari Passu Obligations Agreement ").

WHEREAS, in accordance with the foregoing, by execution and delivery hereof by [ insert the name of the agent for the secured parties under the New Pari Passu Obligations Agreement ] (the " New Pari Passu Obligations Agent "), for itself and as agent for the other [[Secured Parties][ insert appropriate defined term ]] under and as defined in the New Pari Passu Obligations Agreement (the New Pari Passu Obligations Agent, together with such [[Secured Par-ties][ insert appropriate defined term ]], the " New Pari Passu Obligations Secured Parties "), the New Pari Passu Obligations Secured Parties shall become bound by the terms of the Assignment in the same capacity and to the same extent as the Secured Parties (as such term is used in the Assignment) immediately prior to giving effect to this Joinder Agreement.

NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

SECTION 1 .

(a) Pursuant to Section 15.4 of the Assignment, the New Pari Passu Obligations Agent hereby binds itself and each of the other New Pari Passu Obligations Secured Parties to the terms of the Assignment. The Assignment is hereby incorporated by reference. This Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b) The New Pari Passu Obligations Agent, the Assignee and the Assignor, by their execution of this Joinder Agreement, hereby certify, acknowledge, agree and confirm that, effective as of the date first written above:

(i) the New Pari Passu Obligations Secured Parties shall be "Secured Parties" for all purposes of the Assignment from and after the date hereof;

(ii) the New Pari Passu Obligations Agreement, together with the [[Loan Documents][ insert appropriate defined term ]] as defined in the New Pari Passu Obligations Agreement, shall be "Pari Passu Documents" for all purposes of the Assignment from and after the date hereof; and

(iii) the [[Obligations][ insert appropriate defined term ]] under and as defined in the New Pari Passu Obligations Agreement shall be "Pari Passu Obligations" for all purposes of the Assignment from and after the date hereof.

SECTION 2 .

(a) The New Pari Passu Obligations Agent hereby represents and warrants to the Assignor and the Assignee that (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Joinder Agreement, (ii) this Joinder Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms and (iii) it is authorized under the New Pari Passu Obligations Agreement to enter into this Joinder Agreement.

(b) The Assignor hereby represents and warrants to the Assignee and the New Pari Passu Obligations Agent that (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Joinder Agreement, (ii) this Joinder Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms and (iii) the execution, delivery and performance by it of this Joinder Agreement (A) do not require any consent or approval of, registration or filing with or any other action by any governmental authority and (B) will not violate any applicable law or regulation or its charter, by-laws or other organizational documents or any order of any governmental authority or any indenture, agreement or other instrument binding upon it.

SECTION 3 . The New Pari Passu Obligations Agent, on behalf of itself and the other New Pari Passu Obligations Secured Parties, hereby appoints Deutsche Bank AG New York Branch to act as Pari Passu Collateral Agent on behalf of the New Pari Passu Obligations Secured Parties under the Assignment.

SECTION 4 . This Joinder Agreement shall become effective when it shall have been duly executed by the New Pari Passu Obligations Agent and the Assignor and acknowledged by the Assignee. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

SECTION 5 . Except as expressly modified hereby, the Assignment shall remain in full force and effect.

SECTION 6 . THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder Agreement as of the day and year first above written.

	[ ], as New Pari Passu Obligations Agent

	By	___________________________________
		Name: Title:

	[ ], as Assignor
	By	___________________________________
		Name: Title:

Acknowledged and Accepted by:

DEUTSCHE BANK AG NEW YORK BRANCH,

as Assignee

By: ______________________________________

Name:

Title:

EXHIBIT III to the
Pledge and Security Agreement

[FORM OF] ASSIGNMENT OF INSURANCES

given by

[ASSIGNOR],
as Assignor,

in favor of

DEUTSCHE BANK AG NEW YORK BRANCH,

as Pari Passu Collateral Agent,

as Assignee

[DATE]

[VESSEL]

EXHIBIT III

ASSIGNMENT OF INSURANCES

[VESSEL]

THIS ASSIGNMENT OF INSURANCES (this " Assignment "), dated as of [DATE], is made by [ASSIGNOR], a [TYPE OF ORGANIZATION] organized and existing under the laws of [JURISDICTION] with its registered offices at [ADDRESS] (the " Assignor "), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, a New York banking corporation, as Pari Passu Collateral Agent (together with its successors and assigns, in such capacity, the " Assignee "), for and on behalf of the Secured Parties.

W I T N E S S E T H T H A T :

WHEREAS:

(A) [OWNER] is the sole owner of the whole of the [JURISDICTION] registered vessel [NAME] (the " Vessel "), Official No. [NUMBER][, and Assignor is [the direct][an indirect] [parent company][subsidiary] of [OWNER] and holds rights to Insurances (as defined below) in respect of the Vessel]; ¹

(C) Pursuant to the Pari Passu Documents, the Assignor has, jointly and severally with certain other Borrower Subsidiary Grantors, guaranteed the punctual payment, performance and observance when due of the obligations of the Borrowers under and in connection with the Pari Passu Obligations, including, but not limited to, the Borrowers' obligation to pay the principal of, and premium and interest on, the Loans, as provided in the Credit Agreement and the other Pari Passu Obligations as provided in the Pari Passu Documents and has agreed to execute an insurances assignment in favor of the Assignee as security for the payment or performance, as the case may be, of the Pari Passu Obligations (other than any Pari Passu Obligations of ParentUDW);

^{___________________________________________________}

¹ Revise as necessary to reflect structure.

Assignee (as amended, amended and restated, supplemented or otherwise modified from time to time, the " Security Agreement ");

(E) The Assignor is a wholly-owned subsidiary of the Borrower, will derive substantial direct and indirect benefits from the transactions contemplated by the Pari Passu Documents, as applicable, and is willing to execute and deliver this Assignment in accordance with the terms of the Pari Passu Documents, as applicable; and

(F) The Assignor has given this Assignment as security for all of the Pari Passu
Obligations under the Pari Passu Documents.

SECTION 1. Defined Terms . Except as otherwise defined herein, terms defined in the Security Agreement shall have the same meanings when used herein.

SECTION 3. Loss Payable Clauses . The Assignor shall ensure that: (1) all Insurances, except entries in Protection and Indemnity Associations or Clubs or insurances effected in lieu of such entries, relating to the Vessel shall contain a loss payable and notice of cancellation clause in substantially the form annexed hereto as Exhibit 1.

(2) All entries in Protection and Indemnity Associations or Clubs or insurances effected in lieu of such entries relating to the Vessel shall contain a loss payable and notice of cancellation clause in substantially the form annexed hereto as Exhibit 2.

SECTION 4. Covenants and Undertakings; Notices . The Assignor hereby covenants with the Assignee that: (1) It shall do or permit to be done each and every act or thing which the Assignee may from time to time reasonably request to be done or that may be necessary for the purpose of enforcing the Assignee's rights under this Assignment and shall allow its name to be used as and when required by the Assignee for that purpose; and

(2) It shall forthwith give notice in the form annexed hereto as Exhibit 3, or cause its insurance brokers to give notice, of this Assignment to all insurers, underwriters, clubs and associations providing insurance in connection with the Vessel and her earnings and ensure that such notice is endorsed on all the policies and entries of insurances in respect of the Vessel and her earnings.

SECTION 5. Concerning the Assignee .

SECTION 6. No Duty of Inquiry . The Assignee shall not be obliged to make any inquiry as to the nature or sufficiency of any payment received by it hereunder or to make any claim or take any other action to collect any moneys or to enforce any rights and benefits hereby assigned to the Assignee or to which the Assignee may at any time be entitled hereunder

except such reasonable action as may be requested by any lender, underwriter, association or club. The Assignor shall remain liable to perform all of its obligations in relation to the property hereby assigned and the Assignee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever (including, without limitation, any obligation or liability with respect to the payment of premiums, calls, assessments or any other sums at any time due and owing in respect of the Insurances) in the event of any failure by the Assignor to perform such obligations.

SECTION 7. Requisition . The Assignor shall promptly notify the Assignee in writing of the commencement and termination of any period during which the Vessel may be requisitioned.

SECTION 12. Application of Proceeds . All moneys collected or received from time to time by the Assignee pursuant to this Assignment shall be applied as provided in the Security Agreement.

SECTION 14. Miscellaneous .

14.5 Invalidity . If any provision of this Assignment shall at any time, for any reason, be declared invalid, void or otherwise inoperative by a court of competent jurisdiction, such declaration or decision shall not affect the validity of any other provision or provisions of this Assignment, or the validity of this Assignment as a whole and, to the fullest extent permitted by law, the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Assignee in order to carry out the intentions of the parties hereto as nearly as may be possible. The invalidity and unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

If to the Assignor:
	[NAME] c/o OCEAN RIG UDW INC. Cyprus office, Tribune House 10 Skopa Street, CY1075 Nicosia, Cyprus Facsimile No.: +357 22761542 Telephone No.: +357 22767515 Email: Law@kkgadvocates.com Attention: Mr. Savvas Georghiades
If to the Assignee:
	Deutsche Bank AG New York Branch Trust and Agency Services 60 Wall Street, 27th Floor Mail Stop: NYC60-2710 New York, New York 10005 USA Attn: Corporate Team, Drillships Ocean Ventures Facsimile No.: (732) 578-4635

other means, when received at the address specified in this Section or when delivery at such address is refused.

14.7 Electronic Delivery . Delivery of an executed copy of this Assignment by facsimile or electronic transmission shall be deemed as effective as delivery of an originally executed copy. In the event that the Assignor delivers an executed copy of this Assignment by facsimile or electronic transmission, the Assignor shall also deliver an originally executed copy as soon as practicable, but the failure of the Assignor to deliver an originally executed copy of this Assignment shall not affect the validity or effectiveness of this Assignment.

14.9 Headings . In this Assignment, Section headings are inserted for convenience of reference only and shall not be taken into account in the interpretation of this Assignment.

SECTION 15. Applicable Law, Jurisdiction, Waivers, Joinders and Intercreditor Arrangements .

SECTION 14.6, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH DELIVERY. EACH OF THE PARTIES HEREUNDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE PARI PASSU COLLATERAL AGENT, ANY LENDER OR THE HOLDERS OF THE OTHER PARI PASSU OBLIGATIONS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY HEREUNDER IN ANY OTHER JURISDICTION.

15.4 Joinder Agreements . If at any time holders of Pari Passu Obligations wish to become a party hereto, such holders (or their applicable representatives or agents) shall execute a Joinder Agreement, substantially in the form of Exhibit 4 hereto, and shall thereafter for all purposes be Secured Parties hereunder and have the same rights, benefits and obligations as if they had been a Secured Party on the Effective Date.

[Signature page follows]

IN WITNESS WHEREOF, the Assignor has caused this Assignment to be executed and delivered on the day and year first above written.

	[ASSIGNOR]
	By
		Name: Title:

[ Signature page to Assignment of Insurances ([•]) ]

EXHIBIT 1

LOSS PAYABLE CLAUSE

Hull and Machinery ( Marine & War Risks)

In the event of the actual total loss or agreed, compromised or constructive total loss or requisition for title or other compulsory acquisition of the Vessel and claims payable in respect of a major casualty, that is to say any claim (or the aggregate of which) exceeding US$15,000,000 payment shall be made to Deutsche Bank AG New York Branch, as Pari Passu Collateral Agent (the " Mortgagee "). All other claims, unless and until the insurers have received notice from the Mortgagee of an Event of Default that is unremedied under the Credit Agreement in which event all claims shall be payable to the Mortgagee up to the Secured Parties, shall be released directly for the repair, salvage or other charges involved or to the Assignor (as the case may be) as reimbursement if it has fully repaired the damage and paid all of the salvage or other charges or otherwise in respect of the Assignor's actual costs in connection with repair, salvage and/or other charges. Any amounts paid to the Assignor directly shall be paid to the following account: Account no. [•] in the name of [•] with [•].

The Mortgagee shall be advised:

(1) Immediately of any material changes which are proposed to be made in terms of the insurances or if the underwriters cease to be underwriters for any purposes connected with the insurances;

(2) Not later than fourteen (14) days or prior to the expiry of any of the insurances if instructions have not been received for the renewal or further renewal thereof and in the event of instructions being received to renew or further to renew of the details thereof; and

(3) Immediately of any instructions or notices received by the insurer with regard to the cancellation or invalidity of any of the insurances.

EXHIBIT 2

LOSS PAYABLE CLAUSE

Protection and Indemnity

It is noted that

Deutsche Bank AG New York Branch, as Pari Passu Collateral Agent

is interested as first preferred Mortgagee in the vessel and that by an assignment in writing all benefits under the Policy have been assigned to the Mortgagee. Claims payable hereunder shall be payable to the Owner or to its order until such time as notice in writing is received from the Mortgagee that the Owner is in default under the above mentioned Mortgage. All recoveries thereafter shall be payable to the Mortgagee, or to its order, provided always that the insurer is free to make payments in discharge of any guarantee issued in favor of third parties and further to make payments directly to a third party in discharge of a claim against the Owner and/or the Association.

The Mortgagee shall be advised:

(1) Immediately of any material changes which are proposed to be made in terms of the insurances or if the underwriters cease to be underwriters for any purposes connected with the insurances;

(3) Immediately of any instructions or notices received by the insurer with regard to the cancellation or invalidity of any of the insurances.

EXHIBIT 3

NOTICE OF ASSIGNMENT OF INSURANCES

TO:

TAKE NOTICE:

(a)

that by an Assignment of Insurances dated as of July [•], 2014 made by us to Deutsche Bank AG New York Branch, as Pari Passu Collateral Agent (the " Assignee "), a copy of which is attached hereto, we have assigned to the Assignee from and including the date hereof, inter alia, all our right, title and interest in, to and under all policies and contracts of insurance, including our rights under all entries in any Protection and Indemnity or War Risk Association or Club, which are from time to time taken out by us in respect of the [JURISDICTION] registered vessel [NAME] (the " Vessel "), Official No. [NUMBER], and its earnings and all the benefits thereof including all claims of whatsoever nature (all of which together are hereinafter called the " Insurances ").

(b)

that all claims related to the event of the actual total loss or agreed, compromised or constructive total loss or requisition for title or other compulsory acquisition of the Vessel and claims payable in respect of a major casualty, that is to say any claim (or the aggregate of which) exceeding US$15,000,000 payment shall be made to the Assignee. All other claims, unless and until the insurers have received notice from the Assignee of an Event of Default that is unremedied under the Credit Agreement in which event all claims shall be payable to the Assignee to the Secured Parties up to their mortgage interest, shall be released directly for the repair, salvage or other charges involved or to the Assignor (as the case may be) as reimbursement if it has fully repaired the damage and paid all of the salvage or other charges or otherwise in respect of the Assignor's actual costs in connection with repair, salvage and/or other charges. Any payments made directly to the Assignor shall be paid to the following account: Account no. [•] in the name of [•] with [•].

(c)

that you are hereby irrevocably authorized and instructed to pay as from the date hereof all payments under

(i)

all Insurances, except entries in Protection and Indemnity Associations or Clubs or insurances effected in lieu of such entries, relating to the Vessel in accordance with the loss payable clause in Exhibit 1 of the Assignment of Insurances; and

(ii)

all entries in Protection and Indemnity Associations or Clubs or insurances affected in lieu of such entries relating to the Vessel in accordance with the loss payable clause in Exhibit 2 of the Assignment of Insurances.

(d)

that you are hereby instructed to endorse the assignment, notice of which is given to you herein, on all policies or entries relating to the Vessel.

[ Signature page follows ]

DATED: [DATE]

	[ASSIGNOR]
	By
		Name: Title:

We hereby acknowledge receipt of the foregoing Notice of Assignment and agree to act in accordance with the terms thereof:

By ____________________________________

Name:

Title:

EXHIBIT 4

[FORM OF] JOINDER AGREEMENT

JOINDER AGREEMENT dated as of [ ● ], 20[ ● ] (this " Joinder Agreement " ) is delivered pursuant to that certain ASSIGNMENT OF INSURANCES dated as of [ ● ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the " Assignment "), given by [ Assignor ], as Assignor, in favor of Deutsche Bank AG New York Branch, as Pari Passu Collateral Agent, as Assignee, with respect to [ Vessel ]. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Assignment.

NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

SECTION 1 .

(i) the New Pari Passu Obligations Secured Parties shall be "Secured Parties" for all purposes of the Assignment from and after the date hereof;

SECTION 2 .

SECTION 5 . Except as expressly modified hereby, the Assignment shall remain in full force and effect.

SECTION 6 . THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder Agreement as of the day and year first above written.

	[ ], as New Pari Passu Obligations Agent

	By
		Name: Title:

	[ ], as Assignor
	By
		Name: Title:

Acknowledged and Accepted by:

DEUTSCHE BANK AG NEW YORK BRANCH,

as Assignee

By: ______________________________________

Name:

Title:

Exhibit IV to the
Pledge and Security Agreement

Dated 2014

OCEAN RIG BLOCK 33 BRASIL COÖPERATIEF U.A.

and

OCEAN RIG BLOCK 33 BRASIL B.V.
as Chargors

and

DEUTSCHE BANK AG NEW YORK BRANCH
as Pari Passu Collateral Agent

_________________________________________

ACCOUNTS SECURITY DEED

_________________________________________

CONTENTS

Clause		Page
1	DEFINITIONS AND INTERPRETATION	2
2.	CHARGING CLAUSE	4
3.	CONTINUING SECURITY	4
4.	UNDERTAKINGS	5
5.	DISCHARGE CONDITIONAL	6
6.	CONTINUING LIABILITY OF CHARGORS	6
7.	ENFORCEMENT	7
8.	POWER OF ATTORNEY	8
9.	ASSIGNMENTS AND TRANSFERS	8
10.	DISCHARGE OF SECURITY	9
11.	MISCELLANEOUS	9
12.	NOTICES	10
13.	APPLICABLE LAW AND JURISDICTION	10

SCHEDULE 1 -NOTICE TO ACCOUNT BANK	12
SCHEDULE 2 - ACKNOWLEDGMENT FROM ACCOUNT BANK	14

THIS DEED OF CHARGE is made on 2014

BETWEEN

(1)

OCEAN RIG BLOCK 33 BRASIL COÖPERATIEF U.A. , a cooperatief having its official seat ( statutaire zetel ) in Amsterdam, the Netherlands and registered with the Dutch trade register under number 55821464 whose registered office is at Claude Debussylaan 24, 1082 MD Amsterdam, the Netherlands (the " Cooperative ");

(2)

OCEAN RIG BLOCK 33 BRASIL B.V. , a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) , having its official seat ( statutaire zetel ) in Amsterdam, the Netherlands and registered with the Dutch trade register under number 55821812 whose registered office address is at Claude Debussylaan 24, 1082 MD Amsterdam, the Netherlands (the " Company "; together with the Cooperative, the " Chargors "); and

(3)	DEUTSCHE BANK AG NEW YORK BRANCH , a bank incorporated in Germany acting through its branch at 60 Wall Street, 2 ^nd Floor, New York, New York 10005, United States of America, in its capacity as security agent and trustee for the Secured Parties (the " Pari Passu Collateral Agent ").

WHEREAS

(A)

By a credit agreement dated on or about the date of this Agreement (the " Credit Agreement ") made between, among others, (1) Drillships Ocean Ventures Inc. as borrower (the " Borrower "), (2) Drillships Ventures Projects Inc. as finco (" Finco "), (3) Ocean Rig UDW Inc as parent (" Parent "), (4) the lenders party thereto from time to time (the " Lenders "), (5) Deutsche Bank AG New York Branch as administrative agent, and (6) the Pari Passu Collateral Agent, the Lenders agreed to make available to the Borrower and its wholly-owned subsidiary Drillships Ventures Projects Inc. a loan of $1,300,000,000.

(B)	The Chargors maintain with the Account Bank, the following accounts:

(a)

with respect to the Cooperative, a Dollar denominated account with account number 0046242502; and

(b)

with respect to the Company, a Dollar denominated account with account number 0046212602

(each an " Account " and, together, the " Accounts ").

(C)	As security for the payment, performance and discharge of the Pari Passu Obligations, the Chargors have agreed to enter into this Deed.

(D)	This Deed and the Charged Property form part of the trust property which, pursuant to the Credit Agreement, the Pari Passu Collateral Agent holds on trust for itself and the other Secured Parties.

IT IS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

Words and expressions defined in the Credit Agreement shall, unless otherwise expressly provided herein or the context otherwise requires, have the same meanings when used in this Deed, including the Recitals. In addition, in this Deed:

" Account Bank " means Nordea Bank Finland plc, a bank incorporated as a public limited company in Finland, (Business Identity Code 1680235-8), Registered Office: Aleksanterinkatu 36 B, Helsinki, FI-00020 Nordea, Finland, acting through its London Branch at 8th Floor, City Place House, 55 Basinghall Street, London EC2V 5NB, United Kingdom and includes any other branch of Nordea Bank Finland plc;

" Charged Property " means the Accounts and the Credit Balances;

" Credit Balance " means, in relation to an Account:

(a)

the amount for the time being standing to the credit of that Accounts; and

(b)

any amount received by or for the account of the Pari Passu Collateral Agent which the Pari Passu Collateral Agent is under a duty to credit to that Account but which the Pari Passu Collateral Agent has not yet credited to such Account; and

(c)

any interest accrued or accruing on an amount covered by paragraph (a) or (b) above, whether or not the interest has been credited to that Account;

" Delegate " means any person appointed by the Pari Passu Collateral Agent as its delegate pursuant to Clause 9.3;

" Financial Collateral " has the meaning given to that expression in the Financial Collateral Regulations;

" Financial Collateral Regulations " means the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003/3226);

" Secured Parties " has the meaning given to such term in the Security Agreement;

" Security Agreement " means the New York law-governed pledge and security agreement dated on or about the date of this Deed and made between, among others, (1) the Parent, (2) the Borrower, (3) Finco, (4) various other Subsidiaries from time to time party thereto, and (5) the Pari Passu Collateral Agent;

" Security Financial Collateral Arrangement " has the meaning given to that expression in the Financial Collateral Regulations.

1.2	General interpretation

In this Deed:

1.2.1

unless the context otherwise requires, words in the singular include the plural and vice versa;

1.2.2

references to any document include the same as varied, supplemented or replaced from time to time;

1.2.3

references to any enactment include re-enactments, amendments and extensions of that enactment;

1.2.4

references to any person include that person's successors and permitted assigns;

1.2.5

clause headings are for convenience of reference only and are not to be taken into account in construction;

1.2.6

unless otherwise specified, references to Clauses and Recitals are to Clauses of and the Recitals to this Deed;

1.2.7

any words following the terms " including ", " include ", " in particular " or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

1.2.8

references to the Account include all sub-accounts thereof and any substitute account from time to time opened by the Chargors or either of them at the request of the Pari Passu Collateral Agent (whether with another bank or any branch, sub-branch or subsidiary of the Pari Passu Collateral Agent).

1.3	Agreement to prevail

This Deed shall be read together with the other Pari Passu Documents and, in the case of any conflict between this Deed and the Credit Agreement, the latter shall prevail.

1.4	Third party rights

1.4.1

Subject to Clause 1.4.2, a third party (being any person other than the Chargors, any Secured Party and its permitted successors and assigns, and any Delegate) has no right under the Contracts (Rights of Third Parties) Act 1999 (the " Third Parties Act ") to enforce or enjoy the benefit of any term of this Deed.

1.4.2

Notwithstanding Clause 1.4.1 but subject always to Clause 1.4.3 and the provisions of the Third Parties Act, any officer, employee or agent of the Pari Passu Collateral Agent may rely upon the relevant provisions of Clause 7.4 and Clause 8.1.1.

1.4.3

Notwithstanding any term of this Deed or any other Pari Passu Document, the consent of any person who is not a party to this Deed (other than a Secured Party in the circumstances required by the Credit Agreement) is not required to rescind or vary this Deed at any time.

2.	CHARGING CLAUSE

2.1

Charge

As security for the payment, performance and discharge of the Pari Passu Obligations and the performance of and compliance with all the terms, conditions and obligations of the Obligors contained in the Pari Passu Documents, the Chargors:

2.1.1

with full title guarantee charges to the Pari Passu Collateral Agent by way of fixed first charge all of its rights, title and interest, both present and future, in and to the Charged Property; and

2.1.2

declares that each security interest created by this Clause 2.1 is fixed.

Each security interest created in respect of any part of the Charged Property by Clause 2.1 is a separate and distinct security interest and if any such security interest is categorised as a floating charge that shall not result in the security interest over any other part of the Charged Property being so categorised. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 shall apply to any charge created by this Deed which is so categorised as a floating charge.

2.2	Withdrawals

The Chargors shall not be entitled to withdraw the whole or any part of the moneys from time to time credited to any Account except in accordance with and subject to the relevant provisions of the Security Agreement.

2.3	Application

Moneys from time to time credited to each Account shall be applied in accordance with the applicable provisions of the Security Agreement.

3.	CONTINUING SECURITY

3.1	Continuing security; charge not affected by other security

The security created by this Deed:

3.1.1

is and shall at all times be a continuing security for the payment, performance and discharge of the Pari Passu Obligations from time to time;

3.1.2

shall not be satisfied by any intermediate payment or performance or satisfaction of any part of the Pari Passu Obligations;

3.1.3

shall be in addition to and shall not merge with or be prejudiced or affected by any other security for the Pari Passu Obligations which may have been, or may at any time hereafter be, given to the Secured Parties (or any of them) by the Chargors or any other person,

and the rights of the Pari Passu Collateral Agent under this Deed shall be without prejudice to any rights of set off, combination or lien which the Secured Parties (or any of them) may have

under the Credit Agreement or any of the other Pari Passu Documents, at law, in equity or otherwise.

3.2	Right to consolidate

The Pari Passu Collateral Agent shall be entitled to consolidate this Deed with any other security held by the Pari Passu Collateral Agent for any other indebtedness or obligation of the Chargors.

3.3	Exclusion of statutory provisions

Neither Section 93 nor Section 103 of the Law of Property Act 1925 shall apply to this Deed or to the security hereby created.

3.4	New accounts

If the Pari Passu Collateral Agent receives notice of any subsequent Lien or other interest affecting all or part of the Charged Property, the Pari Passu Collateral Agent may open a new account for the Chargors in the Pari Passu Collateral Agent's books. Without prejudice to the Pari Passu Collateral Agent's right to combine accounts, no money paid to the credit of the Chargors in any such new account shall be appropriated towards, or have the effect of discharging, any part of the Pari Passu Obligations. If the Pari Passu Collateral Agent does not open a new account immediately on receipt of notice under this Clause, then, unless the Pari Passu Collateral Agent gives express written notice to the contrary to the Chargors, all payments made by the Chargors to the Pari Passu Collateral Agent shall be treated as having been credited to a new account of the Chargors and not as having been applied in reduction of the Pari Passu Obligations, as from the time of receipt of the relevant notice by the Pari Passu Collateral Agent.

4.	UNDERTAKINGS

4.1	Each Chargor undertakes:

4.1.1

immediately following the execution of this Deed to give a notice to the Account Bank in the form set out in Schedule 1 (or in such other form as the Pari Passu Collateral Agent may require or approve) and to use reasonable endeavours to procure that not later than 2 Business Days after the date of this Deed the Account Bank duly acknowledges such notice and delivers an acknowledgement to the Pari Passu Collateral Agent in the form set out in Schedule 2 (or in such other form as the Pari Passu Collateral Agent may require or approve);

4.1.2

not, without the prior written consent of the Pari Passu Collateral Agent, to create or suffer the creation of a Lien (other than a Permitted Collateral Lien) over the whole or any part of the Charged Property nor dispose of or deal with the whole or any part of the Charged Property otherwise than in accordance with this Deed;

4.1.3

to warrant and defend the title and interest of the Pari Passu Collateral Agent in and to the Charged Property against the claims and demands of all persons whatsoever and not to do or cause or permit anything to be done which may adversely affect the

security created by this Deed or which is a variation or abrogation of the rights attaching to or conferred by all or any of the Charged Property;

4.1.4

from time to time upon the request of the Pari Passu Collateral Agent to give written notice of the charge contained in this Deed to the persons from whom the moneys hereby charged are or may be due and to procure their acknowledgement thereto, in each case in such form as the Pari Passu Collateral Agent shall require;

4.1.5

upon demand and at its own expense, to sign, perfect, do, execute and register all such further assurances, documents, acts and things as the Pari Passu Collateral Agent may require for:

(a)

perfecting or protecting the security constituted by this Deed;

(b)

the exercise by the Pari Passu Collateral Agent of any right, power or remedy vested in it under this Deed;

(c)

enforcing the security constituted by this Deed after it has become enforceable (and each Chargor undertakes to allow its name to be used as and when required by the Pari Passu Collateral Agent for that purpose).

5.	DISCHARGE CONDITIONAL

Any release, discharge or settlement between any Chargor and the Pari Passu Collateral Agent in relation to this Deed shall be conditional on no right, security, disposition or payment to the Pari Passu Collateral Agent by any Chargor or any other person in respect of the Pari Passu Obligations being avoided, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any other reason. If any such right, security, disposition or payment is avoided, set aside or ordered to be refunded, the Pari Passu Collateral Agent shall be entitled subsequently to enforce this Deed against the Chargors as if such release, discharge or settlement had not occurred and any such security, disposition or payment had not been made.

6.	CONTINUING LIABILITY OF CHARGORS

6.1 It is agreed and declared that, notwithstanding the charge contained in Clause 2:

6.1.1

the Pari Passu Collateral Agent shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Deed or to make any claim or take any other action to collect any moneys or to enforce any rights and benefits hereby charged to the Pari Passu Collateral Agent or to which the Pari Passu Collateral Agent may at any time be entitled under this Deed; and

6.1.2

the Chargors shall remain liable to perform all the obligations assumed by it in relation to the Charged Property and the Pari Passu Collateral Agent shall not be under any obligation of any kind whatsoever in relation thereto or be under any liability whatsoever in the event of any failure by the Chargors to perform their obligations in respect of the Charged Property.

7.	ENFORCEMENT

7.1	Right to enforce security

The security constituted by this Deed shall become immediately enforceable upon the occurrence of an Event of Default.

7.2	Powers upon enforcement

Upon this Deed becoming enforceable the power of sale and other powers conferred by Section 101 of the Law of Property Act 1925, as varied by this Deed, shall become exercisable and the Pari Passu Collateral Agent shall become immediately entitled, without being required to obtain any court order or declaration that an Event of Default has occurred and whether or not the Pari Passu Collateral Agent has made any demand for payment under Section 8 of the Credit Agreement, as and when it may see fit, to put into force and to exercise all or any of the powers possessed by it as chargee of the Charged Property (whether by law or otherwise) and, in particular, but without prejudice to the generality of the foregoing:

7.2.1

to transfer all or any of the moneys credited to any Account to such place and account as the Pari Passu Collateral Agent may think fit, and following such Event of Default at any time and without notice to the Chargors to appropriate all or any of the moneys standing to the credit of such Account(s) and apply the same in or towards the discharge of the Pari Passu Obligations in accordance with Section 8.02 of the Credit Agreement;

7.2.2

to purchase with the moneys standing to the credit of the Account any such other currency or currencies as may be necessary to effect any application referred to in this Clause 7;

7.2.3

to enter into all kinds of transactions for the purpose of hedging risks which have arisen or which the Pari Passu Collateral Agent considers may arise in respect of any Charged Property out of movements in exchange rates, interest rates or other risks of any kind.

For the avoidance of doubt, the powers of the Pari Passu Collateral Agent by virtue of this Deed shall not be limited to those specified in Section 101 of the Law of Property Act 1925.

7.3	Right of appropriation

To the extent that the Charged Property constitutes Financial Collateral and this Deed and the obligations of the Chargors hereunder constitute a Security Financial Collateral Arrangement, the Pari Passu Collateral Agent shall have the right, at any time after this Deed has become enforceable, to appropriate all or any of that part of the Charged Property in or towards the payment, performance and/or discharge of the Pari Passu Obligations in accordance with the Financial Collateral Regulations in such order as the Pari Passu Collateral Agent in its absolute discretion may from time to time determine. The value of the Charged Property appropriated in accordance with this Clause shall be, in the case of cash, the amount of cash

appropriated. The Chargors agree that the method of valuation provided for in this Clause is commercially reasonable for the purposes of the Financial Collateral Regulations.

7.4	Exclusion of liability

Neither the Pari Passu Collateral Agent nor any of its officers, employees or agents (except in the case of its or their gross negligence or wilful misconduct) shall be liable for any loss, damage, liability or expense whatsoever and howsoever suffered or incurred by the Chargors arising out of or in connection with the exercise or purported exercise by or on behalf of the Pari Passu Collateral Agent of any rights, powers or discretions under this Deed.

8.	POWER OF ATTORNEY

8.1

Each Chargor by way of security hereby irrevocably appoints the Pari Passu Collateral Agent its true and lawful attorney with full power in the name of such Chargor, should the Pari Passu Collateral Agent so elect, to ask, require, demand, receive, compound and give acquittance for any and all moneys, and claims for any and all moneys, due under or arising out of this Deed, and to endorse any cheques or other instruments or orders in connection with such moneys, and to make any claims, take any action and institute any proceedings which the Pari Passu Collateral Agent may consider to be necessary or advisable in this respect and otherwise to do any and all things which such Chargor itself could do in relation to the Charged Property provided always that:

8.1.1

neither the Pari Passu Collateral Agent nor any of its officers, employees or agents (except in the case of its or their gross negligence or wilful misconduct) shall be liable to the Chargors for any loss, damage, liability or expense whatsoever and howsoever suffered or incurred by the Chargors as a result of the exercise of such powers;

8.1.2

no such power will be exercisable by or on behalf of the Pari Passu Collateral Agent until this Deed shall have become immediately enforceable pursuant to Clause 7.1; and

8.1.3

the exercise of any such power by or on behalf of the Pari Passu Collateral Agent shall not put any person dealing with the Pari Passu Collateral Agent upon any enquiry as to whether this Deed has become enforceable, nor shall such person be in any way affected by notice that this Deed has not become so enforceable, and the exercise by the Pari Passu Collateral Agent of such power shall be conclusive evidence of its right to exercise the same.

9.	ASSIGNMENTS AND TRANSFERS

9.1	No assignment or transfer by the Chargors

The Chargors may not assign or transfer all or any of their rights, benefits or obligations under this Deed.

9.2	Assignment and transfer by the Secured Parties

Any Secured Party may assign or transfer all or any portion of its rights, benefits and/or obligations under this Deed to any person to whom it assigns or transfers a corresponding proportion of its rights, benefits or obligations under and in accordance with the Pari Passu Documents.

9.3	Delegation

The Pari Passu Collateral Agent may at any time and from to time to time delegate any one or more of its rights, powers and/or obligations under this Deed to any person (provided that the Pari Passu Collateral Agent shall remain fully responsible for the exercise or performance of any rights, powers and/or obligations delegated by it).

9.4	Chargors to assist

Each Chargor undertakes to do or to procure all such acts and things and to sign, execute and deliver or procure the signing, execution and delivery of all such instruments and documents as the Pari Passu Collateral Agent may reasonably require for the purpose of perfecting any such assignment or transfer as mentioned above.

10.	DISCHARGE OF SECURITY

Upon the repayment and performance in full of the Pari Passu Obligations, the Pari Passu Collateral Agent upon the request and at the expense and cost of the Chargors shall release and discharge the security constituted by this Deed.

11.	MISCELLANEOUS

11.1	Time of essence

Time is of the essence as regards every obligation of the Chargors under this Deed.

11.2	Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of the Pari Passu Collateral Agent, any right or remedy under the Pari Passu Documents shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise of it or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

11.3	Waivers and amendments to be in writing

Any waiver by the Pari Passu Collateral Agent of any provision of this Deed, and any consent or approval given by the Pari Passu Collateral Agent under or in respect of this Deed, shall only be effective if given in writing and then only strictly for the purpose and upon the terms for which it is given. This Deed may not be amended or varied orally but only by an instrument signed by the Pari Passu Collateral Agent and each of the other parties to it.

11.4	Severability

If at any time one or more of the provisions of this Deed is or becomes invalid, illegal or unenforceable in any respect under any law by which it may be governed or affected, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired as a result.

11.5	Counterparts

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute but one and the same instrument.

12.

NOTICES

All notices (which expression includes any demand, request, consent or other communication) to be given by one party to the other under this Deed shall be given in the manner provided in the Credit Agreement.

13.	APPLICABLE LAW AND JURISDICTION

13.1	Governing law

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

13.2	Submission to jurisdiction

Each Chargor hereby irrevocably agrees for the exclusive benefit of the Pari Passu Collateral Agent that the English courts shall have jurisdiction in relation to any dispute and any suit, action or proceeding (referred to together in this Clause 13 as " Proceedings ") which may arise out of or in connection with this Deed, and for such purposes irrevocably submits to the jurisdiction of such courts.

13.3	Service of process

Each Chargor hereby irrevocably agrees:

13.3.1

that, for the purpose of Proceedings in England, any legal process may be served upon Ince Process Agent Ltd. at its registered office for the time being, presently at 5th Floor, International House, 1 St. Katharine's Way, London E1W 1AY and who, by this Deed, are authorised to accept service on its behalf, which shall be deemed to be good service on such Chargor; and

13.3.2

that for so long as any Pari Passu Obligations shall remain outstanding, such Chargor will maintain a duly appointed process agent in England, duly notified to the Pari Passu Collateral Agent, and that failure by any such process agent to give notice thereof to such Chargor shall not impair the validity of such service or of a judgment or order based thereon.

13.4	Choice of forum

Nothing in this Clause 13 shall affect the right of the Pari Passu Collateral Agent to serve process in any manner permitted by law or limit the right of the Pari Passu Collateral Agent to take Proceedings against the Chargors in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings by the Pari Passu Collateral Agent in any other jurisdiction, whether concurrently or not.

The Chargors shall not commence any Proceedings in any country other than England in relation to any matter arising out of or in connection with this Deed.

13.5	Forum convenience

Each Chargor irrevocably waives any objection which it may at any time have on the grounds of inconvenient forum or otherwise to Proceedings being brought in any such court as is referred to in this Clause 13, and further irrevocably agrees that a judgment or order in any Proceedings brought in the English courts shall be conclusive and binding upon such Chargor and may be enforced without review in the courts of any other jurisdiction.

13.6

Consent

Each Chargor consents generally in respect of any Proceedings arising out of or in connection with this Deed to the giving of any relief or the issue of any process in connection with such Proceedings, including, without limitation, the making, enforcement or execution against any property or assets whatsoever of any order or judgment which may be made or given in such Proceedings.

AS WITNESS the parties hereto have entered into this Deed as a deed the day and year first before written.

SCHEDULE 1

NOTICE TO ACCOUNT BANK

To: Nordea Bank Finland plc, London Branch

8th Floor, City Place House

55 Basinghall Street

London

EC2V 5NB

United Kingdom

Dear Sirs

Our Account Numbers 0046242502 and 0046212602

1. We refer to the following bank accounts (the " Accounts ") which we have opened with you:

(a)

with respect to Ocean Rig Block 33 Brasil Coöperatief U.A., a Dollar denominated account with account number 0046242502; and

(b)

with respect to Ocean Rig Block 33 Brasil B.V., a Dollar denominated account with account number 0046212602.

By an assignment in writing dated ___ July 2014 (the " Assignment ") made by us in favour of Deutsche Bank AG New York Branch (the " Pari Passu Collateral Agent ") (which expression includes its successors and assigns) we have assigned to the Pari Passu Collateral Agent as security agent and trustee for itself and the other Secured Parties (as such term is defined in the Assignment) all our rights, title and interest, both present and future, in respect of the Accounts including, in particular, the credit balances on the Accounts as security for all our obligations to the Secured Parties under a credit agreement dated ___ July 2014.

Notwithstanding such assignment, it is a term of our agreement with the Pari Passu Collateral Agent that payments may be made from the Accounts on our instructions until such time as the Pari Passu Collateral Agent shall direct to the contrary in writing, whereupon you are hereby irrevocably authorised and instructed by us:

(a)

to hold all sums from time to time credited to the Accounts to the order of the Pari Passu Collateral Agent; and

(b)

to comply with the terms of any written notice, statement or instructions which the Pari Passu Collateral Agent may from time to time give you with respect to the said funds (including, but without limitation, any instructions to release the said funds or any part thereof to or to the order of the Pari Passu Collateral Agent) without any reference to or further authority from us.

4.	Please would you acknowledge receipt of this notice and your agreement to its terms by signing the form of acknowledgement on the attached copy of this notice and returning one copy to the Pari Passu Collateral Agent and one copy to us.

The terms of such acknowledgement shall be binding upon us for all purposes; any payment or transfer or other action which you may make or take in pursuance or in connection with the acknowledgement shall be valid and binding in relation to ourselves; and we irrevocably instruct you to disregard any instruction or communication which you may receive from us or any other person (except the Pari Passu Collateral Agent) before the Pari Passu Collateral Agent notifies you that it has re-assigned to us the rights relating to the Accounts and which you consider to be in any respect contrary to or inconsistent with that acknowledgement.

The authority and instructions contained in this notice cannot be revoked or varied by us without the prior written consent of the Pari Passu Collateral Agent.

This notice and any non-contractual obligations arising out of or in connection with it shall be governed and construed in accordance with English law.

Dated: 2014

_______________________________

For and on behalf of

OCEAN RIG BLOCK 33 BRASIL COÖPERATIEF U.A.

_______________________________
For and on behalf of

OCEAN RIG BLOCK 33 BRASIL B.V.

SCHEDULE 2

ACKNOWLEDGMENT FROM ACCOUNT BANK

To: Deutsche Bank AG New York Branch

60 Wall Street

2nd Floor

New York

New York 10005

USA

Attn: Agency Transactions

Copy: Ocean Rig Block 33 Brasil Coöperatief U.A.

Claude Debussylaan 24

1082 MD Amsterdam

The Netherlands

Copy: Ocean Rig Block 33 Brasil B.V.

Claude Debussylaan 24

1082 MD Amsterdam

The Netherlands

Dear Sirs

Account Numbers 0046242502 and 0046212602

1.	We refer to the following bank accounts (the " Accounts ") which have been opened with us by Ocean Rig Block 33 Brasil Coöperatief U.A. (the " Cooperative ") and Ocean Rig Block 33 Brasil B.V. (the " Company "; together with the Cooperative, the " Chargors "), respectively:

(a)

with respect to the Cooperative, a Dollar denominated account with account number 0046242502; and

(b)

with respect to the Company, a Dollar denominated account with account number 0046212602.

2.	We acknowledge that we have received from the Chargors a notice, a copy of which is attached to this acknowledgement, relating to an assignment dated ___ July 2014 to you of the Chargors' rights in relation to the Accounts.

3.	We undertake with you that, until you notify us that you have re-assigned to any Chargor the rights relating to the Accounts:

(a)

we shall treat you as fully entitled, with immediate effect, to operate each Account and, in particular, to effect or authorise withdrawals and transfers from each Account;

(b)

we shall not, without your prior written consent, make any payment or otherwise act upon any instruction or communication which we may receive from any Chargor or any other person except yourselves in relation to any Account provided that, until you or any Chargor serves on us a notice to the contrary, the Chargors shall be entitled to make withdrawals or transfers from the Accounts without your authorisation;

(c)

we shall not exercise or assert any form of lien, right of set-off (save for any right of set-off in respect of account fees charged by us in the ordinary course of business) or consolidation or any other similar right of any kind in relation to any Account;

(d)

we shall notify you as soon as reasonably practicable after we receive notice that any Chargor has executed any other assignment or charge affecting any Account or we are informed that any person has obtained, or is attempting to obtain, any form of attachment affecting any Account or an order or injunction of any court which will or might affect any Account;

(e)

we shall forward to you monthly statements regarding each Account and promptly provide you with any additional information which you request in writing and which is in our possession or our power to obtain concerning any sum credited or debited to the Accounts or any other matter relating to the Accounts; and

(f)

we shall treat you (and not any Chargor) as having the power to agree to any variation of any right relating to the Accounts or to any waiver of such a right.

4.	This acknowledgement and any non-contractual obligations arising out of or in connection with it shall be governed and construed in accordance with English law.

Dated 2014

_______________________________

For and on behalf of

Nordea Bank Finland plc, London Branch

EXECUTION PAGE

THE CHARGORS

SIGNED AND DELIVERED AS A DEED	)
by	)
duly authorised for and on behalf of	) _______________________________
OCEAN RIG BLOCK 33 BRASIL COÖPERATIEF U.A.	)
in the presence of:	)
Signature:
Name:
Occupation:
Address:

SIGNED AND DELIVERED AS A DEED	)
by	)
duly authorised for and on behalf of	) _______________________________
OCEAN RIG BLOCK 33 BRASIL B.V.	)
in the presence of:	)
Signature:
Name:
Occupation:
Address:

[Signtaures continue on following page]

THE PARI PASSU COLLATERAL AGENT

SIGNED AND DELIVERED AS A DEED	)
by	)
duly authorised for and on behalf of	) _______________________________
DEUTSCHE BANK AG NEW YORK BRANCH	)
in the presence of:	)
Signature:
Name:
Occupation:
Address:

Execution version

THIS ACCOUNT PLEDGE AGREEMENT (the " Account Pledge Agreement ") is entered

into on July 2014

BETWEEN:

(1)	DRILLSHIP KYTHNOS OWNERS INC., DRILLSHIP SKIATHOS OWNERS INC., DRILLSHIP SKYROS OWNERS INC., OCEAN RIG CUNENE OPERATIONS INC., OCEAN RIG BLOCK 33 BRASIL B.V. and OCEAN RIG CUBANGO OPERATIONS INC. (the " Pledgors "); and

(2)	DEUTSCHE BANK AG NEW YORK BRANCH on behalf of itself and the other Secured Parties (together with its successors and assigns, in such capacity the " Pari Passu Collateral Agent ").

BACKGROUND:

(A)

Drillships Ocean Ventures Inc. (the " Borrower "), Drillships Ventures Projects Inc., Ocean Rig UDW Inc., various lenders, the Pari Passu Collateral Agent and Deutsche Bank AG New York Branch as administrative agent have entered into a USD 1,300,000,000 credit agreement dated __________ July 2014 (the " Credit Agreement ").

(B)

Pursuant to the terms of a pledge and security agreement dated July
2014 (the " Pledge and Security Agreement ") the Pledgors have granted the assignment and security interest and made a pledge and assignment as security for the payment of the Pari Passu Obligations (as defined in the Pledge and Security Agreement).

(C)	Pursuant to a guarantee dated ________________ July 2014 granted by the Pledgors under the Credit Agreement, the Pledgors have guaranteed the obligation of the Borrower under the Credit Agreement.

(D)	The obligations of:

(i)

the Pledgors under the guarantee in (C) above and under the Pledge and Security Agreement; and

(ii)

the Borrower under the Credit Agreement,

shall be secured by a pledge over the Accounts (as defined below), respectively, granted in favour of the Pari Passu Collateral Agent (on behalf of itself and the other Secured Parties).

NOW THEREFORE it is hereby agreed as follows:

1.	DEFINITIONS

In this Account Pledge Agreement:

" Accounts " means the Pledgors' accounts with the Account Bank listed in Schedule 1.

" Account Bank " means DNB Bank ASA.

" Enforcement Act " means the Norwegian Enforcement Act of 1992.

" FA Act " means the Norwegian Act on Financial Agreements of 1999.

" Financial Collateral Act " means the Norwegian Financial Collateral Act of 2004.

" Liens Act " means the Norwegian Liens Act of 1980.

" Secured Liabilities " means the Pari Passu Obligations.

" Security Period " means the period beginning on the date of this Account Pledge Agreement and ending on the date on which the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full.

Capitalised expressions used herein shall bear the same meaning as set out in the Credit Agreement unless the context otherwise requires or specified herein.

SECURITY

As security for the Secured Liabilities, each Pledgor hereby pledges to the Pari Passu Collateral Agent (on behalf of the Secured Parties) any and all amounts which at any time may be standing to the credit of the Accounts.

The security created by this Account Pledge Agreement also includes interest accrued on the Accounts whether actually booked on the Accounts or not.

The security created by this Account Pledge Agreement shall rank on first priority.

Each Pledgor undertakes to immediately notify the Account Bank of the security created by this Account Pledge Agreement in the form set out in Schedule 2 to this Account Pledge Agreement, and undertakes to use commercially reasonable efforts to procure that the Account Bank as soon as possible acknowledge receipt of such notice in the form set out in Annex B to Schedule 2 to this Account Pledge Agreement.

3.	PAYMENT FROM THE ACCOUNT

Payments may be made and amounts withdrawn from the Accounts unless an Event of Default has occurred under the Credit Agreement.

4.	ENFORCEMENT OF SECURITY

In the event that an Event of Default has occurred and is continuing under the Credit Agreement, the Pari Passu Collateral Agent shall, subject to the Intercreditor Agreement, be entitled to:

(a)

apply any and all amounts standing to the credit of the Accounts as settlement of the Secured Liabilities;

(b)

transfer ownership to any and all amounts standing to the credit of the Accounts to the Pari Passu Collateral Agent (on behalf of the Secured Parties) as provided for in the Financial Collateral Act;

(c)

exercise any and all rights of or any other rights, privileges or options pertaining to any and all amounts standing to the credit of the Accounts as if it were the absolute owner thereof; and

(d)

do all other things in relation to any and all amounts standing to the credit of the Accounts permitted by the Enforcement Act or the Liens Act or applicable law.

COVENANTS

Each Pledgor hereby covenants that during the Security Period:

(a)

it shall, at its own cost, warrant and defend the rights and interests of the Pari Passu Collateral Agent (on behalf of the Secured Parties) conferred by this Account Pledge Agreement over the respective Accounts against the claims and demands of all persons whomsoever, subject always, however, to necessary authorisations from the Pari Passu Collateral Agent (on behalf of the Secured Parties); and

(b)

it shall not, create or permit to subsist any security, lien or encumbrance over the respective Accounts except for the pledge created hereby or a Permitted Lien (as defined in the Credit Agreement).

6.	COMPLIANCE WITH THE FA ACT

Each Pledgor's liability under this Account Pledge Agreement in its capacity as guarantor shall never exceed USD 1,300,000,000 plus interest thereon and fees, costs, expenses and indemnities as set out in the Credit Agreement (which amount shall be increased (i) by up to USD 50,000,000 in the event the Borrower obtains Revolving Commitments (as defined in the Credit Agreement) under the Credit Agreement and (ii) by up to USD 150,000,000 in the event the Borrower obtains Other Term Loans (as defined in the Credit Agreement) under the Credit Agreement).

Each Pledgor hereby waives:

(a)

any and all defences based on underlying relationships, agreements and transactions whatsoever including (without limitation) any right to limit the liability under this Account Pledge Agreement resulting from any failure to give notice of any kind;

(b)

any right to limit the liability under this Account Pledge Agreement resulting from any failure to comply with applicable provisions set out in Sections 62 to 74 of the FA Act; and

(c)

any requirement that additional security be provided or maintained. Accordingly the Pari Passu Collateral Agent shall be entitled, without the Pledgors' consent, to amend, supplement, release or waive any security provided for the Secured Liabilities, including (but not limited to) any rescission, waiver, amendment or modification of any term or provision thereof.

Further, without limitation to the foregoing, in particular but not limited to the following, each Pledgor hereby agrees and accepts:

(a)

that Section 67 of the FA Act shall not apply to this Account Pledge Agreement;

(b)

that the security created by this Account Pledge Agreement shall not be affected in any way whatsoever by any guarantee, indemnity, suretyship or similar instrument or by any collateral or security interest provided for in respect of the Secured Liabilities; and

(c)

that in addition to this Account Pledge Agreement, the Secured Liabilities shall be secured as described in the Credit Agreement, the Pledge and Security Agreement and related security agreements.

7.	POWER OF ATTORNEY

Each Pledgor hereby appoints the Pari Passu Collateral Agent as the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise from time to time in the Pari Passu Collateral Agent's discretion to, subject to the occurrence of an Event of Default that is continuing, take any action and to execute any instrument which the Pledgor is required but fails to do under this Account Pledge Agreement, including to receive, endorse and collect all instruments payable to the Pledgor in respect of the respective Account and to give full discharge for the same.

8.	ASSIGNMENT

The Pari Passu Collateral Agent may assign and transfer all of its respective rights and obligations under this Account Pledge Agreement to any assignee or successor of it appointed in accordance with the provisions of the Credit Agreement.

9.	INVALIDITY

Should any provision of this Account Pledge Agreement be or become invalid, void or unenforceable, all remaining provisions and terms hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. The parties hereto agree that they will negotiate in good faith and will replace the invalid, void or unenforceable provision with a valid and enforceable provision which reflects as much as possible the intention of the parties as referred in the provision thus replaced.

10.	GOVERNING LAW AND JURISDICTION

This Account Pledge Agreement shall be construed, governed and performed according to the laws of Norway and the parties hereto hereby submit with respect of this Account Pledge to the non-exclusive jurisdiction of the Norwegian courts, the venue to be the Oslo City Court ("Oslo tingrett") .

IN WITNESS WHEREOF the parties hereto have caused this Account Pledge Agreement to be duly executed on the day and year first set out above.

[ Signature page to follow ]

SIGNATURE PAGE

For and on behalf of		For and on behalf of
DRILLSHIP KYTHNOS OWNERS INC.		DRILLSHIP SKIATHOS OWNERS INC.
(as Pledgor)		(as Pledgor)


By: ____________________________________		By: _________________________________
Name with		Name with
block letters:		block letters:


For and on behalf of		For and on behalf of
DRILLSHIP SKYROS OWNERS INC.		OCEAN RIG CUNENE OPERATIONS INC.
(as Pledgor)		(as Pledgor)


By: ____________________________________		By: _________________________________

Name with		Name with
block letters:		block letters:


For and on behalf of		For and on behalf of
OCEAN RIG BLOCK 33 BRASIL B.V.		OCEAN RIG CUBANGO OPERATIONS INC.
(as Pledgor)		(as Pledgor)


By: ____________________________________		By: _________________________________
Name with		Name with
block letters:		block letters:

For and on behalf of

DEUTSCHE BANK AG NEW YORK BRANCH

(as Pari Passu Collateral Agent)

By: ____________________________________

Name with

block letters:

Schedule 1

LIST OF ACCOUNTS


Pledgor	Account Number
Drillship Kythnos Owners Inc.	1250.04.89608
Drillship Skiathos Owners Inc.	1250.04.89624
Drillship Skyros Owners Inc.	1250.04.89616
Ocean Rig Cunene Operations Inc.	1250.04.92609
Ocean Rig Block 33 Brasil B.V.	1250.05.02000
Ocean Rig Cubango Operations Inc.	1250.05.01772

Schedule 2

To: DNB Bank ASA

cc: Deutsche Bank AG New York Branch

__________ July 2014

Dear Sirs

NOTICE OF PLEDGE OF ACCOUNTS

This is to notify you that under an account pledge agreement between ourselves as Pledgors and Deutsche Bank AG New York Branch (on behalf of itself and the Secured Parties) (together with its successors and assigns, in such capacity, the " Pari Passu

Collateral Agent ") dated July 2014 (the " Account Pledge Agreement ") we
have pledged to the Pari Passu Collateral Agent all our rights, title and interest to our respective bank accounts in Annex A hereto together with all funds held on the bank accounts from time to time (the " Accounts ").

Capitalised terms used herein but not defined herein shall have the meanings given to them in the Account Pledge Agreement.

Please note that we are not entitled to cancel or assign the Accounts without the prior written consent from the Pari Passu Collateral Agent.

We may withdraw funds from the Accounts until you are notified otherwise by the Pari Passu Collateral Agent. After the Pari Passu Collateral Agent has given such notice, you may only transfer funds from the Accounts and make other dispositions concerning the Accounts and any sums held thereon in accordance with the instructions by the Pari Passu Collateral Agent.

We kindly request that you confirm your receipt and acknowledgement of the above by returning signed copies of this notification to each of the Pari Passu Collateral Agent and ourselves.

For and on behalf of		For and on behalf of
DRILLSHIP KYTHNOS OWNERS INC.		DRILLSHIP SKIATHOS OWNERS INC.
(as Pledgor)		(as Pledgor)


By: ____________________________________		By: _________________________________
Name with		Name with
block letters:		block letters:

For and on behalf of		For and on behalf of
DRILLSHIP SKYROS OWNERS INC.		OCEAN RIG CUNENE OPERATIONS INC.
(as Pledgor)		(as Pledgor)


By: ____________________________________		By: _________________________________

Name with		Name with
block letters:		block letters:


For and on behalf of		For and on behalf of
OCEAN RIG BLOCK 33 BRASIL B.V.		OCEAN RIG CUBANGO OPERATIONS INC.
(as Pledgor)		(as Pledgor)


By: ____________________________________		By: _________________________________
Name with		Name with
block letters:		block letters:

For and on behalf of

DEUTSCHE BANK AG NEW YORK BRANCH

(as Pari Passu Collateral Agent)

By: ____________________________________

Name with

block letters:

Annex A

LIST OF ACCOUNTS


Pledgor	Account Number
Drillship Kythnos Owners Inc.	1250.04.89608
Drillship Skiathos Owners Inc.	1250.04.89624
Drillship Skyros Owners Inc.	1250.04.89616
Ocean Rig Cunene Operations Inc.	1250.04.92609
Ocean Rig Block 33 Brasil B.V.	1250.05.02000
Ocean Rig Cubango Operations Inc.	1250.05.01772

Annex B

ACKNOWLEDGMENT

We hereby acknowledge receipt of this letter and confirm the pledge mentioned above. We furthermore confirm that:

(i)

upon receiving of a notice in writing from the Pari Passu Collateral Agent to that effect we will not allow the Pledgors to withdraw funds from the Accounts;

(ii)

we will observe any further instructions by the Pari Passu Collateral Agent as regards withdrawal of funds from the Accounts;

(iii)

we will not exercise any right of set off in respect of the Accounts; and

(iv)

we have not received any prior notice of any encumbrance in relation to the Accounts.

Place:

Date: _________ July 2014

For and on behalf of

DNB BANK ASA

By: ______________________________
Name with

block letters:

Exhibit V to the

Pledge and Security Agreement

[FORM OF] JOINDER AGREEMENT

JOINDER AGREEMENT dated as of [●], 20[●] (this " Joinder Agreement " ) is delivered pursuant to that certain PLEDGE AND SECURITY AGREEMENT dated as of July 25, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the " Security Agreement "), among Ocean Rig UDW Inc., Drillships Ocean Ventures Inc., Drillships Ventures Projects Inc., the other Subsidiaries from time to time party thereto and Deutsche Bank AG New York Branch, as Pari Passu Collateral Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.

WHEREAS, Section 5.18 of the Security Agreement provides that holders of Pari Passu Obligations may, by execution of a joinder agreement in the form of this Joinder Agreement, become parties to the Security Agreement and, thereafter, for all purposes be Secured Parties under the Security Agreement and have the same rights, benefits and obligations as if they had been Secured Parties on the Effective Date.

WHEREAS, [ insert parties to new Pari Passu Obligations agreement ] have entered into that certain [ insert title of the new Pari Passu Obligations agreement ] dated as of [●], 20[●] (as it may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the " New Pari Passu Obligations Agreement ").

WHEREAS, in accordance with the foregoing, by execution and delivery hereof by [ insert the name of the agent for the secured parties under the New Pari Passu Obligations Agreement ] (the " New Pari Passu Obligations Agent "), for itself and as agent for the other [[Secured Parties][ insert appropriate defined term ]] under and as defined in the New Pari Passu Obligations Agreement (the New Pari Passu Obligations Agent, together with such [[Secured Par-ties][ insert appropriate defined term ]], the " New Pari Passu Obligations Secured Parties "), the New Pari Passu Obligations Secured Parties shall become bound by the terms of the Security Agreement in the same capacity and to the same extent as the Secured Parties (as such term is defined in the Security Agreement) immediately prior to giving effect to this Joinder Agreement.

NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

SECTION 1 .

(a) Pursuant to Section 5.18 of the Security Agreement, the New Pari Passu Obligations Agent hereby binds itself and each of the other New Pari Passu Obligations Secured Parties to the terms of the Security Agreement. The Security Agreement is hereby incorporated by reference. This Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b) The New Pari Passu Obligations Agent, the Borrowers and the Pari Passu Collateral Agent, by their execution of this Joinder Agreement, hereby certify, acknowledge, agree and confirm that, effective as of the date first written above:

(i) the New Pari Passu Obligations Secured Parties shall be "Secured Parties" for all purposes of the Security Agreement from and after the date hereof;

SECTION 2 .

(a) The New Pari Passu Obligations Agent hereby represents and warrants to the Borrowers and the Pari Passu Collateral Agent that (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Joinder Agreement, (ii) this Joinder Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms and (iii) it is authorized under the New Pari Passu Obligations Agreement to enter into this Joinder Agreement.

(b) Each Borrower hereby represents and warrants to the Pari Passu Collateral Agent and the New Pari Passu Obligations Agent that (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Joinder Agreement, (ii) this Joinder Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms and (iii) the execution, delivery and performance by it of this Joinder Agreement (A) do not require any consent or approval of, registration or filing with or any other action by any governmental authority and (B) will not violate any applicable law or regulation or its charter, by-laws or other organizational documents or any order of any governmental authority or any indenture, agreement or other instrument binding upon it.

SECTION 4 . This Joinder Agreement shall become effective when it shall have been duly executed by the New Pari Passu Obligations Agent and each Borrower and acknowledged by the Pari Passu Collateral Agent. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall con-

stitute a single contract. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

SECTION 5 . Except as expressly modified hereby, the Security Agreement shall remain in full force and effect.

SECTION 6 . THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder Agreement as of the day and year first above written.

	[ ], as New Pari Passu Obligations Agent

	By
		Name: Title:

	DRILLSHIPS OCEAN VENTURES INC., as Borrower
	By
		Name: Title:

	DRILLSHIPS VENTURES PROJECTS INC., as Borrower
	By
		Name: Title:

Acknowledged and Accepted by:

DEUTSCHE BANK AG NEW YORK BRANCH,

as Pari Passu Collateral Agent

By: ______________________________________

Name:

Title:

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC.

AND

DRILLSHIP SKYROS OWNERS INC.

TABLE OF CONTENTS

Clause				Page
1.			DEFINITIONS	4
2.			APPOINTMENT AND AUTHORISATION	5
3.			SCOPE OF WORK: ADMINISTRATIVE SERVICES	6
	3.1.		Finance / Treasury	6
		3.1.1	Management of monies	6
		3.1.2	Income collection	6
		3.1.3	Use of monies received	6
		3.1.4	Payment of wages, etc.	7
		3.2	Accounting, financial and reporting	7
		3.2.1	General	7
		3.2.2	Monthly reports	7
		3.2.3	Annual reports	7
		3.2.4	Budgets	8
	3.3		Other administrative services	8
	3.4		Other reports	8
4.			SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES	8
	4.1		General Manager Responsibilities	8
	4.2		Marketing and Employment	9
	4.3		Insurance	10
		4.3.1	General	10
		4.3.2	Additional or alternative insurances	10
		4.3.3	Employer's liability insurance	10
		4.3.4	Insurance Claims	10
5.			SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES	11
	5.1		Personnel	11
	5.2		Technical assistance	12
	5.3		Change of registry	12
	5.4		Environment, safety and compliance with law	12
	5.5		Quality Assurance	12
	5.6		Reporting of events	12
6.			MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS	13
7.			MANAGEMENT FEE	13
	7.1		The Management Fee	13
	7.2		Cost base for Management Fee	13
	7.3		Preliminary Fee: calculation and payment	14
	7.4		Settlement of Management Fee	14

	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements	15
8.		OWNER'S EQUIPMENT	15
9.		EMPLOYMENT OF AGENTS AND SUBCONTRACTORS	15
10.		LOANS BETWEEN THE OWNER AND THE MANAGER	15
11.		TAXES	16
12.		CONSULTATION	16
13.		DURATION AND TERMINATION	16
	13.1	Duration	16
	13.2	Termination	16
	13.3	Effect of termination	16
14.		AUDIT AND ATTENDANCE/SUPERVISION	17
	14.1	Audit	17
	14.2	Attendance / Supervision	17
15.		ASSIGNMENT	17
16.		EXCLUSION OF SET OFF	17
17.		INDEMNITY	17
18.		FORCE MAJEURE	18
19.		SURVIVAL OF PROVISIONS	18
20.		COUNTERPARTS	18
21.		MODIFICATION OF AGREEMENT	18
22.		CONFIDENTIALITY	18
23.		GOVERNING LAW	19
24.		ARBITRATION	19

MANAGEMENT AGREEMENT

THIS AGREEMENT (the " Agreement ") is dated the 13 ^th day of December, 2013.

BETWEEN:

Drillship Skyros Owners Inc. of Marshall Islands, having its registered offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (the " Owner "); and

Ocean Rig Management Inc., having its registered offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands also maintaining a licensed shipping office in Greece at Omega Building, 80 Kifisias Avenue GR-15125, Marousi, Greece, pursuant to Law 89/67, as amended (the " Manager "),

collectively referred to as the " Parties ".

WHEREAS

A.	The Manager has expertise in managing the operation and marketing of drilling ships;

B.	The Owner will be the registered owner of the drilling ship Hull 2013 tbn "Ocean Rig Skyros" (the " Vessel ");

C.	The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

D.	The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows:

DEFINITIONS

In this Agreement (including the recitals) the following expressions have the following meanings:

" Administrative Services " means financing, treasury, accounting and other day-today services;

" Classification Society " means DNV, or any other classification society approved by the Owner in writing;

" Crew " means the officers and crew on the Vessel;

" Effective Date " means the date the Vessel is delivered (expected delivery date is ultimo December 2013);

" Employment Contract " means any contract entered into from time to time with respect to the use and operations of the Vessel;

" Group " means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

" Group Companies " mean the members of the Group;

" Group Company " means a member of the Group;

" Management " means the management of Group Companies;

" Management Fee " has the meaning given to it in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Operating Costs " has the meaning given to it in sub-Clause 7.2;

" Operator " means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Drillship Skyros Owners Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager;

" Pass-Through Costs " has the meaning given to it in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it in sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to it in sub-Clause 7.1;

" SOX Compliance " means public company accounting and investor protection requirements pursuant to the US Sarbanes-Oxley Act 2002;

" Vessel " means the drilling ship Hull 2013 (intended to be named Ocean Rig Skyros); "Vessel Operating Costs" has the meaning given to it in sub-Clause 3.1.3.

References to Clauses and sub-Clauses are, unless otherwise stated, references to Clauses and sub-Clauses of this Agreement.

Except where the context otherwise requires, references to any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect

APPOINTMENT AND AUTHORISATION

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the date the Vessel is delivered to the Owner (expected delivery date is in the end of December 2013) (the " Effective Date ") on the terms and conditions set forth in this Agreement.

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and in all such other matters as fall within the Scope of Work, but subject to instruction from Owner from time to time, or in respect of which the Manager is specifically authorised. Provided always that notwithstanding anything in this Agreement to the contrary, the Manager has In all cases a right and obligation immediately to perform such acts as cannot be postponed in order to safeguard the interests of the Owner or avert danger to life and health or damage to the Vessel, other property or the environment.

In the performance of this Agreement, the Manager shall be authorized to perform the services and to do all such things or take all such actions related to such performance in accordance with technical and commercial industry standards. Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessel, as security for bans or other amounts due. To the extent permitted by law, the Manager will take all reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner.

The Manager shall, in all cases in accordance with agreed and established sound management practice in respect of such rigs and by an organization properly staffed with well qualified personnel, have the management responsibility to manage the Vessel commercially, technically and operationally and perform day-to-day Administrative Services.

SCOPE OF WORK: ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1

Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel.

The Manager shall ensure that all monies under disposal on Owner's accounts are kept in separate accounts of and in the name of the Owner with a bank acceptable to the Owner and shall ensure that all monies are employed only to meet the expenses and disbursements as set out in this Agreement.

The Manager shall ensure that the Owner's funds are managed efficiently, including but not Limited to deposits on bank accounts, term deposits with banks and intercompany lending (i.e. with other Group Companies).

3.1.2

Income collection

The Manager shall collect all income and other receipts in respect of the Vessel for the account of the Owner and to be paid into the Owner's designated bank account without any deductions / set offs, unless collected by any of the Owner's lender(s) to whom such receipts are assigned in accordance with Clause 15 below. If any amount is paid to the Owner's lender(s) the amount shall, for the purposes of this Agreement and the Manager's obligations to account for the income from the Vessel to the Owner, be deemed to be a payment to the Owner.

3.1.3

Use of monies received

The Manager shall ensure that all monies received in the Owner's account are employed to meet the expenses and disbursements in respect of the Vessel, its operation, and performance of work under Employment Contracts (the " Vessel Operating Costs "), including, but not limited to:

(i)

wages, recruitment expenses, social expenses, training, travelling and other employee expenses of, and costs of direct and indirect benefits that are granted to the Crew on the Vessel and the onshore base personnel;

(ii)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

insurance premiums;

(ix)

costs of permitted sub-contractors in connection with specific assignments and fees and expenses of agents, consultants and professional advisors (except if this Agreement provides otherwise), incurred pursuant to Clause 6 or 9;

(x)

taxes and charges.

3.1.4

Payment of wages etc.

The Manager shall be responsible for paying (inter alia) from Owner's designated accounts wages and carrying out all the duties incumbent on an employer with regard to official reports, withholding of taxes, payment of payroll tax and similar duties, holiday pay, personnel insurance, pension costs etc.

3.2

Accounting, financial and reporting

3.2.1

General

The Manager has in place an accounting system which meets the requirements of the Owner and provides regular accounting services, supply regular reports and records in accordance herewith and maintain the records of all costs and expenditures incurred hereunder as well as data necessary of proper for the settlement of accounts between the Parties, The Manager shall maintain its books, records (including operational and technical records) and accounts in respect of the Vessel, its operation and management and all other relevant administrative functions in accordance with accepted accounting practices. The Manager will keep copies of all applicable documents, forms and third-party invoices etc.

3.2.2 Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures.

3.2.3 Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

3.2.4

Budgets

The Manager shall prepare annual budgets for the Group, including operations of the Vessel by
Owner and other companies involved in the operation of the Vessel, as required by Management

3.3

Other administrative services

The Manager shall provide other general administrative services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf of the Owner, to conclude and execute any such contract, subject to the Owner's board approval (see sub-Clause 4.2 (viii) below). Whereas the Manager is obliged to use its best efforts to seek such employment the Owner acknowledges that such efforts may fail from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Manager's obligations under the Agreement and that the Manager's right to compensation under Clause 7 applies irrespective of whether the Manager, in any particular case, succeeds or fails to identify actual employment for the Vessel.

(ii)

Manager will use its best efforts to ensure that the Vessel will be employed in safe places /areas as this can be established by exercising its best efforts.

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment.

(iv)

To carry out all necessary communications with clients

(v)

To invoice on behalf of Owner all hires and other sums due to Owner and accounts receivable arising from the operation of the Vessel.

(vi)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate instructions and monitor performance.

Rig management will use its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

expression " Legal Proceedings " shall include arbitration, civil, regulatory and criminal proceedings of all kinds. The handling of all such claims and legal matters shall always be consistent with the instructions and requirements of the Vessels' Protection & Indemnity (P&I) club, Hull underwriters, or other insurers.

4.2

Marketing and Employment

The Manager shall carry out the following in connection with marketing and contract negotiations:

(i)

The Manager will on an ongoing basis have in place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management..

(ii)

The marketing plan shall identify potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments.

(iv)

Based on the marketing plan, the Manager shall market the Vessel and identify suitable drilling contract opportunities for the Vessel, such efforts to be consistent with those made by the Manager in respect to other rigs of comparable capabilities managed by it. However, the Owner may at its own discretion instruct the Manager to enter into specific bids on the Owner's financial terms for a bona fide drilling contract directly to an oil company.

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

The Owner agrees to co-operate to the extent reasonably required by the Manager in respect of tenders to potential clients within any reasonable time limit. The Manager shall be responsible for coordinating and preparing all tenders.

(viii)

The Manager shall have no authority to contract or commit the Vessel on behalf of the Owner, or if the Vessel is contracted or committed no authority to enter into amendments or to cancel such contracts of commitments, without the prior written approval of the Owner, which the Owner shall have full liberty to withhold. The Manager shall in due time furnish the Owner with all information and documentation which the Owner needs to review and asses in order to decide whether or not to grant such approval. The Owner's prior written approval will generally be based on a decision made by Owners board.

(ix)

It is acknowledged that the Manager may also operate and market rigs owned by other Group Companies than the Owner and capable of competing with the Vessel. The Manager shall be free to operate and market such rigs (capable of competing with the Vessel) without limitation or obligation to the Owner, provided that the Manager notifies the Owner immediately of any potential conflict.

(x)

The Manager shall prepare all other documents related to the bid relating to the Vessel in conformity with the Manager's standard bidding practices to the extent permitted by law, and in accordance with any applicable competition and antitrust laws and regulations.

4.3

Insurance

4.3.1

General

The Manager shall (unless otherwise specifically agreed) provide that the Vessel, at all times, is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel Notwithstanding the foregoing, the Manager shall ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance (including Owner's owned subsea and drilling equipment) both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up / stacked mode as appropriate.

Liability insurance for Owner's personnel as appropriate under any applicable laws in respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or in financing agreements in force at any time.

All premiums and deductibles in respect of the insurances referred to above shall be for the account of the Owner. The Owner shall be entitled to advise its insurers that the Vessel is managed by the Manager.

4.3.2

Additional or alternative insurances

The Manager shall, if requested in writing by the Owner, arrange at the Owner's expense insurances additional or alternative to those specified in sub-Clause 4.3.1 above as may from time to time be required by the Owner and agreed to by the Manager (such agreement not to be unreasonably withheld).

4.3.3

Employer's liability insurance

While the Manager shall carry all statutory employer's liability insurance to cover its employees in compliance with the laws of the flag state or of any state or territory in which the Vessel is, for the time being, employed, the Manager shall be entered as a noted interest in the Owner's insurances to ensure that the actions of such crew are insured at all times while working on or in relation to the Vessel.

The Manager shall obtain and maintain during the period of this Agreement workers' compensation and employer's liability insurances as appropriate under any applicable laws in respect of the Manager's personnel provided under sub-Clause 5.1. It is agreed that all premiums and deductibles payable in respect of such insurances shall be considered as Operating Costs.

4.3.4

Insurance Claims

The Manager shall make and prosecute all claims under or in respect of any insurance cover maintained pursuant to this Agreement The Manager shall inform the Owner of all claims relating to the Vessel through monthly reports. However, the Manager shall inform the Owner of substantial claims as soon as possible after the occurrence of such claims. At all times in making such claims the Manager shall observe any instructions from the Owner and at no time shall the Manager initiate

process, take any material action in the course of litigation, make any admission or waive any right or agree or purport to agree to settle or compromise any claim on behalf of the Owner without the Owner's prior written consent.

The Owner and the Manager agree to liaise with each other and co-operate in respect of all substantial insurance claims and to attempt to reach agreement on the conduct of such claims. For the purposes of this Clause, the term "substantial" shall mean any single claim in excess of USD 500,000 or several claims exceeding an aggregate value of USD 1 million during a 12 month period.

An insurance monies paid shall, unless this Agreement provides otherwise, be paid to the Owner who shall provide such monies up-front to the Manager to the extent necessary to carry out repairs to the Vessel (if not an actual or constructive or compromised total loss and excluding any loss of profit cover) or to cover loss incurred pursuant to its obligations hereunder.

SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shall:

(i)

Provide adequate and properly qualified and experienced Crew for the Vessel as required by the Owners and provide for arrangement of transportation of the Crew, including repatriation, training of the Crew, supervision of the efficiency of the Crew and administration of all other Crew matters such as planning for the manning of the Vessel, payroll arrangement, arrangements and administration of pensions and Crew insurance, discipline and union negotiations, enforcement of appropriate standing orders.

(ii)

Procure the manning of the shore base with sufficient and suitably qualified and experienced personnel in accordance with good oilfield practice and procure that such personnel shall devote the required amount of their normal working time to the Owner.

(iii)

Ensure at all times that it has an adequate pool of qualified personnel in accordance with normal personnel management policies available to cover the leave requirements of personnel, their sickness, injury or removal from the Vessel if they are reasonably considered by the Owners and / or the Operator to be unsuitable for the post held by them.

(iv)

Ensure that all personnel supplied by it in connection with this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, safe working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

If the Vessel is chartered out on a bareboat charterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

The Manager shall organize and implement the daily operations of the Vessel in compliance with any applicable drilling contract, the relevant laws and regulations, the Owner's corporate manuals, policies and procedures of the Company, and other applicable requirements.

The Owner shall not provide any crew for the manning or operations of the Vessel either on shore or on location, and shore based personnel and offshore rig crew shall be directly employed with the Manager or another Group Company other than the Owner.

5.2

Technical assistance

The Manager shall provide technical assistance to the operations of the Vessel to ensure proper maintenance, engineering, compliance with laws and regulations, and to meet other requirements as referred to in the Owner's corporate manuals, policies and procedures.

5.3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel may be necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

The Manager shall conduct the operations in a safe and environmental manner and in compliance with all applicable laws and regulations in the area of operations and the Manager's and / or Operator's safety programs and quality assurance systems. The Manager shall further ensure that the Vessel complies with applicable laws and regulations in the country of registration. However, any risks and costs connected to any non-compliances shall be for Owners account.

5.5

Quality Assurance

The Manager undertakes to have in place an appropriate quality assurance system for the management of the Vessel and apply appropriate quality assurance principles and procedures (for all of the Manager's activities herein described) to no less extent than applied by the Manager for other projects of a similar nature. The Owner shall have the right to perform quality audits of the Manager's Quality Assurance System and practices during normal business hours subject to prior written request by the Owner.

5.6

Reporting of events

The Manager shall without undue delay after it has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time incidents;

(iii)

the occurrence of any default by any of the parties under any Employment Contract or any other relevant contract in respect of the Vessel;

(iv)

the occurrence of an event or condition which would permit any party under an Employment Contract or any other contract in respect of the Vessel to terminate such contract; or in the case of the Employment Contracts place the Vessel on a materially reduced zero day rate for a period exceeding 48 hours;

(v)

any environmental event or accident, e.g. any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

total loss of the Vessel or damage thereof requiring repairs, the cost of which is likely to exceed USD 250,000 for one single damage or, if several damages, likely to exceed an aggregate value of USD 500,000 during a 12 month period;

(vii)

any other claim exceeding USD 250,000, or if several claims, exceed an aggregate value of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire will be shown in the daily drilling reports provided to the Management

MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS

The Manager may at its own discretion enter into agreements with other Group Companies including, but not limited to, Ocean Rig UK Ltd., Ocean Rig Offshore Management Ltd., Ocean Rig Canada Inc., Ocean Rig North Sea AS and Ocean Rig UDW LLC to carry out parts of the scope of this Agreement,

MANAGEMENT FEE

7.1

The Management Fee

The Manager shall receive an annual management fee (the " Management Fee ") as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the " Services ").

7.2

Cost base for Management Fee

For the purposes of this Agreement, the term " Operating Costs " shall be defined as ail operating costs incurred by the Manager in rendering the Services, including:

the Manager's salary costs, pension costs and other costs attributable to the Manager's employees engaged in performing the Services, but excluding Crew costs forming part of the Vessel Operating Costs;

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs; and

all other of the Manager's direct and indirect operating costs attributable to the rendering of the Services, including other administrative costs related to the operation of the Managers organization.

The Operating Costs shall not include costs directly attributable to the Manager's rendering of services to other customers than the Owner, including customers who are rig-owning Group Companies. The Operating Costs shall, however, include a proportionate share of the Manager's total indirect costs (overhead costs, eta) attributable to its rendering of services to its customers, including indirect costs attributable to various vessels under the Manager's management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax.

For the purposes of this Agreement, " Pass-Through Costs " includes:

fees and other costs paid by the Manager with its own funds to third party sub-contractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under insurances covered by sub-Clauses 4.3.1 and 4.3.2 above if exceptionally paid by the Manager with its own funds; and

Vessel Operating Costs if exceptionally paid by the Manager with its own funds.

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee: calculation and payment

The Manager shall each year prepare a complete budget over the Operating Costs and Pass-Through Costs for its activities in the subsequent year. The budget shall be based on an activity level corresponding to the current activity level, also in terms of the number of drilling vessels under the Manager's management (affecting the level of the Manager's indirect costs), and on reasonable assumptions as to the development of the Manager's Operating Costs and Pass-Through Costs in the coming year.

The Owner undertakes to provide the Manager with such information on its requirements for the Services as shall be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the coming year (the " Preliminary Fee ") shall then be calculated. The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 % mark-up; and

the budgeted Pass-Through Costs.

The Preliminary Fee and the calculation thereof, as well as the budget on which the Preliminary Fee is based, shall be presented to the Owner each year. The Preliminary Fee shall be paid from the Owner to the Manager on a quarterly basis in advance, on 1 January, 1 April, 1 July and 1 October. Each of the quarterly amounts shall equal 25 % of the total Preliminary Fee for the relevant year.

In the event the sum of the Manager's actual Operating Costs and Pass-Through Costs for any quarter deviates significantly from the budgeted Operating Costs and Pass-Through Costs for that quarter, the parties may agree on a corresponding adjustment of the subsequent quarterly payment of the Preliminary Fee.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7 % mark-up;

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 % mark-up; and

the actual Pass-Through Costs incurred by the Manager in the relevant year.

If, exceptionally, a part of the actual Operating Costs have been covered by the Manager using the Owners funds (" Owner Covered Operating Costs ") the Management Fee shall be reduced by an amount equal to the Owner Covered Operating Costs.

If the Management Fee is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Positive Settlement Payment " by the Owner to the Manager, If the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Negative Settlement Payment " by the Manager to the Owner. The Positive Settlement Payment or Negative Settlement Payment shall take place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited.

7.5

Adjustment of Management Fee to satisfy transfer pricing requirements

Both the Manager and the Owner has the right to demand an adjustment of the Management Fee, to the extent required in order for the Management Fee to satisfy the transfer pricing provisions applicable under the tax law of either party's tax jurisdiction. The party requiring such adjustment shall notify the other party thereof in writing, no later than 60 days after the date when the Manager's annual accounts for the relevant year have been finalized and audited. Any such adjustment shall be settled by payment of the adjustment amount between the parties no later than 15 days after agreement on the adjustment amount has been reached.

OWNER'S EQUIPMENT

The Manager shall not dispose of any item of the Owner's equipment on the Vessel disposed / owned by the Owner having a value in excess of USD 250,000 in any 12 month period without review by Management or the Owner, except for in cases related to repair, testing or certification of equipment.

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts in respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested in it as aforesaid) be entitled (but not bound):

(i)

to employ, subject to Owner's prior written approval, on behalf of the Owner, any such agents or ship or insurance brokers as it may deem fit with liberty to appoint any associated company in any such capacity;

(ii)

to engage subcontractors for the performance of specific assignments;

(iii)

subject to sub-Clause 3.1.1, to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and

(iv)

to assist the Owner to the extent requested by the Owner in obtaining legal advice in relation to disputes or other legal matters affecting the interests of the Owner in respect of the Vessel related to the Construction Contract or potential other applicable contracts related to the Vessel. A copy of such advice shall be sent to the Owner as soon as possible after receipt thereof.

In the process of identifying a subcontractor, agent or consultant, the Manager shall use its best efforts to ensure that the chosen subcontractor, agent or consultant have the necessary skills to perform the service function subcontracted to it.

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

From time to time the Manager may borrow funds from the Owner, and the Owner may borrow funds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general. Such intercompany loans shall bear interest at a rate corresponding to (í) the lender's average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (ii) an additional flat profit margin of 0.25 per cent The margin is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Manager shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including in all countries in which the Manager operates, which (i) are based on income, profit or gain (if any) derived from remuneration paid to the Manager under this Agreement, (ii) are imposed or assessed by any country in which the Manager is subject to tax by reason of the performance of services under this Agreement, or (ill) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

CONSULTATION

Upon request by the Owner the Manager shall consult in detail with the Owner on any aspect of the management of the Vessel.

13.

DURATION AND TERMINATION

13.1

Duration

The Agreement shall be effective for a period up to 31st December 2020.

13.2

Termination

The Manager shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys payable by the Owner shall not have been received in the Manager's nominated account within 30 working days of payment having been requested in writing by the Manager.

The Owner shall be entitled to terminate the Agreement with immediate effect by notice in writing if the Manager materially breaches any of its material obligations under this Agreement and such breach is due to the Manager's gross negligence or willful misconduct.

13.3

Effect of termination

If this Agreement is terminated the Manager shall (subject to completion of any subsisting drilling operations) redeliver the Vessel at the expense of the Owner to the Owner at such place as the Owner may request, provided that the Owner shall make pre-payment to the Manager of any costs to be incurred by the Manager in doing so. During such termination period the Manager will assist in full to compile final reports, immediately return ail Vessel related documentation, transition to new

managers and other assistance as may be reasonably required by the Owner and that fall within the scope of this Agreement.

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to all rights accrued due between the Manager and Owner prior to the date of termination.

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

The Owner and / or its duly appointed representatives shall have the right to undertake internal audits of its own companies and the Manager's costs reimbursed by the Owner of any and all documents and records relating to the Vessel and performance of services hereunder. The Manager will keep copies of all applicable documents and communications etc., and will permit the Owner and / or its duly appointed representative to inspect such records at such times as may be mutually agreed between the Parties during normal office hours of the Manager, and on prior agreement; provided, however, such right to audit shall terminate 24 months following the end of the calendar year during which any services was completed. All audits and audited accounts relating to the management of the Vessel shall conform to Manager's own accounting standards and be certified and reviewed by the Manager's auditors.

14.2

Attendance / Supervision

The Owner, the Owner's representative and,/ or its duly appointed representatives shall have the right to attend and supervise the Vessel during all phases and periods when this Agreement is in force

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

Either Party may assign its rights hereunder to any Group Company designated by it provided that the Party effecting the assignment shall remain responsible for the proper performance of this Agreement and provided that the assignee is not a competitor of either Party.

16.

EXCLUSION OF SET OFF

The Manager agrees that it shall not be entitled to any right of set off against the Owner in respect of any monies received by it on behalf of the Owner except as specifically authorised by this Agreement or otherwise in writing by the Owner.

17.

INDEMNITY

Except as provided in below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, including officers or Crew member employed on

the Vessel or in connection therewith, for any loss or damage arising directly or indirectly out of the performance by Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager, its officers, directors, shareholders and employees against any and all claims and demands (including costs and reasonable attorneys fees of defending such claim or demand) and any other losses or liabilities arising directly or indirectly out of the performance by Manager of any of its duties in respect of the Vessel under this Agreement.

The provisions of this Clause shall not apply with respect to any loss, damage, claim, demand, or liability if and to the extent that the same results from the Manager's, its officers, its directors', or employees' gross negligence or wilful misconduct in the performance of its duties under this Agreement.

18.

FORCE MAJEURE

Neither Party shall be liable to the other Party for loss or damage resulting from delay or failure to perform this Agreement, or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes behind its control due to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or any acts of God, or failure of transportation, epidemics, quarantine restrictions, or labour trouble causing cessation, slowdown, or interruption of work, In the event that a situation giving rise to force majeure which prevents a Party from performing under this Agreement, the Parties shall confer as to the further fulfilment or termination of this Agreement.

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

This Agreement may be executed simultaneously in any number of counterparts each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.

21.

MODIFICATION OF AGREEMENT

No modification or any further representation, promise, or agreement in connection with subject matter under this Agreement shall be binding, unless made in writing and signed on behalf of the Parties by duty authorized representatives.

22.

CONFIDENTIALITY

Except as may be required by applicable law, any non-public or confidential information relating to the business or affairs of the Owner or the Owner's principals obtained by the Manager in the performance of this Agreement shall be kept strictly confidential.

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party.

Except as may be required by applicable law, any non-public or confidential information relating to the business or affairs of the Manager and / or the Manager's principals obtained by the Owner or the Owner's principals in the performance of this Agreement shall be kept strictly confidential.

23.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English Law.

24.

ARBITRATION

All disputes arising out of this Agreement shall be arbitrated at London in the following manner. One arbitrator is to be appointed by each of the Parties hereto and a third by the two so chose. Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court The arbitrators shall be commercial persons, conversant with shipping matter. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof.

In the event that the Owner or the Manager shall state a dispute and designate an arbitrator, in writing, the other Party shall have thirty (30) days, excluding Saturdays, Sundays and legal holidays, to designate it's arbitrator, failing which the appointed arbitrator can render an award hereunder.

Until such time as the arbitrators finally close the hearings, either Party shall have the right by written notice served on the arbitrators and on the other Party to specify further disputes or differences under this Agreement for hearing and determination.

The arbitrators may grant any relief, and render an award, which they or a majority of them deem just and equitable and within the scope of the Agreement of the Parties, including but not limited to the posting of security. Awards pursuant to this Clause may include costs, including a reasonable allowance for attorneys' fees and judgements may be entered upon any award made herein in any court having jurisdiction.

This Agreement is made in two (2) originals, one for each Party.

	Ocean Rig Management Inc.		Drillship Skyros Owners Inc.

	/s/ Dr. Adriano Cefai		/s/ Dr. Adriano Cefai

	Dr. ADRIANO CEFAI DIRECTOR MARE SERVICES LTD 5/1 MERCHANTS STREET VALLETTA VLT 1171		Dr. ADRIANO CEFAI DIRECTOR MARE SERVICES LTD 5/1 MERCHANTS STREET VALLETTA VLT 1171

	OMEGA SERVICES LIMITED		MARE SERVICES LMITED
	Sole Director		Sole Director

EXECUTION VERSION

Dated 13 February 2015

USD 475,000,000 TERM LOAN FACILITIES

for

DRILLSHIP ALONISSOS SHAREHOLDERS INC.
as Borrower

OCEAN RIG UDW INC.,
as Parent and Guarantor

DRILLSHIP ALONISSOS OWNERS INC.
as Drillship Owner and Guarantor

with

DNB BANK ASA and DVB BANK SE (AMSTERDAM BRANCH)
as Mandated Lead Arrangers

THE BANKS AND FINANCIAL INSTITUTIONS NAMED THEREIN
as Hedge Counterparties

THE BANKS AND FINANCIAL INSTITUTIONS NAMED THEREIN
as Lenders under the Commercial Facility

THE BANKS AND FINANCIAL INSTITUTIONS NAMED THEREIN
as Lenders under the Kexim Guaranteed Facility

THE EXPORT-IMPORT BANK OF KOREA
as Lender under the Kexim Direct Facility

DNB BANK ASA

as Kexim Guarantee Agent

DNB BANK ASA

as Bookrunner and Coordinator

and

DNB BANK ASA

Facility Agent and Security Agent

FACILITIES AGREEMENT

WATSON, FARLEY & WILLIAMS
London

Clause	Index	Page
Section 1	Interpretation	3
1	Definitions and Interpretation	3
Section 2	The Facilities	26
2	The Facilities	26
3	Purpose	26
4	Conditions of Utilisation	27
Section 3	Utilisation	28
5	Utilisation	28
Section 4	Repayment, Prepayment and Cancellation	30
6	Repayment	30
7	Prepayment and Cancellation	31
Section 5	Costs of Utilisation	34
8	Interest	34
9	Interest Periods	37
10	Changes to the Calculation of Interest	37
11	Fees	38
Section 6	Additional Payment Obligations	40
12	Tax Gross Up and Indemnities	40
13	Increased Costs	44
14	Other Indemnities	45
15	Mitigation by the Lenders	48
16	Costs and Expenses	48
Section 7	Guarantee	50
17	Guarantee and Indemnity	50
Section 8	Representations, Undertakings and Events of Default	53
18	Representations	53
19	Information Undertakings	59
20	Financial Covenants	61
21	General Undertakings	63
22	Insurance Undertakings	70
23	Drillship Undertakings	74
24	Security Cover	79
25	Application of Earnings	80
26	Events of Default	82
Section 9	Changes to Parties	86
27	Changes to the Lenders	86
28	Changes to the Obligors	91
Section 10	The Finance Parties	92
29	The Facility Agent and the Mandated Lead Arrangers	92
30	The Security Agent	101
31	Kexim Guarantee Agent	114
32	Conduct of Business by the Finance Parties	116
33	Sharing among the Finance Parties	117
Section 11	Administration	119
34	Payment Mechanics	119
35	Set-Off	122
36	Notices	122
37	Calculations and Certificates	124
38	Partial Invalidity	125
39	Remedies and Waivers	125
40	Settlement or Discharge Conditional	125

41	Irrevocable Payment	125
42	Amendments and Waivers	125
43	Confidentiality	126
44	Counterparts	129
Section 12	Governing Law and Enforcement	130
45	Governing Law	130
46	Enforcement	130
Schedule 1	The Parties	131
Schedule 2	Conditions Precedent	138
Schedule 3	Requests	143
Schedule 4	Form of Transfer Certificate	145
Schedule 5	Form of Assignment Agreement	148
Schedule 6	Form of Compliance Certificate	150
Schedule 7	Form of Accession Letter	152
Schedule 8	Repayments	153
Schedule 9	Form of Prepayment/ Cancellation Notice	154
Schedule 10	Timetables	155
Schedule 11	Corporate Structure	156
Execution Pages		157

EXECUTION VERSION

THIS AGREEMENT is made on 13 February 2015

PARTIES

(1)	DRILLSHIP ALONISSOS SHAREHOLDERS INC , a corporation incorporated under the laws of the Marshall Islands with registered number 56858 whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as borrower (the " Borrower ");

(2)	THE COMPANIES listed in Part B of Schedule 1 ( The Guarantors ) as original guarantors (the " Original Guarantors ");

(3)	THE FINANCIAL INSTITUTIONS listed in Part C of Schedule 1 ( The Lenders ) as original commercial lenders (the " Original Commercial Lenders ");

(4)	THE FINANCIAL INSTITUTIONS listed in Part C of Schedule 1 ( The Lenders ) as original lenders under the Kexim Guaranteed Facility (the " Original Kexim Guaranteed Lenders ");

(5)	THE EXPORT–IMPORT BANK OF KOREA of 38 Eunhaeng-ro, Yeongdeungpo-gu, Seoul, 150996, Republic of Korea as lender under the Kexim Direct Facility (" Kexim ");

(6)	DNB BANK ASA and DVB BANK SE (AMSTERDAM BRANCH) as mandated lead arrangers (the " Mandated Lead Arrangers ");

(7)	DNB BANK ASA and DVB BANK SE (AMSTERDAM BRANCH) as hedge counterparties (the " Hedge Counterparties ");

(8)	DNB BANK ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway, as agent for the Kexim Guaranteed Lenders (the " Kexim Guarantee Agent ");

(9)	DNB BANK ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway, as bookrunner (the " Bookrunner ") and coordinator (the " Coordinator ");

(10)	DNB BANK ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway, as agent of the other Finance Parties (the " Facility Agent "); and

(11)	DNB BANK ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway, as security agent for the Secured Parties (the " Security Agent ").

BACKGROUND

(A)

The Lenders have agreed to make available to the Borrower facilities of up to USD 475,000,000 in aggregate for the purposes of financing post-delivery no more than 70 per cent. of the Market Value of the Drillship on or around the Delivery Date, which is to be constructed by the Builder for, and purchased by, the Drillship Owner pursuant to the Building Contract.

(B)	The Borrower may enter into interest rate swap transactions with Hedge Counterparties under the Hedging Agreements to hedge its exposure under this Agreement to interest rate fluctuations (but not for speculative purposes).

SECTION 1

INTERPRETATION

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In addition to the terms defined elsewhere in this Agreement, in this Agreement:

" Account Bank " means DNB Bank ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway.

" Accounting Principles " means generally accepted accounting principles in the United States of America (US GAAP) or IFRS.

" Accounts " means any Earnings Account and the Retention Account.

" Account Security " means each document creating security in respect of any Account, in agreed form.

" Additional Guarantor " means any company acceding to this Agreement as a Guarantor in accordance with Clause 21.11 ( New Guarantors ).

" Advance " means a borrowing of a Facility under this Agreement.

" Affiliate " means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

" Applicable Margin " means:

(a)

the Commercial Facility Margin for the Commercial Facility;

(b)

the Kexim Direct Facility Margin for the Kexim Direct Facility; and

(c)

the Kexim Guaranteed Facility Margin for the Kexim Guaranteed Facility.

" Approved Broker " means Pareto, IHS, Fearnleys AS, RS Platou, Clarkson and any other independent sale and purchase shipbroker acceptable to the Majority Lenders.

" Approved Classification " means class of the highest level with the Approved Classification Society.

" Approved Classification Society " means American Bureau of Shipping, Det Norske Veritas, Lloyd's Register or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

" Approved Flag " means the Marshall Islands.

" Assignment Agreement " means an agreement substantially in the form set out in Schedule 5 ( Form of Assignment Agreement ) or any other form agreed between the relevant assignor and assignee.

" Assignment of Hedging Agreements " means the assignment creating Security over the Borrower's rights and interests in any Hedging Agreement, in agreed form.

" Assignment of Intra-Group Loan " means the assignment creating Security over all rights of any lender under any Intra-Group Loan, in agreed form.

" Assignment of Satisfactory Drilling Contract " means an assignment or pledge creating Security in respect of the rights (of any of them) of the Drillship Owner and/or (if relevant) any Intra-Group Charterer under any Satisfactory Drilling Contract, in agreed form.

" Authorisation " means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

" Availability Period " means, in relation to each Facility, the period from and including the date of this Agreement to and including the earlier of the Utilisation Date and 30 April 2015.

" Available Commitment " means a Lender's Commitment minus:

(a)

the amount of its participation in all Advances made; and

(b)

in relation to any proposed Utilisation, the amount of its participation in any Advance that is due to be made on or before the proposed Utilisation Date.

" Available Facility " means the aggregate for the time being of each Lender's Available Commitment.

" Bareboat Charter " means any bareboat charter in relation to the Drillship entered into or to be entered into between any Intra-Group Charterer and the Drillship Owner.

" Basel III " means, together:

(a)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b)

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

"Break Costs" means the amount (if any) by which:

(a)

the interest calculated on the basis of LIBOR only (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Facility or an Unpaid Sum to the last day of the current Interest Period in respect of the Facility or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period

exceeds

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

"Builder" means Samsung Heavy Industries Co. Ltd., Korea.

" Building Contract " means the building contract for the Drillship dated 20 September 2012 and made between the Builder and the Drillship Owner for the construction by the Builder of the Drillship and the purchase of the Drillship by the Drillship Owner.

" Business Day " means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam, Athens, Frankfurt, London, Oslo, Switzerland, New York and Seoul.

" Cash " means in relation to any member of the Restricted Group:

(a)

cash in hand legally and beneficially owned by it; and

(b)

cash deposits legally and beneficially owned by it, and which are deposited with (i) a Lender, (ii) any other deposit taking institution having a rating of at least A- from Standard & Poor's Rating Group Services or the equivalent with any other principal credit rating agency in the United States of America or Europe acceptable to the Facility Agent (acting with the authorisation of the Majority Lenders) or (iii) any other bank or financial institution approved by the Facility Agent (acting with the authorisation of the Majority Lenders) which in each case:

(i)

is free from any Security, other than pursuant to the Transaction Security;

(ii)

is otherwise at the free and unrestricted disposal of the member of the Restricted Group who owns it; and

(iii)

in the case of cash deposits held by a member of the Restricted Group other than an Obligor, is (in the opinion of the Facility Agent, based upon such documents and evidence as the Facility Agent may require the Borrower to provide in order to form the basis of such opinion) capable or, upon the occurrence of an Event of Default under this Agreement, would become capable of being paid without restriction to an Obligor within five Business Days of its request or demand therefore either by way of a dividend or by way of a repayment of principal (or the payment of interest thereon) in respect of Intra-Group Loan from the relevant Obligor to that member of the Restricted Group.

" Cash Equivalent " means at any time:

(a)

any investment in marketable debt obligations issued or guaranteed by (i) a government or (ii) an instrumentality or agency of a government and in respect of (i) and (ii) having a credit rating of either A-1 or higher by Standard & Poor's Rating Group Services or the equivalent with any other principal credit rating agency in the United States of America or Europe, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(b)

commercial paper (debt obligations) not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

issued by an issuer incorporated in the United States of America, the United Kingdom or Norway;

(iii)

which matures within one year after the relevant date of calculation; and

(iv)

which has a credit rating of at least A-1 or higher by Standard & Poor's Rating Group Services or the equivalent with any other principal credit rating agency in the United States of America or Europe;

(c)

any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor's Rating Group Services or the equivalent with any other principal credit rating agency in the United States of America or Europe, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (b) above and (iii) can be turned into cash on not more than five days' notice; or

(d)

any other debt security approved by the Facility Agent (acting with the authorisation of the Majority Lenders),

in each case, to which a member of the Restricted Group is alone (or together with the another member of the Restricted Group) beneficially entitled at that time and which is not issued or guaranteed by a member of the Restricted Group or subject to any Security.

" Charged Property " means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction Security.

" Charter " means any Satisfactory Drilling Contract and any Bareboat Charter.

" Client " means, in the case of the initial Satisfactory Drilling Contract, Total E&P Congo, and otherwise a reputable oil major, independent oil company or national oil company acceptable to the Majority Lenders.

" Code " means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

" Commercial Facility " means the Commercial Facility of up to USD 175,000,000 made available under this Agreement as described in Clause 2.1 ( Facility ).

" Commercial Facility Balloon " has the meaning given to it in Clause 6.1 ( Repayment of Advances ).

" Commercial Facility Loan " means the principal amount of the Commercial Facility for the time being outstanding under this Agreement.

" Commercial Facility Margin " means, in relation to the Commercial Facility, 210 basis points per annum.

" Commercial Facility Termination Date " means the date falling five years after the Utilisation Date, but not later than 30 April 2020.

" Commercial Facility Termination Date Balance " has the meaning given to it in Clause 6.1 ( Repayment of Advances ).

" Commercial Lender Commitment " means:

(a)

in relation to an Original Commercial Lender, the aggregate of the amounts set opposite its name under the heading "Commitment" in Part C of Schedule 1 ( The Parties ) and the amount of any other Commercial Lender Commitment transferred to it under this Agreement; and

(b)

in relation to any other Commercial Lender, the amount of any Commercial Lender Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

" Commercial Lender " means:

(a)

any Original Commercial Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in relation to the Commercial Facility in accordance with Clause 27.1 ( Assignments and transfers by the Lenders ),

which in each case has not ceased to be a party in accordance with this Agreement.

" Commitment " means:

(a)

in relation to a Commercial Lender, its Commercial Lender Commitment;

(b)

in relation to Kexim or any other Lender under the Kexim Direct Facility, its Kexim Commitment;

(c)

in relation to a Kexim Guaranteed Lender, its Kexim Guaranteed Lender Commitment.

" Compliance Certificate " means a certificate in the form set out in Schedule 6 ( Form of Compliance Certificate ) or in any other form agreed between the Parent and the Facility Agent.

" Confidential Information " means all information relating to any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)

any member of the Group or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 43 ( Confidentiality )); or

(ii)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

" Corresponding Debt " means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

" CRD IV " means Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC.

" CRR " means Regulation (EU) no. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012.

" Current Assets " means, on any date, the aggregate value of the assets of the Group (on a consolidated basis) or, as the case may be, the Borrower (on a consolidated basis) which are treated as current assets in accordance with the applicable Accounting Principles.

" Current Liabilities " means, on any date, the aggregate amount of all liabilities of the Group (on a consolidated basis) or, as the case may be, the Borrower (on a consolidated basis) which are treated as current liabilities in accordance with the applicable Accounting Principles, but excluding the short term portion of long term debt.

" Current Ratio " means the ratio of Current Assets to Current Liabilities. " Default " means an Event of Default or a Potential Event of Default.

" Delegate " means any delegate, agent, attorney, co-trustee or other person appointed by the Security Agent.

" Delivery Date " means the date on which the Drillship is delivered by the Builder to the Drillship Owner in accordance with the Building Contract.

" Disruption Event " means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with a Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

" Document of Compliance " has the meaning given to it in the ISM Code.

" dollars " and " USD " mean the lawful currency, for the time being, of the United States of America.

" Drillship " means the ultra-deepwater drillship known as Hull No. 2063 and to be named "Ocean Rig Apollo" and to be acquired by the Drillship Owner.

" Drillship Owner " means Drillship Alonissos Owners Inc.

" Earnings " means, in relation to the Drillship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to any Obligor or the Security Agent and which arise out of the use or operation of the Drillship, including (but not limited to):

(a)

the following, save to the extent that any of them is, with the prior written consent of the Majority Lenders, pooled or shared with any other person:

(i)

all freight, hire and passage moneys;

(ii)

compensation payable to that Obligor or the Security Agent in the event of requisition of the Drillship for hire;

(iii)

remuneration for salvage and towage services;

(iv)

demurrage and detention moneys;

(v)

damages for breach (or payments for variation or termination) of any Charter;

(vi)

all moneys which are at any time payable under any Insurances in respect of loss of hire;

(vii)

all monies which are at any time payable to that Obligor in respect of general average contribution; and

(b)

if and whenever the Drillship is employed on terms whereby any moneys falling within paragraphs (i) to (vii) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Drillship.

" Earnings Account " means:

(a)

an account in the name of the Borrower, the Drillship Owner and/or any Intra-Group Charterer with the Account Bank designated "Earnings Account"; or

(b)

any other account (with that or another office of the Account Bank or with a bank or financial institution other than the Account Bank) which is designated by the Facility Agent as the Earnings Account for the purposes of this Agreement,

and to which any part of the Earnings of the Drillship may be paid.

" EBITDA " means the earnings before interest expenses, taxes, depreciation and amortization of the Group (on a consolidated basis) or, as the case may be, the Borrower (on a consolidated basis) not taking into account any exceptional or extraordinary items (including any gain or loss on the sale of any asset) on a consolidated basis for the previous period of 12 Months.

" Environmental Approval " means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

" Environmental Claim " means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, " claim " includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, 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; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

" Environmental Incident " means, in relation to the Drillship:

(a)

any release, emission, spill or discharge into the Drillship or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally Sensitive Material within or from the Drillship; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than the Drillship and which involves a collision between

the Drillship and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Drillship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Drillship and/or any Obligor and/or the Manager, Client or any other operator of the Drillship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from the Drillship and in connection with which the Drillship is actually or potentially liable to be arrested and/or where any Obligor and/or the Manager, Client or any other operator of the Drillship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

" Environmental Law " means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

" Environmentally Sensitive Material " means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

" Equity " means, on any date, the Group's (on a consolidated basis) or, as the case may be, the Borrower's (on a consolidated basis) nominal book value of equity treated as equity in accordance with the applicable Accounting Principles.

" Equity Ratio" means the ratio of Equity to Total Assets.

" Event of Default " means any event or circumstance specified as such in Clause 26 ( Events of Default ).

" Facility " means any of the Commercial Facility, the Kexim Direct Facility and the Kexim Guaranteed Facility, and " Facilities " shall mean all of them.

" Facility Office " means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

" FATCA " means:

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means:

(a)

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)

in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c)

in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

" FATCA Deduction " means a deduction or withholding from a payment under a Finance Document required by FATCA.

" FATCA Exempt Party " means a Party that is entitled to receive payments free from any FATCA Deduction.

" Fee Letter " means any letter or letters designated as a fee letter setting out any of the fees referred to in Clause 11 ( Fees ).

" Finance Document " means:

(a)

this Agreement;

(b)

any Fee Letter;

(c)

any Hedging Agreement;

(d)

any Account Security;

(e)

any Shares Security;

(f)

the Mortgage;

(g)

any General Assignment;

(h)

any Assignment of Hedging Agreements;

(i)

any Assignment of Satisfactory Drilling Contract;

(j)

any Assignment of Intra-Group Loan;

(k)

the Manager's Undertaking;

(l)

any other document (whether or not it creates Security) which is executed as security for, or for the purpose of establishing a priorities subordination arrangement in relation to, the Secured Liabilities; and

(m)

any other document designated as such by the Facility Agent and the Borrower.

" Finance Party " means the Bookrunner, the Coordinator, the Facility Agent, the Security Agent, the Kexim Guarantee Agent, any Mandated Lead Arranger, any Hedge Counterparty and any Lender.

" Financial Indebtedness " means any indebtedness for or in respect of:

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the applicable Accounting Principles, be treated as a finance or capital lease;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h)

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

" General Assignment " means the general assignment creating security in respect of the Earnings, the Insurances and any Requisition Compensation relating to the Drillship in agreed form.

" Group " means the Parent and its Subsidiaries from time to time. " Guarantors " means the Original Guarantors and any Additional Guarantors.

" Hedging Agreement " means any master agreement, confirmation, schedule or other agreement entered into or to be entered into by the Borrower and a Hedge Counterparty for the purpose of hedging the interest rate liabilities and/or the exchange rate risks of the Borrower of, and in relation to, the Facilities (and designated as such), provided always that the parties' obligations are to be netted at market price either on a continuous basis or upon default.

" Holding Company " means, in relation to a person, any other person in respect of which it is a Subsidiary.

" IFRS " means international accounting standards within the meaning of the IAS Regulation 1606/2002 (as from time to time amended).

" Indemnified Person " has the meaning given to it in Clause 14.2 ( Other indemnities ).

" Insurances " means, in relation to the Drillship:

(a)

all policies and contracts of insurance, including entries of the Drillship in any protection and indemnity or war risks association, effected in respect of the Drillship, its Earnings or otherwise in relation to the Drillship; and

(b)

all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium.

" Insurance Value " has the meaning given to it in Clause 22.3 ( Terms of obligatory insurances ).

" Interest Cover Ratio " means the ratio of EBITDA to the Group's consolidated interest expenses for the previous period of 12 Months.

" Interest Period " means, in relation to an Advance or a Facility, each period determined in accordance with Clause 9 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 ( Default interest ).

" Intra-Group Charterer " means Ocean Rig Global Chartering Inc. or any other company within the Restricted Group becoming party to a Satisfactory Drilling Contract with a Client.

" Intra-Group Loan " means any current or future intra-group loan owed by an Obligor to the Parent, another Obligor or any other member of the Group, which shall in each case be required to be subordinated and subject to Security in accordance with Clause 21.19 ( Subordination ).

" ISM Code " means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

" ISPS Code " means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

" ISSC " means an International Ship Security Certificate issued under the ISPS Code.

" Kexim Commitment " means:

(a)

in relation to Kexim, the aggregate of the amounts set opposite its name under the heading "Commitment" in Part C of Schedule 1 ( The Parties ) and the amount of any other Kexim Commitment transferred to it under this Agreement; and

(b)

in relation to any Lender under the Kexim Direct Facility, the amount of any Kexim Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

" Kexim Direct Facility " means the Kexim Direct Facility of up to USD 175,000,000 made available under this Agreement as described in clause 2.1 ( Facility ).

" Kexim Direct Facility Loan " means the principal amount of the Kexim Direct Facility for the time being outstanding under this Agreement.

" Kexim Direct Facility Margin " means 210 basis points per annum.

" Kexim Facility " means the Kexim Direct Facility and the Kexim Guaranteed Facility, and " Kexim Facilities " shall mean both of them.

" Kexim Facility Termination Date " means, in relation to each Kexim Facility, the date falling 12 years after the Utilisation Date, but not later than 30 April 2027 and subject to the provisions of Clause 7.5 ( Kexim prepayment option ).

" Kexim Guarantee " means the guarantee issued or to be issued by the Kexim Guarantor in favour of the Kexim Guaranteed Lenders pursuant to which the Kexim Guarantor has guaranteed or will guarantee the payment to the Kexim Guaranteed Lenders of 100 per cent. of the Kexim Guaranteed Facility Loan outstanding from time to time and accrued interest on that.

" Kexim Guarantee Premium " means, in relation to the Kexim Guarantee, the sums payable from time to time to the Kexim Guarantor in accordance with Clause 11.3 ( Kexim Guarantee Premium ) and as stipulated in the Kexim Guarantee.

" Kexim Guaranteed Facility " means the Kexim Guaranteed Facility of up to USD 125,000,000 made available under this Agreement as described in clause 2.1 ( Facility ).

" Kexim Guaranteed Facility Loan " means the principal amount of the Kexim Guaranteed Facility for the time being outstanding under this Agreement.

" Kexim Guaranteed Facility Margin " means 147 basis points per annum.

" Kexim Guaranteed Lender Commitment " means:

(a)

in relation to an Original Kexim Guaranteed Lender, the aggregate of the amounts set opposite its name under the heading "Commitment" in Part C of Schedule 1 ( the Lenders ) and the amount of any other Kexim Guaranteed Lender Commitment transferred to it under this Agreement; and

(b)

in relation to any other Kexim Guaranteed Lender, the amount of any Kexim Guaranteed Lender Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

" Kexim Guaranteed Lenders " means:

(a)

any Original Kexim Guaranteed Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in relation to the Kexim Guaranteed Facility in accordance with Clause 27.1 ( Assignments and transfers by the Lenders ),

which in each case has not ceased to be a party in accordance with this Agreement.

" Kexim Guarantor " means The Export-Import Bank of Korea of 38 Eunhaeng-ro, Yeongdeungpo-gu, Seoul, 150-996, Republic of Korea in its capacity as the issuer of the Kexim Guarantee.

" Lender " means:

(a)

Kexim;

(b)

the Original Kexim Guaranteed Lenders;

(c)

the Original Commercial Lenders; and

(d)

any New Lender,

which in each case has not ceased to be a Party in accordance with this Agreement.

" Leverage Ratio " means the Net Funded Debt divided by EBITDA.

" LIBOR " means, in relation to any Advance, the Loan, any part of the Loan or any Unpaid Sum:

(a)

the applicable Screen Rate; or

(b)

if no Screen Rate is available for the currency of that Advance, the Loan, that part of the Loan or that Unpaid Sum), the Reference Bank Rate,

as of the Specified Time on the Quotation Day for dollars for that Advance, the Loan, that part of the Loan or that Unpaid Sum and for a period equal in length to the Interest Period of that Advance, the Loan, that part of the Loan or that Unpaid Sum and, if any such rate is below zero, LIBOR shall be deemed to be zero.

" LMA " means the Loan Market Association.

" Loan " means the aggregate amount of the Commercial Facility Loan, the Kexim Direct Facility Loan and the Kexim Guaranteed Facility Loan outstanding under this Agreement from time to time.

" Major Casualty " means any casualty to the Drillship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds USD 15,000,000 or the equivalent in any other currency.

" Majority Lenders " means:

(a)

if no Advance has yet been made, a Lender or Lenders whose Commitments aggregate more than 66% per cent. of the Total Commitments; or

(b)

at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66% per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66% per cent. of the Loan immediately before such repayment,

however always to include a minimum of two Commercial Lenders.

" Manager " means a Subsidiary of the Parent approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders, or any other company approved by the Majority Lenders, serving as the manager of the Drillship.

" Manager's Undertaking " means a letter of undertaking from the Manager subordinating the rights of the Manager against the Drillship and the Obligors to the rights of the Finance Parties in agreed form.

" Market Disruption Event " has the meaning given to it in Clause 10.2 ( Market disruption ).

" Market Value " means, at any date, the market value of the Drillship shown by the average of two valuations (or, if the two valuations differ by a margin of more than 10 per cent., three valuations and it being understood that the third Approved Broker shall be appointed by the Facility Agent), each prepared at the cost of the Borrower and addressed to the Facility Agent:

(a)

as at a date not more than 14 days previously (or, in relation to the valuations delivered pursuant to paragraph 3.4 of Part B of Schedule 2 ( Conditions Precedent ), 30 days previously);

(b)

by an Approved Broker;

(c)

with or without physical inspection of the Drillship (as the Facility Agent may require); and

(d)

on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any charter contract,

after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.

" Material Adverse Effect " means a material adverse effect on:

(a)

the business, operations, property, condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or

(b)

the ability of any Obligor to perform its obligations under any Finance Document; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

" Month " means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

" Mortgage " means the first preferred Marshall Islands ship mortgage on the Drillship in agreed form.

" Net Funded Debt " means on a consolidated basis all interest bearing debt for the Group less Cash and Cash Equivalents less restricted cash (provided however that any debt related to any new drilling unit shall only be taken into account from the earlier of (i) 12 Months after the start of its operations and (ii) 15 Months after its delivery date).

" New Lender " means any bank or financial institution which has become a Party in accordance with Clause 27 ( Changes to the Lenders ).

" Obligor " means the Borrower and the Guarantors at any time, including any Additional Guarantors.

" Original Financial Statements " means the audited consolidated financial statements of the Parent and the unaudited consolidated financial statements of the Borrower for the financial year ended 31 December 2013.

" Overseas Regulations " means the Overseas Companies Regulations 2009 (SI 2009/1801).

" Parallel Debt " has the meaning ascribed to it in Clause 30.2 ( Parallel Debt (Covenant to pay the Security Agent) ).

" Parent " means Ocean Rig UDW Inc.

" Participating Member State " means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

" Party " means a party to this Agreement and, where the context so permits, a party to another Finance Document.

" Permitted Holders " means George Economou, his direct linear descendants, the personal estate of any of the aforementioned persons and any trust created for the benefit of one or more of the aforementioned persons and their estates, or beneficially majority owned or controlled corporations, or Dryships Inc. or any company controlled by Dryships Inc.

" Permitted Security " means:

(a)

Security created by the Finance Documents;

(b)

Security disclosed in writing to the Facility Agent prior to the date of this Agreement and acceptable to the Facility Agent;

(c)

liens for unpaid master's and current crew's wages in accordance with usual maritime practice;

(d)

liens for salvage;

(e)

any ship repairer's or outfitter's possessory lien arising by operation of law and not exceeding USD 2,500,000; and

(f)

any other liens incurred in the ordinary course of operating such Drillship by operation of law and securing obligations not more than 30 days overdue and not exceeding USD 2,500,000.

" Potential Event of Default " means any event or circumstance specified in Clause 26 ( Events of Default ) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

" Protected Party " has the meaning given to it in Clause 12.1 ( Definitions ). " Quarter Date " means 31 March, 30 June, 30 September and 31 December.

" Quotation Day " means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

" Receiver " means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

" Reference Bank Rate " means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank

market in dollars for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

" Reference Banks " means DNB Bank ASA, Credit Suisse AG and such other Lender as may be appointed by the Facility Agent in consultation with the Borrower.

" Relevant Interbank Market " means the London interbank market.

" Relevant Jurisdiction " means, in relation to an Obligor:

(a)

its jurisdiction of incorporation;

(b)

any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, under the Finance Documents to which it is a party is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Transaction Security created, or intended to be created, under the Finance Documents to which it is a party.

" Relevant Person " means:

(a)

each member of the Group; and

(b)

each of its directors and officers, employees, agents and representatives.

" Repayment Date " means the date falling three Months after the Utilisation Date and each date falling at three monthly intervals thereafter.

" Repayment Instalment " has the meaning given to it in Clause 6.1 ( Repayment of Advances ).

" Repeating Representation " means each of the representations set out in Clause 18 ( Representations ) except Clause 18.36 ( Insolvency ), Clause 18.9 ( No filing or stamp taxes ) and Clause 18.10 ( Deduction of Tax ) and any representation of any Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.

" Representative " means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

" Requisition " means, in relation to the Drillship:

(a)

any expropriation, confiscation, requisition or acquisition of the Drillship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one year without any right to an extension) unless it is within 30 days redelivered to the full control of the Drillship Owner; and

(b)

any arrest, capture, seizure or detention of the Drillship (including any hijacking or theft) unless it is within 30 days redelivered to the full control of the Drillship Owner.

" Requisition Compensation " includes all compensation or other moneys payable by reason of any Requisition.

" Restricted Group " means the Borrower and its Subsidiaries from time to time, including for the avoidance of doubt the Drillship Owner and any Intra-Group Charterer.

" Restricted Party " means a person that is:

(a)

listed on any Sanctions List or targeted by Sanctions (whether designated by name or by reason of being included in a class of person);

(b)

located in or incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions which attach legal effect to being located in or incorporated under the laws of any country or territory that is the target of comprehensive, country or territory-wide Sanctions; or

(c)

directly or indirectly owned or controlled by, or acting on behalf, at the direction or for the benefit of, a person referred to in (a) and/or (to the extent relevant under Sanctions) (b) above.

"Retention Account" means:

(a)

an account in the name of the Borrower with the Account Bank designated "Retention Account"; or

(b)

any other account (with that or another office of the Account Bank or with a bank or financial institution other than the Account Bank) which is designated by the Facility Agent as the Retention Account for the purposes of this Agreement.

" Safety Management Certificate " has the meaning given to it in the ISM Code.

" Safety Management System " has the meaning given to it in the ISM Code.

" Sanctions " means any laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes administered by any Sanctions Authority.

" Sanctions Authority " means the Norwegian State, the United Nations, the European Union, the Member States of the European Union, the United States of America, Switzerland, Hong Kong, Singapore and any authority acting on behalf of any of them in connection with Sanctions.

" Sanctions List " means:

(a)

the lists of Sanctions designations and/or targets maintained by any Sanctions Authority; and/or

(b)

any other Sanctions designation or target listed and/or adopted by a Sanctions Authority, in all cases, from time to time.

"Satisfactory Drilling Contract" means:

(a)

the drilling contract for the Drillship (contract number 4640002125) dated 30 July 2013 and made between (i) Ocean Rig Global Chartering Inc., as later novated to the Drillship Owner pursuant to a novation agreement dated 3 December 2014 and (ii) Total E&P Congo as client, at a base day rate of USD 580,000 and having a fixed duration of three years; or

(b)

any other agreement for the employment of the Drillship for drilling operations which is in form and substance customary in the offshore drilling market and acceptable to all the Lenders, entered into between the Drillship Owner or an Intra-Group Charterer and a Client.

" Screen Rate " means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on page LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

" Secured Liabilities " means all present and future obligations and liabilities, actual or contingent, of the Obligors or any of them to the Secured Parties or any of them under or in connection with the Finance Documents or any of them.

" Secured Party " means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

" Security " means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

" Security Period " means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

" Security Property " means:

(a)

the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

(b)

all obligations expressed to be undertaken by an Obligor to pay amounts in respect of the Secured Liabilities to the Security Agent as trustee for the Secured Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by an Obligor in favour of the Security Agent as trustee for the Secured Parties;

(c)

the Security Agent's interest in any turnover trust created under the Finance Documents;

(d)

any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties,

except:

(i)

rights intended for the sole benefit of the Security Agent; and

(ii)

any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

" Selection Notice " means a notice substantially in the form set out in Part B of Schedule 3 ( Requests ) given in accordance with Clause 9 ( Interest Periods ).

" Service Contract " means a contract entered into between a member of the Group and a Client in support of a Satisfactory Drilling Contract, and under which provision of additional services or other requirements incidental to the Satisfactory Drilling Contract is agreed due to requirements set out in the Satisfactory Drilling Contract or pursuant to local content requirements in the jurisdiction of operation, always provided however that the net profits

obtained under such contract are unsubstantial in relation to the total consideration payable by the Client for the overall drilling operation.

" Servicing Bank " means the Facility Agent or the Security Agent.

" Shares Security " means each document creating security in respect of the share capital and the ownership interests in each company within the Restricted Group, including any Intra-Group Charterer, in agreed form.

" Specified Time " means a time determined in accordance with Schedule 10 ( Timetables ). " Subsidiary " means an entity from time to time of which a person:

(a)

has direct or indirect control; or

(b)

owns directly or indirectly more than fifty (50) per cent (votes and/or capital),

for the purpose of paragraph (a), an entity shall be treated as being controlled by a person if that person is able to direct its affairs and/or control the composition of its board of directors or equivalent body.

" Tax " means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

" Tax Credit " has the meaning given to it in Clause 12.1 ( Definitions ).

" Tax Deduction " has the meaning given to it in Clause 12.1 ( Definitions ).

" Tax Payment " has the meaning given to it in Clause 12.1 ( Definitions ).

" Termination Date " means the Commercial Facility Termination Date or the Kexim Facility Termination Date.

" Third Parties Act " has the meaning given to it in Clause 1.5 ( Third party rights ).

" Total Assets " means, on any date, the Group's (on a consolidated basis) or, as the case may be, the Borrower's (on a consolidated basis) book value of assets which are treated as assets in accordance with the applicable Accounting Principles.

" Total Commercial Facility Loan Commitment " means USD 175,000,000 as that amount may be reduced, cancelled or terminated in accordance with this Agreement.

" Total Kexim Direct Facility Loan Commitment " means USD 175,000,000 as that amount may be reduced, cancelled or terminated in accordance with this Agreement.

" Total Kexim Guaranteed Facility Loan Commitment " means USD 125,000,000 as that amount may be reduced, cancelled or terminated in accordance with this Agreement.

" Total Commitments " means the aggregate of the Total Commercial Facility Loan Commitment, the Total Kexim Direct Facility Loan Commitment and the Total Kexim Guaranteed Facility Loan Commitment, being USD 475,000,000 at the date of this Agreement.

" Total Loss " means, in relation to the Drillship:

(a)

actual, constructive, compromised, agreed or arranged total loss of the Drillship; or

(b)

any Requisition.

" Total Loss Date " means, in relation to the Total Loss of the Drillship:

(a)

in the case of an actual loss of the Drillship, the date on which it occurred or, if that is unknown, the date when the Drillship was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of the Drillship, the earlier of:

(i)

the date on which a notice of abandonment is given to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of the Borrower or the Drillship Owner with the Drillship's insurers in which the insurers agree to treat the Drillship as a total loss; and

(c)

in the case of any other type of total loss, the date (or the most likely date) on which it appears to the Facility Agent that the event constituting the total loss occurred.

" Transaction Security " means the Security created or intended to be created in favour of the Security Agent pursuant to the Finance Documents.

" Transfer Certificate " means a certificate substantially in the form set out in Schedule 4 ( Form of Transfer Certificate ) or any other form agreed between the Facility Agent and the Borrower.

" Transfer Date " means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

" UK Establishment " means a UK establishment as defined in the Overseas Regulations.

" Unpaid Sum " means any sum due and payable but unpaid by an Obligor under the Finance Documents.

" US " means the United States of America.

" US Tax Obligor " means:

(a)

a person which is resident for tax purposes in the US; or

(b)

a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

" Utilisation " means the utilisation of a Facility.

" Utilisation Date " means the date of the Utilisation, being the date on which the Advance is to be made.

" Utilisation Request " means a notice substantially in the form set out in Part A of Schedule 3 ( Requests ).

" VAT " means:

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) or any law in force from time to time in Switzerland relating to value added tax; and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

1.2 Construction

(a)	Unless a contrary indication appears, a reference in this Agreement to:

(i)

the " Account Bank ", the " Facility Agent ", a " Mandated Lead Arranger ", the " Security Agent ", any " Hedge Counterparty ", any " Finance Party ", any " Secured Party ", any " Obligor " or any other " person " shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)

" assets " includes present and future properties, revenues and rights of every description;

(iii)

" contingent liability " means a liability which is not certain to arise and/or the amount of which remains unascertained;

(iv)

" document " includes a deed and also a letter, fax or telex;

(v)

" expense " means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

(vi)

a " Finance Document " or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;

(vii)

" indebtedness " includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii)

" law " includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

(ix)

" proceedings " means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

(x)

a " person " includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(xi)

a " regulation " includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xii)

a provision of law is a reference to that provision as amended or re-enacted;

(xiii)

a time of day is a reference to London time;

(xiv)

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(xv)

words denoting the singular number shall include the plural and vice versa; and

(xvi)

" including " and " in particular " (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

(b)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)	A Potential Event of Default is " continuing " if it has not been remedied or waived and an Event of Default is " continuing " if it has not been waived.

1.3 Construction of insurance terms

In this Agreement:

" excess risks " means the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Drillship in consequence of its insured value being less than the value at which the Drillship is assessed for the purpose of such claims;

" obligatory insurances " means all insurances effected, or which the Borrower is obliged to effect, under Clause 22 ( Insurance Undertakings ) or any other provision of this Agreement or of another Finance Document;

" policy " includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

" protection and indemnity risks " means the usual risks covered by the Rules for mobile offshore units of a protection and indemnity association, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or clause 8 of the Institute Time Clauses (Hulls) (1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision; and

" war risks " includes the risk of mines and all risks excluded by clause 23 of the Institute Time Clauses (Hulls)(1/10/83) or clause 24 of the Institute Time Clauses (Hulls) (1/11/1995) or any equivalent provision.

1.4 Agreed forms of Finance Documents

References in Clause 1.1 ( Definitions ) to any Finance Document being in "agreed form" are to that Finance Document:

(a)

in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or

(b)

in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of all Lenders.

1.5 Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document including but not limited to Clause 16 ( Costs and expenses ), a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the " Third Parties Act ") to enforce or to enjoy the benefit of any term of this Agreement.

(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c)

Any Receiver, Delegate or any other person described in paragraph (b) of Clause 14.2 ( Other indemnities ), paragraph (b) of Clause 29.11 ( Exclusion of liability ) or paragraph (b) of Clause 30.11 ( Exclusion of liability ) may, subject to this Clause 1.5 ( Third party rights ) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

SECTION 2

THE FACILITIES

2 THE FACILITIES

2.1 The Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrower USD senior secured credit facilities in an aggregate principal amount equal to the Total Commitments as follows:

(a)	a term loan facility which the Commercial Lenders make available in an aggregate principal amount not exceeding the Total Commercial Facility Loan Commitment, being USD 175,000,000 (the " Commercial Facility ");

(b)	a term loan facility which Kexim makes available in an aggregate principal amount not exceeding the Total Kexim Direct Facility Loan Commitment, being USD 175,000,000 (the " Kexim Direct Facility "); and

(c)	a term loan facility which the Kexim Guaranteed Lenders make available in an aggregate principal amount not exceeding the Total Kexim Guaranteed Facility Loan Commitment, being USD 125,000,000 (the " Kexim Guaranteed Facility ").

2.2 Finance Parties' rights and obligations

(a)

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c)	A Finance Party may not, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

(d)	Notwithstanding any other provision of the Finance Documents, a Finance Party may separately sue for any Unpaid Sum due to it without the consent of any other Finance Party or joining any other Finance Party to the relevant proceedings.

3 PURPOSE

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facilities only for the purpose of providing part financing for the Drillship to be acquired by the Drillship Owner either for payment to the Builder or in reimbursement in relation to amounts already paid to the Builder.

3.2 Monitoring

No Finance Party nor the Kexim Guarantor is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4 CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

The Borrower may not deliver the Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 ( Conditions Precedent to the Utilisation Request ), in form and substance satisfactory to the Facility Agent.

4.2 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 ( Lenders' participation ) if on the date of the Utilisation Request and on the proposed Utilisation Date and before the Advance is made available:

(a)	no Default is continuing or would result from the proposed Advance;

(b)	the Repeating Representations to be made by each Obligor are true;

(c)	no event described in Clause 7.2 ( Change of control ) paragraph (a) has occurred;

(d)	the Facility Agent has received, or is satisfied it will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 ( Conditions Precedent to the Utilisation ) in form and substance satisfactory to the Facility Agent.

4.3 Notification of satisfaction of conditions precedent

(a)	The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 ( Initial conditions precedent ) and Clause 4.2 ( Further conditions precedent ).

(b)

Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, all the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification unless directly caused by the gross negligence or wilful misconduct of the Facility Agent.

4.4 Waiver of conditions precedent

If all the Lenders and the Kexim Guarantor, at their discretion, permit an Advance to be borrowed before any of the conditions precedent referred to in Clause 4.1 ( Initial conditions precedent ) and Clause 4.2 ( Further conditions precedent ) has been satisfied, the Borrower shall ensure that that condition is satisfied within five Business Days after the Utilisation Date or such later date as the Facility Agent, acting with the authorisation of all the Lenders and the Kexim Guarantor, may agree in writing with the Borrower.

SECTION 3

UTILISATION

5 UTILISATION

5.1 Delivery of the Utilisation Request

(a)	The Borrower may utilise the Facilities by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)	The Borrower may not deliver more than one Utilisation Request in respect of the Facilities. All three Facilities must be utilised on the Utilisation Date.

5.2 Completion of the Utilisation Request

(a)	The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is the Delivery Date of the Drillship and is a Business Day within the applicable Availability Period;

(ii)

the currency and amount of the Utilisation comply with Clause 5.3 ( Currency and amount );

(iii)

the proposed Interest Period complies with Clause 9 ( Interest Periods ); and

(iv)

it specifies the account of the Builder in accordance with the Building Contract and/or the account of the Drillship Owner for reimbursement to the Drillship Owner of amounts already paid to the Builder.

(b)	Only one Advance under each Facility may be requested in the Utilisation Request.

5.3 Currency and amount

(a)	The currency specified in the Utilisation Request must be dollars.

(b)	The amount of the proposed Advance must be an amount which is not more than the amount available pursuant to Clause 2.1 ( The Facilities ).

(c)	The Utilisation for the Drillship must be utilised pro rata across the three Facilities.

(d)	The aggregate amount of the proposed Advance must be an amount which is not more than 70 per cent. of the Market Value of the Drillship.

(e)	The amount of the proposed Advance must be an amount which would not oblige the Borrower to provide additional security or prepay part of the Advance if the ratio set out in Clause 24 ( Security Cover ) were applied immediately after the Advance was made.

5.4 Lenders' participation

(a)	If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Advance available by the Utilisation Date through its Facility Office.

(b)	Upon receipt of the Utilisation Request, the Facility Agent shall by the Specified Time notify each Lender and the Kexim Guarantee Agent of the details of the requested Advance and the amount of each Lender's participation.

5.5 Cancellation of Commitments

Any amount of the Total Commitments not utilised by the expiry of the applicable Availability Period shall automatically be cancelled at close of business in London on such date.

5.6 Payment to third parties

The Facility Agent shall, on the Utilisation Date, pay to, or for the account of, the Borrower the amounts which the Facility Agent receives from the Lenders in respect of the Advance. That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of the Advance to the account of the Builder which the Borrower specifies in the Utilisation Request.

5.7 Disbursement of Advance to third party

A payment by the Facility Agent under Clause 5.6 ( Payment to third parties ) to a person other than the Borrower shall constitute the making of the relevant Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's participation in that Advance.

5.8 Prepositioning of funds

If, in respect of an Advance, the Lenders, at the request of the Borrower and on terms acceptable to all the Lenders and in their absolute discretion, pre-position funds with the Builder's bank at the request of the Borrower, the Borrower and each other Obligor:

(a)

agree to pay interest on the amount of such funds at the rate described in Clause 8.1 ( Calculation of interest ) applicable to the first Interest Period for the period during which funds have been pre-positioned and so that interest shall be paid together with the first payment of interest in respect of the Advance at the Utilisation Date (being the Delivery Date) or, if the Utilisation Date does not occur, within three Business Days of demand by the Facility Agent; and

(b)	shall, without duplication, indemnify each Finance Party against any losses it may incur in connection with such arrangement.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6 REPAYMENT

6.1 Repayment of Advances

(a)

The Borrower shall repay each Advance of each Facility by quarterly repayments (each a " Repayment Instalment ") and, in relation to the Commercial Facility, the Commercial Facility Balloon (as defined in paragraph (c) below), in each case to be made in accordance with paragraph (c) below and Schedule 8 ( Repayments ) as attached hereto and as shall be updated promptly following the Delivery Date pursuant to paragraph (e) below.

(b)	The repayment of each Advance shall commence on the first Repayment Date and on each Repayment Date thereafter, as provisionally set out in Schedule 8 ( Repayments ) which has assumed that there will be a full drawdown under each of the Facilities.

(c)	The Repayment Instalments under each Advance and the amount of the Commercial Facility Balloon shall, subject to adjustment as set out in paragraph (e) below, be calculated as follows:

(i)

the amount drawn under the relevant Facilities for the Drillship shall be split between the three Facilities as set out in Schedule 8 ( Repayments ) in the ratio 175 : 125 : 175, and thereafter:

(A)

in the case of the Kexim Direct Facility and the Kexim Guaranteed Facility, spread equally across the maximum number of Repayment Dates up to and including the Kexim Facility Termination Date; and

(B)

in the case of the Commercial Facility, spread (proportionally as set out in Schedule 8 ( Repayments )) in equal amounts across the maximum number of Repayment Dates up to and including the Commercial Facility Termination Date with a balloon payment (the " Commercial Facility Balloon ") on the Commercial Facility Termination Date aggregating all amounts remaining then outstanding under the Commercial Facility; and

(ii)

the aggregate principal outstanding on the Commercial Facility Termination Date shall not exceed USD 275,000,000 (the " Commercial Facility Termination Date Balance "). For the avoidance of doubt, the maximum level of the Commercial Facility Termination Date Balance assumes a full drawdown of the Facilities and the Commercial Facility Termination Balance shall therefore (to the extent required) be adjusted in accordance with paragraph (e) below so as to maintain the agreed loan profile.

(d)	Unless the Commercial Facility has been renewed as contemplated in Clause 7.5 ( Kexim prepayment option ), the Commercial Facility Loan shall be repaid in full on the Commercial Facility Termination Date.

(e)

Schedule 8 ( Repayments ) sets out the Repayment Instalments and the amount of the Commercial Facility Balloon on an assumed full drawdown and shall be updated to reflect the actual amounts advanced based on the principles set out in this Clause 6.1 ( Repayment of Advances ), such update shall be provided by the Facility Agent promptly following the Delivery Date (to the extent required) and thereafter the amounts of the Repayment Instalments and the amount of the Commercial Facility Balloon shall be as set out in such updated Schedule 8 ( Repayments ).

6.2 Termination Date

On each respective Termination Date, the Borrower shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

6.3 Reborrowing

The Borrower may not reborrow any part of a Facility which is repaid.

7 PREPAYMENT AND CANCELLATION

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in an Advance or a Facility:

(a)	that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)	upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c)

the Borrower shall repay that Lender's participation in the Facility concerned on the last day of the Interest Period for that Facility occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2 Change of control

(a)	If, without the prior written consent of all Lenders, any person or group of persons acting in concert, other than any Permitted Holders, obtains more than 33.3 per cent. (directly or indirectly) of the voting rights or share capital of the Parent:

(i)

the Parent shall promptly notify the Facility Agent upon becoming aware of that event; and

(ii)

the Facility Agent shall, by not less than 10 Business Days' notice to the Borrower, cancel the Facilities and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facilities will be cancelled and all such outstanding amounts will become immediately due and payable.

(b)

For the purpose of paragraph (a) above " acting in concert " means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate, through the acquisition directly or indirectly of shares in the Parent by any of them, either directly or indirectly, to obtain or consolidate control of the Parent.

7.3 Voluntary and automatic cancellation

(a)

The Borrower may, if it gives the Facility Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of USD 1,000,000) of any unutilised Facility. Any cancellation under this Clause 7.3 ( Voluntary and automatic cancellation )) of a Facility or Facilities shall reduce the Commitments of the Lenders under the three Facilities rateably. Subject to the foregoing, any cancellation under this Clause 7.3 ( Voluntary and automatic cancellation ) of the Commercial Facility shall reduce the Commitments of the Commercial Lenders under the Commercial Facility rateably.

(b)	The unutilised Commitment of each Lender in respect of any of the Facilities shall be automatically cancelled at close of business on the Utilisation Date.

7.4 Voluntary prepayment of the Loan

(a)

The Borrower may, if it gives the Facility Agent not less than 30 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of USD 10,000,000).

(b)

Any partial prepayment under this Clause 7.4 ( Voluntary prepayment of the Loan ) shall be applied pro rata across the Facilities and thereafter, in relation to each Kexim Facility, in inverse order of maturity against the remaining scheduled Repayment Instalments and, in relation to the Commercial Facility, in inverse order of maturity starting with the Commercial Facility Balloon and thereafter against the remaining scheduled Repayment Instalments.

7.5 Kexim prepayment option

(a)

In the event that the Commercial Facility has not been extended hereunder by the Commercial Lenders or otherwise refinanced in each case on terms acceptable to Kexim and the Kexim Guarantor by the date falling three Months prior to the Commercial Facility Termination Date, Kexim and the Kexim Guarantor (acting through the Kexim Guarantee Agent) shall each have the option, but not the obligation, to terminate the Kexim Direct Facility Loan and the Kexim Guaranteed Facility Loan at the Commercial Facility Termination Date. Unless the Borrower has been notified in writing by Kexim and the Kexim Guarantee Agent no later than 60 days before the Commercial Facility Termination Date that Kexim and the Kexim Guarantor are satisfied with such terms and do not require prepayment, then such prepayment options shall be deemed to have been exercised, and the Borrower shall prepay in full each of the Advances made by either or both Kexim and the Kexim Guaranteed Lenders (as the case may be) (being the Kexim Direct Facility Loan and/or the Kexim Guaranteed Facility Loan, as the case may be) on the Commercial Facility Termination Date without premium, penalty or additional costs of any kind.

(b)

This right of prepayment for the benefit of the Kexim Guarantor (acting through the Kexim Guarantee Agent) and Kexim set out in paragraph (a) above shall thereafter also arise for the Kexim Guarantor (acting through the Kexim Guarantee Agent) and Kexim at all other relevant times where the Commercial Facility having been extended or refinanced for a further period pursuant to sub-clause (a) above has not been further extended or otherwise refinanced on terms acceptable to the Kexim Guarantor (acting through the Kexim Guarantee Agent) and Kexim by the date falling three Months prior to the maturity date of so extended or refinanced Commercial Facility, so long as any Kexim Direct Facility Loan and/or any Kexim Guaranteed Facility Loan remains at such time outstanding under this Agreement.

7.6 Mandatory prepayment on cancellation of a Satisfactory Drilling Contract

If, prior to the Commercial Facility Termination Date, a Satisfactory Drilling Contract is cancelled, rescinded, terminated or otherwise ceases to remain in full force and effect for any reason (each an " Event ") before its original termination date, the Borrower shall:

(a)	promptly notify the Facility Agent upon becoming aware of such Event; and

(b)

unless a new Satisfactory Drilling Contract (under which hire shall commence to be payable within six Months from the date of such new Satisfactory Drilling Contract) is entered into within 90 days after such Event, prepay any and all outstanding amounts under the Finance Documents that exceed the Commercial Facility Termination Date Balance, to be applied pro rata across the Facilities and, within each Facility, in inverse order of maturity, on or before the date falling six Months after the date of such Event.

7.7 Mandatory prepayment on sale or Total Loss

If the Drillship is sold or otherwise disposed of in whole or in part or becomes a Total Loss, the Borrower shall prepay any and all outstanding amounts under the Finance Documents. Such prepayment shall be made:

(a)	in the case the Drillship is sold or otherwise disposed of, on or before the date upon which the sale is completed by delivery of the Drillship to the buyer or disposal of the Drillship is otherwise completed; or

(b)

in the case of a Total Loss, on the earlier of (i) the date falling 120 days, or such later date as may be agreed by the Facility Agent (acting on the instructions of the Lenders), after the Total Loss Date and (ii) the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.

7.8 Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 7 ( Prepayment and cancellation ) shall be substantially in the form of Schedule 9 ( Form of Prepayment / Cancellation Notice ) hereto and shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs pursuant to Clause 10.4 ( Break Costs ) and prepayment fee pursuant to Clause 7.9 ( Prepayment fee ) below, without premium or penalty.

(c)	The Borrower may not reborrow any part of a Facility which is prepaid.

(d)	The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e)	No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)	If the Facility Agent receives a notice under this Clause 7 ( Prepayment and cancellation ) it shall promptly forward a copy of that notice to the Borrower or all Lenders, as appropriate.

7.9 Prepayment fee

Any voluntary prepayment pursuant to Clause 7.4 ( Voluntary prepayment of the Loan ) made under the Kexim Direct Facility and any prepayment following a voluntary sale or disposal of the Drillship pursuant to Clause 7.7 ( Mandatory prepayment on sale or Total Loss ) under the Kexim Direct Facility shall be paid to the Facility Agent (for the account of Kexim) together with a fee for the account of Kexim in an amount equal to 50 basis points of the amount prepaid.

SECTION 5

COSTS OF UTILISATION

8 INTEREST

8.1 Calculation of interest

The rate of interest on each Advance for each Interest Period relating to it is the percentage rate per annum which is the aggregate of:

(a)	the Applicable Margin; and

(b)

LIBOR.

8.2 Payment of interest

(a)	The Borrower shall pay accrued interest on each Advance on the last day of each Interest Period relating to it.

(b)	If an Interest Period is longer than three Months, the Borrower shall pay interest accrued on the Advance on the dates falling at three monthly intervals after the first day of the Interest Period.

8.3 Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 200 basis points higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause 8.3 ( Default interest ) shall be immediately payable by the Obligor on demand by the Facility Agent.

(b)	If an Unpaid Sum consists of all or part of an Advance which became due on a day which was not the last day of an Interest Period relating to it:

(i)

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Advance; and

(ii)

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 200 basis points higher than the rate which would have applied if that Unpaid Sum had not become due.

(c)	Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

(d)

Additionally the rate of interest payable on any amount to which Clause 8.1 ( Calculation of interest ) continues to apply shall increase by 200 basis points on the date following any notice served by the Facility Agent following an Event of Default and whilst it is continuing, unremedied or unwaived.

8.4 Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

8.5 Hedging

(a)	The Borrower may request a Hedge Counterparty to enter into Hedging Agreements and shall if such Hedging Agreements are entered into after that date maintain such Hedging Agreements in accordance with this Clause 8.5 ( Hedging ).

(b)	Each Hedging Agreement shall:

(i)

be with a Hedge Counterparty;

(ii)

be for a term ending on or before the Termination Date;

(iii)

have settlement dates coinciding with the Interest Payment Dates;

(iv)

be in agreed form;

(v)

provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an Event of Default (as defined in the relevant Hedging Agreement); and

(vi)

provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars.

(c)

The rights of the Borrower under the Hedging Agreements shall be assigned by way of security under an Assignment of Hedging Agreements. Each Hedge Counterparty consents to, and acknowledges notices of, the assigning by way of security by the Borrower pursuant to the Assignment of Hedging Agreements of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. Any such assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

(d)	The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement.

(e)	Neither a Hedge Counterparty nor the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Facility Agent.

(f)	Paragraph (e) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement.

(g)

If, at any time, the aggregate notional principal amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed 100 per cent. of the Loan at that time, the Borrower must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed 100 per cent. of the Loan then or that will be outstanding.

(h)	Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata .

(i)	Paragraph (g) above shall not apply to any transactions in respect of any Hedging Agreement under which no Borrower has any actual or contingent indebtedness.

(j)	Subject to paragraph (k) below, neither a Hedge Counterparty nor the Borrower may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) except:

(i)

in accordance with paragraph (g) above;

(ii)

in the case of termination or closing out by a Hedge Counterparty, on the occurrence of Illegality, a Force Majeure Event, a Tax Event, Failure to Pay or Bankruptcy (as each such expression is defined in the relevant Hedging Agreement);

(iii)

in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under paragraph (b) of Clause 26.19 ( Acceleration ) or, having served notice under paragraph (b) of Clause 26.19 ( Acceleration ), makes a demand;

(iv)

in the case of any other termination or closing out by a Hedge Counterparty or the Borrower, with the consent of the Facility Agent; or

(v)

If the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full;

(k)	If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iii) of paragraph (j) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent.

(l)	A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if the Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement.

(m)	The Security Agent shall not be liable for the performance of any of the Borrower's obligations under a Hedging Agreement.

(n)

If a Hedging Agreement is entered into after the delivery of the Drillship, the Borrower shall amend the Mortgage and other Finance Documents as reasonably required by the Facility Agent for the purpose of securing that Hedging Agreement entered into after the Delivery Date or enter into a new Mortgage and amend the other Finance Documents at the request of the Facility Agent.

(o)

The Borrower agrees that, prior to them (or any of them) entering into any interest rate swap or other hedge instrument with a counterparty (other than a Hedge Counterparty, an " Other Hedge Counterparty ") for the purpose of hedging any interest rate risk under this Agreement, the Borrower shall offer for a period of not less than five Business Days to enter into a swap, or other instrument, on the same proposed terms and conditions with the Hedge Counterparties (with each Hedge Counterparty taking such portion as may be agreed between the Borrower and the Hedge Counterparties or, if one or more Hedge Counterparties declines such an offer or the Borrower elects only to enter into the hedge instrument with one of them, the remaining Hedge Counterparty or Hedge Counterparties (as the case may be) shall be entitled to take such portion as it or they (as the case may be) may agree with the Borrower). If all Hedge Counterparties decline such an offer or if the Borrower elects not to proceed on the basis that the offers are not competitive, the Borrower may then (subject, and without prejudice, to the requirements set out elsewhere in the Finance Documents) enter into such swap, or other instrument, on the same terms and conditions offered to those declining Hedge Counterparties (and in the same proportion as those Hedge Counterparties would have taken if they had accepted), with the Other Hedge Counterparty. The rights of the Borrower under any hedging agreement with any Other Hedge Counterparty shall be assigned by way of Security to the Security Agent, and the obligations and liabilities of the Borrower under any hedging agreement with any Other Hedge Counterparty shall be fully subordinated (by way of a subordination agreement) to the obligations and liabilities of the Borrower under the Finance Documents.

9 INTEREST PERIODS

9.1 Selection of Interest Periods

(a)	The Borrower may select the first Interest Period for an Advance in the Utilisation Request. The Borrower may select each subsequent Interest Period in a Selection Notice.

(b)	Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrower not later than the Specified Time.

(c)	If the Borrower fails to select an Interest Period in the Utilisation Request or fails to deliver a Selection Notice to the Facility Agent in accordance with paragraphs (a) and (b) above, the relevant Interest Period will be three Months.

(d)	The Borrower may select an Interest Period of three or six Months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders).

(e)	An Interest Period for an Advance shall not extend beyond the applicable Termination Date, but shall be shortened so that it ends on the applicable Termination Date.

(f)	In respect of a Repayment Instalment, an Interest Period for a part of the Advance equal to such Repayment Instalment shall end on the Repayment Date relating to it if such date is before the end of the Interest Period then current.

(g)	The first Interest Period for an Advance shall start on the Utilisation Date and each subsequent Interest Period shall start on the last day of the preceding Interest Period.

9.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10 CHANGES TO THE CALCULATION OF INTEREST

10.1 Absence of quotations

Subject to Clause 10.2 ( Market disruption ), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2 Market disruption

(a)	If a Market Disruption Event occurs in relation to any Advance for any Interest Period, then the rate of interest on each Lender's share of the Advance (if any) for the Interest Period shall be the rate per annum which is the sum of:

(i)

the Applicable Margin; and

(ii)

the 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 Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Advance from whatever source it may reasonably select.

(b)	In this Agreement " Market Disruption Event " means:

(i)

at or about noon on the Quotation Day for the relevant Interest Period, the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR for dollars for the relevant Interest Period; or

(ii)

before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders (whose participations in the Advance concerned exceed 50 per cent. of that Advance) that the cost to it or them of funding its participations in the Advance concerned or part of the Advance concerned from whatever source it may reasonably select be in excess of LIBOR.

10.3 Alternative basis of interest or funding

(a)

If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(b)	Any substitute or alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders who participate in the relevant Advance and the Borrower, be binding on all Parties to the Finance Documents.

10.4 Break Costs

(a)	The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of an Advance or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Advance or Unpaid Sum.

(b)	Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11 FEES

11.1 Commitment fee

(a)

The Borrower shall pay to the Facility Agent (for the account of each Lender) a commitment fee (the " Commitment Fee ") computed at the rate of 40 per cent. per annum on the relevant Applicable Margin calculated on the undrawn Commitment of each Lender for each Facility, commencing on the date of this Agreement having been signed, and ending on the last day of the relevant Availability Period for each Facility.

(b)

The accrued Commitment Fee is payable in arrears on the last day of each successive period of three Months which ends during the Availability Period, on the Utilisation Date and, if cancelled, on the cancelled amount of the relevant Lender's or Lenders' Commitment at the time the cancellation is effective.

11.2 Other fees

The Borrower shall pay such other fees as set out in the Fee Letters.

11.3 Kexim Guarantee Premium

(a)	The Borrower acknowledges that the Kexim Guaranteed Lenders shall procure the placement of the Kexim Guarantee either through the Kexim Guarantee Agent or directly with the Kexim Guarantor and shall benefit from it throughout the duration of the Security

Period. The Borrower agrees to pay to the Facility Agent (for the account of the Kexim Guarantor) the Kexim Guarantee Premium in respect of the Kexim Guarantee quarterly in advance throughout the duration of the Security Period, at such time and in such amount as further described in a Fee Letter made between the Facility Agent, the Kexim Guarantor, the Kexim Guarantee Agent and the Borrower.

(b)

The Borrower agrees that its obligation to make the payments set out in paragraph (a) above to the Facility Agent in respect of the Kexim Guarantee Premium (or any part thereof) shall be an absolute obligation and shall not be affected by any matter whatsoever. The Kexim Guarantee Premium (or any part thereof) shall be refundable only in accordance with the terms of the Fee Letter referred to in paragraph (a) above.

(c)

The Borrower acknowledges that the amount of the Kexim Guarantee Premium will be solely determined by the Kexim Guarantor and no Kexim Guaranteed Lender is in any way involved in the determination of the amount of the Kexim Guarantee Premium and agrees that the Borrower shall have no claim or defence against any Kexim Guaranteed Lender in connection with the amount of the Kexim Guarantee Premium.

(d)	Any refund of the Kexim Guarantee Premium received by a Finance Party shall, provided no Event of Default is continuing, be promptly paid or transferred to the Borrower.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12 TAX GROSS UP AND INDEMNITIES

12.1 Definitions

(a)	In this Agreement:

" Protected Party " means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document;

" Tax Credit " means a credit against, relief or remission for, or repayment of any Tax.

" Tax Deduction " means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

" Tax Payment " means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 ( Tax gross-up ) or a payment under Clause 12.3 ( Tax indemnity ).

(b)	Unless a contrary indication appears, in this Clause 12 ( Tax Gross Up and Indemnities ) reference to " determines " or " determined " means a determination made in the absolute discretion of the person making the determination.

(c)	This Clause 12 ( Tax gross up and indemnities ) shall not apply to any Hedging Agreement.

12.2 Tax gross-up

(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3 Tax indemnity

(a)

The Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)	Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

(A)

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)

under the law of the jurisdiction in which 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 (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 12.2 ( Tax gross-up ); or

(B)

relates to a FATCA Deduction required to be made by a Party.

(c)	A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3 ( Tax indemnity ), notify the Facility Agent.

12.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and

(b)	that Finance Party has obtained, utilised and retained that Tax Credit;

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.5 Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability which that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6 VAT

(a)

All amounts 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 any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b)

If VAT is or becomes 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 other than the Recipient (the " Relevant Party ") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)

Any reference in this Clause 12.6 ( VAT ) to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994).

(e)

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

12.7 FATCA Information

(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliances with any other law, regulation or exchange of information regime.

(b)	If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)	Paragraph (a) above shall not oblige any Finance Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)	If the Borrower is a US Tax Obligor, or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:

(i)

where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii)

where the Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

(iii)

where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(i)

a withholding certificate on Form W-8 or Form W-9 or any other relevant form; or

(ii)

any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f)	The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.

(g)

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.

(h)

The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

12.8 FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify each Obligor and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

13 INCREASED COSTS

13.1 Increased costs

(a)	Subject to Clause 13.3 ( Exceptions ), the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates which:

(i)

arises as a result of:

(A)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(B)

compliance with any law or regulation made,

after the date of this Agreement; or

(ii)

arises as a result of the implementation, interpretation, administration or application of or compliance with Basel III, CRD IV or CRR or any law or regulation that implements or applies Basel III, CRD IV or CRR

(b)	In this Agreement, " Increased Costs " means:

(i)

a reduction in the rate of return from any Facility or on a Finance Party's (or its Affiliate's) overall capital;

(ii)

an additional or increased cost; or

(iii)

a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2 Increased cost claims

(a)	A Finance Party intending to make a claim pursuant to Clause 13.1 ( Increased costs ) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b)	Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

13.3 Exceptions

Clause 13.1 ( Increased costs ) does not apply to the extent any Increased Cost is:

(a)	attributable to a Tax Deduction required by law to be made by an Obligor;

(b)	attributable to a FATCA Deduction required to be made by a Party;

(c)	compensated for by Clause 12.3 ( Tax indemnity ) (or would have been compensated for under Clause 12.3 ( Tax indemnity ) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 ( Tax indemnity ) applied);

(d)	compensated for by any payment made pursuant to Clause 14.3 ( Mandatory Cost );

(e)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(f)	incurred by a Hedge Counterparty in its capacity as such.

14 OTHER INDEMNITIES

14.1 Currency indemnity

(a)	If any sum due from an Obligor under the Finance Documents (a " Sum "), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the " First Currency ") in which that Sum is payable into another currency (the " Second Currency ") for the purpose of:

(i)

making or filing a claim or proof against that Obligor; or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall, as an independent obligation, within three Business Days of demand, indemnify each Secured Party to which that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

(c)	This Clause 14.1 does not apply to any sum due under a Hedging Agreement

14.2 Other indemnities

(a)	The Borrower shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of:

(i)

the occurrence of any Event of Default;

(ii)

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 ( Sharing among the Finance Parties );

(iii)

funding, or making arrangements to fund, its participation in an Advance requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(iv)

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

(v)

any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by a Secured Party as a result of conduct of any Obligor or member of the Group or any of their partners, directors, officers employees, agents or advisors, that violates any Sanctions.

(b)

The Borrower shall (or shall procure that an Obligor will) within three Business Days of demand indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 ( Other indemnities ) an " Indemnified Person "), against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, the Drillship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c)	Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i)

arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii)

in connection with any Environmental Claim.

(d)	Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 14.2 ( Other indemnities ) and the provisions of the Third Parties Act.

14.3 Mandatory Cost

The Borrower shall, within five Business Days of demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with:

(a)

in the case of a Lender lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank, the Swiss National Bank or the Swiss Financial Market Supervisory Authority (FINMA) or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and

(b)

in the case of any Lender lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),

which, in each case, is referable to that Lender's participation in the Loan.

14.4 Indemnity to the Servicing Banks and the Kexim Guarantee Agent

The Borrower shall (or shall procure that an Obligor will) within five Business Days of demand indemnify each Servicing Bank and the Kexim Guarantee Agent against any cost, loss or liability incurred by it (acting reasonably) as a result of:

(a)	investigating any event which it reasonably believes is a Default; or

(b)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

14.5 Indemnity to the Security Agent

(a)	The Borrower shall (or shall procure that an Obligor will) within five Business Days of demand indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any Secured Party:

(i)

in relation to or as a result of:

(A)

the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(B)

the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

(C)

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; and

(D)

any action by any Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security,

(ii)

which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise than as a result of the Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b)

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 ( Indemnity to the Security Agent ) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

15 MITIGATION BY THE LENDERS

15.1 Mitigation

(a)

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 ( Illegality ), Clause 12 ( Tax Gross Up and Indemnities ), Clause 13 ( Increased Costs ) or paragraph (a) of Clause 14.3 ( Mandatory Cost ) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2 Limitation of liability

(a)	The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 ( Mitigation ).

(b)	A Finance Party is not obliged to take any steps under Clause 15.1 ( Mitigation ) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16 COSTS AND EXPENSES

16.1 Transaction expenses

The Borrower shall promptly on demand pay any Secured Party and the Kexim Guarantor the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication and perfection of:

(a)	this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

(b)	any other Finance Documents executed after the date of this Agreement.

16.2 Amendment costs

If:

(a)	an Obligor requests an amendment, waiver or consent; or

(b)	an amendment is required pursuant to Clause 34.9 ( Change of currency ); or

(c)	an Obligor requests, and the Security Agent agrees to, the release of any part of the Charged Property from the Transaction Security,

the Borrower shall, within three Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Secured Party or the Kexim Guarantor in responding to, evaluating, negotiating or complying with that request or requirement.

16.3 Enforcement and preservation costs

The Borrower shall, within three Business Days of demand, pay to each Secured Party and the Kexim Guarantor the amount of all costs and expenses (including legal fees) incurred by that Secured Party or the Kexim Guarantor in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing those rights.

16.4 Web Services

The Borrower shall promptly on demand pay to the Facility Agent the amount of the annual fee and other related costs incurred for the use by the Facility Agent and the other Finance Parties of the electronic communication services under Clause 36.5 (Electronic Communication) of this Agreement.

SECTION 7

GUARANTEE

17 GUARANTEE AND INDEMNITY

17.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally on a joint and several basis:

(a)	guarantees to each Finance Party punctual performance by the Borrower of all the Borrower's obligations under the Finance Documents;

(b)	undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand by the Facility Agent pay that amount as if it were the principal obligor; and

(c)

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand by the Facility Agent against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by each Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 ( Guarantee and Indemnity ) if the amount claimed had been recoverable on the basis of a guarantee.

17.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this 17 ( Guarantee and Indemnity ) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4 Waiver of defences

The obligations of each Guarantor under this Clause 17 ( Guarantee and Indemnity ) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 ( Waiver of defences ), would reduce, release or prejudice any of its obligations under this Clause 17 ( Guarantee and Indemnity ) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

(a)	any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, take up or enforce, any rights against, or security over assets of,

any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)	any insolvency or similar proceedings.

17.5 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 ( Guarantee and Indemnity ). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and a Guarantor shall not be entitled to the benefit of the same; and

(b)	hold in an interest-bearing suspense account any moneys received from a Guarantor or on account of a Guarantor's liability under this Clause 17 ( Guarantee and Indemnity ).

17.7 Deferral of Guarantor's rights

All rights which a Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 ( Guarantee and Indemnity ):

(a)	to be indemnified by an Obligor;

(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Obligor's obligations under the Finance Documents;

(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Finance Documents or of any other guarantee or

security taken pursuant to, or in connection with, the Finance Documents by any Secured Party;

(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 ( Guarantee and indemnity );

(e)	to exercise any right of set-off against any Obligor; and/or

(f)	to claim or prove as a creditor of any Obligor in competition with any Secured Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34 ( Payment Mechanics ).

17.8 Additional security

This guarantee and any other Security given by each Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

17.9 Applicability of provisions of Guarantee to other Security

Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse), 17.6 (Appropriations), 17.7 (Deferral of Guarantor's rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18 REPRESENTATIONS

18.1 General

Each Obligor makes the representations and warranties set out in this Clause 18 ( Representations ) to each Finance Party on the date of this Agreement.

18.2 Status

(a)	It is a corporation, duly incorporated and validly existing in good standing under the law of its jurisdiction of incorporation.

(b)	It and each of its Subsidiaries (if any) has the power to own its assets and carry on its business as it is being conducted.

18.3 Binding obligations

The obligations expressed to be assumed by it in each Finance Document to which it is a party and, in the case of the Drillship Owner, the Building Contract, are legal, valid, binding and enforceable obligations.

18.4 Validity, effectiveness and ranking of Security

(a)

Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery and, where applicable, registration create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b)	No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.

(c)	The Transaction Security granted by it to the Security Agent or any other Secured Party has or will when created or intended to be created have the first ranking priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking security.

18.5 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, each Finance Document to which it is a party and, in the case of the Drillship Owner, the Building Contract, do not and will not conflict with:

(a)	any law or regulation applicable to it;

(b)	the constitutional documents of any member of the Group; or

(c)	any agreement or instrument binding upon it or any member of the Group or any member of the Group's assets or constitute a default or termination event (however described) under any such agreement or instrument.

18.6 Power and authority

(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

(i)

in the case of the Drillship Owner, its execution of the Satisfactory Drilling Contract and the Building Contract, the purchase of and payment for the Drillship under that Building Contract and its registration of the Drillship under the Approved Flag;

(ii)

its entry into, performance and delivery of, each Finance Document to which it is a party and, in the case of the Drillship Owner, the Satisfactory Drilling Contract and the Building Contract and the transactions contemplated by those Finance Documents, the Building Contract and the Satisfactory Drilling Contract.

(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

18.7 Validity and admissibility in evidence

All Authorisations required or desirable:

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party and, in the case of the Drillship Owner, the Building Contract and the Satisfactory Drilling Contract; and

(b)	to make the Finance Documents to which it is a party and, in the case of the Drillship Owner, the Building Contract and the Satisfactory Drilling Contract, admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect.

18.8 Governing law and enforcement

(a)	The choice of governing law of each Finance Documents to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b)	Any judgment obtained in relation to a Finance Document to which it is a party in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

18.9 No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except:

(a)	in case of the Drillship Owner, the registration of the Mortgage at the Marshall Island ship registry which will be made at the Delivery Date;

(b)	if applicable, any other registration required by the legal advisers to the Finance Parties, which will be made and paid promptly after the date of the relevant Finance Documents.

18.10 Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to which it is a party.

18.11 Taxes paid

(a)	It is not and no other member of the Group is materially overdue in the filing of any Tax returns and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax.

(b)	No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes.

18.12 No default

(a)	No Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b)	No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries (if any) or to which its (or any of its Subsidiaries') assets are subject.

18.13 No misleading information

(a)	Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)	The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)	Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in the information being untrue or misleading in any material respect.

18.14 Original Financial Statements

(a)	The Original Financial Statements were prepared in accordance with the applicable Accounting Principles consistently applied.

(b)	The Original Financial Statements fairly represent its financial condition and operations (consolidated in the case of the Parent) during the relevant financial year.

(c)	There has been no material adverse change in the assets, business or consolidated financial condition of the Group since 31 December 2013.

18.15 Pari passu ranking

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

18.16 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any of its Subsidiaries (if any).

18.17 Validity and completeness of the Building Contract and Satisfactory Drilling Contract

(a)	The Building Contract and the Satisfactory Drilling Contract entered into constitutes legal, valid, binding and enforceable obligations of the Builder, the Client and the Drillship Owner respectively, as the case may be.

(b)	The copies of the Building Contract and the Satisfactory Drilling Contract delivered to the Facility Agent before the date of this Agreement are true and complete copies.

(c)

No amendments or additions to the Building Contract or the Satisfactory Drilling Contract have been agreed nor has (i) the Drillship Owner or the Builder waived any of their respective rights under the Building Contract or (ii) the Drillship Owner or the Client waived any of their respective rights under the Satisfactory Drilling Contract.

18.18 No rebates etc.

There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Drillship Owner or any other member of the Group, the Builder or a third party in connection with the purchase by the Drillship Owner of the Drillship, other than as disclosed to the Facility Agent in writing on or before the date of this Agreement.

18.19 No breach of laws

It has not (and none of its Subsidiaries have) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

18.20 Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of the Drillship and the business of each member of the Group (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

18.21 No Environmental Claim

No Environmental Claim has been made or threatened against any member of the Group or the Drillship.

18.22 No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

18.23 ISM and ISPS Code compliance

All requirements of the ISM Code and the ISPS Code as they relate to the Drillship Owner, the Manager and the Drillship have been complied with.

18.24 Financial Indebtedness

No company within the Restricted Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

18.25 Overseas companies

No Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

18.26 Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the " Regulation "), the Parent's centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in Cyprus, and it has no "establishment" (as that term is used in Article 2(h) of the Regulations) in any other jurisdiction.

18.27 Place of business

The Drillship Owner and the Borrower will maintain their place of business at the address disclosed to the Facility Agent in writing on or prior the date of this Agreement.

18.28 No employee or pension arrangements

The Borrower does not have any employees or any liabilities under any pension scheme.

18.29 Ownership

(a)	The Parent owns all of the shares and the ownership interests in the Borrower as described in Schedule 11 ( Corporate Structure ).

(b)	The Borrower owns (directly or indirectly) all of the shares and the ownership interests in the Drillship Owner as described in Schedule 11 ( Corporate Structure ).

(c)	None of the shares in any of the companies within the Restricted Group are subject to any option to purchase, pre-emption rights or similar rights.

18.30 Good title to assets

It and each other member of the Group has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

18.31 The Drillship

The Drillship is with effect from the Utilisation Date:

(a)	in the absolute ownership of the Drillship Owner, free and clear of all encumbrances (other than any Permitted Security), and the Drillship Owner is the sole, legal and beneficial owner of the Drillship;

(b)	registered in the name of the Drillship Owner under the Approved Flag;

(c)	operationally seaworthy in every way and fit for service; and

(d)	classed with the Approved Classification with the Approved Classification Society and is free of all overdue requirements and recommendations.

18.32 No money laundering

Each Obligor is acting for its own account in relation to the Facilities and in relation to the performance and the discharge of its respective obligations and liabilities under the Finance Documents and the transactions and other arrangements effected or contemplated by the Finance Documents to which such Obligor is a party, and the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat money laundering (as defined in Article I of the Directive (2001/97EC of the European Parliament and of 4 December 2001) or article 305bis of the Swiss Penal Code) including, but not limited to Directive 2005/60 amending Council Directive 91/308).

18.33 Corrupt practices

The Obligors have observed, and to the best of their knowledge and belief, parties acting on their behalf have observed in the course of acting for them, all applicable laws and regulations relating to bribery and corrupt practices including but not limited to the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010.

18.34 Sanctions

None of the Obligors, nor any of their Subsidiaries nor any of their directors and officers or any other Relevant Person is:

(a)	a Restricted Party;

(b)	in breach of Sanctions; or

(c)	subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions.

18.35 No immunity

The execution and delivery by an Obligor of the Finance Documents to which such Obligor is a party constitutes, and the exercise of its respective rights and performance of its respective obligations under the Finance Documents will constitute, private and commercial acts performed for private and commercial purposes, and such Obligor will not (except for bankruptcy or any similar proceedings) be entitled to claim for itself or any or all of its respective assets immunity from suit, execution, attachment or other legal process in any proceedings taken in relation to any Finance Document.

18.36 Insolvency

(a)	No corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 26.9 ( Insolvency proceedings ) has been taken or, to the knowledge of the Parent, threatened in relation to a member of the Group.

(b)	No creditors' process described in Clause 26.10 ( Creditors' process ), has been taken or threatened in relation to any Obligor.

(c)	None of the circumstances described in Clause 26.8 ( Insolvency ) applies to any Obligor.

(d)	Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Finance Documents.

18.37 Kexim Guarantee

The Obligors are not in breach of the provisions set out in the Kexim Guarantee.

18.38 US Tax Obligor

No Obligor is a US Tax Obligor.

18.39 Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, on each Utilisation Date and the first day of each Interest Period.

19 INFORMATION UNDERTAKINGS

19.1 General

The undertakings in this Clause 19 ( Information Undertakings ) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

19.2 Financial statements

The Borrower shall (or shall procure that the Parent shall) supply to the Facility Agent in sufficient copies for all the Lenders:

(a)	as soon as the same become available, but in any event within 120 days after the end of each financial year:

(i)

the Group's audited consolidated financial statements (to include a profit and loss account, balance sheet and cash flow statement);

(ii)

the Borrower's audited consolidated financial statements (to include a profit and loss account, balance sheet and cash flow statement); and

(b)	as soon as the same become available, but in any event within 60 days after each Quarter Date in each financial year:

(i)

the Group's unaudited consolidated financial statements for that financial quarter (to include a profit and loss account, balance sheet and, where available, a cash flow statement); and

(ii)

the Borrower's unaudited consolidated financial statements for that financial quarter (to include a profit and loss account, balance sheet and, where available, a cash flow statement).

(c)	prior to each financial year, detailed five year cash flow projections of the Group in a format approved by the Facility Agent (acting reasonably).

19.3 Compliance Certificate

(a)

The Borrower shall (or shall procure that the Parent shall) supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 19.2 ( Financial statements ), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 ( Financial Covenants ) and Clause 24.2 ( Minimum Required Security Cover ) as at the date as at which those financial statements were drawn up.

(b)	Each Compliance Certificate shall be signed by the chief financial officer or any authorized signatory of the Parent and the Borrower.

19.4 Requirements as to financial statements

The Borrower shall (or shall procure that the Parent shall) procure that each set of financial statements delivered pursuant to Clause 19.2 ( Financial statements ) is prepared using the applicable Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in

relation to any set of financial statements, it notifies the Facility Agent that there has been a change in the applicable Accounting Principles, accounting practices or reference periods and the relevant auditors deliver to the Facility Agent:

(a)	a description of any change necessary for those financial statements to reflect the applicable Accounting Principles, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(b)

sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20 ( Financial Covenants ) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

19.5 Information: miscellaneous

Each Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(a)	all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings (including proceedings relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, threatened or pending against any member of the Group;

(c)	promptly, such further information and/or documents regarding:

(i)

the Drillship, the Earnings or the Insurances;

(ii)

the Charged Property;

(iii)

compliance of the Obligors with the terms of the Finance Documents;

(iv)

the financial condition, business and operations of any member of the Group, as any Finance Party (through the Facility Agent) may reasonably request;

(d)	promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may reasonably request so as to enable such Finance Party to comply with any laws applicable to it;

(e)

promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions against it, any of its direct or indirect owners, any other member of the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives, as well as information on what steps are being taken with regards to answer or oppose such; and

(f)	promptly upon becoming aware that it, any of its direct or indirect owners, any other member of the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives has become or is likely to become a Restricted Party.

19.6 Notification of default

(a)	Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)

Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by any authorized signatory of the Borrower certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.7 "Know your customer" checks

(a)

If:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)

any change in the status of an Obligor after the date of this Agreement; or

(iii)

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges a Finance Party (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Bank (for itself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance Party or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)

Each Lender shall promptly upon the request of a Servicing Bank supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Servicing Bank (for itself) in order for that Servicing Bank to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

20 FINANCIAL COVENANTS

The undertakings in this Clause 20 ( Financial Covenants ) remain in force and apply at all times throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

20.1 Borrower's Minimum Cash and Cash Equivalents

(a)	The Borrower shall ensure that Cash and Cash Equivalents of the Borrower (on a consolidated basis) will not at any time fall below:

(i)

USD 10,000,000 from the Delivery Date to but excluding the date falling one year after the Delivery Date;

(ii)

USD 15,000,000 from the date falling one year after the Delivery Date to but excluding the date falling two years after the Delivery Date; and

(iii)

USD 20,000,000 thereafter.

(b)

Notwithstanding sub-paragraph (iii) of paragraph (a) above, if (i) the Satisfactory Drilling Contract is extended for contract periods beyond the third anniversary of each Utilisation and otherwise in form and substance acceptable to the Lenders or (ii) a new firm Satisfactory Drilling Contract is secured for the Drillship , then the Cash and Cash Equivalents of the Borrower (on a consolidated basis) shall instead be not less than:

(i)

USD 10,000,000 during the next one year of operation of the Drillship;

(ii)

USD 15,000,000 during the second year of operation of the Drillship; and

(iii)

USD 20,000,000 thereafter.

20.2 Borrower's Equity Ratio

The Borrower shall ensure that the Borrower's Equity Ratio shall not be less than:

(a)	25 per cent. from the Delivery Date to but excluding the date falling one year after the Delivery Date;

(b)	30 per cent. from the date falling one year after the Delivery Date to but excluding the date falling two years after the Delivery Date; and

(c)	35 per cent. thereafter.

20.3 Borrower's Current Ratio

The Borrower shall ensure that the Borrower's Current Ratio is greater than 1:1.

20.4 Borrower's Debt Service Cover Ratio

The Borrower shall ensure that the ratio of the Borrower's EBITDA to the aggregate of the Borrower's consolidated interest expenses calculated on a 12 month rolling basis and Repayment Instalments payable by the Borrower shall not at any time be less than 1.25:1.

20.5 Group's Leverage Ratio

The Parent shall ensure that the Group's Leverage Ratio will not exceed 5.5:1.

20.6 Group's Interest Cover Ratio

The Parent shall ensure that the Group's Interest Cover Ratio shall be minimum 2.0:1.

20.7 Group's Current Ratio

The Parent shall ensure that the Group's Current Ratio is greater than 1:1.

20.8 Group's Equity Ratio

The Parent shall ensure that the Group's Equity Ratio shall not be less than 30 per cent.

20.9 Financial testing

The Financial Covenants set out in this Clause 20 shall be calculated in accordance with the applicable Accounting Principles and tested by reference to the latest financial statements (whether audited or unaudited) delivered pursuant to Clause 19.2 ( Financial statements ) and each Compliance Certificate.

21 GENERAL UNDERTAKINGS

21.1 General

The undertakings in this Clause 21 ( General Undertakings ) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

21.2 Authorisations

Each of the Obligors shall promptly:

(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)	supply certified copies to the Facility Agent of, any Authorisation required under any law or regulation of any Relevant Jurisdiction or the state of the Approved Flag at any time of the Drillship to enable it to:

(i)

perform its obligations under the Finance Documents to which it is a party;

(ii)

perform, in the case of the Drillship Owner, its obligations under the Building Contract, the Satisfactory Drilling Contract and any other Charter to which it is a party;

(iii)

ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at any time of the Drillship or any Finance Document to which it is a party, the Building Contract, the Satisfactory Drilling Contract and/or any other Charter (as relevant); and

(iv)

in the case of the Drillship Owner, own and operate the Drillship.

21.3 Compliance with laws

Each of the Obligors shall comply in all respects with all laws or regulations to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

21.4 Transactions with Affiliates

Each of the Obligors shall (and the Parent shall ensure that each other member of the Group will) procure that all transactions entered into with an Affiliate are made on market terms and otherwise on arm's length terms.

21.5 Environmental compliance

Without prejudice to the generality of Clause 21.3 ( Compliance with laws ) each of the Obligors shall and the Parent shall ensure that each other member of the Group will:

(a)	comply with all Environmental Laws;

(b)	obtain, maintain and ensure compliance with all requisite Environmental Approvals; and

(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law.

21.6 Environmental claims

Each of the Obligors shall promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a)	any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group.

21.7 Taxation

(a)	Each of the Obligors shall and the Parent shall ensure that each other member of the Group will pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i)

such payment is being contested in good faith;

(ii)

adequate reserves are maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 19.2 ( Financial statements ); and

(iii)

such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

(b)	None of the Obligors may and, to the extent (in the opinion of the Facility Agent or the Majority Lenders) it has or reasonably could expect to have a Material Adverse Effect, no other member of the Group may change its residence for Tax purposes.

21.8 Overseas companies

Each Obligor shall promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

21.9 Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

21.10 Ownership

(a)	The Borrower shall own (directly or indirectly) 100 per cent. of all the shares and the ownership interests in each of its Subsidiaries including the Drillship Owner as described in Schedule 11 ( Corporate Structure ).

(b)	The Parent shall own 100 per cent. of all the shares and the ownership interests in the Borrower as described in Schedule 11 ( Corporate Structure ).

(c)	Each Obligor shall procure that there shall be no change in the corporate structure of the Group described in Schedule 11 ( Corporate Structure ) except as expressly permitted by this Agreement without the prior written consent of all the Lenders (not to be unreasonably withheld).

21.11 New Guarantors

(a)	Each Obligor shall procure that each Intra-Group Charterer shall be a company within the Restricted Group.

(b)

Each Obligor shall procure that any Intra-Group Charterer not already party to this Agreement (other than a company within the Restricted Group being a counterparty to a Service Contract only) shall accede to this Agreement as an Additional Guarantor by signing an accession letter substantially in the form of Schedule 7 ( Form of Accession Letter ) hereto and/or taking such other step as the Facility Agent may reasonably require to provide its Guarantee and any such other Security as contemplated under this Agreement, and Shares Security shall be granted over the shares in that Intra-Group Charterer.

21.12 Title

(a)	The Drillship Owner shall hold the title to, and own the entire beneficial interest in, the Drillship, free of any Security and other interests and rights of every kind, except for those set out in Clause 21.16 ( Negative pledge ).

(b)

Each Obligor shall procure that the Drillship Owner and/or Intra-Group Charterer (as the case may be) shall hold the title to, and own the entire beneficial interest in, the Earnings payable to each such party and its rights in the Insurances related to the Drillship, free of any Security and other interests and rights of every kind, except for those set out in Clause 21.16 ( Negative pledge ).

21.13 Employment of the Drillship

(a)	All Charters for the Drillship shall be made on market terms and otherwise on arm's length terms.

(b)	No novation or assignment of a Charter shall be permitted, save for

(i)

novations or assignments in favour of the Secured Parties under the Finance Documents; or

(ii)

novations or assignments in the ordinary course of business between the Drillship Owner and/or any other member of the Restricted Group (subject to Clause 21.11 ( New Guarantors )) as the case may be; or

(iii)

with the prior written consent of all the Lenders (not to be unreasonably withheld).

21.14 Change of business

(a)	The Parent shall procure that no substantial change is made to the general nature of the business of the Group from that carried on at the date of this Agreement without the prior written consent of all the Lenders.

(b)	The companies within the Restricted Group (other than the Drillship Owner) shall not engage in any business other than the ownership (direct or indirect, as the case may be) of the Drillship Owner or (if relevant) the operation of the Drillship as an Intra-Group Charterer.

(c)	The Drillship Owner shall not engage in any business other than the ownership and operation of the Drillship.

21.15 Merger

No Obligor shall, and the Parent shall ensure that no other member of the Group will, enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction without the prior written consent of all the Lenders (not to be unreasonably withheld).

21.16 Negative pledge

(a)	None of the companies within the Restricted Group will create or permit to subsist any Security over any of its assets.

(b)	None of the companies within the Restricted Group will:

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor;

(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 arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)	The Parent shall not and shall cause not to create or permit to subsist any Security over the shares of the Obligors including the Borrower (but excluding the Parent).

(d)	Paragraphs (a), (b) and (c) above do not apply to any Permitted Security.

21.17 Disposals

(a)

None of the companies within the Restricted Group shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of the Drillship, the Earnings or the Insurances or other asset being the subject of Security pursuant to the Finance Documents or the whole or a substantial part of its assets.

(b)	Paragraph (a) above does not apply to:

(i)

any sale, lease, transfer or other disposal made on market value and arm's length terms and in compliance with Clause 7 ( Prepayment and cancellation ) of this Agreement; or

(ii)

any Charter, unless otherwise prohibited under this Agreement.

21.18 Financial Indebtedness

(a)	None of the companies within the Restricted Group shall incur any Financial Indebtedness except pursuant to the Finance Documents and any Intra-Group Loan which is subordinated in accordance with Clause 21.19 ( Subordination ).

(b)	The Parent shall be permitted to incur, create and permit to subsist Financial Indebtedness, subject to no Default or Event of Default existing or resulting thereof.

21.19 Subordination

(a)

Each Obligor shall procure that any current or future intra-group claims (including any Intra-Group Loan) owed by any Obligor to an Obligor or another company within the Group and all sums owed by any Obligor to the Manager shall be unsecured and fully subordinated, in terms of payment and priority, to the rights of the Finance Parties under the Finance Documents on terms acceptable to the Facility Agent.

(b)	No payments of principal or interest under any Intra-Group Loan shall be permitted until all outstanding amounts under the Finance Documents have been repaid in full.

(c)	Additionally each Obligor shall procure that no transfer, novation or assignment of any Intra-Group Loan or other claim (whether for security or otherwise) shall take place at any time to

any party outside the Group or, following the occurrence of a Default, to any other member of the Group.

(d)	Each Obligor shall procure that any current or future Intra-Group Loan shall be subject to Security under an Assignment of Intra-Group Loan.

21.20 Investments, loans and guarantees

(a)	None of the companies within the Restricted Group shall make any investments or acquisitions, except for any capital expenditure or investments related to ordinary upgrade or maintenance work of the Drillship.

(b)

None of the companies within the Restricted Group shall provide any guarantee or indemnity to or for the benefit of any person in respect of any obligation or any other person or enter into any document under which it assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents and except liabilities under guarantees given in the ordinary course of business for operational reasons; or

(c)	None of the companies within the Restricted Group shall make any loan or provide any form of credit or financial assistance to any person.

21.21 Share capital

(a)	None of the companies within the Restricted Group shall:

(i)

purchase, cancel or redeem any of its share capital;

(ii)

increase or reduce its authorised share capital;

(iii)

issue any further shares except to its shareholder and provided such new shares are made subject to the terms of the Shares Security immediately upon the issue thereof in a manner satisfactory to the Security Agent and the terms of the Shares Security are complied with; or

(iv)

appoint any further director, officer or secretary (unless the provisions of the Shares Security are complied with).

21.22 Dividends

(a)

The Parent may only make or pay any dividend or other distribution (in cash or in kind) in respect of its share capital or make any other distributions to its shareholders and/or buyback its own common stock (each a " Payment "), to the extent that at the time of such Payment and after giving effect to such Payment:

(i)

the Parent is in compliance with the financial covenants applicable to it in Clause 20 ( Financial Covenants ); and

(ii)

no Default is continuing or would result from the Payment.

(b)	No Obligor shall, and the Parent shall ensure that no other member of the Group will, agree to any restriction on payment of dividends or other distributions by any member of the Group except for restrictions binding on the Parent.

21.23 Listing on a stock exchange

The Parent shall maintain its listing on NASDAQ or such other reputable stock exchange deemed satisfactory to the Facility Agent.

21.24 Unlawfulness, invalidity and ranking; Security imperilled

No Obligor will do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a)	make it unlawful for an Obligor to perform any of its obligations under the Finance Documents;

(b)	cause any obligation of an Obligor under the Finance Documents to cease to be legal, valid, binding or enforceable;

(c)	cause any Finance Document to cease to be in full force and effect;

(d)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and

(e)	imperil or jeopardise the Transaction Security.

21.25 Sanctions

(a)	No Obligor shall (and the Parent shall ensure that no other Relevant Person will) take any action, make any omission or use (directly or indirectly) any proceeds of the Loan, in a manner that:

(i)

is a breach of Sanctions; and/or

(ii)

causes (or will cause) a breach of Sanctions by any Relevant Person or Finance Party and/or

(iii)

otherwise benefits any Restricted Party.

(b)

No Obligor shall (and the Parent shall ensure that no other Relevant Person will) take any action or make any omission that results, or is likely to result, in it or any Finance Party becoming a Restricted Party or otherwise a target of sanctions (" target of sanctions " signifying an entity or person (" Target ") that is a target of laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes by virtue of prohibitions and/or restrictions being imposed on any US person or other legal or natural person subject to the jurisdiction or authority of a US Sanctions Authority which prohibit or restrict them from them engaging in trade, business or other activities with such Target without all appropriate licences or exemptions issued by all applicable US Sanctions Authorities).

21.26 Chartering

(a)	No member of the Restricted Group shall enter into arrangements which provide an obligation to charter in (or similar arrangement) any tonnage from companies outside the Group.

(b)	Any charter-in arrangement permitted pursuant to paragraph (a) above shall be made on market terms and otherwise on arm's length terms.

21.27 Kexim Guarantee protection

(a)	The Borrower shall procure that no Obligor shall act (or omit to act) in a manner that is inconsistent with or which could result in a breach of any requirement of the Kexim Guarantor under or in connection with the Kexim Guarantee and, in particular:

(i)

each Obligor shall do all that is reasonably necessary and within its control to ensure that all requirements of the Kexim Guarantor under or in connection with the Kexim Guarantee are complied with;

(ii)

each Obligor will cooperate with the Facility Agent and the Kexim Guarantee Agent on its reasonable request to take all steps necessary on the part of the Obligors (or any of them) to ensure that the Kexim Guarantee remains in full force and effect throughout the Security Period; and

(iii)

each Obligor will use reasonable efforts to assist the Kexim Guarantee Agent in making any claim under the Kexim Guarantee.

(b)	The Borrower shall promptly:

(i)

notify the Facility Agent and the Kexim Guarantee Agent promptly after it becomes aware of the occurrence of any Default or Event or Default;

(ii)

provide copies of all financial or other information reasonably required by the Facility Agent and/or the Kexim Guarantee Agent to satisfy any request for information by the Kexim Guarantor pursuant to the Kexim Guarantee. The Borrower agrees that it shall be reasonable for the Facility Agent and/or the Kexim Guarantee Agent to make a request under this Clause 21.27 ( Kexim Guarantee protection ) if it is required to do so as a condition of maintaining the Kexim Guarantee in full force and effect.

21.28 Further assurance

(a)

Each Obligor shall promptly, and in any event within the time period specified by the Security Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i)

to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right or any kind created or intended to be created under or evidenced by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent, any Receiver or the Secured Parties provided by or pursuant to the Finance Documents or by law;

(ii)

to confer on the Security Agent or confer on the Secured Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;

(iii)

to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or

(iv)

to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.

(b)

Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents.

(c)	At the same time as an Obligor delivers to the Security Agent any document executed under this Clause 21.28 ( Further assurance ), that Obligor shall deliver to the Security Agent reasonable evidence that that Obligor's execution of such document has been duly authorised by it.

22 INSURANCE UNDERTAKINGS

22.1 General

(a)

The undertakings in this Clause 22 ( Insurance Undertakings ) remain in force on and from the Delivery Date of the Drillship and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

(b)	At any time where there is an Intra-Group Charterer within the Charter arrangements for the Drillship, the Drillship Owner shall be entitled to procure the performance of the undertakings in this Clause 22 ( Insurance Undertakings ) through the Intra-Group Charterer.

22.2 Maintenance of obligatory insurances

The Drillship Owner shall keep the Drillship insured at its expense against:

(a)	fire and usual marine risks (including hull and machinery and excess risks);

(b)	hull interest and/or freight interest;

(c)	war risks (including blocking and trapping, acts of terrorism and piracy);

(d)	protection and indemnity risks;

(e)	risk of loss of Earnings; and

(f)	such other insurances as the Lenders may reasonably require.

22.3 Terms of obligatory insurances

(a)	The Drillship Owner shall effect such insurances:

(i)

in dollars;

(ii)

in the case of fire and usual marine risks and war risks, in an amount equal to at least 80 per cent. of the Market Value of the Drillship, while the remaining 20 per cent. may be taken out as hull interest and/ or freight interest insurance;

(iii)

in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;

(iv)

in the case of protection and indemnity risks, in respect of the full tonnage of the Drillship;

(v)

in the case of risk of loss of Earnings insurance, in an amount not less than the amount confirmed by the report from the insurance broker obtained in accordance with Clause 22.14(b) as being appropriate and adequate;

(vi)

in each of the above cases on terms approved by the Facility Agent (acting on the authorisation of the Majority Lenders) and through such brokers, insurers, associations and clubs as the Facility Agent (acting on the authorisation of the Majority Lenders) from time to time may approve as appropriate for an internationally reputable major drilling contractor.

(b)	For the purpose of this Clause 22 ( Insurance Undertakings ) the " Insurance Value " of the Drillship means at all times an amount which equal to or higher than the greater of:

(i)

120 per cent. of the Loan; and

(ii)

the Market Value of the Drillship.

22.4 Further protections for the Finance Parties

In addition to the terms set out in Clause 22.3 ( Terms of obligatory insurances ), the Drillship Owner shall procure that the obligatory insurances taken out by it shall:

(a)	subject always to paragraph (b), name the Drillship Owner and any Intra-Group Charterer as the main co assured unless the interest of every other co assured is limited:

(i)

in respect of any obligatory insurances for hull and machinery and war risks;

(A)

to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B)

to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii)

in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;

and every other co assured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between the Drillship Owner, any Intra-Group Charterer and every other co assured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b)	name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;

(c)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Agent shall be made without set off, counterclaim or deductions or condition whatsoever;

(d)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and

(e)	provide that the Security Agent may make proof of loss if the Drillship Owner or any Intra-Group Charterer fails to do so.

22.5 Renewal of obligatory insurances

The Drillship Owner shall:

(a)	at least 14 days before the expiry of any obligatory insurance effected by it, renew that obligatory insurance; and

(b)	procure that the brokers and/or the war risks and protection and indemnity associations (approved in accordance with 22.3(a)(vi)) with which such a renewal is effected shall promptly after the renewal notify the Facility Agent in writing of the terms and conditions of the renewal.

22.6 Copies of policies; letters of undertaking

The Drillship Owner shall ensure that the brokers provide the Security Agent with:

(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and

(b)	a letter or letters of undertaking in a form required by the Facility Agent and including undertakings by the brokers that:

(i)

they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 22.4 ( Further protections for the Finance Parties );

(ii)

they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause;

(iii)

they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances;

(iv)

they will, if they have not received notice of renewal instructions from the Drillship Owner concerned or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances;

(v)

if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;

(vi)

they will not set off against any sum recoverable in respect of a claim relating to the Drillship under such obligatory insurances any premiums due for other Drillships under the fleet or other amounts due to them for other insurances or any other person, they waive any lien on the policies for premium due for other Drillships under the fleet cover or any sums received under them which they might have in respect of such premiums or other amounts due for other Drillships under the fleet cover and they will not cancel such obligatory insurances on this Drillship by reason of non-payment of such premiums for other Drillships under the fleet or other amounts; and

(vii)

they will arrange for a separate policy to be issued in respect of the Drillship forthwith upon being so requested by the Facility Agent.

22.7 Copies of certificates of entry

The Drillship Owner shall ensure that any protection and indemnity and/or war risks associations in which the Drillship is entered provide the Security Agent with:

(a)	a copy of the certificate of entry for the Drillship;

(b)	a letter or letters of undertaking in such form as may be required by the Facility Agent acting on the instructions of Majority Lenders ; and

(c)	a copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Drillship if trading in the United States or any other relevant jurisdiction.

22.8 Deposit of original policies

The Drillship Owner shall ensure that all policies relating to obligatory insurances effected by it are deposited with the brokers through which the insurances are effected or renewed.

22.9 Payment of premiums

The Drillship Owner shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Facility Agent or the Security Agent.

22.10 Guarantees

The Drillship Owner shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

22.11 Compliance with terms of insurances

(a)

The Drillship Owner shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance effected by it invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance effected by it repayable in whole or in part.

(b)	Without limiting paragraph (a) above, the Drillship Owner shall:

(i)

take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances effected by it, and (without limiting the obligation contained in paragraph (b)(iii) of Clause 22.6 ( Copies of policies; letters of undertaking )) ensure that the obligatory insurances effected by it are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval;

(ii)

not make any changes relating to the Approved Classification or the Approved Classification Society or Manager or operator of the Drillship, without obtaining the underwriters' prior consent;

(iii)

make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Drillship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation);

(iv)

not employ the Drillship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances effected by it, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify; and

(v)

notify the Facility Agent in writing prior to the Drillship entering the territorial waters of the US, and arrange for such additional protection and indemnity cover as required by the Facility Agent.

(c)	The Facility Agent may, at any time and for the account of the Borrower, obtain an insurance report from an independent marine insurance broker.

22.12 Alteration to terms of insurances

The Drillship Owner shall not make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance effected by it.

22.13 Settlement of claims

The Drillship Owner shall:

(a)	not settle, compromise or abandon any claim under any obligatory insurance effected by it for Total Loss or for a Major Casualty; and

(b)	do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

22.14 Provision of information

The Drillship Owner shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) requests for the purpose of:

(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or

(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 22.15 ( Mortgagee's interest and additional perils (pollution) insurances ) or dealing with or considering any matters relating to any such insurances,

and the Borrower shall, forthwith upon demand, indemnify the Security Agent in respect of all fees and other expenses incurred by or for the account of the Security Agent in connection with any such report as is referred to in paragraph (a) above.

22.15 Mortgagee's interest and additional perils (pollution) insurances

(a)

The Security Agent shall effect, maintain and renew a mortgagee's interest marine insurance and a mortgagee's interest additional perils (pollution) insurance, covering, in relation to mortgagee's interest marine insurance, not less than 120 per cent. of the Loan and, in relation to mortgagee's interest additional perils (pollution) insurance, not less than the amount of the Loan, and on such terms, through such insurers and generally in such manner as the Security Agent acting on the instructions of the Majority Lenders may from time to time consider appropriate.

(b)

The Borrower shall upon demand fully indemnify the Security Agent in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.

23 DRILLSHIP UNDERTAKINGS

23.1 General

The undertakings in this Clause 23 ( Drillship Undertakings ) remain in force on and from the Delivery Date of the Drillship and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

23.2 Drillship's name and registration

The Drillship Owner shall:

(a)	keep the Drillship registered in its name under the Approved Flag from time to time at its port of registration;

(b)	not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled; and

(c)	not change the name of the Drillship,

provided that any change of flag of the Drillship (other than to an Approved Flag) shall be subject to:

(i)

the prior consent of the Majority Lenders, and:

(ii)

the Drillship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on the Drillship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage and on such other terms and in such other form as the Facility Agent, acting with the authorisation of all Lenders, shall approve or require; and

(iii)

the execution of such other documentation amending and supplementing the Finance Documents as the Facility Agent, acting with the authorisation of all Lenders, shall approve or require.

23.3 Repair and classification

The Drillship Owner shall, unless otherwise permitted by all Lenders, keep the Drillship in a good and safe condition and state of repair:

(a)	consistent with first class ship ownership and management practice; and

(b)	so as to maintain the Approved Classification free of any material overdue recommendations nor adverse notations.

23.4 Modifications

The Drillship Owner shall not make any modification or repairs to, or replacement of, the Drillship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Drillship or materially reduce its value.

23.5 Removal and installation of parts

(a)	Subject to paragraph (b) below, the Drillship Owner shall not remove any material part of the Drillship, or any item of equipment installed on the Drillship unless the part or item so removed is forthwith replaced by a suitable part or item which:

(i)

is in the same condition as or better condition than the part or item removed;

(ii)

is free from any Security in favour of any person other than the Security Agent; and

(iii)

becomes, on installation on the Drillship, the property of the Drillship Owner and subject to the security constituted by the Mortgage.

(b)	The Drillship Owner may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Drillship.

23.6 Surveys

The Drillship Owner shall submit the Drillship regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent, provide the Facility Agent, with copies of all survey reports.

23.7 Inspection

The Drillship Owner shall permit, and shall procure that the Manager and any Intra-Group Charterer permit, the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Drillship once a year and with prior notice to the Borrower at

the expense of the Borrower (however so that if a Default has occurred such inspections may be conducted at any time and on any number of occasions and at the expense of the Borrower) to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

23.8 Prevention of and release from arrest

(a)	The Drillship Owner shall promptly discharge:

(i)

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Drillship, its Earnings or its Insurances;

(ii)

all taxes, dues and other amounts charged in respect of the Drillship, its Earnings or its Insurances; and

(iii)

all other outgoings whatsoever in respect of the Drillship, its Earnings or its Insurances.

(b)	The Drillship Owner shall forthwith upon receiving notice of the arrest of the Drillship or of its detention in exercise or purported exercise of any lien or claim procure its release by providing bail or otherwise as the circumstances may require.

23.9 Compliance with laws etc.

The Drillship Owner shall:

(a)	comply, or procure compliance with all laws or regulations:

(i)

relating to its business generally; and

(ii)

relating to the Drillship, its ownership, employment, operation, management and registration,

including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws and regulations of the Approved Flag;

(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environment Approvals; and

(c)	without limiting paragraph (a) above, not employ the Drillship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions.

23.10 ISPS Code

Without limiting paragraph (a) of Clause 23.9 ( Compliance with laws etc. ), the Drillship Owner shall:

(a)	procure the Drillship's and the company responsible for the Drillship's compliance with the ISPS Code comply with the ISPS Code; and

(b)	maintain an ISSC for the Drillship; and

(c)	notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.

23.11 Trading in war zones

In the event of hostilities in any part of the world (whether war is declared or not), the Drillship shall not enter, operate in or trade to any zone which is declared a war zone by any government or by the Drillship's war risks insurers unless that employment or voyage is either:

(a)	consented to in advance and in writing by the underwriters of the Drillship's war risk insurances and fully covered by those insurances; or

(b)	(to the extent not covered by those insurances) covered by additional insurance taken out by the Drillship Owner or any Intra-Group Charterer (as the case may be) at their expense, which additional insurance shall be deemed to be part of the insurances subject to the Transaction Security,

and the Drillship Owner or any Intra-Group Charterer (as the case may be) shall notify the Lenders in writing each time prior to entering a war zone together with a confirmation to the Lenders that:

(i)

the war risk insurers have been duly notified and have agreed to the Drillship entering the specified war zone; and

(ii)

it has taken out all insurances necessary to cover all additional risk.

23.12 Provision of information

The Drillship Owner shall promptly provide the Facility Agent with any information which it requests regarding:

(a)	the Drillship, its employment, position and engagements;

(b)	any Earnings and payments and amounts due to any master and crew;

(c)	any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Drillship and any payments made by it in respect of the Drillship;

(d)	any towages and salvages; and

(e)	its compliance, the Manager's compliance and the compliance of the Drillship with the ISM Code and the ISPS Code,

and, upon the Facility Agent's request, provide copies of any Charter, of any guarantee of any such Charter, the Drillship's Safety Management Certificate and any relevant Document of Compliance.

23.13 Notification of certain events

The Drillship Owner shall immediately notify the Facility Agent by fax, confirmed forthwith by letter, of:

(a)	any casualty to the Drillship which is or is likely to be or to become a Major Casualty;

(b)	any occurrence as a result of which the Drillship has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c)	any requisition of the Drillship for hire;

(d)	any requirement or recommendation made in relation to the Drillship by any insurer or classification society or by any competent authority which is not immediately complied with;

(e)	any arrest or detention of the Drillship, any exercise or purported exercise of any lien on the Drillship or its Earnings or any requisition of the Drillship for hire;

(f)	any intended dry docking of the Drillship;

(g)	any Environmental Claim made against the Drillship Owner, the Borrower or in connection with the Drillship, or any Environmental Incident;

(h)	any claim made by it under the Building Contract;

(i)	any default (by any party) under a Charter;

(j)	any claim for breach of the ISM Code or the ISPS Code being made against the Drillship Owner, the Manager or otherwise in connection with the Drillship; or

(k)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

and the Drillship Owner shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall reasonably require as to the Drillship Owner's, the Borrower's, the Manager's or any other person's response to any of those events or matters.

23.14 Restrictions on chartering, appointment of manager etc.

The Drillship Owner shall not (and the Drillship Owner shall procure that no other member of the Group shall):

(a)	let the Drillship on demise charter for any period other than a Bareboat Charter;

(b)	enter into any time or consecutive voyage charter in respect of the Drillship other than a Satisfactory Drilling Contract;

(c)	appoint a manager of the Drillship other than the Manager;

(d)	de activate or lay up on a "cold stack" basis the Drillship or otherwise on a basis which would prevent the Drillship from being ready to re-commence employment within a one month period at any time; or

(e)

put the Drillship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed USD 15,000,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on the Drillship or its Earnings for the cost of such work or for any other reason.

23.15 Termination of or amendment to agreements

(a)	The Drillship shall be employed under the Satisfactory Drilling Contract and no Obligor shall, without the prior written consent of the Majority Lenders, terminate or make any amendments to the Satisfactory Drilling Contract.

(b)	No Obligor shall, without the prior written consent of the Majority Lenders, terminate or make any material amendments to the Building Contract.

23.16 Notice of Mortgage

The Drillship Owner shall keep the Mortgage registered against the Drillship as a valid first preferred mortgage, carry on board the Drillship a certified copy of the Mortgage (without prejudice to any more specific requirement contained in the Mortgage, as the case may be) and place and maintain in a conspicuous place in the navigation room and the master's cabin of the Drillship a framed printed notice stating that the Drillship is mortgaged to the Security Agent.

23.17 Sharing of Earnings

The Drillship Owner shall not enter into any agreement or arrangement for the sharing of any Earnings.

23.18 Notification of compliance

The Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) that the Drillship Owner is complying with this Clause 23 ( Drillship Undertakings ).

24 SECURITY COVER

24.1 Valuations of Market Value

(a)	The Market Value of the Drillship shall be determined at the Delivery Date of the Drillship and semi-annually thereafter, and at such other times as the Facility Agent may request.

(b)	The valuations for the purpose of determining the Market Value of the Drillship shall be obtained at the cost of the Borrower.

(c)	The Borrower shall promptly provide the Facility Agent and the Approved Brokers acting under this Clause 24 ( Security Cover ) with any information which the Facility Agent or the Approved Brokers may request for the purposes of the valuations.

24.2 Minimum required security cover

Clause 24.3 ( Provision of additional security; prepayment ) applies if, at any time following the Delivery Date of the Drillship and throughout the Security Period, the Facility Agent notifies the Borrower that:

(a)	the Market Value of the Drillship; plus

(b)	the net resalable value of additional non-cash Security previously provided under this Clause 24 ( Security Cover ),

is:

(c)	from the Delivery Date to but excluding the date falling one year after the Delivery Date, below 120 per cent. of the Loan less any additional cash Security previously provided under this Clause 24 ( Security Cover ); or

(d)	from the date falling one year after the Delivery Date to but excluding the date falling two years after the Delivery Date, below 125 per cent. of the Loan less any additional cash Security previously provided under this Clause 24 ( Security Cover ); or

(e)	thereafter and for the remainder of the Security Period, below 130 per cent. of the Loan less any additional cash Security previously provided under this Clause 24 ( Security Cover ).

24.3 Provision of additional security; prepayment

If the Facility Agent serves a notice on the Borrower under Clause 24.2 ( Minimum required security cover ) the Borrower shall on or before the date falling one Month after the date (the " Prepayment Date ") on which the Facility Agent's notice is served either:

(a)

provide, or ensure that a third party has provided, additional security which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders, has a net realisable value at least equal to the shortfall and is documented in such terms as the Facility Agent may approve or require; or

(b)	prepay such part of the Loan required in order to eliminate the shortfall.

24.4 Value of additional security

The net realisable value of any additional security which is provided under Clause 24.3 ( Provision of additional security; prepayment ) and which consists of first preferred Security over a drillship shall be the Market Value of the drillship concerned.

24.5 Prepayment mechanism

Any prepayment pursuant to Clause 24.3 ( Provision of additional security; prepayment ) shall be applied pro rata across the Facilities against the remaining scheduled Repayment Instalments and the Commercial Facility Balloon (if relevant) and, within each Facility, in inverse order of maturity as set out in Clause 6.1 ( Repayment of Advances ) and otherwise be made in accordance with Clause 7.8 ( Restrictions ).

25 APPLICATION OF EARNINGS

25.1 Payment of Earnings

(a)	Each Obligor shall ensure that, subject only to the provisions of the General Assignments and the Account Security (as applicable), all Earnings received by the Borrower, the Drillship Owner and any Intra-Group Charterer are paid in to its Earnings Account.

(b)	The Security Agent may block the Earnings Accounts upon the occurrence of a Default.

25.2 Monthly retentions

The Borrower shall ensure that, in each calendar month after the Utilisation Date, on such dates as the Facility Agent may from time to time specify, there is transferred to the Retention Account (which shall, for the avoidance of doubt, at all times be blocked) out of the Earnings received in the Earnings Account during the preceding calendar month:

(a)	one-third of the amount of the Repayment Instalment falling due on the next Repayment Date; and

(b)	the relevant fraction of the aggregate amount of interest on the Loan which is payable on the next due date for payment of interest on the Loan under this Agreement.

The " relevant fraction " is a fraction of which:

(i)

the numerator is 1; and

(ii)

the denominator is:

(A) the number of months comprised in the then current Interest Period; or

(B)

if the period is shorter, the number of months from the later of the commencement of the current Interest Period or the last due date for payment of interest on the Loan to the next due date for payment of interest on the Loan under this Agreement.

25.3 Shortfall in Earnings

(a)	If the credit balance on the Earnings Account is insufficient in any calendar month for the required amount to be transferred to the Retention Account under Clause 25.2 ( Monthly retentions ), the Borrower shall make up the amount of the insufficiency on demand from the Facility Agent.

(b)

Without prejudicing the Facility Agent's right to make such demand at any time, the Facility Agent may, if so authorised by the Majority Lenders, permit the Borrower to make up all or part of the insufficiency by increasing the amount of any transfer under Clause 25.2 ( Monthly retentions ) from the Earnings received in the next or subsequent calendar months.

25.4 Application of retentions

Until an Event of Default occurs, the Facility Agent shall on each Repayment Date and on each due date for the payment of interest under this Agreement distribute to the Lenders in accordance with Clause 34.2 ( Distributions by the Facility Agent ) so much of the then balance on the Retention Account as equals:

(a)	the Repayment Instalment due on that Repayment Date; or

(b)	the amount of interest payable on that interest payment date,

in discharge of the Borrower's liability for that Repayment Instalment or that interest.

25.5 Interest accrued on Retention Account

Any credit balance on the Retention Account shall bear interest at the rate from time to time offered by the Account Bank to its customers for USD deposits of similar amounts and for periods similar to those for which such balances appear to the Account Bank likely to remain on the Retention Account.

25.6 Release of accrued interest

Interest accruing under Clause 25.5 ( Interest accrued on Retention Account ) shall be credited to the Retention Account and, to the extent not applied previously pursuant to Clause 25.4 ( Application of retentions ) shall be released to the Borrower at the end of the Security Period.

25.7 Location of Accounts

The Borrower shall promptly:

(a)	comply with any requirement of the Facility Agent as to the location or relocation of any Earnings Account and the Retention Account (or either of them); and

(b)	execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent Security over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts and the Retention Account.

26 EVENTS OF DEFAULT

26.1 General

Each of the events or circumstances set out in this Clause 26 ( Events of Default ) is an Event of Default except for Clause 26.19 ( Acceleration ) and Clause 26.20 ( Enforcement of security ).

26.2 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)	its failure to pay is caused by an administrative or technical error in the banking system, appropriate evidence of which is provided to the Facility Agent; and

(b)	payment is made within five Business Days of its due date.

26.3 Specific obligations

A breach of Clause 4.4 ( Waiver of conditions precedent ), Clause 20 ( Financial Covenants ), Clause 21.10 ( Ownership ) (to the extent such breach is not falling within Clause 7.2 ( Change of Control ), Clause 21.12 ( Title ), Clause 21.25 ( Sanctions ), Clause 22.2 ( Maintenance of obligatory insurances ), Clause 22.3 ( Terms of obligatory insurances ) or Clause 22.5 ( Renewal of obligatory insurances ) occurs.

26.4 Other obligations

(a)	An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.2 ( Non-payment ) and Clause 26.3 ( Specific obligations ).

(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 calendar days of the Facility Agent giving notice to the Borrower or (if earlier) the Borrower becoming aware of the failure to comply.

26.5 Kexim Guarantee

The Kexim Guarantee, due to an act or omission of an Obligor, ceases to exist, becomes contested, invalid, non-binding or unenforceable or is otherwise jeopardized in full or in part.

26.6 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

26.7 Cross default

(a)	Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b)	Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)	Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)	Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e)	No Event of Default will occur under this Clause 26.7 ( Cross default ) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than USD 25,000,000 (or its equivalent in any other currency).

26.8 Insolvency

(a)

An Obligor or any member of the Restricted Group is unable or admits inability to pay its debts as they fall due, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b)	The value of the assets of an Obligor or any member of the Restricted Group is less than its liabilities (taking into account contingent and prospective liabilities).

26.9 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a)

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group other than a solvent liquidation or reorganisation of any member of the Group which is not an Obligor;

(b)	a composition, compromise, assignment or arrangement with any creditor of any member of the Group;

(c)	the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not an Obligor), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any member of the Group or any of its assets; or

(d)	enforcement of any Security over any assets of any member of the Group,

or any analogous procedure or step is taken in any jurisdiction.

This Clause 26.9 ( Insolvency proceedings ) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within five Business Days of commencement.

26.10 Creditors' process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) or an arrest of the Drillship, affects any asset or assets of any Obligor and is not discharged within 30 days.

26.11 Loss of property

Any part of the property of any Obligor, including but not limited to the Drillship, is destroyed, abandoned, seized, appropriated or forfeited or the authority or ability of any company within the Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any company within the Group or any of its assets.

26.12 Unlawfulness, invalidity and ranking

(a)	It is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents.

(b)	Any obligation of any Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.

(c)	Any Finance Document ceases to be in full force and effect or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.

(d)	Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.

26.13 Security imperilled

Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy, unless it is (in the reasonable opinion of the Facility Agent) capable of remedy and is remedied within 10 Business Days of the earlier of the Facility Agent giving notice to the Borrower or an Obligor becoming aware of the unenforceability or invalidity.

26.14 Cessation of business

Any Obligor suspends or ceases to carry on (or threatens to suspend or ceases to carry on) all or a material part of its business.

26.15 Repudiation and rescission of agreements

Any Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.

26.16 Authorisation and consents

Any authorisation, licence, consent, permission or approval required in connection with the entering into, validity, enforcement, completion or performance of any of the Finance Documents or any transactions contemplated thereby is revoked, terminated or modified or otherwise ceases to be in full force and effect.

26.17 Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to any of the Finance Documents or the transactions contemplated in the Finance Documents or against any Obligor or its assets which has or is reasonably likely to, if adversely determined, have a Material Adverse Effect.

26.18 Material adverse change

Any event or circumstance occurs which the Majority Lenders reasonably believe has or is reasonably likely to have a Material Adverse Effect.

26.19 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a)	cancel the Total Commitments, whereupon they shall immediately be cancelled;

(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or

(c)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders,

and the Facility Agent may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Security Agent may take any action referred to in Clause 26.20 ( Enforcement of security ) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

26.20 Enforcement of security

On and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 26.19 ( Acceleration ), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

SECTION 9

CHANGES TO PARTIES

27 CHANGES TO THE LENDERS

27.1 Assignments and transfers by the Lenders

Subject to this Clause 27 ( Changes to the Lenders ), a Lender (the " Existing Lender ") may:

(a)	assign any of its rights; or

(b)	transfer by novation any of its rights and obligations,

under the Finance Documents to another bank or financial institution (the " New Lender ").

27.2 Conditions of assignment or transfer

(a)	The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:

(i)

to another Lender or an Affiliate of a Lender; or

(ii)

made at a time when a Default is continuing.

(b)	The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.

(c)	The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to any amount payable under Clause 14.3 ( Mandatory Cost ).

(d)	An assignment will only be effective on:

(i)

receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Secured Parties as it would have been under if it were an Original Lender; and

(ii)

performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

(e)	A transfer will only be effective if the procedure set out in Clause 27.5 ( Procedure for transfer ) is complied with.

(f)

If:

(i)

a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( Tax Gross Up and Indemnities ) or Clause 13 ( Increased Costs ),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (f) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

(g)

Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

27.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of USD 5,000.

27.4 Limitation of responsibility of Existing Lenders

(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 legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;

(ii)

the financial condition of any Obligor;

(iii)

the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv)

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties that it:

(i)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document or the Transaction Security; and

(ii)

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities throughout the Security Period.

(c)	Nothing in any Finance Document obliges an Existing Lender to:

(i)

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27 ( Changes to the Lenders ); or

(ii)

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

27.5 Procedure for transfer

(a)

Subject to the conditions set out in 27.2 ( Conditions of assignment or transfer ), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.

(b)

The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c)	Subject to Clause 27.9 ( Pro rata interest settlement ), on the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the " Discharged Rights and Obligations ");

(ii)

each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)

the Facility Agent, the Security Agent, the Hedge Counterparties, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Hedge Counterparties, the Mandated Lead Arrangers and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and

(iv)

the New Lender shall become a Party as a "Lender".

27.6 Procedure for assignment

(a)

Subject to the conditions set out in Clause 27.2 ( Conditions of assignment or transfer ) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)

The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c)	Subject to Clause 27.9 ( Pro rata interest settlement ), on the Transfer Date:

(i)

the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii)

the Existing Lender will be released from the obligations (the " Relevant Obligations ") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii)

the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d)

Lenders may utilise procedures other than those set out in this Clause 27.6 ( Procedure for assignment ) to assign their rights under the Finance Documents (but not to obtain a release by that Obligor from the obligations owed to that Obligor by any Lender nor to effect the assumption of equivalent obligations by a New Lender, in each case without the consent of the relevant Obligor or unless in accordance with Clause 27.5 ( Procedure for transfer )), provided that they comply with the conditions set out in Clause 27.2 ( Conditions of assignment or transfer ).

27.7 Copy of Transfer Certificate or Assignment Agreement to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.

27.8 Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 27 ( Changes to the Lenders ), each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b)	in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i)

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii)

require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

27.9 Pro rata interest settlement

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 27.5 ( Procedure for transfer ) or any assignment pursuant to Clause 27.6 ( Procedure for assignment ) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(a)

any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (" Accrued Amounts ") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(b)	The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(i)

when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(ii)

the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 27.9 ( Pro rata interest settlement ), have been payable to it on that date, but after deduction of the Accrued Amounts.

27.10 Transfer to the Kexim Guarantor

(a)

If the Kexim Guarantor makes a payment under the Kexim Guarantee, then, to the extent that it is required to do so by the Kexim Guarantor under the Kexim Guarantee, a Kexim Guaranteed Lender receiving a payment pursuant to the Kexim Guarantee shall, at the cost of the Borrower and without any requirement for the consent of the Borrower, transfer to the Kexim Guarantor (in accordance with, and subject to, Clause 28 ( Changes to the Obligors )) a part of its participation in the Loan equal to the amount paid to it by the Kexim Guarantor.

(b)	A transfer pursuant to paragraph (a) above shall not limit the rights of the relevant Kexim Guaranteed Lender to recover any remaining part of its participation in a Loan or any other moneys owing to it under this Agreement or any other Finance Documents.

(c)	If the Kexim Guarantor makes any payment to a Kexim Guaranteed Lender under the Kexim Guarantee:

(i)

the obligations and liabilities of the Obligors (and of any of them) under this Agreement and each of the other Finance Documents shall not be reduced, discharged nor affected in any way;

(ii)

the Kexim Guarantor shall be subrogated to the rights of that Kexim Guaranteed Lender against the Obligors under this Agreement and each of the other Finance Documents;

(iii)

the Kexim Guarantor shall be entitled to the extent of such payment to exercise the rights of that Kexim Guaranteed Lender against the Obligors (and against any of them) under this Agreement and each of the other Finance Documents or any relevant laws and/or regulations unless and until such payment and the interest accrued on it are fully reimbursed to the Kexim Guarantor; and

(iv)

with respect to the obligations and liabilities of the Obligors owed to that Kexim Guaranteed Lender under the Finance Documents (or any of them), such obligations and liabilities shall additionally be owed to the Kexim Guarantor by way of subrogation of the rights of that Kexim Guaranteed Lender.

(d)	The Obligors shall indemnify the Kexim Guarantor in respect of any costs or expenses (including legal fees) suffered or incurred by it in connection with any transfer referred to in paragraph (a) above.

28 CHANGES TO THE OBLIGORS

(a)	No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents except as expressly permitted by this Agreement.

(b)	The Borrower may request the consent of all the Lenders to transfer (wholly or partially) the shares in any of the Obligors and/or the ownership of the Drillship to a master limited partnership structure.

(c)	The Lenders' consent (if given) shall be subject to credit approval from all the Lenders and such further terms and conditions (including any change in the Guarantors) as determined by all the Lenders and the Borrower at that time.

SECTION 10

THE FINANCE PARTIES

29 THE FACILITY AGENT AND THE MANDATED LEAD ARRANGERS

29.1 Appointment of the Facility Agent

(a)	Each other Finance Party appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b)

Each other Finance Party authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

29.2 Instructions

(a)	The Facility Agent shall:

(i)

unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:

(A)

all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Majority Lenders; and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties).

(b)

The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d)	Paragraph (a) above shall not apply:

(i)

where a contrary indication appears in a Finance Document;

(ii)

where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action;

(iii)

in respect of any provision which protects the Facility Agent's own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.

(e)

If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 ( Amendments and Waivers ), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each relevant Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.

(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.

(g)

The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h)

Without prejudice to the remainder of this Clause 29.2 ( Instructions ), in the absence of instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.

(i)

The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security or enforcement of the Transaction Security.

29.3 Duties of the Facility Agent

(a)	The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)	Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

(c)	Without prejudice to Clause 27.7 ( Copy of Transfer Certificate or Assignment Agreement to Borrower ), paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(d)	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.

(e)	If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the Mandated Lead Arrangers or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.

(g)	The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

29.4 Role of the Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.

29.5 No fiduciary duties

(a)	Nothing in any Finance Document constitutes the Facility Agent or the Mandated Lead Arrangers as a trustee or fiduciary of any other person.

(b)	Neither the Facility Agent nor the Mandated Lead Arrangers shall be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account.

29.6 Application of receipts

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 34.5 ( Application of receipts; partial payments ).

29.7 Business with the Group

The Facility Agent and the Mandated Lead Arrangers may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

29.8 Rights and discretions

(a)	The Facility Agent may:

(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)

assume that:

(A)

any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B)

unless it has received notice of revocation, that those instructions have not been revoked; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b)	The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:

(i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.2 ( Non-payment ));

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by the Borrower (other than the Utilisation Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c)	The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)

Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.

(e)

The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f)	The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the gross negligence or wilful misconduct of the Facility Agent or its officers, employees or agents.

(g)	Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.

(h)

Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Mandated Lead Arrangers are obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i)	The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or the identity of any such Lender for the purpose of sub-paragraph (ii) of paragraph (a) of Clause 10.2 ( Market disruption ).

(j)

Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

29.9 Responsibility for documentation

Neither the Facility Agent nor the Mandated Lead Arrangers are responsible or liable for:

(a)

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Mandated Lead Arrangers, an Obligor or any other person in, or in connection with, any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or

(c)	any determination as to whether any information provided or to be provided to any Finance Party or Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

29.10 No duty to monitor

The Facility Agent shall not be bound to enquire:

(a)	whether or not any Default has occurred;

(b)	as to the performance, default or any breach by any Obligor of its obligations under any Finance Document; or

(c)	whether any other event specified in any Finance Document has occurred.

29.11 Exclusion of liability

(a)	Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 34.11 ( Disruption to Payment Systems etc. )) or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:

(i)

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii)

exercising, or not exercising ,any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or

(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b)

No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.5 ( Third party rights ) and the provisions of the Third Parties Act.

(c)

The Facility Agent will not be 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 shall oblige the Facility Agent or the Mandated Lead Arrangers to carry out:

(i)

any "know your customer" or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Mandated Lead Arrangers.

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability, any liability of the Facility Agent arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.

29.12 Lenders' indemnity to the Facility Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 ( Disruption to Payment Systems etc. ) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a Finance Document).

(b)	Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.

(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.

29.13 Resignation of the Facility Agent

(a)	The Facility Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Finance Parties and the Borrower.

(b)	Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent.

(c)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent.

(d)

If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent), agree with the proposed successor Facility Agent amendments to this Clause 29 ( The Facility Agent and the Mandated Lead Arrangers ) and any other term of this Agreement (in each case in accordance with Clause 42 ( Amendments and Waivers )) dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees and those amendments will bind the Parties.

(e)

The retiring Facility Agent shall, 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 Facility Agent under the Finance Documents.

(f)	The Facility Agent's resignation notice shall only take effect upon the appointment of a successor.

(g)

Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.4 ( Indemnity to the Servicing Banks ) and this Clause 29 ( The Facility Agent and the Mandated Lead Arrangers ) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent. Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h)	The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Borrower.

(i)	The consent of the Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent.

(j)

The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i)

the Facility Agent fails to respond to a request under Clause 12.7 ( FATCA Information ) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)

the information supplied by the Facility Agent pursuant to Clause 12.7 ( FATCA Information ) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)

the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.

29.14 Confidentiality

(a)	In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)

If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

29.15 Relationship with the other Finance Parties

(a)

Subject to Clause 27.9 ( Pro rata interest settlement ), the Facility Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i)

entitled to or liable for any payment due under any Finance Document on that day; and

(ii)

entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)	Each Lender shall supply the Facility Agent with any information required by the Facility Agent in order to calculate the Mandatory Cost in accordance with Clause 14.3 ( Mandatory Cost ).

(c)

Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent.

(d)	Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where

communication by electronic mail or other electronic means is permitted under Clause 36.5 ( Electronic communication ) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 36.2 ( Addresses ) and sub-paragraph (ii) of paragraph (b) of Clause 36.5 ( Electronic communication ) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

29.16 Credit appraisal by the Finance Parties

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Finance Party confirms to the Facility Agent and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Finance Document including but not limited to:

(a)	the financial condition, status and nature of each member of the Group;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;

(c)

whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;

(d)

the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e)	the right or title of any person in or to or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

29.17 Reference Banks

The Facility Agent shall (if so instructed by the all the Lenders and in consultation with the Borrower) replace a Reference Bank with another bank or financial institution.

29.18 Facility Agent's management time

(a)

Any amount payable to the Facility Agent under Clause 14.4 ( Indemnity to the Servicing Banks ), Clause 16 ( Costs and Expenses ) and Clause 29.12 ( Lenders' indemnity to the Facility Agent ) shall include the cost of utilising the Facility Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 ( Fees ).

100

29.19 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

29.20 Reliance and engagement letters

Each Secured Party confirms that each of the Mandated Lead Arrangers and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Mandated Lead Arrangers or the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

29.21 Full freedom to enter into transactions

Without prejudice to Clause 29.7 ( Business with the Group ) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

(a)

to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Obligor or any person who is party to, or referred to in, a Finance Document);

(b)	to deal in and enter into and arrange transactions relating to:

(i)

any securities issued or to be issued by any Obligor or any other person; or

(ii)

any options or other derivatives in connection with such securities; and

(c)	to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

30 THE SECURITY AGENT

30.1 Trust

(a)	The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 30 ( The Security Agent ) and the other provisions of the Finance Documents.

101

(b)

Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

30.2 Parallel Debt (Covenant to pay the Security Agent)

(a)	Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.

(b)	The Parallel Debt of an Obligor:

(i)

shall become due and payable at the same time as its Corresponding Debt;

(ii)

is independent and separate from, and without prejudice to, its Corresponding Debt.

(c)	For purposes of this Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent:

(i)

is the independent and separate creditor of each Parallel Debt;

(ii)

acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and

(iii)

shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).

(d)	The Parallel Debt of an Obligor shall be:

(i)

decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and

(ii)

increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor shall be:

(A)

decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and

(B)

increased to the extent that its Parallel Debt has increased,

in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

(e)	All amounts received or recovered by the Security Agent in connection with this Clause 30.2 ( Parallel Debt (Covenant to pay the Security Agent) ) to the extent permitted by applicable law, shall be applied in accordance with Clause 34.5 ( Application of receipts; partial payments ).

(f)	This Clause 30.2 ( Parallel Debt (Covenant to pay the Security Agent) ) shall apply, with any necessary modifications, to each Finance Document.

102

30.3 Enforcement through Security Agent only

The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Transaction Security except through the Security Agent.

30.4 Instructions

(a)	The Security Agent shall:

(i)

unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Facility Agent acting on the instructions of:

(A)

all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Majority Lenders; and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties).

(b)

The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Facility Agent acting on the instructions of the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Facility Agent acting on the instructions of the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d)	Paragraph (a) above shall not apply:

(i)

where a contrary indication appears in a Finance Document;

(ii)

where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;

(iii)

in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties.

(iv)

in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:

(A)

Clause 30.27 ( Deductions from receipts ); and

(B)

Clause 30.28 ( Prospective liabilities ).

(e)	If giving effect to instructions given by the Facility Agent acting on the instructions of the Majority Lenders would in the Security Agent's opinion have an effect equivalent to an

103

amendment or waiver referred to in Clause 42 ( Amendments and Waivers ), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.

(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:

(i)

it has not received any instructions as to the exercise of that discretion; or

(ii)

the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,

the Security Agent shall do so having regard to the interests of all the Secured Parties.

(g)

The Security Agent may refrain from acting in accordance with any instructions of the Facility Agent acting on the instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h)	Without prejudice to the remainder of this Clause 30.4 ( Instructions ), in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.

(i)

The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security or enforcement of the Transaction Security.

30.5 Duties of the Security Agent

(a)	The Security Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)	The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party.

(c)	Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d)	If the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e)	The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

30.6 No fiduciary duties

(a)	Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Obligor.

104

(b)	The Security Agent shall not be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account.

30.7 Business with the Group

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

30.8 Rights and discretions

(a)	The Security Agent may:

(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)

assume that:

(A)

any instructions received by it from the Facility Agent acting on the instructions of the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B)

unless it has received notice of revocation, that those instructions have not been revoked; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b)	The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Secured Parties) that:

(i)

no Default has occurred;

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by the Borrower (other than the Utilisation Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c)	The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)

Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable.

(e)	The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the

105

Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f)	The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the gross negligence or wilful misconduct of the Security Agent or its officers, employees or agents.

(g)	Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under the Finance Documents.

(h)	Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i)

Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

30.9 Responsibility for documentation

The Security Agent is not responsible or liable for:

(a)

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Security Property; or

(c)	any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

30.10 No duty to monitor

The Security Agent shall not be bound to enquire:

(a)	whether or not any Default has occurred;

(b)	as to the performance, default or any breach by any Obligor of its obligations under any Finance Document; or

106

(c)	whether any other event specified in any Finance Document has occurred.

30.11 Exclusion of liability

(a)	Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:

(i)

(ii)

(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

(b)

No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 ( Third party rights ) and the provisions of the Third Parties Act.

(c)

The Security Agent will not be 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 Security Agent if the Security 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 Security Agent for that purpose.

(d)	Nothing in this Agreement shall oblige the Security Agent to carry out:

(i)

any "know your customer" or other checks in relation to any person; or

107

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.

30.12 Lenders' indemnity to the Security Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance Documents (unless the Security Agent, Receiver or Delegate has been reimbursed by an Obligor pursuant to a Finance Document).

(b)	Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.

(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.

30.13 Resignation of the Security Agent

(a)	The Security Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Finance Parties and the Borrower.

(b)	Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Security Agent.

(c)	If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent.

(d)

The retiring Security Agent shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees)

108

properly incurred by it in making available such documents and records and providing such assistance.

(e)	The Security Agent's resignation notice shall only take effect upon:

(i)

the appointment of a successor; and

(ii)

the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.

(f)

Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 30.23 ( Winding up of trust ) and paragraph (d) above) but shall remain entitled to the benefit Clause 14.5 ( Indemnity to the Security Agent ) and this Clause 30 ( The Security Agent ) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g)	The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.

(h)	The consent of the Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

30.14 Confidentiality

(a)	In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.

(b)

If information is received by a division or department of the Security Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

30.15 Credit appraisal by the Finance Parties

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Finance Document including but not limited to:

(a)	the financial condition, status and nature of each member of the Group;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;

(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Finance Document, the Security Property, the transactions contemplated by the Finance Documents

109

or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Security Property;

(d)

the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under, or in connection with, any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e)	the right or title of any person in or to or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

30.16 Reliance and engagement letters

Each Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

30.17 No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:

(a)	require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any of the Charged Property;

(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;

(c)	register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;

(d)	take, or to require any Obligor to take, any step to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or

(e)	require any further assurance in relation to any Transaction Security.

30.18 Insurance by Security Agent

(a)	The Security Agent shall not be obliged:

(i)

to insure any of the Charged Property;

(ii)

to require any other person to maintain any insurance; or

(iii)

to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

110

(b)

Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Facility Agent acting on the instructions of the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.

30.19 Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

30.20 Delegation by the Security Agent

(a)	Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(b)	That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.

(c)	No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.

30.21 Additional Security Agents

(a)	The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:

(i)

if it considers that appointment to be in the interests of the Secured Parties; or

(ii)

for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or

(iii)

for obtaining or enforcing any judgment in any jurisdiction,

and the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment.

(b)	Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(c)

The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

111

30.22 Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Obligor may have to any of the Charged Property and shall not be liable for or bound to require any Obligor to remedy any defect in its right or title.

30.23 Winding up of trust

If the Security Agent, with the approval of the Facility Agent determines that:

(a)	all of the Secured Liabilities and all other obligations secured by the Transaction Security have been fully and finally discharged; and

(b)	no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor pursuant to the Finance Documents,

then

(i)

the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Transaction Security; and

(ii)

any Security Agent which has resigned pursuant to Clause 30.13 ( Resignation of the Security Agent ) shall release, without recourse or warranty, all of its rights under each Transaction Security.

30.24 Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

30.25 Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.

30.26 Application of receipts

(a)

Except as expressly stated to the contrary in any Finance Document, any moneys which the Security Agent receives or recovers and which are, or are attributable to, Security Property (for the purposes of this Clause 30, the " Recoveries ") shall be transferred to the Facility Agent for application in accordance with Clause 34.5 ( Application of receipts; partial payments ).

(b)	Paragraph (a) above is without prejudice to the rights of the Security Agent, each Receiver and each Delegate:

112

(i)

under Clause 14.5 ( Indemnity to the Security Agent ) or any other indemnity in favour of the Security Agent under the Finance Documents to be indemnified out of the Charged Property; and

(ii)

under any Finance Document to credit any moneys received or recovered by it to any suspense account.

(c)	Any transfer by the Security Agent to the Facility Agent in accordance with paragraph (a) above shall be a good discharge, to the extent of that payment, by the Security Agent.

(d)	The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) of this Clause 30.26 ( Application of receipts ) in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.

30.27 Deductions from receipts

(a)	Before transferring any moneys to the Facility Agent under Clause 30.26 ( Application of receipts ), the Security Agent may, in its discretion:

(i)

deduct any sum then due and payable under this Agreement or any other Finance Documents to the Security Agent or any Receiver or Delegate and retain that sum for itself or, as the case may require, pay it to another person to whom it is then due and payable;

(ii)

set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and

(iii)

pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

(b)	For the purposes of sub-paragraph (i) of paragraph (a) above, if the Security Agent has become entitled to require a sum to be paid to it on demand, that sum shall be treated as due and payable, even if no demand has yet been served.

30.28 Prospective liabilities

Following acceleration, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 34.5 ( Application of receipts; partial payments ) in respect of:

(a)	any sum to the Security Agent, any Receiver or any Delegate; and

(b)	any part of the Secured Liabilities,

that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.

30.29 Investment of proceeds

Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 34.5 ( Application of receipts; partial payments ) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or

113

impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent's discretion in accordance with the provisions of this Clause 30.29 ( Investment of proceeds ).

30.30 Currency conversion

(a)	For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange.

(b)	The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

30.31 Good discharge

Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Secured Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.

30.32 Full freedom to enter into transactions

Without prejudice to Clause 30.7 ( Business with the Group ) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

(a)

(b)	to deal in and enter into and arrange transactions relating to:

(i)

any securities issued or to be issued by any Obligor or any other person; or

(ii)

any options or other derivatives in connection with such securities; and

(c)	to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

31 KEXIM GUARANTEE AGENT

31.1 Appointment and duties of Kexim Guarantee Agent

(a)	Each Kexim Guaranteed Lender appoints the Kexim Guarantee Agent to act as its agent under and in connection with the Kexim Guarantee and the Finance Documents.

114

(b)

Each Kexim Guaranteed Lender authorises the Kexim Guarantee Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Kexim Guarantee Agent under, or in connection with, the Kexim Guarantee and the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c)	The Kexim Guarantee Agent shall promptly forward to each Kexim Guaranteed Lender the original or a copy of any document which is delivered to the Kexim Guarantee Agent for that Kexim Guaranteed Lender by any other Party or by the Kexim Guarantor.

(d)	Except where the Kexim Guarantee or a Finance Document specifically provides otherwise, the Kexim Guarantee Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e)	Each Kexim Guaranteed Lender authorises the Kexim Guarantee Agent to consult with the Kexim Guarantor (where necessary) in relation to waivers, consents or approvals under or pursuant to the Finance Documents, including but not limited to any amendment, modification or waiver which:

(i)

varies the dates for, or increases the amount of, or changes the currency or the priority of, any payment of any amount under the Finance Documents;

(ii)

amends, extends or waives any of the conditions precedent referred to in Clause 4.1 ( Initial conditions precedent ) of Clause 4.2 ( Further conditions precedent ) of the Facilities Agreement; or

(iii)

imposes a new obligation on the Kexim Guarantor, or increases an existing obligation of the Kexim Guarantor under the Kexim Guarantee or any other Finance Document,

which, in each case, shall not be made without the prior consent of the Kexim Guarantor, and to inform the Kexim Guaranteed Lenders of the result of such consultation and if such waiver, consent or approval is within the scope of the Kexim Guarantee (at the discretion of the Kexim Guarantee Agent after consulting with the Kexim Guarantor), such decision will be taken by the Kexim Guarantee Agent (acting on the sole direction of the Kexim Guarantor).

(f)	The Kexim Guarantee Agent's duties under the Kexim Guarantee and the Finance Documents are solely mechanical and administrative in nature and the Kexim Guarantee Agent shall have no duties or obligations as agent other than those expressly conferred on it by the Finance Documents.

(g)	Nothing in this Agreement or any Finance Document shall permit or oblige any Kexim Guaranteed Lender or the Kexim Guarantee Agent to act (or omit to act) in a manner that is inconsistent with any requirement under or in connection with the Kexim Guarantee.

(h)

In case of any conflict between the Finance Documents and the Kexim Guarantee, the Kexim Guarantee shall, as between the Kexim Guaranteed Lenders and the Kexim Guarantor, prevail, and to the extent of such conflict or inconsistency, none of the Kexim Guaranteed Lenders or the Kexim Guarantee Agent shall assert to the Kexim Guarantor, the terms of the relevant Finance Documents.

31.2 Application of certain Clauses

The provisions of Clauses 29.7 (Business with the Group), 29.8 (Rights and discretions), 29.9 (Responsibility for documentation), 29.11 (Exclusion of liability), 29.12 (Lenders' indemnity to the Facility Agent), 29.13 (Resignation of the Facility Agent), 29.14 (Confidentiality) (it being understood that the reference to Finance Parties in Clause 29.14 (Confidentiality) shall be construed as a reference to the Kexim Guaranteed Lenders), paragraph (d) of 29.15 (Relationship with the other Finance Parties), 29.16 (Credit appraisal by the Finance Parties)

115

and 29.21 ( Full freedom to enter into transactions ) shall apply in respect of the Kexim Guarantee Agent in its capacity as such as if each reference to the Facility Agent were a reference to the Kexim Guarantee Agent, each reference to Lenders were a reference to the Kexim Guaranteed Lenders, each reference to the Finance Documents included a reference to the Kexim Guarantee.

31.3 Kexim Guaranteed Lenders' representations

Each Kexim Guaranteed Lender represents and warrants to the Kexim Guarantee Agent that:

(a)

no information provided by it in writing to the Kexim Guarantee Agent or to the Kexim Guarantor prior to the date of this Agreement was untrue or incorrect in any material respect except to the extent that it, in the exercise of reasonable care and due diligence prior to giving such information, could not have discovered the error or omission;

(b)

it has not taken (or failed to take), and agrees that it shall not take (or fail to take), any action that would result in the Kexim Guarantee Agent being in breach of any of its obligations in its capacity as Kexim Guarantee Agent under the Kexim Guarantee or any of the Finance Documents, or result in the Kexim Guaranteed Lenders being in breach of any of their respective obligations as insured parties under the Kexim Guarantee, or which would otherwise prejudice the Kexim Guarantee Agent's ability to make a claim on behalf of the Kexim Guaranteed Lenders under the Kexim Guarantee;

(c)	it has reviewed the Kexim Guarantee and is aware of its provisions; and

(d)	the representations and warranties made by the Kexim Guarantee Agent on its behalf under the Kexim Guarantee are true and correct with respect to it in all respects.

31.4 Claims under Kexim Guarantee

(a)	All communication between the Kexim Guaranteed Lenders and the Kexim Guarantor shall be carried out through the Kexim Guarantee Agent.

(b)

Each Kexim Guaranteed Lender acknowledges and agrees that it shall have no entitlement to make any claim or to take any action whatsoever under or in connection with the Kexim Guarantee except through the Kexim Guarantee Agent and that all of the rights of the Kexim Guaranteed Lenders under the Kexim Guarantee shall only be exercised by the Kexim Guarantee Agent.

31.5 Payments by the Kexim Guarantor

The Kexim Guarantor is irrevocably and unconditionally authorised by the Borrower to pay any amounts under the Kexim Guarantee promptly on demand by the Kexim Guarantee Agent, without any reference or further authorisation from the Borrower and, save for manifest error, without being under any duty or obligation to enquire into the justification or validity thereof and/or dispute whether any claims or demands under the Kexim Guarantee are properly or validly made. Notwithstanding that the Borrower may dispute the validity of any such claim or demand, each Obligor shall accept any claim or demand under the Kexim Guarantee as binding upon the Kexim Guarantor and as conclusive evidence that the Kexim Guarantor is liable thereunder to pay any such amount to the Kexim Guarantee Agent.

32 CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

116

(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

33 SHARING AMONG THE FINANCE PARTIES

33.1 Payments to Finance Parties

If a Finance Party (a " Recovering Finance Party ") receives or recovers any amount from an Obligor other than in accordance with Clause 34 ( Payment Mechanics ) (a " Recovered Amount ") and applies that amount to a payment due to it under the Finance Documents then:

(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b)

the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 34 ( Payment Mechanics ), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c)

the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the " Sharing Payment ") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 34.5 ( Application of receipts; partial payments ).

33.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the " Sharing Finance Parties ") in accordance with Clause 34.5 ( Application of receipts; partial payments ) towards the obligations of that Obligor to the Sharing Finance Parties.

33.3 Recovering Finance Party's rights

On a distribution by the Facility Agent under Clause 33.2 ( Redistribution of payments ) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

33.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)

each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the " Redistributed Amount "); and

(b)	as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

117

33.5 Exceptions

(a)	This Clause 33 ( Sharing among the Finance Parties ) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)

it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)

that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

118

SECTION 11

ADMINISTRATION

34 PAYMENT MECHANICS

34.1 Payments to the Facility Agent

(a)

On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)

Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Facility Agent) and with such bank as the Facility Agent, in each case, specifies.

34.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 34.3 ( Distributions to an Obligor ) and Clause 34.4 ( Clawback and pre-funding ) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specified by that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrower in the Utilisation Request.

34.3 Distributions to an Obligor

The Facility Agent may (with the consent of the Obligor or in accordance with Clause 35 ( Set-Off ))) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

34.4 Clawback and pre-funding

(a)

Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)

Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(c)

If the Facility Agent is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

119

(i)

the Borrower shall on demand refund it to the Facility Agent; and

(ii)

the Lender by whom those funds should have been made available or, if the Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

34.5 Application of receipts; partial payments

(a)

Subject to paragraph (b) below and except as any Finance Document may otherwise provide, any payment that is received or recovered by any Finance Party under, in connection with, or pursuant to any Finance Document shall be paid to the Facility Agent which shall apply the same in the following order:

(i)

first , in or towards payment of any amounts then due and payable under any of the Finance Documents, except for the Hedging Agreements;

(ii)

secondly , in retention by the Security Agent of an amount equal to any amount not then payable under any Finance Document (except for the Hedging Agreements) but which the Facility Agent, by notice to the Borrower and the other Finance Parties, states in its opinion will or may become payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them;

(iii)

thirdly , in or towards payment of any sum due but unpaid under the Hedging Agreements; and

(iv)

lastly , any surplus shall be paid to the Borrower or to any other person who appears to be entitled to it.

(b)	If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i)

first , in or towards payment pro rata of any due but unpaid Kexim Guarantee Premium and any unpaid fees, costs and expenses of the Facility Agent and the Security Agent under the Finance Documents, except for the Hedging Agreements;

(ii)

secondly , in or towards satisfaction pro rata of all amounts to any Finance Party under Clause 14.2(b) which amounts have been already paid by that Finance Party to the Facility Agent, Security Agent, any Receiver or Delegate (as the case may be) pursuant to Clause 29.12 ( Lenders' indemnity to the Facility Agent ) or Clause 30.12 (Lenders' indemnity to the Security Agent) ;

(iii)

thirdly , in or towards payment pro rata of any accrued interest or commission due to any Finance Party but unpaid under this Agreement;

(iv)

fourthly , in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(v)

fifthly , in or towards payment pro rata of any other sum due to any Finance Party but unpaid under the Finance Documents (except for the Hedging Agreements); and

(vi)

lastly , in or towards payment pro rata of any sum due but unpaid under the Hedging Agreements.

(c)	The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in subparagraphs (i) to (vi) of paragraph (b) above.

120

(d)	Paragraphs (a), (b) and (c) above will override any appropriation made by an Obligor.

34.6 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

34.7 Business Days

(a)	Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar 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 or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

34.8 Currency of account

(a)	Subject to paragraphs (b) and (c) below, dollar is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)	Any amount expressed to be payable in a currency other than USD shall be paid in that other currency.

34.9 Change of currency

(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and

(ii)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(b)

If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

34.10 Currency Conversion

(a)	For the purpose of, or pending any payment to be made by any Servicing Bank under any Finance Document, such Servicing Bank may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange.

(b)	The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

121

34.11 Disruption to Payment Systems etc.

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred:

(a)	the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(b)	the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)	the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)

any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 42 ( Amendments and Waivers );

(e)

the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 34.11 ( Disruption to Payment Systems etc. ); and

(f)	the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

34.12 Hedging Agreement

Notwithstanding anything in Clause 1.1 ( Definitions ), references to the Finance Documents or a Finance Document in Clauses 34.6 ( No set-off by Obligors ) and 34.8 ( Currency of account ) do not include any Hedging Agreement entered into by the Borrower with a Hedge Counterparty in connection with the Facilities.

35 SET-OFF

A Finance Party (other than a Hedge Counterparty in its capacity as such) may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the 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.

36 NOTICES

36.1 Communications in writing

Subject to Clause 36.5 ( Electronic Communication ) below, any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

122

36.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a)	in the case of the Borrower, that specified in Part A of Schedule 1 ( the Borrower );

(b)

in the case of each Lender or any other Obligor, that specified in Part B of Schedule 1 ( the Guarantors ) or Part C of Schedule 1 ( the Lenders ), respectively, or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;

(c)	in the case of the Facility Agent, that specified in Part D of Schedule 1 ( The Servicing Banks ); and

(d)	in the case of the Security Agent, that specified in Part D of Schedule 1 ( The Servicing Banks ),

or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.

36.3 Delivery

(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)

if by way of fax, when received in legible form; or

(ii)

if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post with postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 36.2 ( Addresses ), if addressed to that department or officer.

(b)

Any communication or document to be made or delivered to a Servicing Bank will be effective only when actually received by that Servicing Bank and then only if it is expressly marked for the attention of the department or officer of that Servicing Bank specified in Schedule 1 ( The Parties ) (or any substitute department or officer as that Servicing Bank shall specify for this purpose).

(c)	All notices from or to an Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.

(d)	Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

(e)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

36.4 Notification of address and fax number

(a)	Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 36.2 ( Addresses ) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

123

36.5 Electronic communication

(a)	It is recognised that one of the main methods of communication between the Facility Agent and the other Finance Parties will be by posting information and documentation onto an electronic website designated by the Facility Agent.

(b)

Subject to sub-paragraph (a) above, any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means, to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties:

(i)

notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(ii)

notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(c)

Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.

(d)	Any electronic communication which becomes effective, in accordance with paragraph (b) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

(e)

Each Party confirms that it is aware of (i) the fact that information by way of electronic exchange is transmitted unencrypted over a publicly accessible network, and (ii) the risks connected therewith (including but not limited to the risk that a "bank relation" (as such term is used in the context of Swiss banking secrecy legislation) could be identified).

36.6 English language

(a)	Any notice given under or in connection with any Finance Document must be in English.

(b)	All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

(ii)

if not in English, and if so required by the Facility Agent, accompanied by a certified English translation prepared by a translator approved by the Facility Agent and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

37 CALCULATIONS AND CERTIFICATES

37.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

37.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

124

37.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

37.4 Hedging Agreement

Notwithstanding anything in Clause 1.1 ( Definitions ), references to the Finance Documents or a Finance Document in clause 37.3 ( Day count convention ) do not include any Hedging Agreement entered into by the Borrower with a Hedge Counterparty in connection with the Facility.

38 PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

39 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under the Finance Documents shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on the part of a Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

40 SETTLEMENT OR DISCHARGE CONDITIONAL

Any settlement or discharge under any Finance Document between any Finance Party and any Obligor shall be conditional upon no security or payment to any Finance Party by any Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

41 IRREVOCABLE PAYMENT

If the Facility Agent considers that an amount paid or discharged by, or on behalf of, an Obligor or by any other person in purported payment or discharge of an obligation of that Obligor to a Finance Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

42 AMENDMENTS AND WAIVERS

42.1 Required consents

(a)

Subject to Clause 42.2 ( Exceptions ) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders (observing the procedure set out in paragraph (e) of Clause 31.1 ( Appointment and duties of Kexim Guarantee Agent )) and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on all Parties.

125

(b)	The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 42 ( Amendments and Waivers ).

42.2 Exceptions

(a)	An amendment or waiver that has the effect of changing or which relates to:

(i)

the definition of "Majority Lenders" in Clause 1.1 ( Definitions );

(ii)

a postponement to or extension of the date of payment of any amount under the Finance Documents;

(iii)

a reduction in the Applicable Margin or the amount of any payment of principal, interest, fees or commission payable;

(iv)

an increase in or extension of any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(v)

a change to any Obligor;

(vi)

any provision which expressly requires the consent of all the Lenders;

(vii)

this Clause 42 ( Amendments and Waivers );

(viii)

any change to the preamble (Background), Clause 2 ( The Facilities ), Clause 3 ( Purpose ), Clause 5 ( Utilisation ), Clause 8 ( Interest ), Clause 25 ( Application of Earnings ), Clause 27 ( Changes to the Lenders ) or Clause 34.5 ( Application of receipts; partial payments );

(ix)

any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document, save where the provisions of Clauses 21.17 ( Disposals ) and 7.7 ( Mandatory prepayment on sale or Total Loss ) are complied with; or

(x)

the nature or scope of the guarantee and indemnity granted under Clause 17 ( Guarantee and Indemnity );

shall not be made without the prior consent of all the Lenders.

(b)

An amendment or waiver which relates to the rights or obligations of a Servicing Bank, the Kexim Guarantee Agent, a Hedge Counterparty or a Mandated Lead Arranger (each in their capacity as such) may not be effected without the consent of that Servicing Bank, the Kexim Guarantee Agent, a Hedge Counterparty or, as the case may be, the Mandated Lead Arranger.

43 CONFIDENTIALITY

43.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 43.2 ( Disclosure of Confidential Information ), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

126

43.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a)

to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)	to any person:

(i)

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person's Affiliates, Representatives and professional advisers;

(ii)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Representatives and professional advisers;

(iii)

appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 29.15 ( Relationship with the other Finance Parties));

(iv)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v)

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;

(vii)

to whom or for whose benefit that Finance Party chargers, assigns or otherwise creates Security (or may do so) pursuant to Clause 27.8 ( Security over Lenders' rights );

(viii)

who is a Party; or

(ix)

with the consent of a Guarantor;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)

in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has undertaken to maintain the confidentiality of the information or is a professional adviser and is subject

127

to professional obligations to maintain the confidentiality of the Confidential Information;

(B)

in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has undertaken to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)

in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c)

to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has undertaken to maintain the confidentiality of the information by entering into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;

(d)	to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors.

(e)

Kexim may without the prior consent of any Obligor publish key information concerning the Kexim Guarantee, this Agreement and the transactions contemplated thereby, including but not limited to key information regarding the currency, amount and purpose of the Total Commitments, the Loan and the amount guaranteed by Kexim, the name of the Parties and their country of residence, the name of the Builder, the type of drillship, the date of this Agreement and the issuance of the Kexim Guarantee.

(f)

Without prejudice to the above, the Borrower will procure that each Obligor (and its successors) hereby releases each Finance Party and its Affiliates, and each Finance Party hereby releases the other Finance Parties and their Affiliates from any confidentiality obligations and restrictions based on applicable Swiss bank secrecy rules with regard to any data and information relating to this Agreement, the other Finance Documents and the exercise of the respective rights or fulfilment of the respective obligations of each Finance Party.

43.3 Entire agreement

This Clause 43 ( Confidentiality ) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

43.4 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

128

43.5 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a)

of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 43.2 ( Disclosure of Confidential Information ) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 43 ( Confidentiality ).

43.6 Continuing obligations

The obligations in this 43 ( Confidentiality ) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 Months from the earlier of:

(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)	the date on which such Finance Party otherwise ceased to be a Finance Party.

44 COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

129

SECTION 12

GOVERNING LAW AND ENFORCEMENT

45 GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

46 ENFORCEMENT

46.1 Jurisdiction

(a)

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a " Dispute ").

(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c)

This Clause 46.1 ( Jurisdiction ) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

46.2 Service of process

(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)

irrevocably appoints Ince Process Agents Ltd of International House, 1, St. Katharine's Way, London E1W 1AY, United Kingdom as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within three days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

130

SCHEDULE 1
THE PARTIES
PART A
THE BORROWER

Name	Place of Incorporation	Registration number	Address for Communication
Drillship Alonissos Shareholders Inc.	Marshall Islands	56858	c/o OCEAN RIG UDW INC., Cyprus office, 10 Skopa street, Nicosia, Cyprus

131

SCHEDULE 1
THE PARTIES
PART B
GUARANTORS

Name	Place of Incorporation	Registration no.	Address for Communication
Ocean Rig UDW Inc. (the Parent)	Marshall Islands	27330	c/o Ocean Rig UDW Inc., Cyprus office, 10 Skopa street, Nicosia, Cyprus
Drillship Alonissos Owners Inc. (the Drillship Owner)	Marshall Islands	56857	c/o Ocean Rig UDW Inc., Cyprus office, 10 Skopa street, Nicosia, Cyprus

132

SCHEDULE 1
THE PARTIES
PART C
THE LENDERS

Name of Lender	Commitment	Address for Communication
THE ORIGINAL COMMERCIAL LENDERS
Credit Suisse AG	USD 30,000,000	Credit matters :
		SGTS 33, Attn. Joerg Remde St. Alban-Graben 1-3, P.O. Box, CH-4002 Basel, Switzerland Attention: Joerg Remde / George Tzelepis, Ship Finance E-mail: joerg.remde@credit-suisse.com / george.tzelepis@credit-suisse.com Tel: +41 61 266 7494 / +41 61 266 7895 Fax: +41 61 266 7939 Administration matters : SGTS 33, Attn. Joerg Remde St. Alban-Graben 1-3, P.O. Box, CH-4002 Basel, Switzerland Attention: Joerg Remde, Ship Finance /Client services E-mail: joerg.remde@credit-suisse.com Tel: +41 61 266 7494 Fax: +41 61 266 7939 Rollover, fees and payments : SGTS 33, Attn. Edina Aganovic St. Alban-Graben 1-3, P.O. Box, CH-4002 Basel, Switzerland Attention: Edina Aganovic / Tobias Winkelmann, Ship Finance / Financial Services E-mail: edina.aganovic@credit-suisse.com / tobias.winkelmann@credit-suisse.com Tel: +41 61 266 74 90 Fax: +41 61 266 7939

133

DNB Bank ASA	USD 65,000,000	Dronning Eufemias gate 30, 0191 Oslo, Norway P O Box 1600 Sentrum Bjørvika M-14 S, 0021 Oslo, Norway Attention: Anne-Lise Iversen, Credit Middle Office and Agency E-mail: anne-lise.iversen@dnb.no Tel: + 47 48014249 Fax: + 47 22482894
DVB Bank SE (Amsterdam Branch)	USD 65,000,000	Credit matters :
		DVB Bank SE, Ballindamm 6, 20095 Hamburg, Germany Attention: Jens Taubken, Offshore Finance E-mail: Jens.Taubken@dvbbank.com Tel: +49 40 3080 0427 Fax: +49 40 3080 0412 Mobile: +49 174 184 0413 Administration matters: DVB Bank SE, WTC Schiphol Tower F 6th Floor, Schiphol Boulevard 255, 1118 BH Schiphol, The Netherlands Attention: Imogen Hall/Sona Krijger-Dolbakyan, Transaction and Loan Services E-mail: TM.amsterdam-hamburg@dvbbank.com Tel: +44 207 2564 446 / +31 88 399 7927 Fax: +44 207 2564 352 / +31 88 299 8163 Rollover, fees and payments : DVB Bank SE, Park House, 16-18 Finsbury Circus, London EC2M 7EB, United Kingdom Attention: Adam Liley, Transaction and Loan Services E-mail: tls.london@dvbbank.com Tel: +44 207 2564 390 Fax: +44 207 2564 352
Norddeutsche Landesbank Girozentrale	USD 15,000,000	Credit matters :
		Friedrichswall 10 , 30159 Hannover, Germany Attention: Mrs. Corinna Welke, Shipping & Aircraft Finance Dept. E-mail: corinna.welke@web.de Tel: +49 511 361 6848 Fax: +49 511 361 4785 Administration matters : Friedrichswall 10, 30159 Hannover, Germany Attention: Mr. Stefan Schulz, Shipping & Aircraft Finance Dept. E-mail: stefan.schulz@nordlb.de Tel: +49 511 361 5584 Fax: +49 511 361 4785 Rollover, fees and payments : Friedrichswall 10, 30159 Hannover, Germany Attention: Mr. Andre Schulz, Shipping & Aircraft Finance Dept. E-mail: andre.schulz@nordlb.de Tel: +49 511 361 5334 Fax: +49 511 361 4785

134

Total Commercial Facility Loan Commitment: USD 175,000,000
THE ORIGINAL KEXIM GUARANTEED LENDERS
DNB Bank ASA	USD 95,000,000	Dronning Eufemias gate 30, 0191 Oslo, Norway P O Box 1600 Sentrum Bjørvika M-14 S, 0021 Oslo, Norway Attention: Anne-Lise Iversen, Credit Middle Office and Agency E-mail: anne-lise.iversen@dnb.no Tel: + 47 48014249 Fax: + 47 22482894
Credit Suisse AG	USD 30,000,000	Credit matters :
		SGTE1 Attn. Ursula Rickli Uetlibergstr. 231 CH-8045 Zurich Attention: Ursula Rickli /Markus Jakobsson, Export Finance E-mail: ursula.rickli@credit-suisse.com / markus.jakobsson@credit– suisse.com Tel: +41 44 333 53 56 /+41 44 333 53 38 Fax: +41 44 333 21 04 Mobile: +41 79 576 1648 Administration matters : SGTE1 Attn. Gereon Stelzle Uetlibergstr. 231 CH-8045 Zurich Attention: Gereon Stelzle, Export Finance, Portfolio Administration E-mail: portfolio.admin@credit-suisse.com Tel: + 41 44 333 85 36 Fax: +41 44 333 21 04 Rollover, fees and payments : SGTE1 Attn. Attila Baumgartner Uetlibergstr. 231 CH-8045 Zurich Attention: Attila Baumgartner, Export Finance, Client Services E-mail: cp-exfi.cso@credit-suisse.com Tel: +41 44 333 63 91 Fax: +41 44 333 79 80

Total Kexim Guaranteed Facility Loan Commitment: USD 125,000,000
KEXIM
The Export–Import Bank of Korea	USD 175,000,000	BIFC 20th floor, Munhyeongeumyung-ro 40, Nam-gu, Busan 608-828, Korea Attention: Mr. Seungheon Baek / Ms. Mibo Ahn, Maritime Project Finance Department E-mail: shbaek@koreaexim.go.kr / miboahn@koreaexim.go.kr Tel: +82-51-922-8838 / +82-51-922-8837 Fax: +82-51-922-8849 Mobile: +82-10-8842-3462 / +82-10-88722889
Total Kexim Direct Facility Loan Commitment: USD 175,000,000

135

SCHEDULE 1
THE PARTIES
PART D
THE SERVICING BANKS

Facility Agent	Address for Communication
DNB Bank ASA	Dronning Eufemias gate 30, 0191 Oslo, Norway
	P O Box 1600 Sentrum Bjørvika
	M-14 S, 0021 Oslo, Norway
	Attention: Anne-Lise Iversen, Credit
	Middle Office and Agency
	E-mail: anne-lise.iversen@dnb.no
	Tel: + 47 48014249
	Fax: + 47 22482894

Security Agent	Address for Communication
DNB Bank ASA	Dronning Eufemias gate 30, 0191 Oslo, Norway
	P O Box 1600 Sentrum Bjørvika
	M-14 S, 0021 Oslo, Norway
	Attention: Anne-Lise Iversen, Credit
	Middle Office and Agency
	E-mail: anne-lise.iversen@dnb.no
	Tel: + 47 48014249
	Fax: + 47 22482894

136

SCHEDULE 2
CONDITIONS PRECEDENT
PART A
CONDITIONS PRECEDENT TO THE UTILISATION REQUEST

1 Obligors

1.1	Articles of incorporation and Certificate of incorporation (or similar).

1.2	By-laws (or similar) (if applicable).

1.3	Updated Good Standing Certificate.

1.4	A copy of a resolution of the board of directors and shareholders (if applicable) of each Obligor:

(a)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request and each Selection Notice) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it is a party.

1.5	An original of the power of attorney of any Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party (notarised and apostilled if requested by the Facility Agent).

1.6	Passport photocopies for all Directors certified by the legal advisor of the Borrower.

1.7	A Directors/Secretary's Certificate, certifying and attaching the constitutional documents and authorisations referred to in paragraph 1.1 – 1.5 above and

(a)	certifying that each copy document is correct, complete and in full force and effect as at a the date of this Agreement;

(b)	certifying the identity of its directors, officers and (except for the Parent) shareholder(s); and

(c)	confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Obligor to be exceeded.

1.8

A certificate of each Obligor that is incorporated outside the UK (signed by a director) certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.

2 Finance Documents

2.1	This Agreement duly executed.

137

2.2	The Fee Letters duly executed.

2.3	The Hedging Agreements, if applicable.

2.4	The Assignment of Hedging Agreements, if applicable.

2.5	The Assignment of Intra-Group Loans, if applicable.

2.6	The Account Security duly executed, together with notices to and acknowledgements from the Account Bank.

2.7	The Shares Security duly executed, together with (if applicable) original share certificates, stock powers, undated directors' letters of resignation and irrevocable proxies or such other deliverables as required by the legal advisers to the Finance Parties.

3 Building Contract

3.1	Copies of the Building Contract and of all documents signed or issued by the Drillship Owner or the Builder (or both of them) under or in connection with such agreement.

3.2	Such documentary evidence as the Facility Agent and its legal advisers may require in relation to the due authorisation and execution by the Drillship Owner of the Building Contract and of all documents to be executed by such party.

4 Satisfactory Drilling Contract

4.1	A copy of the Satisfactory Drilling Contract and of all documents signed or issued under or in connection with it.

4.2	A certificate of an authorised signatory of the Borrower that the Satisfactory Drilling Contract is in full force and existence and that there has been no amendments to it.

4.3	A summary of the Satisfactory Drilling Contract prepared by legal advisors to the Finance Parties.

4.4	Board resolutions and powers of attorneys evidencing the due authorisation and execution by the Drillship Owner of all documents to be executed by it under or in connection with the Satisfactory Drilling Contract.

5 Other documents and evidence

5.1	Evidence that any process agent referred to in Clause 46.2 ( Service of process ), if not an Obligor, has accepted its appointment.

5.2	If relevant, confirmation that any withholding tax will be paid or application to tax authorities is or will be sent.

5.3

A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Finance Document or any related document or for the validity and enforceability of any Finance Document and/or related document.

5.4	The Original Financial Statements and a Compliance Certificate.

5.5

To the extent applicable, such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each of their "know your customer" or similar identification procedures in relation to the transactions contemplated by the Finance Documents, including without limitation a written statement of each Obligor listing the natural persons ultimately and beneficially controlling and/or owning more than 25 per cent. of each of the Obligors.

138

5.6	Evidence that any fees, costs and expenses then due from the Borrower pursuant to Clause 11 ( Fees ) and Clause 16 ( Costs and Expenses ) have been paid or will be paid.

6 Kexim documents

6.1	A duly executed original of the Kexim Guarantee on terms satisfactory to the Kexim Guarantee Agent and all the Kexim Guaranteed Lenders.

6.2	Evidence that the first advance payment of the Kexim Guarantee Premium in relation to the Kexim Guarantee and any costs and expenses which are then due and payable to Kexim has been paid in accordance with the terms of the Kexim Guarantee.

6.3	A legal opinion of Kim & Chang, Korean legal advisers to the Kexim Guaranteed Lenders, in such form as agreed between that legal adviser and the Kexim Guaranteed Lenders.

7 Legal opinions

7.1	A legal opinion of Wikborg Rein, legal advisers to the Finance Parties in Norway, in such form as agreed between that legal adviser and the Finance Parties.

7.2	The legal opinions to be delivered under paragraph 4 of Part B of this Schedule 2 ( Conditions Precedent ) being in agreed form.

7.3	A legal opinion of the legal advisers to the Finance Parties in any other relevant jurisdiction, in such form as agreed between that legal adviser and the Finance Parties.

139

SCHEDULE 2
CONDITIONS PRECEDENT
PART B
CONDITIONS PRECEDENT TO THE UTILISATION

1 Obligors

1.1	If required, updated Good Standing Certificate for the Obligors.

2 Finance Documents

2.1	The Mortgage duly executed, together with documentary evidence that the Mortgage has been duly registered as a valid first preferred ship mortgage in accordance with the laws of the jurisdiction of the Approved Flag.

2.2	The General Assignment duly executed and perfected.

2.3	The Assignment of Satisfactory Drilling Contract duly executed and perfected.

2.4	The Manager's Undertaking.

3 Drillship

3.1	Documentary evidence that the Drillship:

(a)

has been unconditionally delivered by the Builder to, and accepted by, the Drillship Owner under the Building Contract, including but not limited to a copy of the protocol of delivery and acceptance for the Drillship with no material recommendations or adverse notations, and that the full purchase price payable (including the equity payable) and all other sums due to the Builder under the Building Contract, other than the sums to be financed pursuant to the Utilisation have been paid to the Builder;

(b)	is definitively and permanently registered in the name of the Drillship Owner under the Approved Flag;

(c)	is in the absolute and unencumbered ownership of the Drillship Owner save as contemplated by the Finance Documents;

(d)	maintains the Approved Classification with the Approved Classification Society; and

(e)	is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with.

3.2

Documents establishing that the Drillship will, as from the Utilisation Date, be managed by the Manager, together with copies of the Manager's Document of Compliance and of the Drillship's Safety Management Certificate (together with any other details of the applicable safety management system which the Facility Agent requires) and of any other documents required under the ISM Code and the ISPS Code in relation to the Drillship including without limitation an ISSC.

3.3	An opinion from an independent insurance consultant acceptable to the Facility Agent on such matters relating to the Insurances as the Facility Agent may require.

140

3.4	Evidence of the Market Value of the Drillship (based on valuations obtained no earlier than 30 days prior to the Delivery Date), confirming that the Loan is no more than 70 per cent. of the Market Value of the Drillship.

4 Legal opinions

4.1	A legal opinion of Watson Farley & Williams, London, legal advisers to the Finance Parties in England, in such form as agreed between that legal adviser and the Finance Parties.

4.2	A legal opinion of Watson Farley & Williams LLP, legal advisers to the Finance Parties in the Marshall Islands, in such form as agreed between that legal adviser and the Finance Parties.

4.3	A legal opinion of Watson Farley & Williams, Paris, legal advisers to the Finance Parties in France, in such form as agreed between that legal adviser and the Finance Parties.

4.4	A legal opinion of the legal advisers to the Finance Parties in any other relevant jurisdiction, in such form as agreed between that legal adviser and the Finance Parties.

141

SCHEDULE 3
REQUESTS
PART A
UTILISATION REQUEST

From: Drillship Alonissos Shareholders Inc.

To: DNB Bank ASA (the Facility Agent)

Dated: [ ● ]

Dear Sirs

Drillship Alonissos Shareholders Inc. – Facility Agreement dated [● ] (the "Agreement")

1	We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2	We wish to utilise the Commercial Facility Loan, Kexim Direct Facility Loan and Kexim Guaranteed Facility Loan :

Proposed Utilisation Date:	[●] (or, if that is not a Business Day, the next Business Day)
Amount (divided pro rata across the Facilities):	[●] or, if less, the Available Facility
Interest Period:	[●]

3	We confirm that each condition specified in Clause 4.1 ( Initial conditions precedent ) and Clause 4.2 ( Further conditions precedent ) as they relate to the Advance to which this Utilisation Request refers of the Agreement is satisfied on the date of this Utilisation Request.

4	The proceeds of this Advance should be credited to [account].

5	This Utilisation Request is irrevocable.

Yours faithfully

[●]

authorised signatory for

Drillship Alonissos Shareholders Inc.

142

SCHEDULE 3
REQUESTS
PART B
SELECTION NOTICE

From: Drillship Alonissos Shareholders Inc.

To: DNB Bank ASA (the Facility Agent)

Dated: [●]

Dear Sirs

Drillship Alonissos Shareholders Inc. - Facility Agreement dated [● ] (the "Agreement")

We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

We request that the next Interest Period for the [Commercial Facility Loan / Kexim Direct Facility Loan / Kexim Guaranteed Facility Loan] be [●].

This Selection Notice is irrevocable.

Yours faithfully

[●]

authorised signatory for

Drillship Alonissos Shareholders Inc.

143

SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To: DNB Bank ASA (the Facility Agent)

From: [The Existing Lender] (the " Existing Lender ") and [The New Lender] (the " New Lender ")

Dated: [●]

Drillship Alonissos Shareholders Inc. – Facility Agreement dated [● ] (the "Agreement")

We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2 We refer to Clause 27.5 ( Procedure for transfer ) of the Agreement:

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participation in the Loan under the Agreement as specified in the Schedule in accordance with Clause 27.5 ( Procedure for transfer ) of the Agreement, subject to a fee of USD 5,000 payable to the Facility Agent (for its own account).

(b)

The proposed Transfer Date is [●].

(c)

The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 36.2 ( Addresses ) of the Agreement are set out in the Schedule.

The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 27.4 ( Limitation of responsibility of Existing Lenders ) of the Agreement.

To the extent that this Transfer Certificate constitutes a novation under English law, then for the purpose of the Assignment of Satisfactory Drilling Contract governed by French law:

(a)

the novation created by this Transfer Certificate constitutes a novation as described by article 1271 of the French Civil Code (Code Civil); and

(b)

all security interests constituted under the Assignment of Satisfactory Drilling Contract creating security in rem ( sûretés réelles ) and securing the rights and obligations hereby transferred from the Existing Lender to the New Lender shall be reserved, in accordance with article 1278 of the French civil code (Code civil), to the benefit of such New Lender and shall remain in full force and effect.

For the purpose of the Assignment of Satisfactory Drilling Contract, this paragraph 4 shall be governed by French law.

This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

Subject to paragraph 4 above, this Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

144

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

145

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details

for notices and account details for payments.]

[Existing Lender]		[New Lender]

By: [ ● ]		By: [ ● ]
This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [•]. [Facility Agent] By: [ ● ] [Borrower] By: [ ● ]

146

SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

To:

DNB Bank ASA (the Facility Agent) and Drillship Alonissos Shareholders Inc. as Borrower, for and on behalf of each Obligor

From: [the Existing Lender] (the " Existing Lender ") and [the New Lender] (the " New Lender ")

Dated: [ ● ]

Drillship Alonissos Shareholders Inc. - Facility Agreement dated [ • ] (the "Agreement")

We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2 We refer to Clause 27.6 ( Procedure for assignment ):

(a)

The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender's Commitment and participations in the Loan under the Agreement as specified in the Schedule, subject to a fee of USD 5,000 payable to the Facility Agent (for its own account).

(b)

The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and participations in the Loan under the Agreement specified in the Schedule.

(c)

The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3 The proposed Transfer Date is [•].

4 On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

The Facility Office and address, fax, number and attention details for notices of the New Lender for the purposes of Clause 36.2 ( Addresses ) are set out in the Schedule.

The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 27.4 ( Limitation of responsibility of Existing Lenders ).

This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 27.7 ( Copy of Transfer Certificate or Assignment Agreement to Borrower ), to the Borrower (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

To the extent that this Assignment Agreement constitutes an assignment of rights and obligations under English law, then for the purpose the Assignment of Satisfactory Drilling Contract, the assignment created by this Assignment Agreement constitutes an assignment as described by article 1689 and seq. of the French Civil Code ( Code civil ). All security interests constituted under the Assignment of Satisfactory Drilling Contract will be perfectly assigned to the New Lender upon receipt by the Borrower of this Assignment Agreement. For the purpose of the Assignment of Satisfactory Drilling Contract, this paragraph 8 shall be governed by French law.

This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

147

Subject to paragraph 8 above, this Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

THE SCHEDULE

Commitment rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices
and account details for payments]

[Existing Lender] [New Lender]

By: By:

This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [ ● ].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.

[Facility Agent]

By:

[Borrower]

By: [ ● ]

148

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

To: DNB Bank ASA (the Facility Agent)

From: Ocean Rig UDW Inc. (as Parent and Guarantor) and Drillship Alonissos Shareholders Inc. (as Borrower)

Dated: [ ● ] [To be delivered no later than 120/ 60 days after each reporting date]

Dear Sirs

Drillship Alonissos Shareholders Inc. – Facility Agreement dated [● ] (the "Agreement")

We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

We confirm that as at [•] [insert relevant reporting date]:

1 Borrower's Minimum Cash and Cash Equivalents, Clause 20.1

The Cash and Cash Equivalents of the Borrower was [ ], while the minimum Cash

and Cash Equivalents required for the Borrower is USD[10,000,000/15,000,000/ 20,000,000].

2 Borrower's Equity Ratio, Clause 20.2

The Equity Ratio of the Borrower was [ ] while the minimum Equity Ratio shall not

be less than [25/30/35] per cent.

3 Borrower's Current Ratio, Clause 20.3

The Current Ratio of the Borrower was [ ] while the Current Ratio shall be greater

than 1:1.

4 Borrower's Debt Service Cover Ratio, Clause 20.4

The ratio of the Borrower's EBITDA to the aggregate of the Borrower's consolidated interest

expenses and Repayment Instalments was [ ], while the Borrower's EBITDA to
the aggregate of the Borrower's consolidated interest expenses and Repayment Instalments shall not be less than 1.25:1.

5 Group's Leverage Ratio, Clause 20.5

The Leverage Ratio of the Group was [ ] while the Leverage Ratio shall not exceed

5.5 : 1.

6 Group's Interest Cover Ratio, Clause 20.6

The Interest Cover Ratio of the Group was [ ] while the Interest Cover Ratio shall

be minimum 2.0 : 1.

7 Group's Current Ratio, Clause 20.7

The Current Ratio of the Group was [ ] while the Current Ratio shall be greater

than 1:1.

149

8 Group's Equity Ratio, Clause 20.8

The Equity Ratio of the Group was [ ] while the minimum Equity Ratio shall not be less than 30 per cent.

9 Market Value, Clause 24.2

The Market Value of the Drillship is attached as Appendix I hereto while the minimum

Market Value shall not be less than [ ] per cent. of the Loan.

10 No Default

We confirm that, as of the date hereof (i) each of the representations and warranties set out in Clause 18 ( Representations ) of the Agreement is true and correct, and (ii) no event or circumstances has occurred and is continuing which constitute or may constitute a Default and/or an Event of Default.

Yours sincerely
for and on behalf of

OCEAN RIG UDW INC.

By: _____________________________________________________

Name:

Title: [authorised officer]

By: _____________________________________________________

Name:

Title: [authorised officer]

DRILLSHIP ALONISSOS SHAREHOLDERS INC.

By: _____________________________________________________

Name:

Title: [authorised officer]

By: _____________________________________________________

Name:

Title: [authorised officer]

150

SCHEDULE 7

FORM OF ACCESSION LETTER

To:	DNB Bank ASA (the Facility Agent)

From: Drillship Alonissos Shareholders Inc.
[ ● ] as Additional Guarantor

Dated: [ ● ]

Dear Sirs

Drillship Alonissos Shareholders Inc. – Facility Agreement dated [ ● ] (the "Agreement")

We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning when used in this Accession Letter unless given a different meaning in this Accession Letter.

1	[ ● ], a company duly incorporated under the laws of [●], agrees to become an Additional Guarantor and to be bound by the terms of the Agreement as an Additional Guarantor pursuant to Clause 21.11 ( New Guarantors ) of the Agreement and provide such Security as required thereunder.

2	This Accession Letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Accession Letter.

3	This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

Yours faithfully

[●]

authorised signatory for

Drillship Alonissos Shareholders Inc. (as Borrower)

[●]

authorised signatory for

[● ] (as Additional Guarantor)

This Accession Letter is accepted by the Facility Agent
[●]

authorised signatory for

DNB Bank ASA

151

EXECUTION VERSION

SCHEDULE 8

REPAYMENTS

		KEXIM Facilities (MUSD)
Quarter from Utilisation Date / Instalment Number	KEXIM Direct Facility Repayment Amt	KEXIM Direct Facility O/S	KEXIM Guaranteed Facility Repayment Amt	KEXIM Guaranteed Facility O/S	KEXIM0 Facilities Repayment Amt	KEXIM Facilities Loan Outstanding
0		175,000,000		125,000,000	-	300,000,000
1	3,645,833	171,354,167	2,604,167	122,395,833	6,250,000	293,750,000
2	3,645,833	167,708,333	2,604,167	119,791,667	6,250,000	287,500,000
3	3,645,833	164,062,500	2,604,167	117,187,500	6,250,000	281,250,000
4	3,645,833	160,416,667	2,604,167	114,583,333	6,250,000	275,000,000
5	3,645,833	156,770,833	2,604,167	111,979,167	6,250,000	268,750,000
6	3,645,833	153,125,000	2,604,167	109,375,000	6,250,000	262,500,000
7	3,645,833	149,479,167	2,604,167	106,770,833	6,250,000	256,250,000
8	3,645,833	145,833,333	2,604,167	104,166,667	6,250,000	250,000,000
9	3,645,833	142,187,500	2,604,167	101,562,500	6,250,000	243,750,000
10	3,645,833	138,541,667	2,604,167	98,958,333	6,250,000	237,500,000
11	3,645,833	134,895,833	2,604,167	96,354,167	6,250,000	231,250,000
12	3,645,833	131,250,000	2,604,167	93,750,000	6,250,000	225,000,000
13	3,645,833	127,604,167	2,604,167	91,145,833	6,250,000	218,750,000
14	3,645,833	123,958,333	2,604,167	88,541,667	6,250,000	212,500,000
15	3,645,833	120,312,500	2,604,167	85,937,500	6,250,000	206,250,000
16	3,645,833	116,666,667	2,604,167	83,333,333	6,250,000	200,000,000
17	3,645,833	113,020,833	2,604,167	80,729,167	6,250,000	193,750,000
18	3,645,833	109,375,000	2,604,167	78,125,000	6,250,000	187,500,000
19	3,645,833	105,729,167	2,604,167	75,520,833	6,250,000	181,250,000
20	3,645,833	102,083,333	2,604,167	72,916,667	6,250,000	175,000,000
21	3,645,833	98,437,500	2,604,167	70,312,500	6,250,000	168,750,000
22	3,645,833	94,791,667	2,604,167	67,708,333	6,250,000	162,500,000
23	3,645,833	91,145,833	2,604,167	65,104,167	6,250,000	156,250,000
24	3,645,833	87,500,000	2,604,167	62,500,000	6,250,000	150,000,000
25	3,645,833	83,854,167	2,604,167	59,895,833	6,250,000	143,750,000
26	3,645,833	80,208,333	2,604,167	57,291,667	6,250,000	137,500,000
27	3,645,833	76,562,500	2,604,167	54,687,500	6,250,000	131,250,000
28	3,645,833	72,916,667	2,604,167	52,083,333	6,250,000	125,000,000
29	3,645,833	69,270,833	2,604,167	49,479,167	6,250,000	118,750,000
30	3,645,833	65,625,000	2,604,167	46,875,000	6,250,000	112,500,000
31	3,645,833	61,979,167	2,604,167	44,270,833	6,250,000	106,250,000
32	3,645,833	58,333,333	2,604,167	41,666,667	6,250,000	100,000,000
33	3,645,833	54,687,500	2,604,167	39,062,500	6,250,000	93,750,000
34	3,645,833	51,041,667	2,604,167	36,458,333	6,250,000	87,500,000
35	3,645,833	47,395,833	2,604,167	33,854,167	6,250,000	81,250,000
36	3,645,833	43,750,000	2,604,167	31,250,000	6,250,000	75,000,000
37	3,645,833	40,104,167	2,604,167	28,645,833	6,250,000	68,750,000
38	3,645,833	36,458,333	2,604,167	26,041,667	6,250,000	62,500,000
39	3,645,833	32,812,500	2,604,167	23,437,500	6,250,000	56,250,000
40	3,645,833	29,166,667	2,604,167	20,833,333	6,250,000	50,000,000
41	3,645,833	25,520,833	2,604,167	18,229,167	6,250,000	43,750,000
42	3,645,833	21,875,000	2,604,167	15,625,000	6,250,000	37,500,000
43	3,645,833	18,229,167	2,604,167	13,020,833	6,250,000	31,250,000
44	3,645,833	14,583,333	2,604,167	10,416,667	6,250,000	25,000,000
45	3,645,833	10,937,500	2,604,167	7,812,500	6,250,000	18,750,000
46	3,645,833	7,291,667	2,604,167	5,208,333	6,250,000	12,500,000
47	3,645,833	3,645,833	2,604,167	2,604,167	6,250,000	6,250,000
48	3,645,833	0	2,604,167	0	6,250,000	0

152

Quarter from Utilisation Date / Instalment Number	Repayment Amt	Commercial Facility (MUSD) Commercial Facility Balloon	Commercial Facility Outstanding	Total OIS - including Commercial Facility Balloon
0	-		175,000,000	475,000,000
1	3,750,000		171,250,000	465,000,000
2	3,750,000		167,500,000	455,000,000
3	3,750,000		163,750,000	445,000,000
4	3,750,000		160,000,000	435,000,000
5	3,750,000		156,250,000	425,000,000
6	3,750,000		152,500,000	415,000,000
7	3,750,000		148,750,000	405,000,000
8	3,750,000		145,000,000	395,000,000
9	3,750,000		141,250,000	385,000,000
10	3,750,000		137,500,000	375,000,000
11	3,750,000		133,750,000	365,000,000
12	3,750,000		130,000,000	355,000,000
13	3,750,000		126,250,000	345,000,000
14	3,750,000		122,500,000	335,000,000
15	3,750,000		118,750,000	325,000,000
16	3,750,000		115,000,000	315,000,000
17	3,750,000		111,250,000	305,000,000
18	3,750,000		107,500,000	295,000,000
19	3,750,000		103,750,000	285,000,000
20	3,750,000	100,000,000	0	275,000,000

153

EXECUTION VERSION

SCHEDULE 9

FORM OF PREPAYMENT/ CANCELLATION NOTICE

From: Drillship Alonissos Shareholders Inc.

To: DNB Bank ASA (the Facility Agent)

Dated: [ ● ]

Dear Sirs

Drillship Alonissos Shareholders Inc. – Facility Agreement dated [● ] (the "Agreement")

We refer to the Agreement. This is a [Prepayment][Cancellation] Notice. Terms defined in the Agreement have the same meaning in this [Prepayment][Cancellation] Notice unless given a different meaning in this [Prepayment][Cancellation] Notice.

[We wish to [prepay the whole Loan] [make a prepayment under the [Loan] [Commercial Facility Loan / Kexim Direct Facility Loan / Kexim Guaranteed Facility Loan]] :

Proposed Prepayment Date: [●] (or, if that is not a Business Day, the next Business Day)

Amount: [●]

[We wish to cancel [the Total Commitments] [unutilised amounts available under the [Commercial Facility Loan / Kexim Direct Facility Loan / Kexim Guaranteed Facility Loan] in an amount of [•] (in relation to any voluntary cancellation being an amount of minimum USD 10,000,000)].

4 This [Prepayment][Cancellation] Notice is irrevocable.

Yours faithfully

[●]

authorised signatory for

Drillship Alonissos Shareholders Inc.

154

SCHEDULE 10
TIMETABLES

Delivery of a duly completed Utilisation Request (Clause 5.1 ( Delivery of the Utilisation Request ))	Three Business Days before the intended Utilisation Date (Clause 5.1 ( Delivery of the Utilisation Request )) or, if funds are to be pre-positioned with the Builder's bank in accordance with Clause 5.8 ( Prepositioning of funds ), three Business Days before the intended day of such pre-positioning of funds.
Delivery of a duly completed Selection Notice (Clause 9.1 ( Selection of Interest Periods ))	Three Business Days before the expiry of the preceding Interest Period (Clause 9.1 ( Selection of Interest Periods ))
Facility Agent notifies the Lenders of the Advance in accordance with Clause 5.4 ( Lenders' participation )	Three Business Days before the intended Utilisation Date or, if funds are to be pre-positioned with the Builder's bank in accordance with Clause 5.8 ( Prepositioning of funds ), three Business Days before the intended day of such pre-positioning of funds.
LIBOR is fixed	Quotation Day as of 11:00 am London time

155

SCHEDULE 11

CORPORATE STRUCTURE

Ocean Rig Apollo Corporate Structure

OCEAN RIG UDW INC, M.I.
100%
DRILLSHIP ALONISSOS SHAREHOLDERS INC, M.I.
100%
DRILLSHIP ALONISSOS OWNERS INC, M.I.

OCEAN RIG APOLLO

156

EXECUTION PAGES

BORROWER

SIGNED by Dimitrios Glynos		)
duly authorised		)
for and on behalf of		)	/s/ Dimitrios Glynos
DRILLSHIP ALONISSOS SHAREHOLDERS INC.		)
in the presence of:		)

Witness' signature: /s/ Anastasia G. Pavli		)
Witnesss' name: Anastasia G. Pavli		)
Witness' address:	Attorney-at-Law 52, Ag Konstantinou Street – 151 24 Marousi Athens Greence Tel.: +30 210 6140580	)

GUARANTOR and PARENT

SIGNED by Dimitrios Glynos		)
duly authorised		)	/s/ Dimitrios Glynos
for and on behalf of		)
OCEAN RIG UDW INC.		)
in the presence of:		)

Witness' signature: /s/ Anastasia G. Pavli		)
Witnesss' name: Anastasia G. Pavli		)
Witness' address:	Attorney-at-Law 52, Ag Konstantinou Street – 151 24 Marousi Athens Greence Tel.: +30 210 6140580	)

GUARANTOR and DRILLSHIP OWNER

SIGNED by Dimitrios Glynos		)
duly authorised		)	/s/ Dimitrios Glynos
for and on behalf of		)
DRILLSHIP ALONNISSOS OWNERS INC.		)
in the presence of:		)

Witness' signature: /s/ Anastasia G. Pavli		)
Witnesss' name: Anastasia G. Pavli		)
Witness' address:	Attorney-at-Law 52, Ag Konstantinou Street – 151 24 Marousi Athens Greence Tel.: +30 210 6140580	)

157

COMMERCIAL LENDERS

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DNB BANK ASA		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
CREDIT SUISSE AG		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DVB BANK SE (AMSTERDAM BRANCH)		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
NORDDEUTSCHE LANDESBANK GIROZENTRALE		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

158

KEXIM GUARANTEED LENDERS

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DNB BANK ASA.		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
CREDIT SUISSE AG		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

KEXIM

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
THE EXPORT-IMPORT BANK OF KOREA		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

MANDATED LEAD ARRANGERS

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DNB BANK ASA		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

159

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DNB BANK SE (AMSTERDAM BRANCH)		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

HEDGE COUNTERPARTIES

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DNB BANK ASA		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DNB BANK SE (AMSTERDAM BRANCH)		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

KEXIM GUARANTEE AGENT

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DNB BANK ASA		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

160

FACILITY AGENT

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DNB BANK ASA		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

SECURITY AGENT

SIGNED by		)	Ida Marie Oedegaard
duly authorised		)	/s/ Ida Marie Oedegaard
for and on behalf of		)	Attorney-in-Fact
DNB BANK ASA		)
in the presence of: Catherine Killeen		)

Witness' signature: /s/ Catherine Killeen		)
Witnesss' name: Catherine Killeen		)
Witness' address:	Trainee Solicitor 15 Appold Street London EC2A 2HB	)

161

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC.

AND

DRILLSHIP KYTHNOS OWNERS INC .

Page 1

TABLE OF CONTENTS

1.	DEFINITIONS			4
2.	APPOINTMENT AND AUTHORISATION			5
3.	SCOPE OF WORK ADMINISTRATIVE SERVICES			6
	3.1.	Finance / Treasury		6
		3.1.1	Management of monies	6
		3.1.2	Income collection	6
		3.1.3	Use of monies received	7
		3.1.4	Payment of wages, etc.	7
	3.2	Accounting, financial and reporting		7
		3.2.1	General	7
		3.2.2	Monthly reports	7
		3.2.3	Annual reports	8
		3.2.4	Budgets	8
	3.3	Other administrative services		8
	3.4	Other reports		8
4.	SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES			8
	4.1.	General Manager Responsibilities		8
	4.2	Marketing and Employment		9
	4.3	Insurance		10
		4.3.1	General	10
		4.3.2	Additional or alternative insurances	10
		4.3.3	Employer's liability insurance	10
		4.3.4	Insurance Claims	11
5.	SCOPE OF WORK TECHNICAL MANAGEMENT SERVICES			11
	5.1	Personnel		11
	5.2	Technical assistance		12
	5.3	Change of registry		12
	5.4	Environment, safety and compliance with law		12
	5.5	Quality Assurance		12
	5.6	Reporting of events		12
6.	MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS			13
7.	MANAGEMENT FEE			13
	7.1	The Management Fee		13
	7.2	Cost base for Management Fee		13
	7.3	Preliminary Fee: calculation and payment		14
	7.4	Settlement of Management Fee		14

Page 2

	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements		15
8.	OWNER'S EQUIPMENT			15
9.	EMPLOYMENT OF AGENTS AND SUBCONTRACTORS			15
10.	LOANS BETWEEN THE OWNER AND THE MANAGER			16
11.	TAXES			16
12.	CONSULTATION			16
13.	DURATION AND TERMINATION			16
		13.1	Duration	16
		13.2	Termination	16
		13.3	Effect of termination	17
14.	AUDIT AND ATTENDANCE / SUPERVISION			17
	14.1	Audit		17
	14.2	Attendance / Supervision		17
15.	ASSIGNMENT			17
16.	EXCLUSION OF SET OFF			17
17.	INDEMNITY			18
18.	FORCE MAJEURE			18
19.	SURVIVAL OF PROVISIONS			18
20.	COUNTERPARTS			18
21.	MODIFICATION OF AGREEMENT			18
22.	CONFIDENTIALITY			19
23.	GOVERNING LAW			19
24.	ARBITRATION			19

Page 3

MANAGEMENT AGREEMENT

THIS AGREEMENT (the " Agreemen t") is dated the 25 ^th day of February, 2014.

BETWEEN:

Drillship Kythnos Owners Inc. of Marshall Islands, having its registered offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (the " Owner "); and

Ocean Rig Management Inc., having its registered offices at Trust Company Complex, P eltake Road, Ajeltake Island, Majuro, Marshall Islands also maintaining a licensed shipping office in Greece at Omega Building, 80 Kifisias Avenue GR-15125, Marousi, Greece, pursuant to Law 89/67, as amended (the " Manager "),

collectively referred to as the " Parties ".

WHEREAS

A.	The Manager has expertise in managing the operation and marketing of drilling ships;

B.	The Owner will be the registered owner of the drilling ship Hull 2032 tbn "Ocean Rig Athena" (the "Vessel");

C.	The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

D.	The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows:

DEFINITIONS

In this Agreement (including the recitals) the following expressions have the following meanings:

" Administrative Services " means financing, treasury, accounting and other day-to-day services;

" Classification Society" means American Bureau of Shipping, or any other classification society approved by the Owner in writing;

" Crew " means the officers and crew on the Vessel;

" Effective Date " means the date the Vessel is delivered (expected delivery date is ultimo March 2014);

" Employment Contract " means any contract entered into from time to time with respect to the use and operations of the Vessel;

" Group " means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

Page 4

" Group Companies " mean the members of the Group;

" Group Company " means a member of the Group;

" Management " means the management of Group Companies;

" Management Fee " has the meaning given to it in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Operating Costs " has the meaning given to it in sub-Clause 7.2;

" Operator " means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Drillship Kythnos Owners Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager;

" Pass-Through Costs " has the meaning given to it in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it in sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to it in sub-Clause 7.1;

" SOX Compliance " means public company accounting and investor protection requirements pursuant to the US Sarbanes-Oxley Act 2002;

" Vessel " means the drilling ship Hull 2032 (intended to be named Ocean Rig Athena);

" Vessel Operating Costs " has the meaning given to it in sub-Clause 3.1.3.

References to Clauses and sub-Clauses are unless otherwise stated, references to Clauses and sub-Clauses of this Agreement.

Except where the context otherwise requires, references to any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect.

APPOINTMENT AND AUTHORISATION

Page 5

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the date the Vessel is delivered to the Owner (expected delivery date is within March 2014) (the " Effective Date" ) on the terms and conditions set forth in this Agreement.

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and in all such other matters as fall within the Scope of Work, but subject to instruction from Owner from time to time, or in respect of which the Manager is specifically authorised. Provided always that notwithstanding anything in this Agreement to the contrary, the Manager has in all cases a right and obligation immediately to perform such acts as cannot be postponed in order to safeguard the interests of the Owner or avert danger to life and health or damage to the Vessel, other property or the environment.

In the performance of this Agreement, the Manager shall be authorized to perform the services and to do all such things or take all such actions related to such performance in accordance with technical and commercial industry standards. Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessel, as security for loans or other amounts due. To the extent permitted by law, the Manager will take all reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner.

SCOPE OF WORK ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1

Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel.

The Manager shall ensure that the Owner's funds are managed efficiently, including but not limited to deposits on bank accounts, term deposits with banks and intercompany lending (i.e. with other Group Companies).

3.1.2

Income collection

Page 6

3.1.3

Use of monies received

(i)

(ii)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

insurance premiums;

(ix)

(x)

taxes and charges.

3.1.4

Payment of wages, etc.

3.2

Accounting, financial and reporting

3.2.1

General

The Manager has in place an accounting system which meets the requirements of the Owner and provides regular accounting services, supply regular reports and records in accordance herewith and maintain the records of all costs and expenditures incurred hereunder as well as data necessary of proper for the settlement of accounts between the Parties. The Manager shall maintain its books, records (including operational and technical records) and accounts in respect of the Vessel, its operation and management and all other relevant administrative functions in accordance with accepted accounting practices. The Manager will keep copies of all applicable documents, forms and third-party invoices etc.

3.2.2

Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures.

Page 7

3.2.3

Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

3.2.4

Budgets

The Manager shall prepare annual budgets for the Group, including operations of the Vessel by Owner and other companies involved in the operation of the Vessel, as required by Management.

3.3

Other administrative services

The Manager shall provide other general administrative services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf of the Owner, to conclude and execute any such contract, subject to the Owner's board approval (see sub-Clause 4.2 (viii) below). Whereas the Manager is obliged to use its best efforts to seek such employment, the Owner acknowledges that such efforts may fail from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Manager's obligations under the Agreement and that the Manager's right to compensation under Clause 7 applies irrespective of whether the Manager, in any particular case, succeeds or fails to identify actual employment for the Vessel.

(ii)

Manager will use its best efforts to ensure that the Vessel will be employed in safe places /areas as this can be established by exercising its best efforts.

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment.

(iv)

To carry out all necessary communications with clients

(v)

To invoice on behalf of Owner all hires and other sums due to Owner and accounts receivable arising from the operation of the Vessel.

(vi)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate instructions and monitor performance.

Page 8

Rig management will use its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

With prior consent of Owner, to institute, defend, intervene in, settle, compromise or abandon any legal proceedings by or against Owner or by or against the Vessel or which in any way concerns the Vessel, their freight, earnings and disbursements or concerning the crews and officers on board the Vessel and for the purposes of this clause the expression "Legal Proceedings" shall include arbitration, civil, regulatory and criminal proceedings of all kinds. The handling of all such claims and legal matters shall always be consistent with the instructions and requirements of the Vessels' Protection & Indemnity (P&I) club, Hull underwriters, or other insurers.

4.2

Marketing and Employment

The Manager shall carry out the following in connection with marketing and contract negotiations:

(i)

The Manager will on an ongoing basis have in place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management.

(ii)

The marketing plan shall identify potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments.

(iv)

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

(viii)

The Manager shall have no authority to contract or commit the Vessel on behalf of the Owner, or if the Vessel is contracted or committed no authority to enter into amendments or to cancel such contracts or commitments, without the prior written approval of the Owner, which the Owner shall have full liberty to withhold. The Manager shall in due time furnish the Owner with all information and documentation which the Owner needs to review and asses in order to decide whether or not to grant such approval. The Owner's prior written approval will generally be based on a decision made by Owner's board.

(ix)

(x)

The Manager shall prepare all other documents related to the bid relating to the Vessel in

Page 9

conformity with the Manager's standard bidding practices to the extent permitted by law, and in accordance with any applicable competition and antitrust laws and regulations.

4.3

Insurance

4.3.1

General

The Manager shall (unless otherwise specifically agreed) provide that the Vessel, at all times, is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel. Notwithstanding the foregoing, the Manager shall ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance (including Owner's owned subsea and drilling equipment) • both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up / stacked mode as appropriate.

Liability insurance for Owner's personnel as appropriate under any applicable laws in respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or in financing agreements in force at any time.

4.3.2

Additional or alternative insurances

4.3.3

Employer's liability insurance

Page 10

4.3.4

Insurance Claims

The Manager shall make and prosecute all claims under or in respect of any insurance cover maintained pursuant to this Agreement. The Manager shall inform the Owner of all claims relating to the Vessel through monthly reports. However, the Manager shall inform the Owner of substantial claims as soon as possible after the occurrence of such claims. At all times in making such claims the Manager shall observe any instructions from the Owner and at no time shall the Manager initiate process, take any material action in the course of litigation, make any admission or waive any right or agree or purport to agree to settle or compromise any claim on behalf of the Owner without the Owner's prior written consent.

All insurance monies paid shall, unless this Agreement provides otherwise, be paid to the Owner who shall provide such monies up-front to the Manager to the extent necessary to carry out repairs to the Vessel (if not an actual or constructive or compromised total loss and excluding any loss of profit cover) or to cover loss incurred pursuant to its obligations hereunder.

SCOPE OF WORK TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shall:

(i)

(ii)

(iii)

Ensure at all times that it has an adequate pool of qualified personnel in accordance with normal personnel management policies available to cover the leave requirements of personnel, their sickness injury or removal from the Vessel if they are reasonably considered by the Owners and / or the Operator to be unsuitable for the post held by them.

(iv)

Ensure that all personnel supplied by it in connection with this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, safe working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

Page 11

If the Vessel is chartered out on a bareboat charterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

The Manager shall organize and implement the daily operations of the Vessel in compliance with any applicable drilling contract, the relevant laws and regulations, the Owner's corporate manuals, polices and procedures of the Company, and other applicable requirements.

5.2

Technical assistance

5.3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel may be necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

5.5

Quality Assurance

5.6

Reporting of events

The Manager shall without undue delay after it has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time incidents;

(iii)

the occurrence of any default by any of the parties under any Employment Contract or any other relevant contract in respect of the Vessel;

(iv)

Page 12

(v)

any environmental event or accident, e.g. any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

(vii)

any other claim exceeding USD 250,000, or if several claims, exceed an aggregate value. of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire will be shown in the daily drilling reports provided to the Management.

MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS

The Manager may at its own discretion enter into agreements with other Group Companies including, but not limited to, Ocean Rig UK Ltd , Ocean Rig Offshore Management Ltd., Ocean Rig Canada Inc., Ocean Rig North Sea AS and Ocean Rig UDW LLC to carry out parts of the scope of this Agreement.

MANAGEMENT FEE

7.1

The Management Fee

The Manager shall receive an annual management fee (the " Management Fee ") as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the " Services ").

7.2

Cost base for Management Fee

For the purposes of this Agreement, the term " Operating Costs " shall be defined as all operating costs incurred by the Manager in rendering the Services, including:

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs; and

all other of the Manager's direct and indirect operating costs attributable to the rendering of the Services including other administrative costs related to the operation of the Manager's organization.

The Operating Costs shall not include costs directly attributable to the Manager's rendering of services to other customers than the Owner, including customers who are rig-owning Group Companies. The Operating Costs shall, however, include a proportionate share of the Manager's total indirect costs (overhead costs, etc.) attributable to its rendering of services to its customers, including indirect costs attributable to various vessels under the Manager's management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax.

Page 13

For the purposes of this Agreement, " Pass-Through Costs " includes:

fees and other costs paid by the Manager with its own funds to third party sub-contractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under insurances covered by sub-Clauses 4.3.1 and 4.3.2 above if exceptionally paid by the Manager with its own funds; and

Vessel Operating Costs if exceptionally paid by the Manager with its own funds.

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee: calculation and payment

The Owner undertakes to provide the Manager with such information on its requirements for the Services as shall be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the coming year (the " Preliminary Fee " ) shall then be calculated. The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 % mark-up; and

the budgeted Pass-Through Costs.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

Page 14

the actual Pass-Through Costs incurred by the Manager in the relevant year.

If the Management Fee is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a "Positive Settlement Payment " by the Owner to the Manager. If the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Negative Settlement Payment " by the Manager to the Owner. The Positive Settlement Payment or Negative Settlement Payment shall take place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited.

7.5

Adjustment of Management Fee to satisfy transfer pricing requirements

OWNER'S EQUIPMENT

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts in respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested in it as aforesaid) be entitled (but not bound):

(i)

(ii)

to engage subcontractors for the performance of specific assignments;

(iii)

subject to sub-Clause 3.1.1, to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and

(iv)

Page 15

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

From time to time the Manager may borrow funds from the Owner, and the Owner may borrow funds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general. Such intercompany loans shall bear interest at a rate corresponding to (i) the lender's average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (H) an additional flat profit margin of 0.25 per cent. The margin is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Manager shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including in all countries in which the Manager operates, which (i) are based on income, profit or gain (if any) derived from remuneration paid to the Manager under this Agreement, (ii) are imposed or assessed by any country in which the Manager is subject to tax by reason of the performance of services under this Agreement, or (iii) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

12.

CONSULTATION

Upon request by the Owner the Manager shall consult in detail with the Owner on any aspect of the management of the Vessel.

13.

DURATION AND TERMINATION

13.1

Duration

The Agreement shall be effective for a period up to 31st March 2021.

13.2

Termination

Page 16

13.3

Effect of termination

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to all rights accrued due between the Manager and Owner prior to the date of termination.

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

14.2

Attendance / Supervision

The Owner, the Owner's representative and / or its duly appointed representatives shall have the right to attend and supervise the Vessel during all phases and periods when this Agreement is in force

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

16.

EXCLUSION OF SET OFF

Page 17

17.

INDEMNITY

Except as provided in below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, including officers or Crew member employed on the Vessel or in connection therewith, for any loss or damage arising directly or indirectly out of the performance by Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager, its officers, directors, shareholders and employees against any and all claims and demands (including costs and reasonable attorneys fees of defending such claim or demand) and any other losses or liabilities arising directly or indirectly out of the performance by Manager of any of its duties in respect of the Vessel under this Agreement.

18.

FORCE MAJEURE

Neither Party shall be liable to the other Party for loss or damage resulting from delay or failure to perform this Agreement, or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes behind its control due to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or any acts of God, or failure of transportation, epidemics, quarantine restrictions, or labour trouble causing cessation, slowdown, or interruption of work. In the event that a situation giving rise to force majeure which prevents a Party from performing under this Agreement, the Parties shall confer as to the further fulfilment or termination of this Agreement.

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

21.

MODIFICATION OF AGREEMENT

No modification or any further representation, promise, or agreement in connection with subject matter under this Agreement shall be binding unless made in writing and signed on behalf of the Parties by duty authorized representatives.

Page 18

22.

CONFIDENTIALITY

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party.

23.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English Law.

24.

ARBITRATION

All disputes arising out of this Agreement shall be arbitrated at London in the following manner. One arbitrator is to be appointed by each of the Parties hereto and a third by the two so chose. Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matter. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof.

Page 19

This Agreement is made in two (2) originals, one for each Party.

Ocean Rig Management		Drillship Kythnos Owners Inc.

By: /s/ John Mayl		By: /s/ Dr. Adriano Cefai
DIRECTOR OMEGA SERVICES LIMITED 5/1 MERCHANTS STREET VALLETTA VLT 1171		DIRECTOR MARE SERVICES LTD 5/1 MERCHANTS STREET VALLETTA 1171
Mr. John Mayl		Dr. Adriano Cefai
Director of OMEGA SERVICES LIMITED		Director of MARE SERVICES LIMITED
Sole Director of Ocean Rig Management		Sole Director of Drillship Kythnos Owners Inc.

Page 20

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC .

AND

DRILLSHIP HYDRA OWNERS INC .

Page 1

TABLE OF CONTENTS

1.	DEFINITIONS			4
2.	APPOINTMENT AND AUTHORISATION			5
3.	SCOPE OF WORK: ADMINISTRATIVE SERVICES			6
	3.1.	Finance / Treasury		6
		3.1.1	Management of monies	6
		3.1.2	Income collection	6
		3.1.3	Use of monies received	6
		3.1.4	Payment of wages, etc.	7
	3.2	Accounting, financial and reporting		7
		3.2.1	General	7
		3.2.2	Monthly reports	7
		3.2.3	Annual reports	7
		3.2.4	Budgets	8
	3.3	Other administrative services		8
	3.4	Other reports		8
4.	SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES			8
	4.1	General Manager Responsibilities		8
	4.2	Marketing and Employment		9
	4.3	Insurance		10
		4.3.1	General	10
		4.3.2	Additional or alternative insurances	10
		4.3.3	Employer's liability insurance	10
		4.3.4	Insurance Claims	10
5.	SCOPE OF WORK TECHNICAL MANAGEMENT SERVICES			11
	5.1	Personnel		11
	5.2	Technical assistance		12
	5.3	Change of registry		12
	5.4	Environment, safety and compliance with law		12
	5.5	Quality Assurance		12
	5.6	Reporting of events		12
6.	MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS			13
7.	MANAGEMENT FEE			13
	7.1	The Management Fee		13
	7.2	Cost base for Management Fee		13
	7.3	Preliminary Fee: calculation and payment		14
	7.4	Settlement of Management Fee		14

Page 2

	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements	15
8.	OWNER'S EQUIPMENT		15
9.	EMPLOYMENT OF AGENTS AND SUBCONTRACTORS		15
10.	LOANS BETWEEN THE OWNER AND THE MANAGER		15
11.	TAXES		16
12.	CONSULTATION		16
13.	DURATION AND TERMINATION		16
	13.1	Duration	16
	13.2	Termination	16
	13.3	Effect of termination	16
14.	AUDIT AND ATTENDANCE / SUPERVISION		17
	14.1	Audit	17
	14.2	Attendance / Supervision	17
15.	ASSIGNMENT		17
16.	EXCLUSION OF SET OFF		17
17.	INDEMNITY		17
18.	FORCE MAJEURE		18
19.	SURVIVAL OF PROVISIONS		18
20.	COUNTERPARTS		18
21.	MODIFICATION OF AGREEMENT		18
22.	CONFIDENTIALITY		18
23.	GOVERNING LAW		19
24.	ARBITRATION		19

Page 3

MANAGEMENT AGREEMENT

THIS AGREEMENT (the " Agreement ") is dated the 17th day of April, 2014,

BETWEEN:

Dríllship Hydra Owners Inc. of Marshall Islands, having its principal executive offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (the " Owner "); and

Ocean Rig Management Inc., a company incorporated and existing under the laws of Marshall Islands of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall islands, with maintaining a licensed shipping office in Greece at Omega Building, 80 Kifisias Avenue, GR-151 25 Marausi, Athens Greece (the " Manager "), collectively referred to as the " Parties ".

WHEREAS

A.	The Manager has expertise in managing the operation and marketing of drilling ships;

B.	The Owner is the registered owner of the drilling ship "Ocean Rig Corcovado" (the " Vessel ");

C.	The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

D.	The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows:

DEFINITIONS

In this Agreement (including the recitals) the following expressions have the following meanings:

" Administrative Services " means financing, treasury, accounting and other day-to-day services;

" Classification Society " means ABS, or any other classification society approved by the Owner in writing;

" Crew " means the officers and crew on the Vessel;

" Effective Date" means 3rd October 2013;

" Employment Contract " means any contract entered Into from time to time with respect to the use and operations of the Vessel;

" Group " means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

" Group Companies " mean the members of the Group;

Page 4

" Group Company " means a member of the Group;

" Management " means the management of Group Companies;

" Management Fee " has the meaning given to it in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.,;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7,4;

" Operating Costs " has the meaning given to it in sub-Clause 7.2;

" Operator " means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Drillship Hydra Owners Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager;

" Pass-Through Costs " has the meaning given to it in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it in sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to it in sub-Clause 7.1;

" SOX Compliance " means public company accounting and investor protection requirements pursuant to the US Sarbanes-Oxley Act 2002;

'Vessel " means the drilling ship Ocean Rig Corcovado;

" Vessel Operating Costs " has the meaning given to it in sub-Clause 3.1.3.

References to Clauses and sub-Clauses are, unless otherwise stated, references to Clauses and sub-Clauses of this Agreement.

Except where the context otherwise requires, references to any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect.

2. APPOINTMENT AND AUTHORISATION

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the Effective Date on the terms and conditions set forth in this Agreement.

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and In

Page 5

all such other matters as fall within the Scope of Work, but subject to instruction from Owner from time to time, or in respect of which the Manager Is specifically authorised. Provided always that notwithstanding anything in this Agreement to the contrary, the Manager has in all cases a right and obligation immediately to perform such acts as cannot be postponed in order to safeguard the interests of the Owner or avert danger to life and health or damage to the Vessel, other property or the environment.

In the performance of this Agreement, the Manager shall be authorized to perform the services and to do all such things or take all such actions related to such performance in accordance with technical and commercial industry standards, Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessel, as security for loans or other amounts due. To the extent permitted by law, the Manager will take ail reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner,

SCOPE OF WORK: ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1 Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel.

3.1.2 Income collection

3.7.3 Use of monies received

(i)

wages, recruitment expenses, social expenses, training, travelling and other employee expenses of, and costs of direct and Indirect benefits that are granted to the Crew on the Vessel and the onshore base personnel;

Page 6

(ii)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

insurance premiums;

(íx)

(x)

taxes and charges.

3.1.4 Payment of wages, etc.

The Manager shall be responsible for paying (inter alla) from Owner's designated accounts wages and carrying out all the duties incumbent on an employer with regard to official reports, withholding of taxes, payment of payroll tax and similar duties, holiday pay, personnel insurance, pension costs etc.

3.2

Accounting, financial and reporting

3.2.1 General

The Manager has in place an accounting system which meets the requirements of the Owner and provides regular accounting services, supply regular reports and records in accordance herewith and maintain the records of all costs and expenditures incurred hereunder as well as data necessary of proper for the settlement of accounts between the Parties. The Manager shall maintain its books, records (including operational and technical records) and accounts In respect of the Vessel, its operation and management and all other relevant administrative functions in accordance with accepted accounting practices. The Manager will keep copies of all applicable documents, forms and third-party invoices etc.

3.2.2 Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures.

3.2.3 Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

Page 7

3.2.4 Budgets

The Manager shall prepare annual budgets for the Group, including operations of the Vessel by Owner and other companies involved in the operation of the Vessel, as required by Management.

3.3

Other administrative services

The Manager shall provide other general administrative services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf of the Owner, to conclude and execute any such contract, subject to the Owners board approval (see sub-Clause 4.2 (viii) below). Whereas the Manager is obliged to use its best efforts to seek such employment, the Owner acknowledges that such efforts may Fail from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Managers obligations under the Agreement and that the Managers right to compensation under Clause 7 applies irrespective of whether the Manager, in any particular case, succeeds or fails to identify actual employment for the Vessel.

(ii)

Manager will use its best efforts to ensure that the Vessel will be employed in sate places /areas as this can be established by exercising its best efforts.

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment

(iv)

To carry out all necessary communications with clients

(v)

To Invoice on behalf of Owner all hires and other sums due to Owner and accounts receivable arising from the operation of the Vessel.

(vi)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate instructions and monitor performance.

Rig management will use Its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

Page 8

expression "Legal Proceedings" shall include arbitration, civil, regulatory and criminal proceedings of all kinds. The handling of all such claims and legal matters shall always be consistent with the instructions and requirements of the Vessels' Protection & Indemnity (P&I) club, Hull underwriters, or other insurers.

4.2

Marketing and Employment

The Manager shall carry out the following in connection with marketing and contract negotiations:

(i)

The Manager will on an ongoing basis have in place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management..

(ii)

The marketing plan shall identity potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments,

(iv)

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

(viii)

The Manager shall have no authority to contract or commit the Vessel on behalf of the Owner, or if the Vessel is contracted or committed no authority to enter into amendments or to cancel such contracts or commitments, without the prior written approval of the Owner, which the Owner shalt have full liberty to withhold. The Manager shall in due time furnish the Owner with al! information and documentation which the Owner needs to review and asses in order to decide whether or not to grant such approval. The Owner's prior written approval will generally be based on a decision made by Owner's board.

(ix)

It is acknowledged that the Manager may also operate and market rigs owned by other Group Companies than the Owner and capable of competing with the Vessel. The Manager shall- be free to operate and market such rigs (capable of competing with the Vessel) without limitation or obligation to the Owner, provided that the Manager notifies the Owner immediately of any potential conflict.

(x)

The Manager shall prepare all other documents related to the kid relating to the Vessel in conformity with the Manager's standard bidding practices to the extent permitted by law, and in accordance with any applicable competition and antitrust laws and regulations.

Page 9

4.3

Insurance

4.3.1 General

The Manager shall (unless otherwise specifically agreed) provide that the Vessel, at all times, is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel. Notwithstanding the foregoing, the Manager shall ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance (including Owner's owned subsea and drilling equipment) both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up / stacked mode as appropriate,

Liability insurance for Owner's personnel as appropriate under any applicable laws in respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or in financing agreements in force at any time.

4.3.2 Additional or alternative insurances

4.3.3 Employer's liability insurance

The Manager shall obtain and maintain during the period of this Agreement workers' compensation and employer's liability insurances as appropriate under any applicable laws in respect of the Manager's personnel provided under sub-Clause 5.1, It is agreed that ail premiums and deductibles payable in respect of such insurances shall be considered as Operating Costs,

4.3.4 Insurance Claims

The Manager shall make and prosecute all claims under or in respect of any insurance cover maintained pursuant to this Agreement. The Manager shall inform the Owner of ail claims relating to the Vessel through monthly reports. However, the Manager shall inform the Owner of substantial claims as soon as possible after the occurrence of such claims. At all times in making such claims the Manager shall observe any instructions from the Owner and at no time shall the Manager initiate

Page 10

The Owner and the Manager agree to liaise with each other and co-operate in respect of all substantial insurance claims and to attempt to reach agreement on the conduct of such claims. For the purposes of this Clause, the term "substantial' shall mean any single claim in excess of USD 500,000 or several claims exceeding an aggregate value of USD 1 million during a 12 month period.

SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shall:

(i)

(ii)

(iii)

Ensure at all times that it has an adequate pool of qualified personnel in accordance with normal personnel management policies available to cover the leave requirements of personnel, their sickness, injury or removal from the Vessel if they are reasonably considered by the Owners and (or the Operator to be unsuitable for the post held by them.

(iv)

Ensure that all personnel supplied by it in connection with this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, safe working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

If the Vessel is chartered out on a bareboat charterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

Page 11

5.2

Technical assistance

5.3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel may be necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

5.5

Quality Assurance

5.6

Reporting of events

The Manager shall without undue delay after it has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time Incidents;

(iii)

the occurrence of any default by any of the parties under any Employment Contract or any other relevant contract in respect of the Vessel;

(iv)

(v)

any environmental event or accident, e,g, any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

Page 12

(vii)

any other claim exceeding USD 250,000, or if several claims, exceed an aggregate value of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire wit be shown in the daily drilling reports provided to the Management.

MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS

MANAGEMENT FEE

7.1

The Management Fee

The Manager shall receive an annual management fee (the " Management Fee " ) as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the " Services " ),

7.2

Cost base for Management Fee

For the purposes of this Agreement, the term " Operating Costs " shall be defined as all operating costs incurred by the Manager in rendering the Services, including:

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs; and

The Operating Costs shall not include costs directly attributable to the Manager's rendering of services to other customers than the Owner, including customers who are rig-owning Group Companies. The Operating Costs shall, however, include a proportionate share of the Manager's total indirect costs (overhead costs, etc.) attributable to its rendering of services to its customers, including indirect costs attributable to various vessels under the Manager's management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax.

For the purposes of this Agreement, " Pass-Through Costs " includes:

fees and other costs paid by the Manager with its own funds to third party sub-contractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under insurances covered by sub-Clauses 4.3.1 and 4.3.2 above if exceptionally paid by the Manager with its own funds; and

Vessel Operating Costs If exceptionally paid by the Manager with its own funds.

Page 13

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee: calculation and payment

The Owner undertakes to provide the Manager with such Information on its requirements for the Services as shag be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the coming year (the " Preliminary Fee ") shall then be calculated. The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 % mark-up; and

the budgeted Pass-Through Costs.

The Preliminary Fee and the calculation thereof, as well as the budget on which the Preliminary Fee Is based, shall be presented to the Owner each year. The Preliminary Fee shall be paid from the Owner to the Manager on a quarterly basis in advance, on 1 January, 1 April, 1 July and 1 October. Each of the quarterly amounts shall equal 25 % of the total Preliminary Fee for the relevant year.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the actual Operating Costs Incurred by the Manager in the relevant year directly and indirectly attributable to rendering the commercial management and Insurance services (see Clause 4), added a 7 % mark-up;

the actual Pass-Through Costs incurred by the Manager in the relevant year.

Page 14

If, exceptionally, a part of the actual Operating Costs have been covered by the Manager using the Owners funds ( " Owner Covered Operating Costs " ) the Management Fee shall be reduced by art amount equal to the Owner Covered Operating Costs,

It the Management Fee is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Positive Settlement Payment " by the Owner to the Manager. If the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Negative Settlement Payment " by the Manager to the Owner. The Positive Settlement Payment or Negative Settlement Payment shall take place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited.

7.5

Adjustment of Management Fee to satisfy transfer pricing requirements

OWNER'S EQUIPMENT

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts in respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested in it as aforesaid) be entitled (but not bound):

(i)

(íi)

to engage subcontractors for the performance of specific assignments;

(iii)

subject to sub-Clause 3.1.1, to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and

(iv)

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

Page 15

From time to time the Manager may borrow funds from the Owner, and the Owner may borrow funds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general. Such intercompany loans shall bear interest at a rate corresponding to (i) the tender's average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (ii) an additional flat profit margin of 0.25 per cent. The margin is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Manager shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including in all countries in which the Manager operates, which (i) are based on income, profit or gain (if any) derived from remuneration paid to the Manager under this Agreement, (ii) are imposed or assessed by any country in which the Manager is subject to tax by reason of the performance of services under this Agreement, or (iii) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

12.

CONSULTATION

Upon request by the Owner the Manager shall consult in detail with the Owner on any aspect of the management of the Vessel.

13.

DURATION AND TERMINATION

13.1

Duration

The Agreement shall be effective for a period up to 31st December 2020.

13.2

Termination

The Owner shall be entitled to terminate the Agreement with immediate effect by notice In writing if the Manager materially breeches any of its material obligations under this Agreement and such breach is due to the Manager's gross negligence or willful misconduct.

13.3

Effect of termination

If this Agreement is terminated the Manager shall (subject to completion of any subsisting drilling operations) redeliver the Vessel at the expense of the Owner to the Owner at such place as the Owner may request, provided that the Owner shall make pre-payment to the Manager of any costs to be Incurred by the Manager in doing so. During such termination period the Manager will assist in full to compile final reports, immediately return all Vessel related documentation, transition to new

Page 16

managers and other assistance as may be reasonably required by the Owner and that fall within the scope of this Agreement.

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to all rights accrued due between the Manager and Owner prior to the date of termination.

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

14.2

Attendance / Supervision

The Owner, the Owner's representative and / or its duly appointed representatives shall have the right to attend and supervise the Vessel during all phases and periods when this Agreement is in force

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

16.

EXCLUSION OF SET OFF

17.

INDEMNITY

Except as provided in below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, including officers or Crew member employed on

Page 17

18.

FORCE MAJEURE

Neither Party shall be liable to the other Party for loss or damage resulting from delay or failure to perform this Agreement, or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes behind its control due to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or any acts of God, or failure of transportation, epidemics, quarantine restrictions, or labour trouble causing cessation, slowdown, or interruption of work. In the event that a situation giving rise to force majeure which prevents a Party from performing under this Agreement, the Parties shall confer as to the further fulfilment or termination of this Agreement,

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

21.

MODIFICATION OF AGREEMENT

22.

CONFIDENTIALITY

Page 18

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party.

Except as may be required by applicable law, any non-public or confidential information relating to the business or affairs of the Manager and ! or the Manager's principals obtained try the Owner or the Owner's principals in the performance of this Agreement shall be kept strictly confidential.

23.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English Law.

24.

ARBITRATION

All disputes arising out of this Agreement shall be arbitrated at London in the following manner. One arbitrator is to be appointed by each of the Parties hereto and a third by the two so chose. Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matter. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1995 or any statutory modification or reenactment thereof.

Page 19

This Agreement is made in two (2) originals, one for each Party.

OCEAN RIG MANAGEMENT INC.		Drillship Hydra Owners Inc.

/s/ Dr. Adriano Cefai DIRECTOR OMEGA SERVICES LIMITED 5/1 MERCHANTS STREET VALETTA VLT 1171		/s/ Elpiniki Fotiou
OMEGA SERVICES LIMITED -		ELPINIKI FOTIOU - Director
Sole Director

Page 20

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC .

AND

DRILLSHIP KITHIRA OWNERS INC .

Page 1

TABLE OF CONTENTS

1.	DEFINITIONS			4
2.	APPOINTMENT AND AUTHORISATION			5
3.	SCOPE OF WORK: ADMINISTRATIVE SERVICES			6
	3.1.	Finance / Treasury		6
		3.1.1	Management of monies	6
		3.1.2	Income collection	6
		3.1.3	Use of monies received	6
		3.1.4	Payment of wages, etc.	7
	3.2	Accounting, financial and reporting		7
		3.2.1	General	7
		3.2.2	Monthly reports	7
		3.2.3	Annual reports	7
		3.2.4	Budgets	8
	3.3	Other administrative services		8
	3.4	Other reports		8
4.	SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES			8
	4.1	General Manager Responsibilities		8
	4.2	Marketing and Employment		9
	4.3	Insurance		10
		4.3.1	General	10
		4.3.2	Additional or alternative insurances	10
		4.3.3	Employer's liability insurance	10
		4,3.4	Insurance Claims	10
5.	SCOPE OF WORK TECHNICAL MANAGEMENT SERVICES			11
	5.1	Personnel		11
	5.2	Technical assistance		12
	5.3	Change of registry		12
	5.4	Environment, safety and compliance with law		12
	5.5	Quality Assurance		12
	5.6	Reporting of events		12
6.	MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS			13
7.	MANAGEMENT FEE			13
	7.1	The Management Fee		13
	7.2	Cost base for Management Fee		13
	7.3	Preliminary Fee: calculation and payment		14

Page 2

	7.4	Settlement of Management Fee	14
	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements	15
8.	OWNER'S EQUIPMENT		15
9.	EMPLOYMENT OF AGENTS AND SUBCONTRACTORS		15
10.	LOANS BETWEEN THE OWNER AND THE MANAGER		15
11.	TAXES		16
12.	CONSULTATION		16
13.	DURATION AND TERMINATION		16
	13.1	Duration	16
	13.2	Termination	16
	13.3	Effect of termination	16
14.	AUDIT AND ATTENDANCE / SUPERVISION		17
	14.1	Audit	17
	14.2	Attendance / Supervision	17
15.	ASSIGNMENT		17
16.	EXCLUSION OF SET OFF		17
17.	INDEMNITY		17
18.	FORCE MAJEURE		18
19.	SURVIVAL OF PROVISIONS		18
20.	COUNTERPARTS		18
21.	MODIFICATION OF AGREEMENT		18
22.	CONFIDENTIALITY		18
23.	GOVERNING LAW		19
24.	ARBITRATION		19

Page 3

MANAGEMENT AGREEMENT

THIS AGREEMENT (the " Agreement ") is dated the 17th day of April, 2014.

BETWEEN:

Drillship Kithira Owners Inc. of Marshall Islands, having its principal executive offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall islands (the " Owner "); and

Ocean Rig Management Inc" a company incorporated and existing under the laws of Marshall Islands of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, with maintaining a licensed shipping office in Greece at Omega Building, 80 Kitisias Avenue, GR-151 25 Marousi, Athens Greece (the " Manager "), collectively referred to as the " Parties ".

WHEREAS

A.	The Manager has expertise in managing the operation and marketing of drilling ships;

B.	The Owner will be the registered owner of the drilling ship "Ocean Rig Poseidon" (the " Vessel ");

C.	The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

D.	The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows:

DEFINITIONS

In this Agreement (including the recitals) the following expressions have the following meanings:

" Administrative Services " means financing, treasury, accounting and other day-to-day services;

" Classification Society " means ABS, or any other classification society approved by the Owner in writing;

" Crew " means the officers and crew on the Vessel;

" Effective Date " means 3rd October 2013;

" Employment Contract " means any contract entered into from time to time with respect to the use and operations of the Vessel;

" Group " means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

" Group Companies " mean the members of the Group;

Page 4

" Group Company " means a member of the Group;

" Management " means the management of Group Companies;

" Management Fee " has the meaning given to it in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Operating Costs " has the meaning given to it in sub-Clause 7.2;

" Operator " means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Drillship Kithira Owners Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager;

" Pass-Through Costs " has the meaning given to ft in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it in sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to it in sub-Clause 7.1;

" SOX Compliance " means public company accounting and Investor protection requirements pursuant to the US Sarbanes-Oxley Act 2002;

" Vesse l" means the drilling ship Ocean Rig Poseidon;

" Vessel Operating Costs " has the meaning given to it in sub-Clause 3.1.3.

References to Clauses and sub-Clauses are, unless otherwise stated, references to Clauses and sub-Clauses of this Agreement,

Except where the context otherwise requires, references to any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect.

APPOINTMENT AND AUTHORISATION

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the Effective Date on the terms and conditions set forth in this Agreement.

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and in

Page 5

all such other matters as fall within the Scope of Work, but subject to instruction from Owner from time to time, ar in respect of which the Manager is specifically authorised, Provided always that notwithstanding anything in this Agreement to the contrary, the Manager has in all cases a right and obligation immediately to perform such acts as cannot be postponed In order to safeguard the interests of the Owner or avert danger to life and health or damage to the Vessel, other property or the environment.

In the performance of this Agreement, the Manager shall be authorized to perform the services and to do all such things or take all such actions related to such performance In accordance with technical and commercial industry standards. Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessel as security for loans or other amounts due. To the extent permitted by law, the Manager will take all reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner,

SCOPE OF WORK: ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1

Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel.

3.1.2

Income collection

3.1.3

Use of monies received

(í)

Page 6

(ii)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

insurance premiums;

(ix)

(x)

taxes and charges.

3.1.4

Payment of wades, etc.

3.2

Accounting, financial and reporting

3.2.1

General

The Manager has in place an accounting system which meets the requirements of the Owner and provides regular accounting services, supply regular reports and records in accordance herewith and maintain the records of all costs and expenditures Incurred hereunder as well as data necessary of proper for the settlement of accounts between the Parties. The Manager shall maintain its books, records (including operational and technical records) and accounts in respect of the Vessel, its operation and management and all other relevant administrative functions in accordance with accepted accounting practices. The Manager will keep copies of all applicable documents, forms and third-party invoices etc.

3.2.2

Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures.

3.23

Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

Page 7

3.2.4

Budgets

The Manager shall prepare annual budgets for the Group, including operations of the Vessel by Owner and other companies involved in the operation of the Vessel, as required by Management.

3.3

Other administrative services

The Manager shall provide other general administrative services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf al the Owner, to conclude and execute any such contract, subject to the Owner's board approval (see sub-Clause 4.2 (viii) below). Whereas the Manager is obliged to use its best efforts to seek such employment, the Owner acknowledges that such efforts may fail from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Manager's obligations under the Agreement and that the Manager's right to compensation under Clause 7 applies irrespective of whether the Manager, in any particular case, succeeds or fails to identify actual employment for the Vessel.

(ii)

Manager will use its best efforts to ensure that the Vessel will be employed in safe places /areas as this can be established by exercising its best efforts.

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment.

(iv)

To carry out all necessary communications with clients.

(v)

To invoice on behalf of Owner all hires and other sums due to Owner and accounts receivable arising from the operation of the Vessel.

(vi)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate instructions and monitor performance.

Rig management will use its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

Page 8

expression " Legal Proceedings " shall include arbitration, civil, regulatory and criminal proceedings of all kinds, The handling of all such claims and legal matters shall always be consistent with the instructions and requirements of the Vessels' Protection & indemnity (P&l) club, Hull underwriters, or other insurers.

4.2

Marketing and Employment

The Manager shall carry out the following in connection with marketing and contract negotiations:

(i)

The Manager will on an ongoing basis have in place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management.

(ii)

The marketing plan shall Identify potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments.

(iv)

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

(viii)

The Manager shalt have no authority to contract or commit the Vessel on behalf of the Owner, or if the Vessel is contracted or committed no authority to enter into amendments or to cancel such contracts or commitments, without the prior written approval of the Owner, which the Owner shall have full liberty to withhold. The Manager shall in due time furnish the Owner with all information and documentation which the Owner needs to review and asses In order to decide whether or not to grant such approval. The Owner's prior written approval will generally be based on a decision made by Owner's board.

(ix)

(x)

Page 9

4.3

Insurance

4.3.1

General

The Manager shalt (unless otherwise specifically agreed) provide that the Vessel, at all times, is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel. Notwithstanding the foregoing, the Manager shall ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance (including Owner's owned subsea and drilling equipment) both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up / stacked mode as appropriate.

Liability insurance for Owner's personnel as appropriate under any applicable laws In respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or in financing agreements in force at any time.

AP premiums and deductibles in respect of the insurances referred to above shall be for the account of the Owner. The Owner shall be entitled to advise its insurers that the Vessel is managed by the Manager.

4.3.2

Additional or alternative insurances

The Manager shall, if requested in writing by the Owner, arrange at the Owner's expense insurances additional ar alternative to those specified in sub-Clause 4.3,1 above as may from time to lime be required by the Owner and agreed to by the Manager (such agreement not to be unreasonably withheld).

4.3.3

Employer's liability insurance

While the Manager shall carry all statutory employer's liability insurance to cover its employees in compliance with the laws of the flag state or of any state or territory In which the Vessel is, for the time being, employed, the Manager shall be entered as a noted interest in the Owner's insurances to ensure that the actions of such crew are insured at all times while working on or in relation to the Vessel.

4.3.4

Insurance Claims

Page 10

The Owner and the Manager agree to liaise with each other and co-operate in respect of all substantial insurance claims and to attempt to reach agreement on the conduct of such claims. For the purposes of this Clause, the term "substantier shall mean any single claim in excess of USD 500,000 or several claims exceeding an aggregate value of USD 1 million during a 12 month period.

SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shall:

(i)

Provide adequate and properly qualified and experienced Crew for the Vessel as required by the Owners and provide for arrangement of transportation of the Crew, including repatriation, training of the Crew, supervision of the efficiency of the Crew and administration of all other Crew matters such as planning for the manning of the Vessel, payroll arrangement, arrangements and administration of pensions and Crew Insurance, discipline and union negotiations, enforcement of appropriate standing orders.

(ii)

(iii)

Ensure at all times that it has an adequate pool of qualified personnel in accordance with normal personnel management policies available to cover the leave requirements of personnel, their sickness, injury or removal from the Vessel it they are reasonably considered by the Owners and / or the Operator to be unsuitable for the post held by them.

(iv)

Ensure that all personnel supplied by it in connection with this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, sate working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

If the Vessel is chartered out on a bareboat charterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

The Manager shall organize and implement the daily operations of the Vessel in compliance with any applicable drilling contract, the relevant laws and regulations, the Owner's corporate manuals, polices and procedures of the Company, and other applicable requirements.

Page 11

5.2

Technical assistance

5.3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel may be necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

5.5

Quality Assurance

5.6

Reporting of events

The Manager shall without undue delay after it has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time incidents;

(iii)

the occurrence of any default by any of the parties under any Employment Contract or any other relevant contract in respect of the Vessel;

(iv)

the occurrence of an event ar condition which would permit any party under an Employment Contract or any other contract in respect of the Vessel to terminate such contract; or in the case of the Employment Contracts place the Vessel on a materially reduced zero day rate for a period exceeding 48 hours;

(v)

any environmental event or accident, e.g. any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

Page 12

(vii)

any other claim exceeding USD 250,000, or if several claims, exceed an aggregate value of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire will be shown in the daily drilling reports provided to the Management.

MANAGERS USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS

MANAGEMENT FEE

7.1

The Management Fee

The Manager shall receive an annual management fee (the " Management Fee ") as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the " Services ").

7.2

Cost base for Management Fee

For the purposes of this Agreement, the term " Operating Costs " shall be defined as all operating costs incurred by the Manager in rendering the Services, including;

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs _; and

ail other of the Manager's direct and indirect operating costs attributable to the rendering of the Services, including other administrative costs related to the operation of the Manager's organization.

The Operating Costs shall not include costs directly attributable to the Manager's rendering of services to other customers than the Owner, including customers who are rig-owning Group Companies. The Operating Costs shall, however, include a proportionate share of the Manager's total indirect costs (overhead costs, etc.) attributable to its rendering of services to its customers, including indirect costs attributable to various vessels under the Manager's management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax.

For the purposes of this Agreement, " Pass-Through Costs " includes:

fees and other costs paid by the Manager with its own funds to third party sub-contractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under insurances covered by sub-Clauses 4.3.1 and 4.3.2 above if exceptionally paid by the Manager with its own funds; and

Vessel Operating Costs if exceptionally paid by the Manager with its own funds.

Page 13

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee: calculation and payment

The Manager shall each year prepare a complete budget over the Operating Costs and Pass-Through Costs for its activities in the subsequent year. The budget shall be based on an activity level corresponding to the current activity level, also in terms of the number of drilling vessels under the Manager's management (affecting the level of the Manager's Indirect costs), and on reasonable assumptions as to the development of the Manager's Operating Costs and Pass-Through Costs in the coming year.

The Owner undertakes to provide the Manager with such information on Its requirements for the Services as shall be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the coming year (the " Preliminary Fee ") shall then be calculated. The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 % mark-up; and

the budgeted Pass-Through Costs.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the actual Pass-Through Costs incurred by the Manager in the relevant year.

Page 14

If the Management Fee is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Positive Settlement Payment " by the Owner to the Manager. If the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a Negative Settlement Payment " by the Manager to the Owner, The Positive Settlement Payment or Negative Settlement Payment shall take place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited.

7.5

Adjustment of Management

Fee to satisfy transfer pricing requirements Both the Manager and the Owner has the right to demand an adjustment of the Management Fee, to the extent required in order for the Management Fee to satisfy the transfer pricing provisions applicable under the tax law of either party's tax jurisdiction. The party requiring such adjustment shall nobly the other party thereof in writing, no later than 60 days after the date when the Manager's annual accounts for the relevant year have been finalized and audited. Any such adjustment shall be settled by payment of the adjustment amount between the parties no later than 15 days after agreement on the adjustment amount has been reached.

OWNER'S EQUIPMENT

The Manager shall not dispose at any item of the Owner's equipment on the Vessel disposed / owned by the Owner having a value in excess of USD 250,000 in any 12 month period without review by Management or the Owner, except for in cases related to repair, testing or certification of equipment.

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts in respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested in it as aforesaid) be entitled (but not bound):

(i)

(ii)

to engage subcontractors for the performance of specific assignments;

(iii)

subject to sub-Clause 3.1,1, to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and

(iv)

to assist the Owner to the extent requested byte Owner in obtaining legal advice in relation to disputes or other legal matters affecting the interests of the Owner in respect of the Vessel related to the Construction Contract or potential other applicable contracts related to the Vessel, A copy of such advice shall be sent to the Owner as soon as possible after receipt thereof.

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

Page 15

From time to time the Manager may borrow funds from the Owner, and the Owner may borrow funds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general. Such intercompany bans shall bear interest at a rate corresponding to (i) the lender's average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (H) an additional flat profit margin of 0.25 per cent, The margin is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Manager shall be liable to pay of taxes, levies and charges Imposed by any taxing authority, including In all countries in which the Manager operates, which (i) are based on income, profit or gain Of any) derived from remuneration paid to the Manager under this Agreement, (ii) are imposed or assessed by any country in which the Manager is subject to tax by reason of the performance of services under this Agreement, or (iii) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

12.

CONSULTATION

Upon request try the Owner the Manager shall consult in detail with the Owner on any aspect of the management of the Vessel.

13.

DURATION AND TEAMINATiON

13.1

Duration

The Agreement shall be effective for a period up to 31st December 2020.

13.2

Termination

13.3

Effect of termination

If this Agreement is terminated the Manager shall (subject to completion of any subsisting drilling operations) redeliver the Vessel at the expense of the Owner to the Owner at such place as the Owner may request, provided that the Owner shall make pre-payment to the Manager of any costs to be incurred by the Manager In doing so. During such termination period the Manager will assist in full to compile final reports, immediately return all Vessel related documentation, transition to new

Page 16

managers and other assistance as may be reasonably required by the Owner and that tall within the scope of this Agreement.

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to all rights accrued due between the Manager and Owner prior to the date of termination.

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

The Owner and / or its duly appointed representatives shall have the right to undertake internal audits of its own companies and the Manager's costs reimbursed by the Owner of any and all documents and records relating to the Vessel and performance of services hereunder. The Manager will keep copies of all applicable documents and communications etc., and will permit the Owner and / or its duly appointed representative to inspect such records at such times as may be mutually agreed between the Parties during normal office hours of the Manager, and on prior agreement; provided, however, such right to audit shall terminate 24 months following the end of the calendar year during which any services was completed. Al audits and audited accounts relating to the management of the Vessel shall conform to Manager's own accounting standards and be certified and reviewed by the Manager's auditors.

14.2

Attendance / Supervision

The Owner, the Owner's representative and / or its duly appointed representatives shall have the right to attend and supervise the Vessel during all phases and periods when this Agreement is in force.

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign Its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

16.

EXCLUSION OF SET OFF

17.

INDEMNITY

Except as provided in below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, including officers or Crew member employed on

Page 17

the Vessel or in connection therewith, for any loss or damage arising directly or indirectly out of the performance by Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall Indemnify and hold harmless and defend Manager, its officers, directors, shareholders and employees against any and all claims and demands (including costs and reasonable attorneys fees of defending such claim or demand) and any other losses or liabilities arising directly or indirectly out of the performance by Manager of any of its duties in respect of the Vessel under this Agreement.

18.

FORCE MAJEURE

Neither Party shall be liable to the other Party for loss or damage resulting from delay or failure to perform this Agreement, or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes behind its control due to civil war, insurrections, strikes, riots, fires, goods, explosions, earthquakes, serious accidents, or any acts of God, or failure of transportation, epidemics, quarantine restrictions, or tabour trouble causing cessation, slowdown, or interruption of work. In the event that a situation giving rise to force majeure which prevents a Party from performing under this Agreement, the Parties shall confer as to the further fulfilment or termination of this Agreement.

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

21.

MODIFICATION OF AGREEMENT

No modification or any further representation, promise, or agreement In connection with subject matter under this Agreement shall be binding, unless made in writing and signed on behalf of the Parties by duty authorized representatives.

22.

CONFIDENTIALITY

Page 18

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party.

23.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English Law.

24.

ARBITRATION

All disputes arising out of this Agreement shall be arbitrated at London in the following manner. One arbitrator is to be appointed by each of the Parties hereto and a third by the two so chose, Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matter, Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof.

In the event that the Owner or the Manager shall state a dispute and designate an arbitrator, in writing, the other Party shall have thirty (30) days, excluding Saturdays, Sundays and legal holidays, to designate it's arbitrator, tailing which the appointed arbitrator can render an award hereunder.

Page 19

This Agreement is made in two (2) originals, one for each Party.

OCEAN RIG MANAGEMENT INC.		Drillship Kithera Owners Inc.

/s/ Dr Adriano Cefai		/s/ Elpiniki Fotiou
Dr Adriano Cefai		ELPINIKI FOTIOU - Director
DIRECTOR OMEGA SERVICES LIMITED 5/1 MERCHANTS STREET VALLETTA VLT 1171
OMEGA SERVICES LIMITED - Sole
Director

Page 20

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC .

AND

DRILLSHIP PAROS OWNERS INC .

Page 1

TABLE OF CONTENTS

1.	DEFINITIONS			4
2.	APPOINTMENT AND AUTHORISATION			5
3.	SCOPE OF WORK: ADMINISTRATIVE SERVICES			6
	3.1.	Finance / Treasury		6
		3.1.1	Management of monies	6
		3.1.2	Income collection	6
		3.1.3	Use of monies received	6
		3.1.4	Payment of wages, etc.	7
	3.2		Accounting, financial and reporting	7
		3.2.1	General	7
		3.2.2	Monthly reports	7
		3.2.3	Annual reports	7
		3.2.4.	Budgets	8
	3.3	Other administrative services		8
	3.4	Other reports		8
4.	SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES			8
	4.1	General Manager Responsibilities		8
	4.2	Marketing and Employment		9
	4.3	Insurance		10
		4.3.1	General	10
		4.3.2	Additional or alternative insurances	10
		4.3.3	Employer's liability insurance	10
		4.3.4	Insurance Claims	10
5.	SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES			11
	5.1	Personnel		11
	5.2	Technical assistance		12
	5.3	Change of registry		12
	5.4	Environment, safety and compliance with law		12
	5.5	Quality Assurance		12
	5.6	Reporting of events		12
6.	MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS			13
7.	MANAGEMENT FEE			13
	7.1	The Management Fee		13
	7.2	Cost base for Management Fee		13
	7.3	Preliminary Fee: calculation and payment		14
	7.4	Settlement of Management Fee		14

Page 2

	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements	15
8.	OWNER'S EQUIPMENT		15
9.	EMPLOYMENT OF AGENTS AND SUBCONTRACTORS		15
10.	LOANS BETWEEN THE OWNER AND THE MANAGER		15
11.	TAXES		16
12.	CONSULTATION		16
13.	DURATION AND TERMINATION		16
	13.1	Duration	16
	13.2	Termination	16
	13.3	Effect of termination	16
14.	AUDIT AND ATTENDANCE / SUPERVISION		17
	14.1	Audit	17
	14.2	Attendance / Supervision.	17
15.	ASSIGNMENT		17
16.	EXCLUSION OF SET OFF		17
17.	INDEMNITY		17
18.	FORCE MAJEURE		18
19.	SURVIVAL OF PROVISIONS		18
20.	COUNTERPARTS		18
21.	MODIFICATION OF AGREEMENT		18
22.	CONFIDENTIALITY		18
23.	GOVERNING LAW		19
24.	ARBITRATION		19

Page 3

MANAGEMENT AGREEMENT

THIS AGREEMENT (the " Agreement ") is dated the 17th day of April, 2014.

BETWEEN :

1.	Drillship Paros Owners Inc. of Marshall islands, having its principal executive offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (the " Owner "); and

Ocean Rig Management inc., a company Incorporated and existing under the laws of Marshall Islands of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, with maintaining a licensed shipping office in Greece at Omega Building, 80 Kiftsias Avenue, GR-151 25 Marousi, Athens Greece (the " Manager "),

collectively referred to as the " Parties ".

WHEREAS

A.	The Manager has expertise in managing the operation and marketing of drilling ships;

B.	The Owner will be the registered owner of the drilling ship "Ocean Rig Olympia" (the " Vessel ");

C.	The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

D.	The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows:

DEFINITIONS

In this Agreement (including the recitals) the following expressions have the following meanings:

" Administrative Services " means financing, treasury, accounting and other day-to-day services;

" Classification Society " means ABS, or any other classification society approved by the Owner in writing;

" Crew " means the officers and crew on the Vessel;

" Effective Date " means 3rd October 2013;

" Employment Contract " means any contract entered into from time to time with respect to the use and operations of the Vessel;

" Group " means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

" Group Companies " mean the members of the Group;

Page 4

" Group Company " means a member of the Group;

" Managemen t" means the management of Group Companies;

" Management Fee " has the meaning given to it in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Operating Costs " has the meaning given to It in sub-Clause 7.2;

" Operator " means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Driliship Pares Owners Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager _;

" Pass-Through Costs " has the meaning given to it in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it in sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to it in sub-Clause 7.1;

" SOX Comptiance " means public company accounting and investor protection requirements pursuant to the US Sarbanes-Oxley Act 2002;

" Vessel " means the drilling ship Ocean Rig Olympia;

" Vessel Operating Costs " has the meaning given to it in sub-Clause 3.1.3.

References to Clauses and sub-Clauses are, unless otherwise stated, references to Clauses and sub-Clauses of this Agreement.

Except where the context otherwise requires, references to any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect.

APPOINTMENT AND AUTHORISATION

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the Effective Date on the terms and conditions set forth in this Agreement.

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and in

Page 5

all such other matters as fall within the Scope of Work, but subject to instruction from Owner from time to time, or in respect of which the Manager is specifically authorised. Provided always that notwithstanding anything in this Agreement to the contrary, the Manager has in all cases a right and obligation immediately to perform such acts as cannot be postponed in order to safeguard the interests of the Owner or avert danger to life and health or damage to the Vessel, other property or the environment.

In the performance of this Agreement, the Manager shall be authorized to perform the services and to do ail such things or take all such actions related to such performance in accordance with technical and commercial industry standards. Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessel, as security for loans or other amounts due. To the extent permitted by law, the Manager will take all reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner.

SCOPE OF WORK: ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1

Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel.

3.1.2

Income collection

3.1.3

Use of monies received

The Manager shall ensure that all monies received in the Owner's account are employed to meet the expenses and disbursements in respect of the Vessel, its operation, and performance of work under Employment Contracts (the "Vessel Operating Costs"), including, but not limited to:

(i)

Page 6

(ii)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

insurance premiums;

(ix)

(x)

taxes and charges.

3.1.4

Payment of wanes, etc.

The Manager shall be responsible for paying (inter allay from Owner's designated accounts wages and carrying out all the duties incumbent on an employer with regard to official reports, withholding of taxes, payment of payroll tax and similar duties, holiday pay, personnel insurance, pension costs etc.

3.2

Accounting, financial and reporting

3.2.1

General

The Manager has in place an accounting system which meets the requirements of the Owner and provides regular accounting services, supply regular reports and records in accordance herewith and maintain the records of all costs and expenditures incurred hereunder as well as data necessary of proper for the settlement of accounts between the Parties. The Manager shall maintain its books, records (Including operational and technical records) and accounts in respect of the Vessel, its operation and management and all other relevant administrative functions in accordance with accepted accounting practices. The Manager will keep copies of all applicable documents, forms and third-party invoices etc.

3.2.2

Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures.

3.2.3

Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

Page 7

3.2.4

Budgets

The Manager shall prepare annual budgets for the Group, including operations of the Vessel by Owner and other companies involved in the operation of the Vessel, as required by Management.

3.3

Other administrative services

The Manager shall provide other general administrative services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf of the Owner, to conclude and execute any such contract, subject to the Owner's board approval (see sub-Clause 4.2 (viii) below). Whereas the Manager is obliged to use Its best efforts to seek such employment, the Owner acknowledges that such efforts may fail from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Manager's obligations under the Agreement and that the Manager's right to compensation under Clause 7 applies irrespective of whether the Manager, in any particular case, succeeds or tails to identify actual employment for the Vessel.

(ii)

Manager will use its best efforts to ensure that the Vessel will be employed in safe places /areas as this can be established by exercising its best efforts.

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment.

(iv)

To carry out all necessary communications with clients.

(v)

To invoice on behalf of Owner all hires and other sums due to Owner and accounts receivable arising from the operation of the Vessel.

(vi)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate instructions and monitor performance.

Rig management will use its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

Page 8

expression "Legal Proceedings" shall include arbitration, civil, regulatory and criminal proceedings of all kinds. The handling of all such claims and legal matters shall always be consistent with the instructions and requirements of the Vessels' Protection & indemnity (P&l) club, Hult underwriters, or other insurers.

4.2

Marketing and Employment

The Manager shall carry out the following in connection with marketing and contract negotiations:

(í)

The Manager will on an ongoing basis have in place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management.

(ii)

The marketing plan shall identify potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments.

(ív)

Based on the marketing plan, the Manager shall market the Vessel and identify suitable drilling contract opportunities for the Vessel, such efforts to be consistent with those made by the Manager in respect to other rigs of comparable capabilities managed by it. However, the Owner may at Its own discretion instruct the Manager to enter into specific bids on the Owner's financial terms for a bona fide drifting contract directly to an oil company.

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

(viii)

The Manager shall have no authority to contract or commit the Vessel on behalf of the Owner, or if the Vessel is contracted or committed no authority to enter into amendments or to cancel such contracts or commitments, without the prior written approval of the Owner, which the Owner shall have full liberty to withhold. The Manager shall in due time furnish the Owner with ail information and documentation which the Owner needs to review and asses In order to decide whether or not to grant such approval. The Owner's prior written approval will generally be based on a decision made by Owner's board.

(ix)

It is acknowledged that the Manager may also operate and market rigs owned by other Group Companies than the Owner and capable of competing with the Vessel The Manager shall be free to operate arid market such rigs (capable of competing with the Vessel) without (imitation or obligation to the Owner, provided that the Manager notifies the Owner immediately of any potential conflict.

(x)

Page 9

4.3

Insurance

4.3.1

General

The Manager shall (unless otherwise specifically agreed) provide that the Vessel, at all times, is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel, Notwithstanding the foregoing, the Manager shall ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance (including Owner's owned subsea and drilling equipment) both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up I stacked mode as appropriate.

Liability insurance for Owner's personnel as appropriate under any applicable laws in respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or In financing agreements in force at any time.

All premiums and deductibles in respect of the Insurances referred to above shall be for the account of the Owner. The Owner shall be entitled to advise its insurers that the Vessel is managed by the Manager.

4.32

Additional or alternative insurances

4.3.3

Employer's liability insurance

The Manager shall obtain and maintain during the period of this Agreement workers' compensation and employer's liability insurances as appropriate under any applicable Jaws in respect of the Manager's personnel provided under sub-Clause 5.1. It is agreed that all premiums and deductibles payable in respect of such insurances shall be considered as Operating Costs.

4.3.4

Insurance Claims

Page 10

The Owner and the Manager agree to liaise with each other and co-operate In respect of all substantial insurance claims and to attempt to reach agreement on the conduct of such claims. For the purposes of this Clause, the term "substantial" shall mean any single claim in excess of USE) 500,000 or several claims exceeding an aggregate value of USD 1 million during a 12 month period.

SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shalt:

(i)

(ii)

(iii)

(iv)

Ensure that ail personnel supplied by it in connection wfth this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, safe working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

If the Vessel is chartered out on a bareboat charterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

The Manager shall organize and implement the daily operations of the Vessel in compliance with any applicable drilling contract, the relevant laws and regulations, the Owner's corporate manuals, polices and procedures of the Company, and other applicable requirements.

Page 11

5.2

Technical assistance

5.3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel may be necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

The Manager shall conduct the operations In a safe and environmental manner and in compliance with ail applicable laws and regulations In the area of operations and the Manager's and / or Operators safety programs and quality assurance systems. The Manager shall further ensure that the Vessel complies with applicable laws and regulations in the country of registration. However, any risks and casts connected to any non-compliances shall be for Owners account.

5.5

Quality Assurance

The Manager undertakes to have in place an appropriate quality assurance system for the management of the Vessel and apply appropriate quality assurance principles and procedures (for all of the Manager's activities herein described) to no less extent than applied try the Manager for other projects of a similar nature. The Owner shall have the right to perform quality audits of the Manager's Quality Assurance System and practices during normal business hours subject to prior written request by the Owner.

5.6

Reporting of events

The Manager shall without undue delay after it has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time incidents;

(iii)

the occurrence of any default by any of the parties under any Employment Contract or any other relevant contract in respect of the Vessel;

(iv)

(v)

any environmental event or accident, e.g, any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

Page 12

(vii)

any other claim exceeding USD 250,000, or if several claims, exceed an aggregate value of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire will be shown in the daily drilling reports provided to the Management.

MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS

The Manager may at its own discretion enter into agreements with other Group Companies including, but not limited to, Ocean Rig UK Ltd., Ocean Rig Offshore Management Ltd., Ocean Rig Canada Inc , Ocean Rig North Sea AS and Ocean Rig UDW LLC to carry out parts of the scope of this Agreement.

MANAGEMENT FEE

7.1

The Management Fee

The Manager shalt receive an annual management fee (the " Management Fee ") as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the " Services ").

7.2

Cost base for Management Fee

For the purposes of this Agreement, the term " Operating Costs " shall be defined as all operating costs Incurred by the Manager in rendering the Services, including:

the Manager's salary costs, pension costs and other costs attributable to the Manager's employees engaged In performing the Services, but excluding Crew costs forming part of the Vessel Operating Costs;

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs; and

The Operating Costs shall not include costs directly attributable to the Manager's rendering of services to other customers than the Owner, including customers who are rig-owning Group Companies. The Operating Costs shall, however, include a proportionate share of the Manager's total indirect costs (overhead costs, etc.) attributable to its rendering of services to its customers, including indirect costs attributable to various vessels under the Managers management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax.

For the purposes of this Agreement, " Pass-Through Costs " includes:

fees and other costs paid by the Manager with its own funds to third party subcontractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under insurances covered by sub-Clauses 4.3.1 and 43.2 above if exceptionally paid by the Manager with its own funds; and

Vessel Operating Costs if exceptionally paid by the Manager with its own funds.

Page 13

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee: calculation and payment

The Owner undertakes to provide the Manager with such information on its requirements tor the Services as shall be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the coming year (the "Preliminary Fee") shall then be calculated. The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5% mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7% mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7% mark-up; and

the budgeted Pass-Through Costs.

The Preliminary Fee and the calculation thereof, as well as the budget on which the Preliminary Fee is based, shall be presented to the Owner each year. The Preliminary Fee shall be paid from the Owner to the Manager on a quarterly basis in advance, on 'I January, 1 April, 1 July and 1 October. Each of the quarterly amounts shall equal 25 % of the total Preliminary Fee for the relevant year.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5% mark-up;

the actual Pass-Through Costs incurred by the Manager in the relevant year.

Page 14

If the Management Fee is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Positive Settlement Payment " by the Owner to the Manager. If the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Negative Settlement Payment " by the Manager to the Owner. The Positive Settlement Payment or Negative Settlement Payment shall fake place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited.

7.5

Adjustment of Management Fee to satisfy transfer pricing requirements

Both the Manager and the Owner has the right to demand an adjustment of the Management Fee, to the extent required in order for the Management Fee to satisfy the transfer pricing provisions applicable under the tax law of either party's tax jurisdiction. The party requiring such adjustment shall notify the other party thereof in writing, no later than 60 days after the date when the Manager's annual accounts for the relevant year have been finalized and audited, Any such adjustment shall be settled by payment of the adjustment amount between the parties no later than 15 days after agreement on the adjustment amount has been reached.

OWNER'S EQUIPMENT

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts in respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested in it as aforesaid) be entitled (but not bound):

(i)

to employ, subject to Owner's prior written approval, on behalf of the Owner, any such agents or ship or insurance brokers as it may deem fa with liberty to appoint any associated company in any such capacity;

(ii)

to engage subcontractors for the performance of specific assignments;

(iii)

subject to sub-Clause 3.1.1, to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and

(iv)

to assist the Owner to the extent requested by the Owner in obtaining legal advice in relation to disputes or other legal matters affecting the interests of the Owner in respect of the Vessel related to the Construction Contract or potential other applicable contracts related to the Vessel, A copy of such advice shall be sent to the Owner as soon as possible after receipt thereof.

in the process of identifying a subcontractor, agent or consultant, the Manager shall use its best efforts to ensure that the chosen subcontractor, agent or consultant have the necessary skills to perform the service function subcontracted to it.

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

Page 15

From time to time the Manager may borrow funds from the Owner, and the Owner may borrow funds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general. Such intercompany loans shall bear interest at a rate corresponding to (i) the lender's average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (ii) an additional flat profit margin of 0.25 per cent. The margin Is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Manager shall be liable to pay all taxes, levies and charges Imposed by any taxing authority, including in all countries in which the Manager operates, which (i) are based on income, profit or gain (it any) derived from remuneration paid to the Manager under this Agreement, (ii) are Imposed or assessed by any country in which the Manager is subject to tax by reason of the performance of services under this Agreement, or (iii) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

12.

CONSULTATION

Upon request by the Owner the Manager shall consult In detail with the Owner on any aspect of the management of the Vessel.

13.

DURATION AND TERMINATION

13.1

Duration

The Agreement shall be effective for a period up to 31st December 2020.

13.2

Termination

13.3

Effect of termination

it this Agreement is terminated the Manager shall (subject to completion of any subsisting drilling operations) redeliver the Vessel at the expense of the Owner to the Owner at such place as the Owner may request, provided that the Owner shall make pre-payment to the Manager of any costs to be incurred by the Manager in doing so. During such termination period the Manager will assist in full to compile final reports, immediately return all Vessel related documentation, transition to new

Page 16

managers and other assistance as maybe reasonably required by the Owner and that fall within the scope of this Agreement.

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to all rights accrued due between the Manager and Owner prior to the date of termination.

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

The Owner and I or its duly appointed representatives shall have the right to undertake internal audits of its own companies and the Manager's costs reimbursed by the Owner of any and all documents and records relating to the Vessel and performance of services hereunder. The Manager will keep copies of all applicable documents and communications etc., and will permit the Owner and / or its duly appointed representative to inspect such records at such times as may be mutually agreed between the Parties during normal office hours of the Manager, and on prior agreement; provided, however, such right to audit shall terminate 24 months following the end of the calendar year during which any services was completed. All audits and audited accounts relating to the management of the Vessel shall conform to Manager's own accounting standards and be certified and reviewed by the Manager's auditors.

14.2

Attendance / Supervision

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

16.

EXCLUSION OF SET OFF

17.

INDEMNITY

Except as provided In below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, including officers or Crew member employed on

Page 17

the Vessel or in connection therewith, for any loss or damage arising directly or indirectly out of the performance by Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager of any of its obligations in respect of the Vessel under this Agreement, Owner shall indemnify and hold harmless and defend Manager, its officers, directors, shareholders and employees against any and all claims and demands (including costs and reasonable attorneys lees of defending such claim or demand) and any other losses or liabilities arising directly or indirectly out of the performance by Manager of any of its duties in respect of the Vessel under this Agreement.

The provisions of this Clause shall not apply with respect to any loss, damage, claim, demand, or liability if and to the extent that the same results from the Manager's, Its officers, its directors', or employees' gross negligence or wilful misconduct in the performance of its duties under this Agreement.

18.

FORCE MAJEURE

Neither Party shall be liable to the other Party for loss or damage resulting from delay or failure to perform this Agreement, or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes behind its control due to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or any acts of God, or failure of transportation, epidemics, quarantine restrictions, or labour trouble causing cessation, slowdown, or interruption of work. In the event that a situation giving rise to force majeure which prevents a Party from performing under this Agreement, the Parties shall confer as to the further fulfilment or termination el this Agreement.

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

21.

MODIFICATION OF AGREEMENT

22.

CONFIDENTIALITY

Page 18

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party.

23.

GOVERNING LAW

This Agreement shall be governed by and construed In accordance with English Law.

24.

ARBITRATION

All disputes arising out of this Agreement shall be arbitrated at London in the following manner. One arbitrator is to be appointed by each of the Parties hereto and a third by the two so chose. Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matter. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.

In the event that the Owner or the Manager shall state a dispute and designate an arbitrator, in writing, the other Party shall have thirty (30) days, excluding Saturdays, Sundays and legal holidays, to designate it's arbitrator, falling which the appointed arbitrator can render an award hereunder.

The arbitrators may grant any relief, and render an award, which they or a majority of them deem just and equitable and within the scope of the Agreement of the Parties, including but not limited to the posting of security. Awards pursuant to this Clause may include costs, including a reasonable allowance for attorneys' fees and Judgements may be entered upon any award made herein in any court having jurisdiction.

Page 19

This Agreement is made in two (2) originals, one for each Party.

OCEAN RIG MANAGEMENT INC.		Drillship Paros Owners Inc.

/s/ Dr Adriano Cefai		/s/ Elpiniki Fotiou
Dr ADRIANO CEFAI		ELPINIKI FOTIOU - Director
DIRECTOR OMEGA SERVICES LIMITED 5/1 MERCHANTS STREET VALLETTA VLT 1171
OMEGA SERVICES LIMITED - Sole
Director

Page 20

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC .

AND

OCEAN RIG 1 INC .

Page 1

TABLE OF CONTENTS

1.	DEFINITIONS			4
2.	APPOINTMENT AND AUTHORISATION			5
3.	SCOPE OF WORK: ADMINISTRATIVE SERVICES			6
	3.1.	Finance / Treasury		6
		3.1.1	Management of monies	6
		3.1.2	Income collection	6
		3.1.3	Use of monies received	6
		3.1.4	Payment of wages, etc.	7
	3.2	Accounting, financial and reporting		7
		3.2.1	General	7
		3.2.2	Monthly reports	7
		3.2.3	Annual reports	7
		3.2.4	Budgets	8
	3.3	Other administrative services		8
	3.4	Other reports		8
4.	SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES			8
	4.1	General Manager Responsibilities		8
	4.2	Marketing and Employment		9
	4.3	Insurance		10
		4.3.1	General	10
		4.3.2	Additional or alternative insurances	10
		4.3.3	Employer's liability insurance	10
		4.3.4	Insurance Claims	10
5.	SCOPE OF WORK TECHNICAL MANAGEMENT SERVICES			11
	5.1	Personnel		11
	5.2	Technical assistance		12
	5.3	Change of registry		12
	5.4	Environment, safety and compliance with law		12
	5.5	Quality Assurance		12
	5.6	Reporting of events		12
6.	MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS			13
7.	MANAGEMENT FEE			13
	7.1	The Management Fee		13
	7.2	Cost base for Management Fee		13
	7.3	Preliminary Fee: calculation and payment		14
	7.4	Settlement of Management Fee		14

Page 2

	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements	15
8.	OWNER'S EQUIPMENT		15
9.	EMPLOYMENT OF AGENTS AND SUBCONTRACTORS		15
10.	LOANS BETWEEN THE OWNER AND THE MANAGER		15
11.	TAXES		16
12.	CONSULTATION		16
13.	DURATION AND TERMINATION		16
	13.1	Duration	16
	13.2	Termination	16
	13.3	Effect of termination	16
14.	AUDIT AND ATTENDANCE / SUPERVISION		17
	14.1	Audit	17
	14.2	Attendance / Supervision	17
15.	ASSIGNMENT		17
16.	EXCLUSION OF SET OFF		17
17.	INDEMNITY		17
18.	FORCE MAJEURE		18
19.	SURVIVAL OF PROVISIONS		18
20.	COUNTERPARTS		18
21.	MODIFICATION OF AGREEMENT		18
22.	CONFIDENTIALITY		18
23.	GOVERNING LAW		19
24.	ARBITRATION		19

Page 3

MANAGEMENT AGREEMENT

THIS AGREEMENT (the " Agreement ") Is dated the 17th day of April, 2014.

BETWEEN:

Ocean Rig 1 Inc. of Marshall Islands, having its principal executive offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (the "Owner"): and

Ocean Rig Management Inc., a company incorporated and existing under the laws of Marshall Islands of Trust Company Complex, Ajeltake Road, Ajeltake island, Majuro, Marshall islands, with maintaining a licensed shipping office in Greece at Omega Building, 80 Kifisias Avenue, GR-151 25 Marousi, Athens Greece (the " Manager "), collectively referred to as the "Parties" .

WHEREAS

A.	The Manager has expertise in managing the operation and marketing of drilling ships;

B.	The Owner is the registered owner of the drilling unit Leiv Eiriksson (the " Vessel ");

C.	The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

D.	The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows;

DEFINITIONS

In this Agreement (includiing the recitals) the following expressions have the following meanings:

"Administrative Services" means financing, treasury, accounting and other day-to-day services:

"Classification Society" means DNV, or any other classification society approved by the Owner in writing;

"Crew" means the officers and crew on the Vessel;

"Effective Date" means 3rd October 2013;

"Employment Contract" means any contract entered into from time to time with respect to the use and operations of the Vessel;

"Group" means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

"Group Companies" mean the members of the Group;

Page 4

" Group Company " means a member of the Group;

" Management " means the management of Group Companies;

" Management Fee " has the meaning given to it in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Operating Costs " has the meaning given to it in sub-Clause 7.2;

" Operator " means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Ocean Rig 1 Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager;

" Pass-Through Costs " has the meaning given to it in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it in sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to It in sub-Clause 7.1;

" SOX Compliance " means public company accounting and investor protection requirements pursuant to the US Sarbanes-Oxley Act 2002;

" Vessel " means the semi submersible drilling unit Leiv Eiriksson;

" Vessel Operating Costs " has the meaning given to it in sub-Clause 3.1.3.

References to Clauses and sub-Clauses are, unless otherwise stated, references to Clauses and sub-Clauses of this Agreement.

Except where the context otherwise requires, references to,any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect.

APPOINTMENT AND AUTHORISATION

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the Effective Date on the terms and conditions set forth in this Agreement.

Page 5

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and in all such other matters as fall within the Scope of Work, but subject to Instruction from Owner from time to time, or in respect of which the Manager is specifically autthorised. Provided always that notwithstanding anything in this Agreement to the contrary, the Manager has in all cases a right and obligation immediately to perform such acts as cannot be postponed in order to safeguard the interests of the Owner or avert danger to life and health or damage to the Vessel, other property or the environment.

In the performance of this Agreement, the Manager shall be authorized to perform the services and to do all such things or take all such actions related to such performance in accordance with technical and commercial industry standards. Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessel, as security for loans or other amounts due. To the extent permitted by law, the Manager will take all reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner.

SCOPE OF WORK: ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1 Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel.

The Manager shall ensure that the Owner's funds are managed efficiently, including but not limited. to deposits on bank accounts, term deposits with banks and intercompany lending (i.e. with other Group Companies).

3.1.2 Income collection

The Manager shall collect all income and other receipts in respect of the Vessel for the account of the Owner and to be paid into the Owner's designated bank account without any deductions / set offs, unless collected by any of the Owner's lender(s) to whom such receipts are assigned In accordance with Clause 15 below. If any amount is paid to the Owner's lender(s) the amount shall, for the purposes of this Agreement and the Manager's obligations to account for the income from the Vessel to the Owner, be deemed to be a payment to the Owner.

3.1.3 Use of monies received

The Manager shall ensure that all monies received in the Owner's account are employed to meet the expenses and disbursements in respect of the Vessel, its operation, and performance of work under Employment Contracts (the 'Vessel Operating Costs"), including, but not limited to:

(i)

wages, recruitment expenses, social expenses, training, travelling and other employee

Page 6

expenses of, end costs of direct and indirect benefits that are granted to the Crew on the Vessel and the onshore base personnel;

(ii)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

Insurance premiums;

(ix)

(x)

taxes and charges.

2.1.4 Payment of wages etc.

3.2

Accounting, financial and reporting

3.2.1 General

The Manager has In place an accounting system which meets the requirements of the Owner and provides regular accounting services, supply regular reports and records in accordance herewith and maintain the records of all costs and expenditures Incurred hereunder as well as data necessary of proper for the settlement of accounts between the Parties. The Manager shall maintain its books, records (including operational and technical records) and accounts in respect of the Vessel, its operation and management and all other relevant administrative functions in accordance with accepted accounting practices. The Manager will keep copies of all applicable documents, forms and third-party Invoices etc.

3.2.2 Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures,

3.2.3 Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

Page 7

3.2.4 Budgets

The Manager shall prepare annual budgets for the Group, Including operations of the Vessel by
Owner and other companies Involved in the operation of the Vessel, as required by Management,

3.3

Other administrative services

The Manager shall provide other general administrativee services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf of the Owner, to conclude and execute any such contract, subject to the Owner's board approval (see sub-Clause 4.2 (viii) below), Whereas the Manager is obliged to use its best efforts to seek such employment, the Owner acknowledges that such efforts may fall from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Manager's obligations under the Agreement and that the Manager's right to compensation under Clause 7 applies irrespective of whether the Manager, in any particular case, succeeds or fails to identify actual employment for the Vessel.

(ii)

Manager will use its best efforts to ensure that the Vessel will be employed in safe places /areas as this can be established by exercising its best efforts,

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment.

(iv)

To carry out all necessary communications with clients

(v)

To invoice on behalf of Owner all hires and other sums due to Owner and accounts receivable arising from the operation of the Vessel.

(vl)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate instructions and monitor performance,

Rig management will use its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

Page 8

4.2

Marketing and Employment The Manager shall carry out the following in connection with marketing and contract negotiations:

(i)

The Manager will on an ongoing basis have in place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management..

(ii)

The marketing plan shall identify potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments.

(iv)

Based on the marketing plan, the Manager shall market the Vessel and identify suitable drilling contract opportunities for the Vessel, such efforts to be consistent with those made by the Manager in respect to other rigs of comparable capabilities managed by it. However, the Owner may at Its own discretion instruct the Manager to enter into specific bids on the Owner's financial terms for a bona fide drilling contract directly to an oil company.

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

(viii)

The Manager shall have no authority to contract or commit the Vessel on behalf of the Owner, or if the Vessel is contracted or committed no authority to enter Into amendments or to cancel such contracts or commitments, without the prior written approval of the Owner, which the Owner shall have full liberty to withhold. The Manager shall in due time furnish the Owner with all information and documentation which the Owner needs to review and asses in order to decide whether or not to grant such approval. The Owner's prior written approval wilt generally be based on a decision made by Owner's board.

(ix)

(x)

Page 9

4.3

Insurance

4.3.1 General

The Manager shall (unless otherwise specifically agreed) provide that the Vessel, at all times, Is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel. Notwithstanding the foregoing, the Manager shall ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance (including Owner's owned subsea and drilling equipment) both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up / stacked mode as appropriate.

Liability insurance for Owner's personnel as appropriate under any applicable laws in respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or in financing agreements in force at any time,

4.3.2 Additional or alternative insurances

4.3.3 Employer's liability insurance

While the Manager shall carry all statutory employer's liability insurance to cover its employees in compliance with 'the laws of the flag state or of any state or territory in which the Vessel is, for the time being, employed, the Manager shall be entered as a noted interest in the Owner's insurances to ensure that the actions of such crew are insured at all times while working on or in relation to the Vessel.

The Manager shall obtain and maintain during the period of this Agreement workers' compensation and employees liability insurances as appropriate under any applicable laws in respect of the Manager's personnel provided under sub-Clause 5.1. it Is agreed that all premiums and deductibles payable in respect of such insurances shall be considered as Operating Costs.

4.3.4 Insurance Claims

Page 10

process, take any material action in the course of litigation, make any admission or waive any right or agree or purport to agree to settle. ar compromise any claim on behalf of the Owner without the Owner's prior written consent.

The Owner and the Manager agree to liaise with each other and co-operate in respect of all substantial insurance claims and to attempt to reach agreement on the conduct of such claims. For the purposes of this Clause, the term "substantlar shall mean any single claim in excess of USD 500,000 or several claims exceeding an aggregate value of USD 1 million during a 12 month period.

SCOPE OF WORK TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shall:

(i)

(ii)

(iii)

Ensure at all times that It has an adequate pool of qualified personnel in accordance with normal personnel management policies available to cover the leave requirements of personnel, their sickness, injury or removal from the Vessel if they are reasonably considered by the Owners and / or the Operator to be unsuitable for the post held by them.

(iv)

Ensure that all personnel supplied by it in connection with this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, safe working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

If the Vessel is chartered out on a bareboat cherterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

The Manager shall organize and implement the daily operations of the Vessel in compliance with any applicable drilling contract, the relevant laws and regulations, the Owner's corporate manuals, polices and procedures of the Company, and other applicable requirements.

Page 11

5.2

Technical assistance

5.3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel may be necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

5.5

Quality Assurance

5.6 Reporting of events

The Manager shall without undue delay after it has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time incidents;

(iii)

the occurrence of arty default by any of the parties under any Employment Contract or any other relevant contract in respect of the Vessel;

(iv)

the occurrence of an event or condition which would permit any party under an Employment Contract or any other contract in respect of the Vessel to terminate such contract or to the case of the Employment Contracts place the Vessel on a materially reduced zero day rate for a period exceeding 48 hours;

(v)

any environmental event or accident, e.g. any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

total loss of the Vessel or damage thereof requiring repairs, the cost of which is likely to exceed USD 250,000 for one single damage or, If several damages, likely to exceed an aggregate value of USD 500,000 during a 12 month period;

Page 12

(vii)

any other claim exceeding USD 250,000, or if several claims, exceed an aggregate value of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire will be shown In the daily drilling reports provided to the Management.

MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS

The Manager may at its own discretion enter into agreements with other Group Companies including, but not limited to, Ocean Rig UK Ltd., Ocean Rig Offshore Management Ltd" Ocean Rig Canada Inc., Ocean Rig North Sea AS and Ocean Rig UDW LLC to carry out parts of the scope of this Agreement.

MANAGEMENT FEE

7.1

The Management Fee

The Manager shall receive an annual management fee (the " Management Fee ") as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the " Services "),

7.2

Cost base for Management Fee

For the purposes of this Agreement, the term " Operating Costs " shall be defined as all operating costs incurred by the Manager In rendering the Services, including:

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs; and

The Operating Costs shall not include costs directly attributable to the Manager's rendering of services to other customers than the Owner, including customers who are rig-owning Group Companies, The Operating Costs shall; however, include a proportionate share of the Manager's total indirect costs (overhead costs, etc.) attributable to its rendering of services to its customers, including indirect costs attributable to various vessels under the Manager's management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax.

For the purposes of this Agreement, " Pass-Through Costs " includes:

fees and other costs paid by the Manager with its own funds to third party sub-contractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under insurances covered by sub-Clauses 4.3.1 and 4,3.2 above if exceptionally paid by the Manager with Its own funds; and

Vessel Operating Costs if exceptionally paid by the Manager with its own funds.

Page 13

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee; calculation and payment

The Manager shall each year prepare a complete budget over the Operating Costs and Pass-Through Costs for its activities In the subsequent year. The budget shall be based on an activity level corresponding to the current activity level, also in terms of the number of drilling vessels under the Manager's management (affecting the level of the Manager's indirect costs), and on reasonable assumptions as to the development of the Manager's Operating Costs and Pass-Through Costs in the coming year.

The Owner undertakes to provide the Manager with such information on its requirements for the Services as shall be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the corning year (the " Preliminary Fee ") shall then be calculated. The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 % mark-up; and

the budgeted Pass-Through Costs,

The Preliminary Fee and the calculation thereof, as well as the budget on which the Preliminary Fee is based, shalt be presented to the Owner each year. The Preliminary Fee shall be paid from the Owner to the Manager on a quarterly basis in advance, on 1 January, 1 April, 1 July and 1 October. Each of the quarterly amounts shall equal 25 % of the total Preliminary Fee for the relevant year.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % Mark-up;

the actual Pass-Through Costs incurred by the Manager in the relevant year.

Page 14

If, exceptionally, a part of the actual Operating Costs have been covered by the Manager using the Owners funds ("Owner Covered Operating Costs") the Management Fee shall be reduced by an amount equal to the Owner Covered Operating Costs.

If the Management Fee Is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Positive Settlement Payment " by the Owner to the Manager. If the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a "Negative Settlement Payment" by the Manager to the Owner. The Positive Settlement Payment or Negative Settlement Payment shall take place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited.

7.5

Adjustment of Management Fee to satisfy transfer pricing requirements

Both the Manager and the Owner has the right to demand an adjustment of the Management Fee, to the extent required in order for the Management Fee to satisfy the transfer pricing provisions applicable under the tax law of either party's tax jurisdiction, The party requiring such adjustment shall notify the other party thereof in writing, no later than 60 days after the date when the Manager's annual accounts for the relevant year have been finalized and audited. Any such adjustment shall be settled by payment of the adjustment amount between the parties no later than 15 days after agreement on the adjustment amount has been reached,

OWNER'S EQUTPMENT

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts in respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested In it as aforesaid) be entitled (but not bound):

(i)

to employ, subject to Owner's prior written approval, on behalf of the Owner, any such agents or ship or insurance brokers as It may deem fit with liberty to appoint any associated company in any such capacity;

(ii)

to engage subcontractors for the performance of specific assignments;

(iii)

subject to sub-Clause 3.1.1, to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and

(iv)

to assist the Owner to the extent requested by the Owner in obtaining legal advice In relation to disputes or other legal matters affecting the interests of the Owner in respect of the Vessel related to the Construction Contract or potential other applicable contracts related to the Vessel. A copy of such advice shall be sent to the Owner as soon as possible after receipt thereof.

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

Page 15

From time to time the Manager may borrow funds from the Owner, and the Owner may borrowfunds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general. Such intercompany loans shall bear interest at a rate corresponding to (i) the lender's average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (ii) an additional flat profit margin of 0,25 per cent. The margin is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Owner shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including but not limited to that of the country in which the Vessel Is operating, which (i) are based on Income, profits or gain deriving from the operation or sale of the Vessel and which are imposed or assessed by any country in which the Owner is subject to tax by reason of the operation of the Vessel, or (ii) are imposed or assessed by the government of the country under which the Owner is organised, or any political sub-division thereof, or (ill) otherwise result from the ownership or operation of the Vessel or the business operations of the Owner.

The Manager shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including in all countries in which the Manager operates, which (i) are based on income, profit or gain Of any) derived from remuneration paid to the Manager under this Agreement, (ii) are imposed or assessed by any country in which the Manager is subject to tax by reason of the performance of services under this Agreement, or (iii) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

12.

CONSULTATION

Upon request by the Owner the Manager shall consult in detail with the Owner on any aspect of the management of the Vessel.

13.

DURATION AND TERMINATION

13.1

Duration

The Agreement shall be effective for a period up to 31st December 2020.

13.2

Termination

The Owner shall be entitled to terminate the Agreement with immediate effect by notice In writing if the Manager materially breaches any of its material obligations under this Agreement and such breach is due to the Manager's gross negligence or willful misconduct.

13.3

Effect of termination

If this Agreement is terminated the Manager shall (subject to completion of any subsisting drilling operations) redeliver the Vessel at the expense of the Owner to the Owner at such place as the Owner may request, provided that the Owner shall make pre-payment to the Manager of any costs to be incurred by the Manager in doing so, During such termination period the Manager will assist in full to compile final reports, immediately return all Vessel related documentation, transition to new

Page 16

managers and other assistance as may be reasonably required by the Owner and that tali within the scope of this Agreement.

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to ail rights accrued due between the Manager and Owner prior to the date of termination.

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

The Owner and / or its duly appointed representatives shall have the right to undertake internal audits of its own companies and the Manager's costs reimbursed by the Owner of any and all documents and records relating to the Vessel and performance of services hereunder, The Manager will keep copies of all applicable documents and communications etc., and will permit the Owner and / or its duly appointed representative to inspect such records at such times as may be mutually agreed between the Parties during normal office hours of the Manager, and on prior agreement; provided, however, such right to audit shall terminate 24 months following the end of the calendar year during which any services was completed. All audits and audited accounts relating to the management of the Vessel shall conform to Manager's own accounting standards and be certified and reviewed by the Manager's auditors.

14.2

Attendance/ Supervision

The Owner, the Owner's representative and / or its duly appointed representatives shall have the right to attend and supervise the Vessel during all phases and periods when this Agreement is in force

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

16.

EXCLUSION OF SET OFF

The Manager agrees that It shall not be entitled to any right of set off against the Owner in respect of any monies received by it on behalf of the Owner except as specifically authorised by this Agreement or otherwise in writing by the Owner.

17.

INDEMNITY

Except as provided in below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, including officers or Crew member employed on

Page 17

the Vessel or in connection therewith, for any loss or damage arising directly or Indirectly out of the performance by Manager of any of Its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager, its officers, directors, shareholders and employees against any and all claims and demands (including costs and reasonable attorneys fees of defending such claim or demand) and any other losses or liabilities arising directly or indirectly out of the performance by Manager of any of its duties in respect of the Vessel under this Agreement.

The provisions of this Clause shall not apply with respect to any loss, damage, claim, demand, or liability if and to the extent that the same results from the Manager's, its officers, its directors', or employees' gross negligence or:wilful misconduct In the performance of its duties under this Agreement.

18.

FORCE MAJEURE

Neither Party shall be liable to the other Party for loss or damage resulting from delay or failure to perform this Agreement, or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes behind its control due to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or any acts of God, or failure of transportation, epidemics, quarantine restrictions, or labour trouble causing cessation, slowdown, or interruption of work. In the event that a situation giving rise to force majeure which prevents a Party from performing under this Agreement, the Parties shall confer as to the further fulfilment or termination of this Agreement.

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

21.

MODIFICATION OF AGREEMENT

22.

CONFIDENTIALITY

Page 18

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party.

Except as may be required by applicable taw, any non-public or confidential information relating to the business or affairs of the Manager and I or the Manager's principals obtained by the Owner or the Owner's principals in the performance of this Agreement shall be kept strictly confidential.

23.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English Law.

24.

ARBiTRATION

All disputes arising out of this Agreement shall be arbitrated at London in the following manner, One arbitrator is to be appointed by each of the Parties hereto and a third by the two so chose. Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matter, Such arbitration is to be conducted In accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof.

in the event that the Owner or the Manager shall state a dispute and designate an arbitrator, in writing, the other Party shall have thirty (30) days, excluding Saturdays, Sundays and legal holidays, to designate it's arbitrator, failing which the appointed arbitrator can render an award hereunder.

Page 19

This Agreement is made in two (2) originals, one for each Party.

OCEAN RIG MANAGEMENT INC.		OCEAN RIG 1 INC.

/s/ Dr Adriano Cefai		/s/ Elpiniki Fotiou
DR ADRIANO CEFAI		ELPINIKI FOTIOU - DIRECTOR
DIRECTOR OMEGA SERVICES LIMITED 5/1 MERCHANTS STREET VALLETTA VLT 1171
OMEGA SERVICES LIMITED - Sole
Director

Page 20

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC .

AND

OCEAN RIG 2 INC .

Page 1

TABLE OF CONTENTS

1.	DEFINITIONS			4
2.	APPOINTMENT AND AUTHORISATION			5
3.	SCOPE OF WORK: ADMINISTRATIVE SERVICES			6
	3.1.	Finance / Treasury		6
		3.1.1	Management of monies	6
		3.1.2	Income collection	6
		3.1.3	Use of monies received	6
		3.1.4	Payment of wages, etc.	7
	3.2	Accounting, financial and reporting		7
		3.2.1	General	7
		3.2.2	Monthly reports	7
		3.2.3	Annual reports	7
		3.2.4	Budgets	8
	3.3	Other administrative services		8
	3.4	Other reports		8
4.	SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES			8
	4.1	General Manager Responsibilities		8
	4.2	Marketing and Employment		9
	4.3	Insurance		10
		4.3.1	General	10
		4.3.2	Additional or alternative insurances	10
		4.3.3	Employer's liability insurance	10
		4.3.4	Insurance Claims	10
5.	SCOPE OF WORK TECHNICAL MANAGEMENT SERVICES			11
	5.1	Personnel		11
	5.2	Technical assistance		12
	5.3	Change of registry		12
	5.4	Environment, safety and compliance with law		12
	5.5	Quality Assurance		12
	5.6	Reporting of events		12
6.	MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS			13
7.	MANAGEMENT FEE			13
	7.1	The Management Fee		13
	7.2	Cost base for Management Fee		14
	7.3	Preliminary Fee: calculation and payment		14
	7.4	Settlement of Management Fee

Page 2

	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements	15
8.	OWNER'S EQUIPMENT		15
9.	EMPLOYMENT OF AGENTS AND SUBCONTRACTORS		15
10.	LOANS BETWEEN THE OWNER AND THE MANAGER		15
11.	TAXES		16
12.	CONSULTATION		16
13.	DURATION AND TERMINATION		16
	13.1	Duration	16
	13.2	Termination	16
	13.3	Effect of termination	16
14.	AUDIT AND ATTENDANCE / SUPERVISION		17
	14.1	Audit	17
	14.2	Attendance / Supervision	17
15.	ASSIGNMENT		17
16.	EXCLUSION OF SET OFF		17
17.	INDEMNITY		17
18.	FORCE MAJEURE		18
19.	SURVIVAL OF PROVISIONS		18
20.	COUNTERPARTS		18
21.	MODIFICATION OF AGREEMENT		18
22.	CONFIDENTIALITY		18
23.	GOVERNING LAW		19
24.	ARBITRATION		19

Page 3

MANAGEMENT AGREEMENT

THIS AGREEMENT (the " Agreement ") is dated the 17th day of April, 2014.

BETWEEN:

Ocean Rig 2 Inc. of Marshall Islands, having its principal executive offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majura, Marshall islands (the " Owner ") ; and

collectively referred to as the " Parties " .

WHEREAS

A.	The Manager has expertise in managing the operation and marketing of drilling ships;

B.	The Owner is the registered owner of the drilling unit Eirik Raude (the " Vessel ") ;

C.	The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

D.	The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows:

DEFINITIONS

In this Agreement (including the recitals) the following expressions have the following meanings:

" Administrative Services " means financing, treasury, accounting and other day-to-day services;

" Classification Society " means INV, or any other classification society approved by the Owner in writing;

" Crew " means the officers and crew on the Vessel;

" Effective Date " means 3rd October 2013;

" Employment Contract " means any contract entered into from time to time with respect to the use and operations of the Vessel;

" Group " means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

" Group Companies " mean the members of the Group;

Page 4

" Group Company " means a member of the Group;

" Management " means the management of Group Companies;

" Management Fee " has the meaning given to it in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Operating Costs " has the meaning given to it in sub-Clause 7.2;

" Operator " means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Ocean Rig 2 Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager;

" Pass-Through Costs " has the meaning given to it in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it In sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to it in sub-Clause 7.1;

" SOX Compliance " means public company accounting and investor protection requirements pursuant to the US Sarbanes-Oxley Act 2002;

" Vessel " means the semi submersible drilling unit Eirik Raude;

" Vessel Operating Costs " has the meaning given to it in sub-Clause 3.1.3;

References to Clauses and sub-Clauses are, unless otherwise stated, references to Clauses and sub-Clauses of this Agreement.

Except where the context otherwise requires, references to any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect.

APPOINTMENT AND AUTHORISATION

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the Effective Date on the terms and conditions set forth in this Agreement.

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and in

Page 5

In the performance of this Agreement, the Manager shall be authorized to perform the services and to do all such things or take all such actions related to such performance in accordance with technical and commercial industry standards. Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessel, as security for loans or other amounts due. To the extent permitted by law, the Manager will take all reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner.

SCOPE OF WORK ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1 Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel.

The Manager shall ensure that the Owner's funds are managed efficiently, including but not limned to deposits on bank accounts, term deposits with banks and intercompany lending (i.e., with other Group Companies).

3.1.2 Income collection

The Manager shall collect all income and other receipts in respect of the Vessel for the account of the Owner and to be paid into the Owner's designated bank account without any deductions / set offs, unless collected by any of the Owner's lender(s) to whom such receipts are assigned in accordance with Clause 15 below. If any amount is paid to the Owner's lender(s) the amount shall, for the purposes of this Agreement and the Manager's obligations to account for the income trom the Vessel It the Owner, be deemed to be a payment to the Owner.

3.1.3 Use of monies received

The Manager shall ensure that all monies received in the Owner's account are employed to meet the expenses and disbursements in respect of the Vessel, its operation, and performance of work under Employment Contracts (the "Vessel Operating Costs"), including, but not limited to: (i)

(i)

Page 6

(ii)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

insurance premiums;

(ix)

(x)

taxes and charges.

3.1.4 Payment of wages, etc.

The Manager shall be responsible for paying (inter aria) from Owner's designated accounts wages and carrying out all the duties incumbent on an employer with regard to official reports, withholding of taxes, payment of payroll tax and similar duties, holiday pay, personnel insurance, pension costs etc.,

3.2

Accounting, financial and reporting

3.2.1 General

3.2.2 Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures.

3.2.3 Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

Page 7

3.2.4 Budgets

The Manager shall prepare annual budgets for the Group, including operations of the Vessel by Owner and other companies involved in the operation of the Vessel, as required by Management.

3.3

Other administrative services

The Manager shall provide other general administrative services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf of the Owner, to conclude and execute any such contract, subject to the Owner's board approval (see sub-Clause 4.2 (viii) below), Whereas the Manager is obliged to use its best efforts to seek such employment, the Owner acknowledges that such efforts may fail from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Manager's obligations under the Agreement and that the Manager's right to compensation under Clause 7 applies Irrespective of whether the Manager, in any particular case, succeeds or fails to identity actual employment for the Vessel.

(ii)

Manager will use its best efforts to ensure that the Vessel will be employed in safe places /areas as this can be established by exercising its best efforts.

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment.

(iv)

To carry out all necessary communications with clients

(v)

To invoice on behalf of Owner all hires and other sums due to Owner and accounts receivable arising from the operation of the Vessel.

(vi)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate Instructions and monitor performance.

Rig management will use its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

With prior consent of Owner, to institute, defend, Intervene in, settle, compromise or abandon any legal proceedings by or against Owner or by or against the Vessel or which in any way concerns the Vessel, their freight, earnings and disbursements or concerning the crews and officers on board the Vessel and for the purposes of this clause the

Page 8

expression "Legal Proceedings" shall include arbitration, civil, regulatory and criminal proceedings of all kinds, The handling of at such claims and legal matters shall always be consistent with the instructions and requirements of the Vessels' Protection & Indemnity (P&I) club, Hut underwriters, or other insurers .

4.2

Marketing and Employment

The Manager shall carry out the following in connection with marketing and contract negotiations:

(i)

The Manager wit on an ongoing basis have in place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management.

(ii)

The marketing plan shall identify potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments.

(iv)

Based on the marketing plan, the Manager shall market the Vessel and identify suitable drilling contract opportunities for the Vessel; such efforts to be consistent with those made by the Manager in respect to other rigs of comparable capabilities managed by it. However, the Owner may at Its own discretion instruct the Manager to enter into specific bids on the Owner's financial terms for a bona fide drilling contract directly to an oil company.

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

The Owner agrees to co-operate to the extent reasonably required by the Manager in respect of tenders to potential clients within any reasonable time limit, The Manager shall be responsible for coordinating and preparing all tenders.

(viii)

The Manager shall have no authority to contract or commit the Vessel on behalf of the Owner, or it the Vessel is contracted or committed no authority to enter into amendments or to cancel such contracts or commitments, without the prior written approval of the Owner, which the Owner shall have full liberty to withhold. The Manager shall in due time furnish the Owner with all information and documentation which the Owner needs to review and asses in order to decide whether or not to grant such approval. The Owner's prior written approval will generally be based on a decision made by Owners board.

(ix)

(x)

Page 9

4.3

Insurance

4.3.1 General

The Manager shall (unless otherwise specifically agreed) provide that the Vessel, at all times, is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel. Notwithstanding the foregoing, the Manager shalt ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance {including Owner's owned subsea and drifting equipment) both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up / stacked mode as appropriate.

Liability insurance for Owner's personnel as appropriate under any applicable laws in respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or in financing agreements in force at any time.

All premiums and deductibles in respect of the insurances referred to above shall be for the account of the Owner, The Owner shall be entitled to advise its insurers that the Vessel is managed by the Manager.

4.3.2 Additional or alternative insurances

The Manager shall, if requested in writing by the Owner, arrange at the Owner's expense insurances additional or alternative to those specified in sub-Clause 4.3.1 above as may from time to time be required by the Owner and agreed to try the Manager (such agreement not to be unreasonably withheld).

4.3.3 Employer's liability insurance

While the Manager shall carry all statutory employer's liability insurance to cover its employees in compliance with the laws of the flag state or of any state or territory in which the Vessel is, for the time being, employed, the Manager shall be entered as a noted interest in the Owner's Insurances to ensure that the actions of such crew are insured at all times while working on or in relation to the Vessel.

4.3.4 Insurance Claims

Page 10

The Owner and the Manager agree to liaise with each other and co-operate in respect of all substantial insurance claims and to attempt to reach agreement on the conduct of such claims, For the purposes of this Clause, the term "substantial" shall mean any single claim in excess of USD 500,000 or several claims exceeding an aggregate value of USG 1 million during a 12 month period.

SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shall:

(i)

Provide adequate and properly qualified and experienced Crew for the Vessel as required by the Owners and provide for arrangement of transportation of the Crew, including repatriation, training of the Crew, supervision of the efficiency of the Grew and administration of all other Crew matters such as planning for the manning of the Vessel, payroll arrangement, arrangements and administration of pensions and Crew insurance, discipline and union negotiations, enforcement of appropriate standing orders.

(ii)

(iii)

Ensure at all tunes that it has an adequate pool of qualified personnel in accordance with normal personnel management policies available to cover the leave requirements of personnel, their sickness, injury or removal from the Vessel if they are reasonably considered by the Owners and / or the Operator to be unsuitable for the post held by them.

(iv)

Ensure that all personnel supplied by it in connection with this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, safe working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

If the Vessel is chartered out on a bareboat charterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

Page 11

5.2

Technical assistance

The Manager shall provide technical assistance to the operations of the Vessel to ensure proper maintenance, engineering, compliance with laws and regulations, and to meet other requirements as referred to In the Owner's corporate manuals, policies and procedures.

5.3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel maybe necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

The Manager shall conduct the operations in a safe and environmental manner and in compliance with all applicable laws and regulations in the area of operations and the Managers and / or Operator's safety programs and quality assurance systems. The Manager shall further ensure that the Vessel complies with applicable laws and regulations in the country of registration, However, any risks and costs connected to any non-compliances shall be for Owners account.

5.5

Quality Assurance

5.6

Reporting of events

The Manager shall without undue delay after it has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time incidents:

(iii)

the occurrence of any default by any of the parties under any Employment Contract or any other relevant contract in respect of the Vessel;

(iv)

(v)

any environmental event or accident, e.g. any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

Page 12

(vii)

any other claim exceeding USD 250,000, or if several claims, exceed an aggregate value of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire will be shown in the daily drilling reports provided to the Management.

MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS

MANAGEMENT FEE

7.1

The Management Fee

The Manager shall receive an annual management fee (the " Management Fee ") as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the " Services ") .

7.2

Cost base for Management Fee

For the purposes of this Agreement, the term " Operating Costs " shall be defined as all operating costs incurred by the Manager in rendering the Services, including:

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs; and

The Operating Costs shall not Include costs directly attributable to the Manager's rendering of services to other customers than the Owner, Including customers who are rig-owning Group Companies. The Operating Costs shall, however, include a proportionate share of the Manager's total indirect costs (overhead costs, etc.) attributable to its rendering of services to its customers, including indirect costs attributable to various vessels under the Manager's management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax,

For the purposes of this Agreement, " Pass-Through Costs " includes:

fees and other costs paid by the Manager with its own funds to third party sub-contractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under insurances covered by sub-Clauses 4.3.1 and 4.3.2 above if exceptionally paid by the Manager with its own funds; and

Vessel Operating Costs if exceptionally paid by the Manager with its own funds.

Page 13

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee: calculation and payment

The Manager shall each year prepare a complete budget over the Operating Costs and Pass-Through Costs for its activities in the subsequent year. The budget shalt be based on an activity level corresponding to the current activity level, also in terms of the number of drilling vessels under the Manager's management (affecting the level of the Manager's indirect costs), and on reasonable assumptions as to the development of the Manager's Operating Casts and Pass-Through Costs in the coming year.

The Owner undertakes to provide the Manager with such information on its requirements for the Services as shall be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the coming year (the " Preliminary Fee ") shall then be calculated, The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 % mark-up; and

the budgeted Pass-Through Costs.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the actual Pass-Through Costs Incurred by the Manager in the relevant year.

Page 14

If the Management Fee is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Positive Settlement Payment " by the Owner to the Manager. If the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Negative Settlement Payment " by the Manager to the Owner. The Positive Settlement Payment or Negative Settlement Payment shall take place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited.

7.5

Adjustment of Management Fee to satisfy transfer pricing requirements

OWNER'S EQUIPMENT

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts in respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested in it as aforesaid) be entitled (but not bound):

(i)

(ii)

to engage subcontractors for the performance of specific assignments;

(iii)

subject to sub-Clause 3.1.1. to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and

(iv)

to assist the Owner to the extent requested by the Owner In obtaining legal advice in relation to disputes or other legal matters affecting the Interests of the Owner in respect of the Vessel related to the Construction Contract or potential other applicable contracts related to the Vessel, A copy of such advice shall be sent to the Owner as soon as possible after receipt thereof.

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

Page 15

From time to time the Manager may borrow funds from the Owner, and the Owner may borrow funds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general. Such intercompany loans shall bear interest at a rate corresponding to (I) the lender's average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (if) an additional flat profit margin of 0.25 per cent, The margin is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Manager shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including in all countries in which the Manager operates, which (i) are based on income, profit or gain (if any) derived from remuneration paid to the Manager under this Agreement, (ii) are imposed or assessed by any country in which the Manager is subject to tax by reason of the performance of services under this Agreement, or (iii) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

12.

CONSULTATION

Upon request by the Owner the Manager shall consult in detail with the Owner on any aspect of the management of the Vessel.

13.

DURATION AND TERMINATION

13.1

Duration

The Agreement shall be effective for a period up to 31st December 2020.

13.2

Termination

The Owner shall be entitled to terminate the Agreement with immediate effect by notice in writing it the Manager materially breaches any of its material obligations under this Agreement and such breach is due to the Manager's gross negligence or willful misconduct.

13.3

Effect of termination

Page 16

managers and other assistance as may be reasonably required by the Owner and that fall within the scope of this Agreement.

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to all rights accrued due between the Manager and Owner prior to the date of termination.

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

The Owner and / or its duly appointed representatives shall have the right to undertake internal audits of its own companies and the Manager's costs reimbursed by the Owner of any and all documents and records relating to the Vessel and performance of services hereunder. The Manager will keep copies of all applicable documents and communications etc., and will permit the Owner and / or its duly appointed representative to inspect such records at such times as may be mutually agreed between the Parties during normal office hours of the Manager, and on prior agreement; provided, however, such right to audit shalt terminate 24 months following the end of the calendar year during which any services was completed. All audits and audited accounts relating to the management of the Vessel shall conform to Manager's own accounting standards and be certified and reviewed by the Manager's auditors.

14.2

Attendance/Supervision

The Owner, the Owner's representative and / or its duly appointed representatives shall have the right to attend and supervise the Vessel during all phases and periods when this Agreement is in force

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

Either Party may assign Its rights hereunder to any Group Company designated by it provided that the Party effecting the assignment shall remain responsible for the proper performance of this Agreement and provided that the assignee is not a competitor of either Party.

16.

EXCLUSION OF SET OFF

17.

INDEMNITY

Except as provided in below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, including officers or Crew member employed on

Page 17

the Vessel or in connection therewith, for any loss or damage arising directly or indirectly out of the performance by Manager of any of its obligations in respect of the Vessel under this Agreement, Owner shall indemnify and hold harmless and defend Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager, its officers, directors, shareholders and employees against any and all claims and demands (including costs and reasonable attorneys fees of defending such claim or demand) and any other losses or liabilities arising directly or indirectly out of the performance by Manager of any of its duties in respect of the Vessel under this Agreement.

18.

FORCE MAJEURE

Neither Party shall be liable to the other Party for loss or damage resulting from delay or failure to perform this Agreement, or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes behind its control due to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or any acts of God, or failure of transportation, epidemics, quarantine restrictions, or labour trouble causing cessation, slowdown, or interruption of work. In the event that a situation giving rise to force majeure which prevents a Party from performing under this Agreement, the Parties shall confer as to the further fulfilment or termination of this Agreement.

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

21.

MODIFICATION OF AGREEMENT

No modification or any further representation, promise, or agreement in connection with subject mailer under this Agreement shall be binding, unless made in writing and signed on behalf of the Parties by duty authorized representatives.

22.

CONFIDENTIALITY

Page 18

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party.

Except as may be required by applicable law, any non-public ar confidential information relating to the business or affairs of the Manager and / or the Manager's principals obtained by the Owner or the Owner's principals in the performance of this Agreement shall be kept strictly confidential.

23.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English Law.

24.

ARBITRATION

All disputes arising out of this Agreement shall be arbitrated al London in the following manner. One arbitrator is to be appointed by each of the Parties hereto and a third by the two so chose. Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matter. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1995 or any statutory modification or reenactment thereof.

Page 19

This Agreement is made in two (2) originals, one for each Party.

OCEAN RIG MANAGEMENT INC.		OCEAN RIG 2 INC.

/s/ Dr Adriano Cefai		/s/ Elpiniki Fotiou
Dr ADRIANO CEFAI		ELPINIKI FOTIOU - Director
DIRECTOR OMEGA SERVICES LIMITED 5/1 MERCHANTS STREET VALLETTA VLT 1171
OMEGA SERVICES LIMITED - Sole
Director

Page 20

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC .

AND

DRILLSHIP SKIATHOS OWNERS INC .

Page 1

TABLE OF CONTENTS

1.	DEFINITIONS				4
2.	APPOINTMENT AND AUTHORISATION				5
3.	SCOPE OF WORK: ADMINISTRATIVE SERVICES				6
	3.1.	Finance / Treasury			6
		3.1.1		Management of monies	6
		3.1.2		Income collection	6
		3.1.3		Use of monies received	6
		3.1.4		Payment of wages, etc.	7
	3.2	Accounting, financial and reporting			7
		3.2.1		General	7
		3.2.2		Monthly reports	7
		3.2.3		Annual reports	7
		3.2.4		Budgets	8
	3.3	Other administrative services			8
	3.4	Other reports			8
4.	SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES				8
	4.1	General Manager Responsibilities			8
	4.2	Marketing and Employment			9
	4.3	Insurance			10
		4.3.1		General	10
		4.3.2		Additional or alternative insurances	10
		4.3.3		Employer's liability insurance	10
		4.3.4		Insurance Claims	10
5.	SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES				11
	5.1	Personnel			11
	5.2	Technical assistance			12
	5.3	Change of registry			12
	5.4	Environment, safety and compliance with law			12
	5.5	Quality Assurance			12
	5.6	Reporting of events			12
6.	MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS				13
7.	MANAGEMENT FEE				13
	7.1		The Management Fee		13
	7.2		Cost base for Management Fee		13
	7.3		Preliminary Fee: calculation and payment		14

Page 2

	7.4	Settlement of Management Fee	14
	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements	15
8.	OWNER'S EQUIPMENT		15
9.	EMPLOYMENT OF AGENTS AND SUBCONTRACTORS		15
10.	LOANS BETWEEN THE OWNER AND THE MANAGER		15
11.	TAXES		16
12.	CONSULTATION		16
13.	DURATION AND TERMINATION		16
	13.1	Duration	16
		Termination	16
	13.3	Effect of termination	16
14.	AUDIT AND ATTENDANCE / SUPERVISION		17
	14.1	Audit	17
	14.2	Attendance / Supervision	17
15.	ASSIGNMENT		17
16.	EXCLUSION OF SET OFF		17
17.	INDEMNITY		17
18.	FORCE MAJEURE		18
19.	SURVIVAL OF PROVISIONS		18
20.	COUNTERPARTS		18
21.	MODIFICATION OF AGREEMENT		18
22.	CONFIDENTIALITY		18
23.	GOVERNING LAW		19
24.	ARBITRATION		19

Page 3

MANAGEMENT AGREEMENT

THIS AGREEMENT (the " Agreement ") is dated the 17th day of April, 2014.

BETWEEN:

1.	Drillship Skiathos Owners Inc. of Marshall Islands, having its principal executive offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (the " Owner "); and

Ocean Rig Management Inc., a company incorporated and existing under the laws of Marshall Islands of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, with maintaining a licensed shipping office in Greece at Omega Building, 80 Kifisias Avenue, GR-151 25 Marousi, Athens Greece (the " Manager "),

collectively referred to as the " Parties ".

A.	The Manager has expertise in managing the operation and marketing of drilling ships;

B.	The Owner will be the registered owner of the drilling ship "Ocean Rig Mylos" (the " Vessel ");

C.	The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

D.	The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows:

DEFINITIONS

In this Agreement (including the recitals) the following expressions have the following meanings:

" Administrative Services " means financing, treasury, accounting and other day-to-day services;

" Classification Society " means DNV, or any other classification society approved by the Owner in writing;

" Crew " means the officers and crew on the Vessel;

" Effective Date " means 3rd October 2013;

" Employment Contract " means any contract entered into from time to time with respect to the use and operations of the Vessel;

" Group " means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

" Group Companies " mean the members of the Group;

Page 4

" Group Company " means a member of the Group;

" Management " means the management of Group Companies;

" Management Fee " has the meaning given to it in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Operating Costs " has the meaning given to it in sub-Clause 7.2;

" Operator " means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Drillship Skiathos Owners Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager;

" Pass-Through Costs " has the meaning given to it in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it in sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to it in sub-Clause 7.1;

" SOX Compliance " means public company accounting and investor protection requirements pursuant to the US Sarbanes-Oxley Act 2002;

" Vessel " means the drilling ship Ocean Rig Mylos;

" Vessel Operating Costs " has the meaning given to it in sub-Clause 3.1.3.

References to Clauses and sub-Clauses are, unless otherwise stated, references to Clauses and sub-Clauses of this Agreement.

Except where the context otherwise requires, references to any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect.

APPOINTMENT AND AUTHORISATION

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the Effective Date on the terms and conditions set forth in this Agreement.

Page 5

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and in all such other matters as fall within the Scope of Work, but subject to instruction from Owner from time to time, or in respect of which the Manager is specifically authorised. Provided always that notwithstanding anything in this Agreement to the contrary, the Manager has in all cases a right and obligation immediately to perform such acts as cannot be postponed in order to safeguard the interests of the Owner or avert danger to life and health or damage to the Vessel, other property or the environment.

In the performance of this Agreement, the Manager shall be authorized to perform the services and to do all such things or take all such actions related to such performance in accordance with technical and commercial industry standards. Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessel, as security for loans or other amounts due. To the extent permitted by law, the Manager will take all reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner.

SCOPE OF WORK: ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1

Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel.

3.1.2

Income collection

3.1.3

Use of monies received

The Manager shall ensure that all monies received in the Owner's account are employed to meet the expenses and disbursements in respect of the Vessel, its operation, and performance of work under Employment Contracts (the "Vessel Operating Costs"), including, but not limited to:

(i)

wages, recruitment expenses, social expenses, training, travelling and other employee

Page 6

expenses of, and costs of direct and indirect benefits that are granted to the Crew on the Vessel and the onshore base personnel;

(ii)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

insurance premiums;

(ix)

(x)

taxes and charges.

3.1.4

Payment of wages, etc.

3.2

Accounting, financial and reporting

3.2.1

General

The Manager has in place an accounting system which meets the requirements of the Owner and provides regular accounting services, supply regular reports and records in accordance herewith and maintain the records of all costs and expenditures incurred hereunder as well as data necessary of proper for the settlement of accounts between the Parties. The Manager shall maintain its books, records (including operational and technical records) and accounts in respect of the Vessel, its operation and management and all other relevant administrative functions in accordance with accepted accounting practices. The Manager will keep copies of all applicable documents, forms and third-party invoices etc.

3.2.2

Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures.

3.2.3

Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

Page 7

3.2.4

Budgets

The Manager shall prepare annual budgets for the Group, including operations of the Vessel by Owner and other companies involved in the operation of the Vessel, as required by Management.

3.3

Other administrative services

The Manager shall provide other general administrative services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf of the Owner, to conclude and execute any such contract, subject to the Owner's board approval (see sub-Clause 4.2 (vííí) below). Whereas the Manager is obliged to use its best efforts to seek such employment, the Owner acknowledges that such efforts may fail from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Manager's obligations under the Agreement and that the Manager's right to compensation under Clause 7 applies irrespective of whether the Manager, in any particular case, succeeds or fails to identify actual employment for the Vessel.

(ii)

Manager will use its best efforts to ensure that the Vessel will be employed in safe places /areas as this can be established by exercising its best efforts.

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment.

(iv)

To carry out all necessary communications with clients

(v)

To invoice on behalf of Owner all hires and other sums due to Owner and accounts receivable arising from the operation of the Vessel.

(vi)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate instructions and monitor performance.

Rig management will use its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

Page 8

expression "Legal Proceedings" shall include arbitration, civil, regulatory and criminal proceedings of all kinds. The handling of all such claims and legal matters shall always be consistent with the instructions and requirements of the Vessels' Protection & Indemnity (P&I) club, Hull underwriters, or other insurers.

4.2

Marketing and Employment

The Manager shall carry out the following in connection with marketing and contract negotiations:

(i)

The Manager will on an ongoing basis have in place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management.

(ii)

The marketing plan shall identify potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments.

(iv)

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

(viii)

The Manager shall have no authority to contract or commit the Vessel on behalf of the Owner, or if the Vessel is contracted or committed no authority to enter into amendments or to cancel such contracts or commitments, without the prior written approval of the Owner, which the Owner shall have full liberty to withhold. The Manager shall in due time furnish the Owner with all information and documentation which the Owner needs to review and asses in order to decide whether or not to grant such approval. The Owner's prior written approval will generally be based on a decision made by Owner's board.

(ix)

(x)

Page 9

4.3

Insurance

4.3.1

General

The Manager shall (unless otherwise specifically agreed) provide that the Vessel, at all times, is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel. Notwithstanding the foregoing, the Manager shall ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance (including Owner's owned subsea and drilling equipment) both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up / stacked mode as appropriate.

Liability insurance for Owner's personnel as appropriate under any applicable laws in respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or in financing agreements in force at any time.

4.3.2

Additional or alternative insurances

4.3.3

Employer's liability insurance

4.3.4

Insurance Claims

Page 10

SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shall:

(i)

(ii)

(iii)

(iv)

Ensure that all personnel supplied by it in connection with this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, safe working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

If the Vessel is chartered out on a bareboat charterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

The Manager shall organize and implement the daily operations of the Vessel in compliance with any applicable drilling contract, the relevant laws and regulations, the Owner's corporate manuals, polices and procedures of the Company, and other applicable requirements.

Page 11

5.2

Technical assistance

5.3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel may be necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

5.5

Quality Assurance

5.6

Reporting of events

The Manager shall without undue delay after it has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time incidents;

(iii)

the occurrence of any default by any of the parties under any Employment Contract or any other relevant contract in respect of the Vessel;

(iv)

(v)

any environmental event or accident, e.g. any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

Page 12

(vii)

any other claim exceeding USD 250,000, or if several claims, exceed an aggregate value of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire will be shown in the daily drilling reports provided to the Management.

MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS

MANAGEMENT FEE

7.1

The Management Fee

The Manager shall receive an annual management fee (the " Management Fee ") as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the " Services ").

7.2

Cost base for Management Fee

For the purposes of this Agreement, the term " Operating Costs " shall be defined as all operating costs incurred by the Manager in rendering the Services, including:

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs; and

The Operating Costs shall not include costs directly attributable to the Manager's rendering of services to other customers than the Owner, including customers who are rig-owning Group Companies. The Operating Costs shall, however, include a proportionate share of the Manager's total indirect costs (overhead costs, etc.) attributable to its rendering of services to its customers, including indirect costs attributable to various vessels under the Manager's management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax.

For the purposes of this Agreement, " Pass-Through Costs " includes:

fees and other costs paid by the Manager with its own funds to third party sub-contractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under insurances covered by sub-Clauses 4.3.1 and 4.3.2 above if exceptionally paid by the Manager with its own funds; and

Vessel Operating Costs if exceptionally paid by the Manager with its own funds.

Page 13

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee: calculation and payment

The Owner undertakes to provide the Manager with such information on its requirements for the Services as shall be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the coming year (the "Preliminary Fee") shall then be calculated. The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 % mark-up; and

the budgeted Pass-Through Costs.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the actual Pass-Through Costs incurred by the Manager in the relevant year.

Page 14

If the Management Fee is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Positive Settlement Payment " by the Owner to the Manager. If the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Negative Settlement Payment " by the Manager to the Owner. The Positive Settlement Payment or Negative Settlement Payment shall take place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited.

7.5

Adjustment of Management Fee to satisfy transfer pricing requirements

OWNER'S EQUIPMENT

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts in respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested in it as aforesaid) be entitled (but not bound):

(i)

(ii)

to engage subcontractors for the performance of specific assignments;

(iii)

subject to sub-Clause 3.1.1, to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and

(iv)

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

Page 15

From time to time the Manager may borrow funds from the Owner, and the Owner may borrow funds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general. Such intercompany loans shall bear interest at a rate corresponding to (i) the lender's average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (U) an additional flat profit margin of 0.25 per cent. The margin is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Manager shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including in all countries in which the Manager operates, which (i) are based on income, profit or gain (if any) derived from remuneration paid to the Manager under this Agreement, (ii) are imposed or assessed by any country in which the Manager is subject to tax by reason of the performance of services under this Agreement, or (Hi) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

12.

CONSULTATION

Upon request by the Owner the Manager shall consult in detail with the Owner on any aspect of the management of the Vessel.

13.

DURATION AND TERMINATION

13.1

Duration

The Agreement shall be effective for a period up to 31st December 2020.

13.2

Termination

13.3

Effect of termination

Page 16

managers and other assistance as may be reasonably required by the Owner and that fall within the scope of this Agreement.

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to all rights accrued due between the Manager and Owner prior to the date of termination,

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

14.2

Attendance / Supervision

The Owner, the Owner's representative and / or its duly appointed representatives shall have the right to attend and supervise the Vessel during all phases and periods when this Agreement is in force

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

16.

EXCLUSION OF SET OFF

17.

INDEMNITY

Except as provided in below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, including officers or Crew member employed on

Page 17

18.

FORCE MAJEURE

Neither Party shall be liable to the other Party for loss or damage resulting from delay or failure to perform this Agreement, or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes behind its control due to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or any acts of God, or failure of transportation, epidemics, quarantine restrictions, or labour trouble causing cessation, slowdown, or interruption of work. In the event that a situation giving rise to force majeure which prevents a Party from performing under this Agreement, the Parties shall confer as to the further fulfilment or termination of this Agreement.

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

21.

MODIFICATION OF AGREEMENT

22.

CONFIDENTIALITY

Page 18

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party.

23.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English Law.

24.

ARBITRATION

All disputes arising out of this Agreement shall be arbitrated at London in the following manner. One arbitrator is to be appointed by each of the Parties hereto and a third by the two so chose. Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matter. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof.

Page 19

This Agreement is made in two (2) originals, one for each Party.

OCEAN RIG MANAGEMENT INC.		Drillship Skiathos Owners Inc.
/s/ Dr Adriano Cefai DIRECTOR OMEGA SERVICES LIMITED 5/1 MERCHANTS STREET VALLETTA VLT 1171		/s/ Dr. Adriano Cefai DIRECTOR MARE SERVICES LTD 5/1 MERCHANTS STREET VALLETTA 1171
OMEGA SERVICES LIMITED - Sole		MARE SERVICES LIMITED – Sole Director
Director

Page 20

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC .

AND

DRILLSHIP SKOPELOS OWNERS INC .

TABLE OF CONTENTS

1.	DEFINITIONS			4
2.	APPOINTMENT AND AUTHORISATION			5
3.	SCOPE OF WORK: ADMINISTRATIVE SERVICES			6
	3.1.	Finance / Treasury		6
		3.1.1	Management of monies	6
		3.1.2	Income collection	6
		3.1.3	Use of monies received	6
		3.1.4	Payment of wages, etc.	7
	3.2	Accounting, financial and reporting		7
		3.2.1	General	7
		3.2.2	Monthly reports	7
		3.2.3	Annual reports	7
		3.2.4	Budgets	8
	3.3	Other administrative services		8
	3.4	Other reports		8
4.	SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES			8
	4.1	General Manager Responsibilities		8
	4.2	Marketing and Employment		9
	4.3	Insurance		10
		4.3.1	General	10
		4.3.2	Additional or alternative insurances	10
		4.3.3	Employer's liability insurance	10
		4.3.4	Insurance Claims	10
5.	SCOPE OF WORK TECHNICAL MANAGEMENT SERVICES			11
	5.1	Personnel		11
	5.2	Technical assistance		12
	5.3	Change of registry		12
	5.4	Environment, safety and compliance with law		12
	5.5	Quality Assurance		12
	5.6	Reporting of events		12
6.	MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS			13
7.	MANAGEMENT FEE			13
	7.1	The Management Fee		13
	7.2	Cost base for Management Fee		13
	7.3	Preliminary Fee: calculation and payment		14

	7.4	Settlement of Management Fee	14
	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements	15
8.	OWNER'S EQUIPMENT		15
9.	EMPLOYMENT OF AGENTS AND SUBCONTRACTORS		15
10.	LOANS BETWEEN THE OWNER AND THE MANAGER		15
11.	TAXES		16
12.	CONSULTATION		16
13.	DURATION AND TERMINATION		16
	13.1	Duration	16
	13.2	Termination	16
	13.3	Effect of termination	16
14.	AUDIT AND ATTENDANCE / SUPERVISION		17
	14.1	Audit	17
	14.2	Attendance / Supervision	17
15.	ASSIGNMENT		17
16.	EXCLUSION OF SET OFF		17
17.	INDEMNITY		17
18.	FORCE MAJEURE		18
19.	SURVIVAL OF PROVISIONS		18
20.	COUNTERPARTS		18
21.	MODIFICATION OF AGREEMENT		18
22.	CONFIDENTIALITY		18
23.	GOVERNING LAW		19
24.	ARBITRATION		19

MANAGEMENT AGREEMENT

THIS AGREEMENT (the "Agreement") is dated the 17th day of April, 2014.

BETWEEN:

Drillship Skopelos Owners Inc. of Marshall Islands, having its principal executive offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (the "Owner"); and

collectively referred to as the "Parties".

WHEREAS

A.	The Manager has expertise In managing the operation and marketing of drilling ships;

B.	The Owner will be the registered owner of the drilling ship "Ocean Rig Mykonos" (the "Vessel");

C.	The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

D.	The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows:

DEFINITIONS

In this Agreement (including the recitals) the following expressions have the following meanings:

" Administrative Services " means financing, treasury, accounting and other day-to-day services;

" Classification Society " means ABS, or any other classification society approved by the Owner in writing;

" Crew " means the officers and crew on the Vessel;

"Effective Date" means 3rd October 2013;

" Employment Contract" means any contract entered into from time to time with respect to the use and operations of the Vessel;

"Group" means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

" Group Companies" mean the members of the Group;

" Group Company " moans a member of the Group;

" Management " means the management of Group Companies;

" Management Fee " has the meaning given to It in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Operating Costs " has the meaning given to it in sub-Clause 7.2;

" Operato r" means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Drillship Skopelos Owners Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager;

" Pass-Through Costs " has the meaning given to it in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it In sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to it in sub-Clause 7.1;

" SOX Compliance " means public company accounting and investor protection requirements pursuant to the US Sarbanes-Oxiey Act 2092;

" Vessel " means the drilling ship Ocean Rig Mykonos;

" Vessel Operating Costs " has the meaning given to it in sub-Clause 31.3.

References to Clauses and sub-Clauses are, unless otherwise stated, references to Clauses and sub-Clauses of this Agreement.

Except where the context otherwise requires, references to any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect.

APPOINTMENT AND AUTHORISATION

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the Effective Date on the terms and conditions set forth in this Agreement.

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and in

all such other matters as fall within the Scope of Work, but subject to instruction from Owner from lime to time, or in respect of which the Manager is specifically authorised. Provided always that notwithstanding anything in this Agreement to the contrary, the Manager has in all cases a right and obligation immediately to perform such acts as cannot be postponed in order to safeguard the interests of the Owner or avert danger to life and health or damage to the Vessel, other property or the environment.

In the performance of this Agreement, the Manager shall be authorized to perform the services and to detail such things or take all such actions related to such performance in accordance with technical and commercial industry standards. Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessel, as security for loans or other amounts due. To the extent permitted by law, the Manager will take all reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner.

The Manager shall, in all cases In accordance with agreed and established sound management practice in respect of such rigs and by an organization properly staffed with well qualified personnel, have the management responsibility to manage the Vessel commercially, technically and operationally and perform day-to-day Administrative Services.

SCOPE OF WORK; ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1

Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel.

The Manager shall ensure that all monies under disposal on Owner's accounts are kept in separate accounts of and in the name of the Owner with a bank acceptable to the Owner and shalt ensure that all monies are employed only to meet the expenses and disbursements as set out in this Agreement.

3.1.2

Income collection

3.1.3

Use of monies received

The Manager shall ensure that all monies received in the Owner's account are employed to meet the expenses and disbursements in respect of the Vessel, its operation, and performance of work under Employment Contracts (the "Vessel Operating Costs"), including, but not limited to:

(i)

(íi)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

insurance premiums;

(ix)

(x)

taxes and charges.

3.1.4

Payment of wages, etc.

3.2

Accounting, financial and reporting

3.2.1

General

The Manager has in place an accounting system which meets the requirements of the Owner and provides regular accounting services, supply regular reports and records in accordance herewith and maintain the records of all costs and expenditures incurred hereunder as well as data necessary of proper for the settlement of accounts between the Parties. The Manager shall maintain its books, records (Including operational and technical records) and accounts in respect of the Vessel, its operation and management and all other relevant administrative functions in accordance with accepted accounting practices. The Manager will keep copies of all applicable documents, forms and third-party invoices etc.

3 2.2

Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures.

3.2.3

Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

3.2.4

Budgets

The Manager shall prepare annual budgets for the Group, including operations of the Vessel by
Owner and other companies involved in the operation of the Vessel, as required by Management.

3.3

Other administrative services

The Manager shall provide other general administrative services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf of the Owner, to conclude and execute any such contract, subject to the Owner's board approval (see sub-Clause 4.2 (viii) below). Whereas the Manager is obliged to use its best efforts to seek such employment, the Owner acknowledges that such efforts may fail from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Manager's obligations under the Agreement and that the Manager's right to compensation under Clause 7 applies irrespective of whether the Manager, in any particular case, succeeds or fails to identify actual employment for the Vessel.

(íi)

Manager will use its best efforts to ensure that the Vessel will be employed in safe places /areas as this can be established by exercising its best efforts.

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment.

(iv)

To carry out all necessary communications with clients

(v)

To invoice on behalf of Owner all hires and other sums clue to Owner and accounts receivable arising from the operation of the Vessel.

(vi)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate instructions and monitor performance.

Rig management will use its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

expression "Legal Proceedings" shall include arbitration, civil, regulatory and criminal proceedings of all kinds, The handling of all such claims and legal matters shall always be consistent with the instructions and requirements of the Vessels' Protection & Indemnity (P&I) club, Hull underwriters, or other Insurers.

4.2

Marketing and Employment

The Manager shall carry out the following in connection with marketing and contract negotiations:

(i)

The Manager will on an ongoing basis have in place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management.

(ii)

The marketing plan shall identify potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments.

(iv)

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

(viii)

The Manager shall have no authority to contract or commit the Vessel on behalf of the Owner, or if the Vessel is contracted or committed no authority to enter into amendments or to cancel such contracts or commitments, without the prior written approval of the Owner, which the Owner shall have full liberty to withhold. The Manager shall in due time furnish the Owner with all information and documentation which the Owner needs to review and asses in order to decide whether or not to grant such approval. The Owner's prior written approval will generally be based on a decision made by Owner's board.

(ix)

(x)

The Manager shall prepare all other documents related to the bid relating to the Vessel in conformity with the Manager's standard bidding practices to the extent permitted by law, and In accordance with any applicable competition and antitrust laws and regulations.

4.3

Insurance

4.3.1

General

The Manager shall (unless otherwise specifically agreed) provide that the Vessel, at all times, is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel. Notwithstanding the foregoing, the Manager shall ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance (including Owner's owned subsea and drilling equipment) both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up ! stacked mode as appropriate.

Liability Insurance for Owner's personnel as appropriate under any applicable laws in respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or in financing agreements in force at any time.

4.3.2

Additional or alternative insurances

4.3.3

Employers liability insurance

While the Manager shall carry all statutory employer's liability insurance to cover its employees in compliance with the laws of the flag state or of any state or territory in which the Vessel is, far the time being, employed, the Manager shall be entered as a noted interest in the Owner's insurances to ensure that the actions of such crew are insured at all times while working on or in relation to the Vessel.

The Manager shalt obtain and maintain during the period of this Agreement workers' compensation and employer's liability insurances as appropriate under any applicable laws In respect of the Manager's personnel provided under sub-Clause 5.1. It Is agreed that all premiums and deductibles payable in respect of such insurances shall be considered as Operating Costs.

4.3.4

Insurance Claims

SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shall:

(i)

Provide adequate and properly qualified and experienced Crew for the Vessel as required by the Owners and provide for arrangement of transportation of the Grew, including repatriation, training of the Crew, supervision of the efficiency of the Crew and administration of all other Crew matters such as planning for the manning of the Vessel, payroll arrangement, arrangements and administration of pensions and Crew insurance, discipline and union negotiations, enforcement of appropriate standing orders.

(ii)

(iii)

(iv)

Ensure that all personnel supplied by it in connection with this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, safe working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

If the Vessel is chartered out on a bareboat charterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

The Manager shall organize and implement the daily operations of the Vessel In compliance with any applicable drilling contract, the relevant laws and regulations, the Owner's corporate manuals, polices and procedures of the Company, and other applicable requirements.

5.2

Technical assistance

5,3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel may be necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

The Manager shall conduct the operations in a safe and environmental manner and in compliance with all applicable laws and regulations in the area of operations and the Manager's and / or Operator's safety programs and quality assurance systems. The Manager shall further ensure that the Vessel complies with applicable laws and regulations In the country of registration. However, any risks and costs connected to any non-compliances shall be for Owners account.

5.5

Quality Assurance

5.6

Reporting of events

The Manager shall without undue delay after It has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time incidents;

(iii)

the occurrence of any default by any of the parties under any Employment Contract or any other relevant contract In respect of the Vessel;

(iv)

the occurrence of an event or condition which would permit any party under art Employment Contract or any other contract in respect of the Vessel to terminate such contract; or In the case of the Employment Contracts place the Vessel on a materially reduced zero day rate for a period exceeding 48 hours;

(v)

any environmental event or accident, e.g. any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

(vii)

any other claim exceeding USD 250,000, or If several claims, exceed an aggregate value of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire will be shown in the daily drilling reports provided to the Management.

6. MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS

The Manager may at its own discretion enter into agreements with other Group Companies including, but not limited to, Ocean Rig UK Ltd., Ocean Rig Offshore Management Ltd., Ocean Rig Canada trio, Ocean Rig North Sea AS and Ocean Rig UDW LLC to carry out parts of the scope of this Agreement.

MANAGEMENT FEE

7.1

The Management Fee

The Manager shalt receive an annual management fee (the "Management Fee" ) as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the "Service" ).

7.2 Cost base for Management Fee

For the purposes of this Agreement, the term "Operating Costs" shall be defined as all operating costs incurred by the Manager in rendering the Services, including:

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs; and

all other of the Manager's direct and indirect operating costs attributable to the rendering of the Services, Including other administrative costs related to the operation of the Manager's organization.

The Operating Costs shall not include costs directly attributable to the Manager's rendering of services to other customers than the Owner, including customers who are rig-owning Group Companies. The Operating Costs shall, however, include a proportionate share of the Manager's total indirect costs (overhead costs, etc.) attributable to its rendering of services to its customers, including indirect costs attributable to various vessels under the Manager's management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax.

For the purposes of this Agreement, "Pass Through Costs" includes:

fees and other costs paid by the Manager with Its own funds to third party sub-contractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under insurances covered by sub-Clauses 4.3.1 and 4.3.2 above if exceptionally paid by the Manager with its own funds; and

Vessel Operating Costs if exceptionally paid by the Manager with its own funds.

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee: calculation and payment

The Owner undertakes to provide the Manager with such information on its requirements for the Services as shall be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the coming year (the "Preliminary Fee" ) shall then be calculated. The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5% mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7% mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7% mark-up; and

the budgeted Pass-Through Costs.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and Indirectly attributable to rendering the administrative services (see Clause 3), added a 5% mark-up;

the actual Pass-Through Costs incurred by the Manager in the relevant year.

If, exceptionally, a part of the actual Operating Costs have been covered by the Manager using the Owners funds ("Owner Covered Operating Costs") the Management Fee shall be reduced by an amount equal to the Owner Covered Operating Costs.

If the Management Fee is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a "Positive Settlement Payment" by the Owner to the Manager. if the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a "Negative Settlement Payment" by the Manager to the Owner. The Positive Settlement Payment or Negative Settlement Payment shall take place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited.

7.5

Adjustment of Management Fee to satisfy transfer pricing requirements

OWNER'S EQUIPMENT

The Manager shalt not dispose of any item of the Owner's equipment on the Vessel disposed / owned by the Owner having a value in excess of USD 250,000 in any 12 month period without review by Management or the Owner, except for in cases related to repair, testing or certification of equipment.

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts in respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested in it as aforesaid) be entitled (but not bound):

(i)

(ií)

to engage subcontractors for the performance of specific assignments;

(ill)

subject to sub-Clause 3.1.1, to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and (iv)to assist the Owner to the extent requested by the Owner in obtaining legal advice in relation to disputes or other legal matters affecting the interests of the Owner in respect of the Vessel related to the Construction Contract or potential other applicable contracts related to the Vessel, A copy of such advice shall be sent to the Owner as soon as possible after receipt thereof.

In the process of Identifying a subcontractor, agent or consultant, the Manager shall use its best efforts to ensure that the chosen subcontractor, agent or consultant have the necessary ski) Is to perform the service function subcontracted to it.

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

From time to time the Manager may borrow funds from the Owner, and the Owner may borrow funds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general, Such intercompany loans shall bear interest at a rate corresponding to (i) the Lenders average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (ti) an additional flat profit margin of 0.25 per cent. The margin is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Owner shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including but nat limited to that of the country in which the Vessel is operating, which (I) are based on income, profits or gain deriving from the operation or sale of the Vessel and which are imposed or assessed by any country In which the Owner is subject to tax by reason of the operation of the Vessel, or (ii) are imposed or assessed by the government of the country under which the Owner is organised, or any political sub-division thereof, or (iii) otherwise result from the ownership or operation of the Vessel or the business operations of the Owner.

The Manager shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including in all countries in which the Manager operates, which (i) are based on income, profit or gain (if any) derived from remuneration paid to the Manager under this Agreement, (ii) are imposed or assessed by any country in which the Manager is subject to tax by reason of the performance of services under this Agreement, or (Hi) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

12.

CONSULTATION

Upon request by the Owner the Manager shall consult in detail with the Owner on any aspect of the management of the Vessel,

13.

DURATION AND TERMINATION

13.1

Duration

The Agreement shall be effective for a period up to 31st December 2020.

13.2

Termination

13.3

Effect of termination.

managers and other assistance as may be reasonably required by the Owner and that fall within the scope of this Agreement.

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to all rights accrued due between the Manager and Owner prior to the date of termination.

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

The Owner and / or its duty appointed representatives shall have the right to undertake internal audits of its own companies and the Manager's costs reimbursed by the Owner of any and all documents and records relating to the Vessel and performance of services hereunder. The Manager will keep copies of all applicable documents and communications etc., and will permit the Owner and / or its duly appointed representative to inspect such records at such times as may be mutually agreed between the Parties during normal office hours of the Manager, and on prior agreement; provided, however, such right to audit shall terminate 24 months following the end of the calendar year during which any services was completed, All audits and audited accounts relating to the management of the Vessel shall conform to Manager's own accounting standards and be certified and reviewed by the Manager's auditors,

14.2

Attendance / Supervision

The Owner, the Owner's representative and / or its duly appointed representatives shall have the right to attend and supervise the Vessel during all phases and periods when this Agreement is in force

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

15.

EXCLUSION OF SET OFF

The Manager agrees that it shalt not be entitled to any right of set off against the Owner in respect of any monies received by it on behalf of the Owner except as specifically authorised by this Agreement or otherwise in writing by the Owner.

17.

INDEMNITY

Except as provided in below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, including officers or Crew member employed on

the Vessel or in connection therewith, for any toss or damage arising directly or indirectly out of the performance by Manager of any of its obligations In respect of the Vessel under this Agreement Owner shall indemnify and hold harmless and defend Manager of any of Its obligations in respect of the Vessel under this Agreement. Owner shall Indemnify and hold harmless and defend Manager, its officers, directors, shareholders and employees against any and all claims and demands (including costs and reasonable attorneys fees of defending such claim or demand) and any other losses or liabilities arising directly or indirectly out of the performance by Manager of any of its duties in respect of the Vessel under this Agreement.

18.

FORCE MAJEURE

Neither Party shall be liable to the other Party for loss or damage resulting from delay or failure to perform this Agreement, or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes behind its control due to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or any acts of God, or failure of transportation, epidemics, quarantine restrictions, or labour trouble causing cessation, slowdown, or interruption of work In the event that a situation giving rise to force majeure which prevents a Party from performing under this Agreement, the Parties shall confer as to the fanner fulfilment or termination of this Agreement.

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

21.

MODIFICATION OF AGREEMENT

22.

CONFIDENTIALITY

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party,

23.

GOVERNING LAW

This Agreement shall be governed by and construed In accordance with English Law.

24.

ARBITRATION

All disputes arising out of this Agreement shall be arbitrated at London in the following manner. One arbitrator is to be appointed by each of the Parties hereto and a third by the two so chose. Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matter. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof,

This Agreement is made in two (2) originals, one for each Party.

Ocean Rig Management		Drillship Skopelos Owners Inc.

/s/ Dr Adriano Cefai DIRECTOR OMEGA SERVICES LIMITED 5/1 MERCHANTS STREET VALLETTA VLT 1171		/s/ Elpiniki Fotiou
By: Dr. Adriano Cefai		Elpiniki Fotiou - Director
OMEGA SERVICES LIMITED -
Sole Director

Exhibit 4 . 68

MANAGEMENT AGREEMENT

BETWEEN

OCEAN RIG MANAGEMENT INC.

AND

DRILLSHIP ALONISSOS OWNERS INC.

Page 1

TABLE OF CONTENTS

1.	DEFINITIONS			4

2.	APPOINTMENT AND AUTHORISATION			5

3.	SCOPE OF WORK: ADMINISTRATIVE SERVICES			6

	3.1.	Finance / Treasury		6
		3.1.1	Management of monies	6
		3.1.2	Income collection	6
		3.1.3	Use of monies received	6
		3.1.4	Payment of wages, etc.	7

	3.2	Accounting, financial and reporting		7
		3.2.1	General	7
		3.2.2	Monthly reports	7
		3.2.3	Annual reports	7
		3.2.4	Budgets	8

	3.3	Other administrative services		8

	3.4	Other reports		8

4.	SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES			8

	4.1	General Manager Responsibilities		8
	4.2	Marketing and Employment		9
	4.3	Insurance		10
		4.3.1	General	10
		4.3.2	Additional or alternative insurances	10
		4.3.3	Employer's liability insurance	10
		4.3.4	Insurance Claims	10

5.	SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES			11

	5.1	Personnel		11
	5.2	Technical assistance		12
	5.3	Change of registry		12
	5.4	Environment, safety and compliance with law		12
	5.5	Quality Assurance		12
	5.6	Reporting of events		12

6.	MANAGER'S USE OF OTHER GROUP COMPANIES AS SUB-CONTRACTORS			13

7.	MANAGEMENT FEE			13
	7.1	The Management Fee		13
	7.2	Cost base for Management Fee		13
	7.3	Preliminary Fee: calculation and payment		14
	7.4	Settlement of Management Fee		14

Page 2

	7.5	Adjustment of Management Fee to satisfy transfer pricing requirements	15

8.	OWNER'S EQUIPMENT		15

9.	EMPLOYMENT OF AGENTS AND SUBCONTRACTORS		15

10.	LOANS BETWEEN THE OWNER AND THE MANAGER		15

11.	TAXES		16

12.	CONSULTATION		16

13.	DURATION AND TERMINATION		16

	13.1	Duration	16
	13.2	Termination	16
	13.3	Effect of termination	16

14.	AUDIT AND ATTENDANCE / SUPERVISION		17
	14.1	Audit	17
	14.2	Attendance / Supervision	17

15.	ASSIGNMENT		17

16.	EXCLUSION OF SET OFF		17

17.	INDEMNITY		17

18.	FORCE MAJEURE		18

19.	SURVIVAL OF PROVISIONS		18

20.	COUNTERPARTS		18

21.	MODIFICATION OF AGREEMENT		18

22.	CONFIDENTIALITY		18

23.	GOVERNING LAW		19

24.	ARBITRATION		19

Page 3

MANAGEMENT AGREEMENT

THIS AGREEMENT (the " Agreement ") is dated the 17" day of February, 2015. BETWEEN:

Drillship Alonissos Owners Inc. of Marshall Islands, having its registered offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (the " Owner "); and

collectively referred to as the " Parties ". WHEREAS

The Manager has expertise in managing the operation and marketing of drilling ships;

The Owner will be the registered owner of the drilling ship Hull 2063 tbn "Ocean Rig Apollo" (the " Vessel ");

The Owner wishes to appoint the Manager to perform the overall management of the Vessel during the Vessel's marketing, operations and Administrative Services, and as hereinafter provided; and

The Manager accepts such appointment

NOW THEREFORE IT IS HEREBY AGREED as follows:

DEFINITIONS

In this Agreement (Including the recitals) the following expressions have the following meanings: " Administrative Services " means financing, treasury, accounting and other day-to-day services;

" Classification Society " means American Bureau of Shipping, or any other classification society approved by the Owner in writing;

" Crew " means the officers and crew on the Vessel;

" Effective Date " means the date the Vessel Is delivered (expected delivery date is ultimo March 2015);

" Employment Contract " means any contract entered into from time to time with respect to the use and operations of the Vessel;

" Group " means the Ocean Rig group of companies consisting of Ocean Rig UDW and its direct and indirect subsidiary companies;

Page 4

" Group Companies " mean the members of the Group;

" Group Company " means a member of the Group;

" Management " means the management of Group Companies;

" Management Fee " has the meaning given to it in sub-Clause 7.1;

" Manager " means Ocean Rig Management Inc.;

" Negative Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Operating Costs " has the meaning given to it in sub-Clause 7.2;

" Operator " means a party to an Employment Contract (other than Owner or Manager);

" Owner " means Drillship Alonissos Owners Inc.;

" Owner Covered Operating Costs " has the meaning given to it in sub-Clause 7.4;

" Parties " means the Owner and the Manager as referred to collectively;

" Party " means either the Owner or the Manager;

" Pass-Through Costs " has the meaning given to it in sub-Clause 7.2;

" Positive Settlement Payment " has the meaning given to it in sub-Clause 7.4;

" Preliminary Fee " has the meaning given to it in sub-Clause 7.3;

" Scope of Work " means all of the Manager's obligations under this Agreement including Annexes mutually agreed between the Parties;

" Services " has the meaning given to it in sub-Clause 7.1;

" SOX Compliance " means public company accounting and investor protection requirements pursuant to the US Sarbanes-Oxley Act 2002;

" Vessel " means the drilling ship Hull 2063 (intended to be named Ocean Rig Apollo);

" Vessel Operating Costs " has the meaning given to it in sub-Clause 3.1.3.

References to Clauses and sub-Clauses are, unless otherwise stated, references to Clauses and sub-Clauses of this Agreement.

Except where the context otherwise requires, references to any person include its successors and permitted assignees.

The headings to the Clauses are for convenience only and have no legal effect.

APPOINTMENT AND AUTHORISATION

The Owner hereby appoints the Manager and the Manager hereby agrees to act as manager of the Vessel as from the date the Vessel is delivered to the Owner (expected delivery date is within March 2015) (the " Effective Date ") on the terms and conditions set forth in this Agreement.

Page 5

The Manager is authorised to act on behalf of the Owner in all matters pertaining to the everyday marketing, technical and operations management of the Vessel and Administrative Services, and in all such other matters as fall within the Scope of Work, but subject to instruction from Owner from time to time, or in respect of which the Manager Is specifically authorised. Provided always that notwithstanding anything in this Agreement to the contrary, the Manager has in all cases a right and obligation immediately to perform such acts as cannot be postponed in order to safeguard the interests of the Owner or avert danger to life and health or damage to the Vessel, other property or the environment.

In the performance of this Agreement, the Manager shall be authorized to perform the services and to do all such things or take all such actions related to such performance in accordance with technical and commercial industry standards, Manager IS under no circumstances authorized to mortgage or otherwise encumber the Vessel, as security for loans or other amounts due. To the extent permitted by law, the Manager will take all reasonable measures to avoid creating liens on the Vessel for services or necessaries, which are not the responsibility of Owner.

SCOPE OF WORK ADMINISTRATIVE SERVICES

3.1.

Finance / Treasury

3.1.1

Management of monies

The Owner shall be responsible, and undertakes to have the necessary amounts available for all expenses relating to the operations of the Vessel,

3.1.2

Income collection

The Manager shall collect all income and other receipts In respect of the Vessel for the account of the Owner and to be paid into the Owner's designated bank account without any deductions / set offs, unless collected by any of the Owner's lender(s) to whom such receipts are assigned in accordance with Clause 15 below. If any amount is paid to the Owner's lender(s) the amount shall, for the purposes of this Agreement and the Manager's obligations to account for the income from the Vessel to the Owner, be deemed to be a payment to the Owner.

3.1.3

Use of monies received

The Manager shall ensure that all monies received In the Owner's account are employed to meet the expenses and disbursements in respect of the Vessel, Its operation, and performance of work under Employment Contracts (the "Vessel Operating Costs"), including, but not limited to:

Page 6

(i)

(ii)

temporary Crew replacement;

(iii)

purchase of supplies, bunkers, equipment and spare parts, storage, transport and assembling thereof;

(iv)

catering;

(v)

repairs and periodic overhauls and maintenance;

(vi)

service personnel;

(vii)

potential lay-up costs;

(viii)

insurance premiums;

(ix)

costs of permitted sub-contractors In connection with specific assignments and fees and expenses of agents, consultants and professional advisors (except if this Agreement provides otherwise), incurred pursuant to Clause 6 or 9;

(x)

taxes and charges.

3.1.4

Payment of wages, etc.

The Manager shall be responsible for paying (Inter alle) from Owner's designated accounts wages and carrying out all the duties incumbent on an employer with regard to official reports, withholding of taxes, payment of payroll tax and similar duties, holiday pay, personnel insurance, pension costs etc.

3.2

Accounting, financial and reporting

3.2.1

General

The Manager has in place an accounting system which meets the requirements of the Owner and provides regular accounting services, supply regular reports and records in accordance herewith and maintain the records of all costs and expenditures Incurred hereunder as well as data necessary of proper for the settlement of accounts between the Parties. The Manager shall maintain its books, records (including operational and technical records) and accounts in respect of the Vessel, its operation and management and all other relevant administrative functions in accordance with accepted accounting practices. The Manager will keep copies of all applicable documents, forms and third-party invoices etc.

3.2.2

Monthly reports

The Manager shall prepare for internal Management review monthly management reports of the Vessel's operation for revenue, operating costs and capital expenditures.

3.2.3

Annual reports

The Manager shall prepare financial reports as requested by Owner or Management.

Page 7

3.2.4

Budgets

The Manager shall prepare annual budgets for the Group, including operations of the Vessel by Owner and other companies involved in the operation of the Vessel, as required by Management.

3.3

Other administrative services

The Manager shall provide other general administrative services to the Owner as requested by the Owner.

3.4

Other reports

The Manager will also within reasonable limits provide regular reports as requested by the Owner and/ or its lenders.

SCOPE OF WORK: COMMERCIAL MANAGEMENT AND INSURANCE SERVICES

4.1

General Manager Responsibilities

(i)

For marketing and shall seek and negotiate employment for the Vessel under time charter or under any other form of contract, and on behalf of the Owner, to conclude and execute any such contract, subject to the Owner's board approval (see sub-Clause 4.2 (viii) below). Whereas the Manager Is obliged to use its best efforts to seek such employment, the Owner acknowledges that such efforts may fail from time to time, that the Manager's failure to identify actual employment for the Vessel shall not constitute a breach of the Manager's obligations under the Agreement and that the Manager's right to compensation under Clause 7 applies Irrespective of whether the Manager, in any particular case, succeeds or fails to identify actual employment for the Vessel.

(ii)

Manager will use its best efforts to ensure that the Vessel will be employed in safe places /areas as this can be established by exercising Its best efforts.

(iii)

To arrange the scheduling of the Vessel according to the terms of the Vessel's employment.

(iv)

To carry out all necessary communications with clients

(v)

To invoice on behalf of Owner all hires and other sums due to Owner and accounts receivable arising from the operation of the Vessel.

(vi)

To give receipts therefore, to make any and all claims for monies due to Owner and to issue releases upon receipt of payment of such claims and in connection with the settlement of such claims.

(v)

To furnish the rig management of the Vessel appropriate instructions and monitor performance.

Rig management will use its best efforts to achieve the most economical, efficient and quick dispatch of the Vessel.

(vi)

Page 8

4.2

Marketing and Employment

The Manager shall carry out the following in connection with marketing and contract negotiations:

(i)

The Manager will on an ongoing basis have In place a written marketing plan in respect of the marketing of the Vessel and report this regularly to Management.

(ii)

The marketing plan shall identify potential operators or clients and oil fields world wide considered as reasonable prospects, with a view to obtaining future Employment Contracts for the Vessel.

(iii)

The marketing plan shall be developed and updated every second month to reflect market developments.

(iv)

Based on the marketing plan, the Manager shall market the Vessel and identify suitable drilling contract opportunities for the Vessel, such efforts to be consistent with those made by the Manager in respect to other rigs of comparable capabilities managed by it. However, the Owner may at Its own discretion instruct the Manager to enter into specific bids on the Owner's financial terms for a bona fide drilling contract directly to an oil company.

(v)

The Manager shall keep the Owner addressed and informed about the marketing activities and new projects or business opportunities based upon the monthly marketing report.

(vii)

(viii)

The Manager shall have no authority to contract or commit the Vessel on behalf of the Owner, or if the Vessel is contracted or committed no authority to enter into amendments or to cancel such contracts or commitments, without the prior written approval of the Owner, which the Owner shall have full liberty to withhold. The Manager shall in due time furnish the Owner with all information and documentation which the Owner needs to review and asses in order to decide whether or not to grant such approval. The Owner's prior written approval will generally be based on a decision made by Owner's board.

(ix)

(x)

Page 9

4.3

Insurance

4.3.1

General

The Manager shall (unless otherwise specifically agreed) provide that the Vessel, at all times, is adequately insured with reputable underwriters on the best available terms to cover the Owner's obligations under any contract for the use of the Vessel. Notwithstanding the foregoing, the Manager shall ensure that the Owner maintain, at all times, the following minimum insurance coverage:

Hull and machinery insurance (including Owner's owned subsea and drilling equipment) both against marine and war perils, to the full value of the Vessel or as otherwise specified by the Owner.

Protection and indemnity insurance for operating or lay-up / stacked mode as appropriate.

Liability insurance for Owner's personnel as appropriate under any applicable laws in respect of the Owner's personnel.

Other insurances as required and agreed in the Employment Contract or in financing agreements in force at any time.

4.3.2

Additional or alternative insurances

4.3.3

Employer's liability insurance

While the Manager shall carry all statutory employer's liability Insurance to cover its employees in compliance with the laws of the flag state or of any state or territory in which the Vessel is, for the time being, employed, the Manager shall be entered as a noted interest in the Owner's insurances to ensure that the actions of such crew are insured at all times while working on or in relation to the Vessel.

The Manager shall obtain and maintain during the period of this Agreement workers' compensation and employer's liability insurances as appropriate under any applicable laws in respect of the Manager's personnel provided under sub-Clause 6.1. It Is agreed that all premiums and deductibles payable in respect of such insurances shall be considered as Operating Costs.

4.3.4

Insurance Claims

Page 10

The Owner and the Manager agree to liaise with each other and co-operate in respect of all substantial insurance claims and to attempt to teach agreement on the conduct of such claims. For the purposes of this Clause, the term "substantial" shall mean any single claim in excess of USD 500,000 or several claims exceeding an aggregate value of USD 1 million during a 12 month period.

SCOPE OF WORK: TECHNICAL MANAGEMENT SERVICES

5.1

Personnel

The Manager shall:

(i)

(ii)

Procure the manning of the shore base with sufficient and suitably qualified and experienced personnel In accordance with good oilfield practice and procure that such personnel shall devote the required amount of their normal working time to the Owner.

(iii)

(iv)

Ensure that all personnel supplied by It in connection with this Agreement are covered by appropriate insurance.

(v)

Procure the provision of catering services and transportation of Vessel personnel, safe working conditions complying with appropriate regulations as well as necessary welfare onboard the Vessel.

(vi)

Provide for the remuneration of all personnel.

If the Vessel is chartered out on a bareboat charterparty, the Parties may limit the scope of engagement of the Manager pursuant to an Addendum to this Agreement to be drawn by the Parties.

The Manager shall organize and implement the daily operations of the Vessel in compliance with any applicable drilling contract, the relevant laws and regulations, the Owner's corporate manuals, polices and procedures of the Company, and other applicable requirements.

Page 11

5.2

Technical assistance

5.3

Change of registry

For the purpose of operating the Vessel as efficiently as possible, change of registry of the Vessel may be necessary from time to time, subject to Owner's prior written consent.

5.4

Environment, safety and compliance with law

The Manager shall conduct the operations In a safe and environmental manner and in compliance with all applicable laws and regulations in the area of operations and the Manager's and / or Operator's safety programs and quality assurance systems. The Manager shall further ensure that the Vessel complies with applicable laws and regulations in the country of registration. However, any risks and costs connected to any non-compliances shall be for Owners account.

5.5

Quality Assurance

5.6

Reporting of events

The Manager shall without undue delay after It has knowledge thereof, at the latest through the weekly reports, give written notice to the Management of (including, but not limited to):

(i)

any medical treatment of crew, as well as lost time incidents;

(ii)

the occurrence of any default by any of the parties under any Employment Contract or any other relevant contract in respect of the Vessel;

(iv)

the occurrence of an event or condition which would permit any party under an Employment Contract or any other contract In respect of the Vessel to terminate such contract; or In the case of the Employment Contracts place the Vessel on a materially reduced zero day rate for a period exceeding 48 hours;

(v)

any environmental event or accident, e.g. any release of hazardous materials by or in respect of the Vessel or caused by the Vessel or its operations;

(vi)

Page 12

(vii)

any other claim exceeding USD 250,000, or if several claims, exceed an aggregate value of USD 500,000 during a 12 month period.

In the case of off-hire, the Owner acknowledges that off-hire will be shown in the daily drilling reports provided to the Management.

MANAGER'S USE OF OTHER GROUP COMPANIES AS SUBCONTRACTORS

The Manager may at its own discretion enter Into agreements with other Group Companies including, but not limited to, Ocean Rig UK Ltd., Ocean Rig Offshore Management Ltd., Ocean Rig Canada Inc., Ocean Rig North Sea AS and Ocean Rig UDW LLC to carry out parts of the scope of this Agreement.

MANAGEMENT FEE

7.1

The Management Fee

The Manager shall receive an annual management fee (the " Management Fee ") as compensation for the services provided by it to the Owner under Clauses 3-5 of this Agreement (the " Services ").

7.2

Cost base for Management Fee

For the purposes of this Agreement, the term "Operating Costs " shall be defined as all operating costs incurred by the Manager in rendering the Services, including:

the Manager's expenses for materials and supplies consumed in rendering the Services;

the Manager's office expenses;

depreciations of the Manager's fixed assets;

the Manager's travel costs; and

all other of the Manager's direct and Indirect Operating costs attributable to the rendering of the Services, including other administrative costs related to the operation of the Manager's organization.

The Operating Costs shall not include costs directly attributable to the Manager's rendering of services to other customers than the Owner, Including customers who are rig-owning Group Companies. The Operating Costs shall, however, Include a proportionate share of the Manager's total indirect costs (overhead costs, etc.) attributable to Its rendering of services to its customers, including indirect costs attributable to various vessels under the Manager's management.

The Operating Costs shall not include non-operating costs, including:

financial expenses, including interest costs; and

tax.

For the purposes of this Agreement, " Pass-Through Costs " includes:

fees and other costs paid by the Manager with its own funds to third party sub-contractors engaged by the Manager in the rendering of the Services;

insurance premiums and deductibles under Insurances covered by sub-Clauses 4.3.1 and 4.3.2 above if exceptionally paid by the Manager with its own funds; and

Vessel Operating Costs if exceptionally paid by the Manager with its own funds.

Page 13

Pass-Through Costs do not qualify as Operating Costs.

7.3

Preliminary Fee: calculation and payment

The Owner undertakes to provide the Manager with such information on its requirements for the Services as shall be required by the Manager for the purposes of this budgeting process.

A preliminary fee due from the Owner to the Manager for the coming year (the "Preliminary Fee") shall then be calculated, The Preliminary Fee shall consist of the sum of:

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the commercial management and insurance services (see Clause 4), added a 7 % mark-up;

the part of the budgeted Operating Costs directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 % mark-up; and

the budgeted Pass-Through Costs.

7.4

Settlement of Management Fee

When the Manager's annual accounts have been prepared, the Management Fee shall be calculated, based on those prepared accounts. The Management Fee shall consist of the sum of:

the part of the actual Operating Costs incurred by the Manager in the relevant year directly and indirectly attributable to rendering the administrative services (see Clause 3), added a 5 % mark-up;

the part of the actual Operating Costs Incurred by the Manager in the relevant year directly and indirectly attributable to rendering the technical management services (see Clause 5), added a 7 °A) mark-up; and

the actual Pass-Through Costs incurred by the Manager in the relevant year.

Page 14

If, exceptionally, a part of the actual Operating Costs have been covered by the Manager using the Owners funds ( " Owner Covered Operating Costs ") the Management Fee shall be reduced by an amount equal to the Owner Covered Operating Costs.

If the Management Fee is greater than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Positive Settlement Payment " by the Owner to the Manager. If the Management Fee is less than the total Preliminary Fee paid by the Owner throughout the year, the difference shall be paid as a " Negative Settlement Payment " by the Manager to the Owner. The Positive Settlement Payment or Negative Settlement Payment shall take place no later than 15 days after the date when the Manager's annual accounts have been finalized and audited,

7.5

Adjustment of Management Fee to satisfy transfer pricing requirements

OWNER'S EQUIPMENT

EMPLOYMENT OF AGENTS AND SUBCONTRACTORS

In any Employment Contract or other contracts In respect of the Vessel, the Manager shall (without prejudice to the generality of the powers vested in it as aforesaid) be entitled (but not bound):

(i)

(ii)

to engage subcontractors for the performance of specific assignments;

(iii)

subject to sub-Clause 3.1.1, to establish and maintain such bank account or accounts as the Manager may deem necessary or expedient; and

(iv)

10.

LOANS BETWEEN THE OWNER AND THE MANAGER

Page 15

From time to time the Manager may borrow funds from the Owner, and the Owner may borrow funds from the Manager as a result of ordinary business transactions between the parties or as funding of working capital within the Group in general. Such Intercompany loans shall bear interest at a rate corresponding to (i) the lender's average cost of funding from time to time, from external loans, adjusted quarterly in arrears, plus (ii) an additional flat profit margin of 0.25 per cent. The margin is subject to annual adjustments in connection with transfer pricing requirements.

11.

TAXES

The Owner shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including but not limited to that of the country in which the Vessel is operating, which (i) are based on income, profits or gain deriving from the operation or sale of the Vessel and which are imposed or assessed by any country in which the Owner is subject to tax by reason of the operation of the Vessel, or (ii) are imposed or assessed by the government of the country under which the Owner is organised, or any political sub-division thereof, or (III) otherwise result from the ownership or operation of the Vessel or the business operations of the Owner. the Manager shall be liable to pay all taxes, levies and charges imposed by any taxing authority, including in all countries in which the Manager operates, which (i) are based on income, profit or gain (if any) derived from remuneration paid to the Manager under this Agreement, (ii) are imposed or assessed by any country in which the Manager Is subject to tax by reason of the performance of services under this Agreement, or (iii) are imposed or assessed by the government of the country under which the Manager is organised or any political sub-division thereof.

12.

CONSULTATION

Upon request by the Owner the Manager shall consult In detail with the Owner on any aspect of the management of the Vessel.

13.

DURATION AND TERMINATION

13.1

Duration

The Agreement shall be effective for a period up to 31st March 2025.

13.2

Termination

13.3

Effect of termination

If this Agreement is terminated the Manager shall (subject to completion of any subsisting drilling operations) redeliver the Vessel at the expense of the Owner to the Owner at such place as the Owner may request, provided that the Owner shall make pre-payment to the Manager of any costs to be incurred by the Manager in doing so. During such termination period the Manager will assist in full to compile final reports. Immediately return all Vessel related documentation, transition to new

Page 16

managers and other assistance as may be reasonably required by the Owner and that fall within the scope of this Agreement.

Termination of this Agreement shall be without prejudice to any outstanding claims under this Agreement which either Party may have against the other.

The termination of this Agreement shall be without prejudice to all rights accrued due between the Manager and Owner prior to the date of termination.

14.

AUDIT AND ATTENDANCE / SUPERVISION

14.1

Audit

14.2

Attendance / Supervision

The Owner, the Owner's representative and / or Its duly appointed representatives shall have the right to attend and supervise the Vessel during all phases and periods when this Agreement is in force

15.

ASSIGNMENT

The Owner may, without the consent of the Manager, assign its rights hereunder to its lenders by way of security for borrowings to finance the purchase of the Vessel.

16.

EXCLUSION OF SET OFF

17.

INDEMNITY

Except as provided in below, neither Manager nor any officer, director, shareholder or employee thereof shall be liable to Owner or to any third party, Including officers or Crew member employed on

Page 17

the Vessel or in connection therewith, for any loss or damage arising directly or indirectly out of the performance by Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall indemnify and hold harmless and defend Manager of any of its obligations in respect of the Vessel under this Agreement. Owner shall Indemnify and hold harmless and defend Manager, its officers, directors, shareholders and employees against any and all claims and demands (including costs and reasonable attorneys fees of defending such claim or demand) and any other losses or liabilities arising directly or indirectly out of the performance by Manager of any of its duties in respect of the Vessel under this Agreement.

The provisions of this Clause shall not apply with respect to any loss, damage, claim, demand, or liability if and to the extent that the same results from the Manager's, its officers, its directors', or employees' gross negligence or wilful misconduct In the performance of its duties under this Agreement.

18.

FORCE MAJEURE

19.

SURVIVAL OF PROVISIONS

The provisions of Clauses 11 (Taxes), 17 (Indemnity) 22 (Confidentiality) and 23 (Governing law), shall survive cancellation or termination of this Agreement, howsoever caused.

20.

COUNTERPARTS

This Agreement may be executed simultaneously In any number of counterparts each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement,

21.

MODIFICATION OF AGREEMENT

22.

CONFIDENTIALITY

Page 18

Except as may be required by applicable law this Agreement including all terms, detailed conditions and period is to be kept private and confidential and beyond the reach of any third party.

23.

GOVERNING LAW

This Agreement shall be governed by and construed In accordance with English Law.

24.

ARBITRATION

All disputes arising out of this Agreement shall be arbitrated at London in the following manner. One arbitrator is to be appointed by each of the Patties hereto and a third by the two so chose. Their decision or that of any two of them shall be final and for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matter. Such arbitration is to be conducted In accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceeding are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or reenactment thereof.

Page 19

This Agreement is made in two (2) originals, one for each Party.

Ocean Rig Management		Drillship Alonissos Owners Inc.

/s/ Dr. Adriano Cefai DIRECTOR OMEGA SERVICES LTD. 5/1 MERCHANTS LTD VALETTA 1171		/s/ Dr. Adriano Cefai DIRECTOR MARE SERVICES LTD. 5/1 MERCHANTS LTD VALETTA 1171
By: Dr. Adriano Cefai		By: Dr. Adriano Cefai
Director of OMEGA SERVICES LIMITED -		Director of MARE SERVICES LIMITED -
Sole Director of Ocean Rig Management		Sole Director of Drillship Alonissos Owners Inc.

US$120,000,000	November 18, 2014
	New York, New York

EXCHANGEABLE PROMISSORY NOTE

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, DRYSHIPS INC., a company organized under the laws of the Marshall Islands (the " Borrower "), hereby unconditionally promises to pay to the order of Alley Finance Co., a company organized under the laws of the Marshall Islands and a wholly owned subsidiary of Ocean Rig UDW Inc., or its permitted assigns (the " Noteholder ", and together with the Borrower, the " Parties "), the principal amount of ONE HUNDRED TWENTY MILLION UNITED STATES DOLLARS (US$120,000,000) (the " Loan ") or the principal amount then outstanding, together with all accrued interest thereon and all other amounts owing hereunder, as provided in this Exchangeable Promissory Note (this " Note ").

1. Definitions . Capitalized terms used herein shall have the meanings set forth in this Section 1 .

" ABN AMRO Facility " means the term loan facility provided to the Borrower pursuant to the ABN AMRO Facility Agreement.

" ABN AMRO Facility Agreement " means the facility agreement, dated as of November 14, 2014, among the Borrower, ABN AMRO Bank N.V., in its various capacities, and the other parties thereto.

" ABN AMRO Obligations " shall have the meaning given to the term "Secured Liabilities" in the ABN AMRO Facility Agreement.

" ABN AMRO Rate " means the interest rate per annum that is in effect under the ABN AMRO Facility for the relevant period (or if the ABN AMRO Facility has been repaid in full, the interest rate per annum that would have been in effect had amounts remained outstanding under the ABN AMRO Facility). When determining the ABN AMRO Rate for periods after the ABN AMRO Facility has been repaid in full, the following assumptions shall apply: (i) an Interest Period (as defined in the ABN AMRO Facility Agreement) of three (3) months shall have been selected; and (ii) at all times after the Initial Maturity Date (as defined in the ABN AMRO Facility Agreement), the "Margin" under the ABN AMRO Facility Agreement shall be equal to the greater of (a) 8.75% and (b) the highest "Margin" that was actually agreed pursuant to Section 8.5 of the ABN AMRO Facility Agreement while the ABN AMRO Facility was outstanding.

" Advance " means the disbursement of the Loan made by the Noteholder to the Borrower pursuant to Section 2.2 .

" Affiliate " means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

" Applicable Rate " means:

(i)

For the period from the Closing Date to and including the date that is one year after the Closing Date, a rate per annum equal to (a) the ABN AMRO Rate plus (b) 3.00%;

(ii)

After the date that is one year after the Closing Date, the greater of:

the ABN AMRO Rate plus 3.00%, and

LIBOR plus 11.75%.

" Anti-Terrorism Law " means any Law related to money laundering or financing terrorism, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56) (the " USA PATRIOT Act "), the Currency and Foreign Transactions Reporting Act, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959) (also known as the " Bank Secrecy Act "), the Trading With the Enemy Act (50 U.S.C. § I et seq., as amended) and Executive Order 13224 (effective September 24, 2001).

" Blocked Person " means any Person that (a) is publicly identified on the most current list of "Specially Designated Nationals and Blocked Persons" published by the Office of Foreign Assets Control of the US Department of the Treasury (" OFAC ") or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (b) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Law.

" Borrower " has the meaning set forth in the introductory paragraph.

" Borrowing Notice " has the meaning set forth in Section 2.2.

" Business Day " means any day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York, London, England and Athens, Greece are not required to be open.

" Change of Control " means any transaction or series of transactions resulting, directly or indirectly, in (a) the sale of all or substantially all of the assets of the Borrower

-2-

and its Subsidiaries taken as a whole to any Person or group; (b) a sale resulting in more than 50 percent of the Equity Interests of the Borrower being held by any Person or group; or (c) a merger, consolidation, recapitalization or reorganization of the Borrower with or into any Person.

" Closing Date " means November 18, 2014.

" Commitment Period " means the period from the Closing Date to and including December I, 2014.

" Control ", including the terms "controlled by" and "under common control with", when used with respect to any specified Person, means the possession, directly or indirectly, of (a) more than 50% of the securities or other ownership interests in such Person or the voting power of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

" Debt " of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates, currency exchange rates or commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Borrower; and (h) indebtedness set out in clauses (a) through (g) of any Person other than Borrower secured by any lien on any asset of the Borrower, whether or not such indebtedness has been assumed by the Borrower.

" Default " means any of the events specified in Section 10 that constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 10 would, unless cured or waived, become an Event of Default.

" Default Rate " means, at any time, the Applicable Rate plus 3%.

" Event of Default " has the meaning set forth in Section 10 .

-3-

" Equity Interests " means (a) any capital stock, share, partnership or membership interest, unit of participation or other similar interest (however designated) in any Person and (b) any option, warrant, purchase right, conversion right, exchange right, voting right or other contractual obligation which would entitle any Person to acquire any such interest in such Person or otherwise entitle any Person to share in the equity, profit, earnings, losses or gains of such Person (including stock appreciation, phantom stock, profit participation or other similar rights).

" Exchange Price " means US$13.50 per Ocean Rig Share, as such price may be adjusted pursuant to Section 12.3.

" Existing Debt " means the Borrower's convertible bond in the initial principal amount of $700,000,000, issued under an indenture dated 17 November 2009 (as amended from time to time) and maturing on 1 December 2014.

" Funding Date " means the date that the Advance is funded by the Noteholder.

" GAAP " means generally accepted accounting principles in the United States of America as in effect from time to time.

" Governmental Authority " means any Federal, state, local, foreign, political subdivision, court, administrative agency, commission or department or other governmental authority, regulatory body or instrumentality.

" Interest Payment Date " means the last Business Day in each March, June, September and December of each year, with the first Interest Payment Date being the last Business Day in December 2014.

" Law " as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

" LIBOR " means, for any day, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person that takes over the administration of that rate) for dollars deposits having a maturity of three (3) months displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service that publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Noteholder may specify another page or service displaying the relevant rate after consultation with the Borrower.

" Loan " has the meaning set forth in the introductory paragraph.

-4-

" Material Adverse Effect " means a material adverse effect on (a) the business, assets, properties, operations or condition (financial or otherwise) of the Borrower or its Subsidiaries taken as a whole; (b) the validity or enforceability of the Note; (c) the material rights or remedies of the Noteholder hereunder; or (d) the Borrower's ability to perform any of its material obligations hereunder.

" Maturity Date " means the earlier of (a) the Scheduled Maturity Date, and (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 11.

" Maximum Principal Amount " means $120,000,000.

" Note " has the meaning set forth in the introductory paragraph.

" Noteholder " has the meaning set forth in the introductory paragraph.

" Ocean Rig " means Ocean Rig UDW Inc. a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands.

" Ocean Rig Shares " means (i) the duly authorized and issued common stock of Ocean Rig with a par value of $0.01 per share, and (ii) any capital shares into which such common shares shall have been changed or any share capital resulting from a reclassification of such common shares.

" Order " as to any Person, means any order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

" Parties " has the meaning set forth in the introductory paragraph.

" Person " means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority or other entity.

" Proceedings " means actions, suits, claims, investigations or legal or administrative or arbitration proceedings

" Scheduled Maturity Date " means the earlier of (i) the date falling 18 months after the Funding Date and (ii) June 1, 2016.

" Subsidiary " means, with respect to any Person, any other Person of which the outstanding equity securities or other ownership interests having the power to elect the

-5-

majority of the board of directors or comparable managing body of such Person are owned, directly or indirectly, by the first Person.

" Threshold Amount " means $25,000,000.

" USA PATRIOT Act " has the meaning set forth in the definition of Anti-Terrorism Law.

2. Loan Disbursement Mechanics .

2.1 Commitment . Subject to satisfaction of the conditions precedent set forth herein, the Noteholder shall make the Loan available to the Borrower in one Advance during the Commitment Period in an amount not to exceed the Maximum Principal Amount. Amounts borrowed and repaid hereunder may not be reborrowed. Upon the expiration of the Commitment Period, the Noteholder shall no longer be obligated to make an Advance to the Borrower hereunder.

2.2 The Advance . (A) As a condition to the disbursement of the Advance, the Borrower shall, at least one (1) Business Day prior to the requested disbursement date, deliver to the Noteholder a written notice in the form attached hereto as Exhibit A (a " Borrowing Notice ") setting out (a) that no Default has occurred and is continuing; (b) the amount of the Advance, which amount may not exceed the Maximum Principal Amount; and (c) the date on which the Advance is to be disbursed. The Borrowing Notice shall be deemed to repeat the Borrower's representations and warranties in Section 7 as of the date thereof. The Loan shall be available in one (1) Advance in a principal amount not to exceed the Maximum Principal Amount. Subject to satisfaction of the conditions precedent set forth herein and the terms hereof, upon receipt of the Borrowing Notice, the Noteholder shall make available to the Borrower, on the disbursement date set forth in the Borrowing Notice, the Advance in immediately available funds.

2.3 Conditions to the Advance . The obligation of the Noteholder to make the Advance hereunder is subject to satisfaction of the following conditions precedent:

(a)

The Borrower shall have duly executed and delivered this Note to the Noteholder;

(b)

The Noteholder shall have received from the Borrower a copy of the officer's certificate attaching and/or certifying (i) the organizational documents of the Borrower, (ii) the resolutions or other authority documents of the Borrower required in connection with the Loan, (iii) as to the incumbency of the members of board of directors of the Borrower, the signatory of the Borrower executing this Note, and the signatory of the Borrower that will execute the Borrowing Notice;

-6-

(c)

A good standing certificate in respect of the Borrower issued by the appropriate governmental authority in its jurisdiction of organization;

(d)

The Noteholder shall have received a copy of a certificate from the chief executive officer or any other senior executive officer of the Borrower certifying that the execution, delivery and performance by the Borrower of this Note and compliance by the Borrower and its Subsidiaries with the terms and conditions herein and the consummation of the transactions contemplated hereby do not and will not (i) infringe or conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the documents constituting the Borrower or any of its Subsidiaries; (ii) infringe or conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Borrower or any of its Subsidiaries pursuant to any loan agreement, facility agreement, indenture, trust deed, mortgage or other agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which it or any of its properties is bound; or (iii) infringe any existing applicable law, rule or regulation or any judgment, decree or order of any applicable government, governmental body or court having jurisdiction over the Borrower or any of its subsidiaries or any of their respective properties;

(e)

The Noteholder shall have received legal opinions addressed to the Noteholder from New York and Marshall Islands counsel to the Borrower in form and substance acceptable to the Noteholder;

(f)

The Noteholder shall have received a fairness opinion in form and substance acceptable to the Noteholder;

(g)

The Noteholder shall have received evidence satisfactory to it that the Existing Debt will be repaid in full by December 1, 2014;

(h)

The Noteholder shall have received a Borrowing Notice in accordance with Section 2.2;

(i)

No Default or Event of Default shall have occurred and be continuing or would be caused by the funding of the Advance;

(j)

The Noteholder shall have received evidence satisfactory to the Noteholder that the Borrowers has paid the fees required pursuant to Section 4 hereof; and

(k)

There has been no Material Adverse Effect.

-7-

2.4 Ranking; Subordination . The Loan will be the Borrower's general unsecured senior obligation and will rank equally in right of payment to all of its existing and future obligations that are not expressly subordinated in right of payment to the Loan. Notwithstanding the foregoing, the payment and performance by the Borrower of its obligations in connection with this Loan shall be subordinated to the ABN AMRO Obligations until the repayment in full of the ABN AMRO Obligations and shall be subject to certain restrictions on prepayment as set forth in the ABN AMRO Facility Agreement; provided that the Borrower shall be permitted to make regularly scheduled payments of principal, interest and fees hereunder pursuant to Section 3.1, Section 4.1 and Article 5 (including the repayment of all amounts due on the Maturity Date) so long as no Default (as defined in the ABN AMRO Facility Agreement) shall have occurred and be continuing.

3. Final Payment Date; Optional Prepayments .

3.1 Final Payment Date . Subject to Section 2.4, the aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, fees, and all other amounts payable under this Note, shall be due and payable on the Maturity Date.

3.2 Optional Prepayment . Subject to Section 2.4, the Borrower may prepay, without fees or penalties, the Loan in whole or in part at any time or from time to time by paying the principal amount to be prepaid (which shall be in a minimum amount of $1,000,000 or a multiple of that amount) together with accrued interest thereon to the date of prepayment in accordance with the terms hereof.

4. Fees .

4.1 Arrangement Fee . The Borrower shall pay to the Noteholder a fee in the amount of $3,000,000 on the Closing Date.

5. Interest .

5.1 Interest Rate . Except as otherwise provided herein, the outstanding principal amount of the Loan shall bear interest each day at the Applicable Rate for such day from the date the Loan was made until the Loan is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise.

5.2 Interest Payment Dates . Interest shall be payable quarterly m arrears to the Noteholder on each Interest Payment Date.

5.3 Default Interest . If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall bear interest at the Default Rate from the date of such non-payment until such overdue amount is paid in full.

-8-

5.4 Computation of Interest and Fees . All computations of interest and fees shall be made on the basis of a year of 365 days and the actual number of days elapsed. Interest on the Loan shall begin to accrue on the day on which the Advance is made, and shall not accrue on the Loan for the day on which it is paid.

5.5 Interest Rate Limitation . lf at any time and for any reason whatsoever, the interest rate payable on the Loan shall exceed the maximum rate of interest permitted to be charged by the Noteholder to the Borrower under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law and that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest permitted by applicable Law shall be deemed a voluntary prepayment of principal or, if the ABN AMRO Facility is outstanding, returned to the Noteholder.

5.6 Taxes . All payments in respect of or relating to this Note by the Borrower shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any tax jurisdiction unless the withholding or deduction is required by Jaw. If withholding or deduction is required by Jaw, the Borrower shall pay such additional amounts as are necessary in order that the net amounts received by the Noteholder after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of or relating to this Note in the absence of the withholding or deduction.

6. Payment Mechanics .

6.1 Manner of Payments . All payments of interest, principal and fees shall be made in lawful money of the United States of America no later than 12:00 PM New York time on the date on which such payment is due by wire transfer of immediately available funds to the Noteholder's account at a bank specified by the Noteholder in writing to the Borrower from time to time.

6.2 Application of Payments . Subject to Section 2.4, all payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the principal amount outstanding under the Note.

6.3 Business Day Convention . Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.

6.4 Rescission of Payments . If at any time any payment made by the Borrower under this Note is rescinded or must otherwise be restored or returned upon the

-9-

insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Borrower's obligation to make such payment shall be reinstated as though such payment had not been made.

6.5 Repayment with Ocean Rig Shares . Amounts payable on the Maturity Date may, subject to compliance with any restrictions set forth in the ABN AMRO Facility Agreement, at the option of the Noteholder in its sole and absolute discretion, be required to be repaid, in whole or in part (such amount that is required to be repaid through delivery of Ocean Rig Shares, the " PIK Amount "), by delivery to the Noteholder of Ocean Rig Shares as set forth herein. Repayment of the PIK Amount shall be satisfied upon delivery to the Noteholder of Ocean Rig Shares having an aggregate value (based on each Ocean Rig Share having a value equal to the Exchange Price) equal to (a) the PIK Amount less (b) an amount equal to the difference between the aggregate amount of interest paid to date on the PIK Amount and the aggregate amount of interest that would have been payable to date on the PIK Amount had the PIK Amount accrued interest during such period at a rate that was at all times 3.5% less than the interest rate that was actually in effect during such period.

7. Representations and Warranties . The Borrower hereby represents and warrants to the Noteholder on the date hereof as follows:

7.1 Existence; Compliance With Laws . The Borrower is (a) a corporation duly formed, validly existing and in good standing under the Jaws of its jurisdiction of incorporation and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being conducted and (b) in compliance with all Laws and Orders applicable to it or by which any of its properties or assets are bound.

7.2 Power and Authority . The Borrower has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

7.3 Authorization; Execution and Delivery . The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action and in accordance with all applicable Laws. The Borrower has duly executed and delivered this Note.

7.4 No Approvals . No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Borrower to execute, deliver, or perform any of its obligations under this Note.

7.5 No Violations . The execution and delivery of this Note and the consummation by the Borrower of the transactions contemplated hereby do not and will not (including, without limitation, after the giving of notice or the passage of time) (a)

-10-

violate any provision of the Borrower's organizational documents; (b) violate any Law or Order applicable to the Borrower or by which any of its properties or assets are bound; or (c) constitute a default or an event of default under any material agreement or contract by which the Borrower is bound.

7.6 Enforceability. This Note is a valid, legal and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effects of (a) bankruptcy, insolvency, reorganization, moratorium and similar laws effecting creditors' rights generally and (b) general equitable principles (regardless of whether enforcement is sought in equity or at law).

7.7 No Litigation . No action, suit, litigation, investigation or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to its knowledge, threatened by or against the Borrower or any of its property or assets (a) with respect to the Note or any of the transactions contemplated hereby or (b) that could reasonably be expected to have a Material Adverse Effect.

8. Affirmative Covenants . Until all amounts outstanding under this Note have been paid in full and the Commitment Period has ended, the Borrower shall, and shall unless otherwise specified cause each of its Subsidiaries to:

8.1 Maintenance of Existence . (a) Preserve, renew and maintain in full force and effect its organizational existence and (b) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

8.2 Compliance. Comply with (a) all of the terms and provisions of its organizational documents; (b) its obligations under its material contracts and agreements; and (c) all Laws and Orders applicable to it and its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

8.3 Payment Obligations . Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings, and reserves in conformity with GAAP with respect thereto have been provided on its books and such failure could not reasonably be expected to have a Material Adverse Effect.

8.4 Notice of Certain Events . As soon as possible and in any event within two (2) Business Days after it becomes aware that a Default or an Event of Default has occurred, notify the Noteholder in writing of the nature and extent of the relevant default.

-11-

8.5 Use of Proceeds . Use the proceeds of the Loan to repay the Existing Debt.

8.6 Maintenance of Ocean Rig Shares . After the termination or repayment in full of the ABN AMRO Facility, the Borrower shall at all times maintain ownership and control of freely available Ocean Rig Shares (such shares to be free of impairments in accordance with Section 12.4) in an amount sufficient to satisfy in full the Noteholder's exchange rights pursuant to Section 12 hereof if the Noteholder were to exchange the entire outstanding amount of the Loan for Ocean Rig Shares on the date of determination.

8.7 Further Assurances . Upon the request of the Noteholder, promptly execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Note.

8.8 Financial Covenants. The Borrower shall at all times maintain, on a consolidated basis, a:

(a)

Minimum Market Adjusted Equity Ratio of20%;

(b)

Minimum Interest Cover Ratio of 2.05 to 1.00; and

(c)

Minimum Market Adjusted Net Worth of$1,000,000,000.

In this clause, the following definitions shall apply:

" Adjusted Equity " means, as of any compliance date, the value of the stockholders' equity of the Group determined on a consolidated basis in accordance with GAAP and as shown in the consolidated balance sheets for the Borrower in the Applicable Accounts, adjusted by adding or subtracting (depending on whether the same is positive or negative) any difference between:

(a)

the value of Total Assets determined on a consolidated basis in accordance with GAAP and as shown in such consolidated balance sheets; and

(b)

the Market Value Adjusted Total Assets;

" Applicable Accounts " means, in relation to a compliance date or an accounting period, the consolidated balance sheets and related consolidated statements of stockholders' equity, income and cash flows of the Borrower set out in the annual financial statements or interim financial statements prepared as of the compliance date or, as the case may be, the last day of the accounting period in question;

-12-

" EBITDA " means, for any accounting period, the consolidated net income of the Group for that accounting period:

(a)

plus, to the extent deducted in computing consolidated Net Income of the Group for that accounting period, the sum, without duplication, of:

(i) all federal, state, local and foreign taxes and tax distributions;

(ii) Net Interest Expenses; and

(iii) depreciation, depletion, amortisation of intangibles and other noncash charges or non-cash losses (including non-cash transaction expenses and the amortisation of debt discounts) and any extraordinary, exceptional or infrequently occurring losses not incurred in the ordinary course of business;

(b)

minus, to the extent added in computing consolidated net income of the Group for that accounting period, any non-cash income or non-cash gains and any extraordinary, exceptional or infrequently occurring gains not incurred in the ordinary course of business;

all determined on a consolidated basis in accordance with GAAP and as shown in the consolidated statements of income for the Group in the Applicable Accounts;

" Group " means, together, the Borrower and its subsidiaries (direct or indirect);

" Interest Coverage Ratio " means, in relation to a compliance date or an accounting period, the ratio of (a) EBITDA for the most recent financial period of the Group ending on the compliance date to (b) the Net Interest Expenses for that financial period (calculated on a trailing 12-months basis);

" Market Adjusted Equity Ratio " means, in relation to a compliance date, the ratio of (a) the Adjusted Equity for the most recent financial period of the Group ending on the compliance date to (b) the aggregate of (i) Total Interest Bearing Liabilities and (ii) Adjusted Equity for that financial period;

" Market Value " means, in relation to each fleet vessel, the market value of the vessel as determined by the management of the Borrower;

" Market Value Adjusted Net Worth " means Paid-Up Capital plus General Reserves plus Retained Earnings adjusted to reflect the difference between the book values of the fleet vessels and the Market Values of all fleet vessels at any relevant time;

-13-

" Market Value Adjusted Total Assets " means, at any time, Total Assets adjusted to reflect the Market Value of all fleet vessel;

" Net Income " means, in relation to each financial year of the Borrower, the aggregate income of the Group appearing in the Applicable Accounts for that financial year less the aggregate of:

(a)

the amounts incurred by the Group during that financial year as expenses of its business;

(b)

depreciation, amortization and all interest in respect of all Financial Indebtedness of the Group paid by all members of the Group during that financial year;

(c)

Net Interest Expenses;

(d)

taxes; and

(e)

other items charged to the Borrower's consolidated profit and loss account for the relevant financial year;

" Net Interest Expenses " means, as of any compliance date, the aggregate of all interest, commitment and other fees, commissions, discounts and other costs, charges or expenses accruing due from all the members the Group during that accounting period less interest income received, determined on a consolidated basis in accordance with GAAP and as shown in the consolidated statements of income for the Group in the Applicable Accounts;

" Paid-Up Capital ", " General Reserves " and "Retained Earnings " have the meanings described to them in the Applicable Accounts;

" Total Assets " means, as of any compliance date, the aggregate value of all trade debtors and the value of all stock (valued in accordance with GAAP) and all other investments and other tangible and intangible assets of the Group properly included in the Applicable Accounts as "fixed assets" in accordance with GAAP but excluding any assets held on trust;

" Total Interest Bearing Liabilities " means, as of any compliance date, the consolidated total amount of the interest bearing Financial Indebtedness of the Group; and

-14-

" Total Liabilities " means, as of any compliance date, the aggregate Financial Indebtedness of the Group.

9. Negative Covenants . Until all amounts outstanding under this Note have been paid in full and the Commitment Period has ended, the Borrower shall not, and shall not unless otherwise specified permit any of its Subsidiaries to:

9.1 Compliance With Anti-Terrorism Regulations

(a)

(i) Violate any Anti-Terrorism Laws or (ii) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designatedby the Organization for Economic Co-operation and Development's Financial Action Task Force on Money Laundering or (iii) permit any of its Affiliates to violate these laws or engage in these actions.

(b)

(i) Become a Blocked Person or (ii) permit any of its Affiliates to become a Blocked Person.

(c)

Conduct any business or engage in making or receiving any contribution of goods, services or money to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or (iv) permit any of its Affiliates to do any of the foregoing.

9.2 Merger . The Borrower shall not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction unless the surviving entity expressly agrees to assume and be bound by the Borrower's obligations in connection with the Loan.

9.3 Dividends . While any amount is outstanding under this Note, the Borrower shall not make or pay any dividend or other distribution (in cash or in kind) in respect of its share capital.

10. Events of Default . The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:

10.1 Failure to Pay . The Borrower fails to pay (a) any principal amount of the Loan when due or (b) interest, fees or any other amount when due and such failure continues for three (3) Business Days.

10.2 Breach of Representations and Warranties . Any representation or warranty made

-15-

or deemed made by the Borrower to the Noteholder herein is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.

10.3 Breach of Covenants . The Borrower fails to observe or perform (a) any covenant, condition or agreement contained in Section 8.8 or (b) any other covenant, obligation, condition or agreement contained in this Note other than those specified in clause (a) above and Section 10.1 and such failure continues for 20 days.

10.4 Cross-Acceleration . Any amount (in excess of the Threshold Amount) of any of the Debt of the Borrower (other than debt arising under this Note) becomes due and payable by acceleration before its maturity.

10.5 Bankruptcy .

(a)

The Borrower commences any case, proceeding or other action (i) under anyexisting or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors;

(b)

there is commenced against the Borrower any case, proceeding or other action of a nature referred to in Section 10.5(a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 90 days;

(c)

there is commenced against the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof;

(d)

the Borrower takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 10.5(a) , Section 10.5(b) or Section 10.5(c) above; or

(e)

the Borrower is generally not able to, or admits in writing its inability to,

-16-

pay its debts as they become due.

10.6 Judgments . One or more judgments or decrees shall be entered against the Borrower and all of such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof, in an amount in excess of the Threshold Amount.

10.7 Change of Control . The occurrence of a Change of Control.

11. Remedies . Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Borrower (a) terminate its commitment to make the Advance hereunder; (b) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable; and/or (c) exercise any or all of its rights, powers or remedies under this Note or applicable Law; provided, however that, if an Event of Default described in Section 10.5 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Noteholder.

12. Exchange . Subject to compliance with any restrictions set forth in the ABN AMRO Facility Agreement, this Note shall be exchangeable into Ocean Rig Shares on the terms and conditions set forth in this Section 12.

12.1 Exchange Right . At any time or times on or after the Funding Date, the Noteholder shall be entitled to exchange any portion of the outstanding amount of the Loan (any such amount, the "Exchange Amount") for Ocean Rig Shares as set forth herein.

12.2 Exchange Rate . The Borrower's obligation to deliver Ocean Rig Shares pursuant to this Section 12 shall be satisfied upon delivery to the Noteholder of Ocean Rig Shares having an aggregate value (based on each Ocean Rig Share having a value equal to the Exchange Price) equal to (a) the Exchange Amount less (b) an amount equal to the difference between the aggregate amount of interest paid to date on the Exchange Amount and the aggregate amount of interest that would have been payable to date on the Exchange Amount had the Exchange Amount accrued interest during such period at a rate that was at all times 3.5% less than the interest rate that was actually in effect during such period.

12.3 Adjustment of Exchange Price upon Subdivision or Combination of Shares . If Ocean Rig at any time on or after the Closing Date subdivides (by any share split, share dividend, recapitalization or otherwise) one or more classes of its outstanding Ocean Rig Shares into a greater number of shares, the Exchange Price in effect immediately prior to such subdivision will be proportionately reduced. If Ocean Rig

-17-

at any time on or after the Closing Date combines (by combination, reverse share split or otherwise) one or more classes of its outstanding Ocean Rig Shares into a smaller number of shares, the Exchange Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 12.3 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 12.3 occurs during the period that an Exchange Price is calculated hereunder, then the calculation of such Exchange Price shall be adjusted appropriately to reflect such event. If Ocean Rig at any time on or after the Closing Date pays a share dividend on one or more classes of its then outstanding Ocean Rig Shares or otherwise makes a distribution on any class of capital stock that is payable in Ocean Rig Shares, the Exchange Price in effect immediately prior to such dividend or distribution shall be multiplied by a fraction of which the numerator shall be the number of Ocean Rig Shares outstanding immediately before such dividend or distribution and of which the denominator shall be the number of Ocean Rig Shares outstanding immediately after such dividend or distribution.

12.4 Free of Liens; Payment of Taxes . Any Ocean Rig Shares delivered to the Noteholder pursuant to this Section 12 or Section 6.6 shall be fully paid, non assessable, and free and clear of any security interest, mortgage, pledge, lien, encumbrance or other claim. The Borrower shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Ocean Rig Shares pursuant to this Note.

13. Miscellaneous .

13.1 Notices . All notices, requests, or other communications required or permitted hereunder shall be given in writing by personal delivery, facsimile transmission or in electronic (i.e., "pdf" or "tif") format, registered or certified mail, return receipt requested, postage prepaid, or nationally recognized overnight courier, to the party to receive the same at its respective address set forth below, or at such other address as may from time to time be designated by such party to the other in accordance with this Section 13.1:

If to Noteholder, to:

Alley Finance Co.

c/o Ocean Rig UDW Inc.

Tribune House, 2 ^nd Floor

10 Skopa Street

Nicosia, Cyprus CY-1075

-18-

If to Borrower, to:

Athens Shipping Office

109 Kifisias Avenue and Sina Street

151 24 Marousi

Athens, Greece

All such notices and communications shall be deemed to have been delivered and received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of facsimile transmission, on the date of such transmission (with receipt of transmission confirmed) if transmitted during normal business hours on a Business Day or, if not transmitted during business hours on a Business Day, the first Business Day thereafter, (c) in the case of delivery by overnight courier, on the Business Day following dispatch, (d) in the case of mailing, on the third Business Day following such mailing, and (e) in the case of an electronic transmission (i.e., "pdf" or "tif"), with emailed or telephonic confirmation of receipt.

13.2 Expenses; Indemnity . The Borrower shall reimburse the Noteholder on demand for all reasonable costs, expenses and fees (including reasonable expenses and fees of its counsel) incurred by the Noteholder in connection with the enforcement of the Noteholder's rights hereunder. The Borrower agrees to indemnify, exonerate and hold harmless the Noteholder and its Affiliates and their successors and assigns, and each of their respective members, partners, managers, directors, officers, employees, agents, representatives (each an " Indemnified Party ") from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, attorneys' fees, charges and disbursements) incurred by such Indemnified Party (irrespective of whether any such Indemnified Party is a party of the action for which indemnification is sought) as a result of, arising out of, or relating to (a) any inaccuracy in or breach of the representations, warranties or covenants made by the Borrower herein, or (b) the entering into and performance of this Note by any of the Indemnified Parties or the use of the proceeds of the Loan by the Borrower; and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the foregoing losses, liabilities, deficiencies, costs, damages and expenses that is permissible under applicable law.

13.3 Governing Law . The parties hereto have agreed that the validity, construction, operation, and effect of any and all of the terms and provisions of this Note shall be determined and enforced in accordance with the substantive laws of the State of New York without giving effect to principles of conflicts of law thereunder.

-19-

13.4 Suits in New York; Consent to Jurisdiction; Waiver of Jury Trial . The Parties agree that any Proceeding arising out of or relating in any way to this Note or the transactions contemplated hereby shall be brought and enforced exclusively in the state courts of New York located in New York County, New York or the U.S. District Court located in the Southern District of New York. Each of the parties irrevocably (a) consents to the jurisdiction of the state courts of New York located in New York County, New York and the U.S. District Court located in the Southern District of New York in connection with any Proceeding arising out of or relating to this Note or the transactions contemplated hereby; (b) waives to the extent not prohibited by applicable Law and agrees not to assert in any such Proceeding that such Person is not personally subject to the jurisdiction of such courts, that the Proceeding is brought in an inconvenient forum or that the venue of the Proceeding is improper; (c) consents to service of process in any such Proceeding in any manner permitted by the Laws of the State of New York; and (d) agrees that the service thereof may be made by certified or registered mail directed to such Person at such Person's address for purposes of notices hereunder. The provisions of this Section 13.4 shall not restrict the ability of any Party to enforce in any court any judgment obtained in the state courts of New York located in New York County, New York or the U.S. District Court located in the Southern District of New York. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY TIJRY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.5 Counterparts; Integration; Effectiveness . This Note and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Note constitutes the entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Note.

13.6 Successors and Assigns.

(a) After the expiration of the Commitment Period, this Note may be assigned or transferred, in whole or in part, by the Noteholder (or any transferee) to any Person. The Borrower may not assign or transfer this Note or any of its rights or obligations hereunder without the prior written consent of the Noteholder. This Note shall inure to the benefit of, and be binding upon, the Parties, their successors and permitted assigns.

-20-

(b) If this Note is to be assigned or transferred by the Noteholder to any Person, the Noteholder shall surrender this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Noteholder a new Note registered in the assignee's or transferee's name, representing the outstanding principal being transferred or assigned by the Noteholder and, if less than the entire outstanding principal is being transferred or assigned, a new Note to the Noteholder representing the outstanding principal not being assigned or transferred.

(c) After the expiration of the Commitment Period, the Noteholder may, at any time, without the consent of the Borrower, sell participations to one or more Persons in all or a portion of the Noteholder's rights and obligations under this Note.

13.7 Waiver of Notice . The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity and diligence in taking any action to collect sums owing hereunder.

13.8 USA PATRIOT Act . The Noteholder hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify, and record information that identifies the Borrower, which information includes the name of the Borrower and other information that will allow the Noteholder to identify the Borrower in accordance with the US PATRIOT Act, and the Borrower agrees to provide such information from time to time to the Noteholder.

13.9 Interpretation . For purposes of this Note (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive· and (c) the words "herein" "hereof" "hereby" "hereto" and "hereunder" refer to this Note as a whole. The definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to Schedules, Exhibits and Sections mean the Schedules, Exhibits and Sections of this Note; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

13.10 Amendments and Waivers . No term of this Note may be waived, modified

-21-

or amended except by an instrument in writing signed by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

13.11 Headings . The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand or limit any of the terms or provisions hereof.

13.12 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising on the part of the Noteholder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

13.13 Severability . If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction.

13.14 Acknowledgements . The Borrower hereby acknowledges that:

(a)

it has been advised by counsel in the negotiation, execution and delivery of this Note;

(b)

neither the Noteholder nor the Affiliates thereof have any fiduciary relationship with or fiduciary duty to the Borrower arising out of or in connection with this Note, and the relationship between the Noteholder, on the one hand, and the Borrower, on the other hand, in connection herewith is solely that of debtor and creditor;

(c)

no joint venture is created hereby or otherwise exists by virtue of any transactions contemplated hereby; and

(d)

neither the Noteholder nor the Affiliates thereof, nor any receiver or manager appointed by the Noteholder, shall have any liability to the Borrower for any loss caused by an exercise of rights under this Note or by any failure or delay to exercise such a right.

[SIGNATURE PAGE FOLLOWS]

-22-

IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first written above.

BORROWER

DRY SHIPS INC.


By	/s/ Ziad Nakhleh
	Name:	Ziad Nakhleh
	Title:	Chief Financial Officer

NOTEHOLDER

ALLEY FINANCE


By	/s/ Solon Drakoulis
	Name:	Solon Drakoulis
	Title:	Attorney-in-Fact

[SIGNATURE PAGE TO NOTE]

-23-

EXHIBIT A

FORM OF BORROWING NOTICE

Date: [DATE]

To: ALLEY FTNANCE CO.

Ladies and Gentlemen:

1. Reference is made to that certain Exchangeable Promissory Note, dated as of November 18, 2014 (as amended, restated or otherwise modified from time to time, the " Note "; terms defined therein, unless otherwise defined herein, being used herein as therein defined), between you and the undersigned.

2. The undersigned hereby requests that the Advance to be made available under the Note be:

(a)

Funded on [DATE] (a Business Day) (the " Borrowing Date ").

(b)

In the amount of $[AMOUNT].

3. Please remit funds to: [INSERT REMITTANCE INSTRUCTIONS].

4. The undersigned hereby certifies that:

(a) All representations and warranties made by any the Borrower contained in the Note are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Borrowing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).

(b) No event has occurred and is continuing, or would result from the borrowing requested herein or from the application of the proceeds therefrom, that constitutes a Default or Event of Default.

[SIGNATURE PAGE FOLLOWS]

-24-

	Very truly yours,

	DRYSHIPS INC.


	By
	Name:
	Title:

[SIGNATURE PAGE TO BORROWING NOTICE]

SK 26497 0001 6399744

-25-

Exhibit 8.1

LIST OF OCEAN RIG UDW INC. SUBSIDIAIRES

Name of Subsidiary	Jurisdiction of Incorporation
Drill Rigs Holdings Inc.	Marshall Islands
Ocean Rig 1 Shareholders Inc.	Marshall Islands
Ocean Rig 1 Inc.	Marshall Islands
Ocean Rig 1 Greenland Operations Inc.	Marshall Islands
Ocean Rig Falkland Operations Inc.	Marshall Islands
Ocean Rig West Africa Operations Inc.	Marshall Islands
Ocean Rig 2 Shareholders Inc	Marshall Islands
Ocean Rig 2 Inc.	Marshall Islands
Drill Rigs Operations Inc.	Marshall Islands
Ocean Rig EG Operations Inc.	Marshall Islands
Ocean Rig Norway Operations Inc	Marshall Islands
Ocean Rig Liberia Operations Inc.	Marshall Islands
Ocean Rig Ireland Operations Inc.	Marshall Islands
Drillships Holdings Inc.	Marshall Islands
Drillship Hydra Shareholders Inc.	Marshall Islands
Drillship Hydra Owners Inc.	Marshall Islands
Ocean Rig Corcovado Greenland Operations Inc.	Marshall Islands
Drillship Paros Shareholders Inc.	Marshall Islands
Drillship Paros Owners Inc.	Marshall Islands
Drillships Holdings Operations Inc.	Marshall Islands
Ocean Rig Angola Operations Inc.	Marshall Islands
Ocean Rig Gabon Operations Inc.	Marshall Islands
Drillships Investment Inc.	Marshall Islands
Kithira Shareholders Inc.	Marshall Islands
Drillship Kithira Owners Inc.	Marshall Islands
Ocean Rig Poseidon Operations Inc.	Marshall Islands
Skopelos Shareholders Inc.	Marshall Islands
Drillship Skopelos Owners Inc.	Marshall Islands
Drillships Investment Operations Inc.	Marshall Islands
Ocean Rig Namibia Operations Inc.	Marshall Islands
Ocean Rig Cuanza Operations Inc.	Marshall Islands
Drillships Ocean Ventures Inc.	Marshall Islands
Drillship Skiathos Shareholders Inc.	Marshall Islands
Drillship Skiathos Owners Inc.	Marshall Islands
Drillship Skyros Shareholders Inc.	Marshall Islands
Drillship Skyros Owners Inc.	Marshall Islands
Drillship Kythnos Shareholders Inc.	Marshall Islands
Drillship Kythnos Owners Inc.	Marshall Islands
Drillships Ocean Ventures Operations Inc.	Marshall Islands
Ocean Rig Cunene Operations Inc.	Marshall Islands
Ocean Rig Cubango Operations Inc.	Marshall Islands

Ocean Rig Operations Inc.	Marshall Islands
Ireland Drilling Crew Inc.	Marshall Islands
Drillships Financing Holding Inc.	Marshall Islands
Alley Finance Co.	Marshall Islands
Algarve Finance Ltd	Marshall Islands
Ocean Rig Global Chartering Inc.	Marshall Islands
Drillship Alonissos Shareholders Inc.	Marshall Islands
Drillship Alonissos Owners Inc.	Marshall Islands
Ocean Rig Management Inc.	Marshall Islands
Eastern Med Consultants Inc.	Marshall Islands
Ocean Rig Spares Inc.	Marshall Islands
Bluesky Shareholders Inc.	Marshall Islands
Bluesky Owners Inc.	Marshall Islands
Ocean Rig Black Sea Cooperatief U.A.	Netherlands
Ocean Rig Black Sea Operations B.V.	Netherlands
Ocean Rig Drilling Operations Cooperatief U.A.	Netherlands
Ocean Rig Drilling Operations B.V.	Netherlands
Ocean Rig Block 33 Brasil Cooperatief U.A.	Netherlands
Ocean Rig Block 33 Brasil B.V.	Netherlands
Ocean Rig Ghana Limited	Ghana
Ocean Rig Olympia Operations Ghana Limited	Ghana
Primelead Limited	Cyprus
Ocean Rig UDW LLC	U.S.
[Drillships Projects Inc.	Delaware, U.S.
Ocean Rig Canada Inc.	Canada
Ocean Rig North Sea AS	Norway
Ocean Rig AS	Norway
Ocean Rig UK Limited	UK
Ocean Rig Limited	UK
Olympia Rig Angola Holding S.A.	Angola
Olympia Rig Angola Limitada	Angola
Ocean Rig Deepwater Drilling Limited	Nigeria
Ocean Rig do Brasil Servicos de Petroleo Ltda.	Brazil
Ocean Rig Drilling do Brasil Servicos de Petroleo Ltda.	Brazil
Ocean Rig Rio de Janeiro Servicos de Petroleo Ltda.	Brazil
Ocean Rig Offshore Management Limited	Jersey
OR Crewing Limited	Jersey
Ocean Rig Holdings Inc.	Marshall Islands
Ocean Rig MLP Holdings Inc.	Marshall Islands
Ocean Rig Partners GP LLC	Marshall Islands
Ocean Rig Partners LP	Marshall Islands
Ocean Rig Operating Partners GP LLC	Marshall Islands
Ocean Rig Operating LP	Marshall Islands
Drillships Ocean Ventures II Inc.	Marshall Islands
Drillship Skiathos Shareholders II Inc.	Marshall Islands
Drillship Skiathos Owners II Inc.	Marshall Islands
Drillship Skyros Shareholders II Inc.	Marshall Islands
Drillship Skyros Owners II Inc.	Marshall Islands

Drillship Kythnos Shareholders II Inc.	Marshall Islands
Drillship Kythnos Owners II Inc.	Marshall Islands
OCR Falklands Drilling Inc.	Marshall Islands
[Drillships Ventures Projects Inc.	Delaware, U.S.
South Africa Drilling Crew Inc.	Marshall Islands
Ocean Rig Congo Operations Inc.	Marshall Islands
OR Global Block Operators Inc.	Marshall Islands
Drillship Santorini Shareholders Inc.	Marshall Islands
Drillship Santorini Owners Inc.	Marshall Islands
Drillship Crete Shareholders Inc.	Marshall Islands
Drillship Crete Owners Inc.	Marshall Islands
Drillship Amorgos Shareholders Inc.	Marshall Islands
Drillship Amorgos Owners Inc.	Marshall Islands

Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, George Economou, certify that:

1. I have reviewed this annual report on Form 20-F of Ocean Rig UDW Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: March 9, 2015

/s/George Economou

George Economou

Chairman, President and Chief Executive Officer (Principal Executive Officer)

Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Elpiniki Fotiou, certify that:

1. I have reviewed this annual report on Form 20-F of Ocean Rig UDW Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: March 9, 2015

/s/ Elpiniki Fotiou

Elpiniki Fotiou

Vice President of Finance and Accounting (Principal Financial Officer)

Exhibit 13.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Ocean Rig UDW Inc. (the "Company") on Form 20-F for the year ended December 31, 2014 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, George Economou, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 9, 2015

/s/ George Economou

George Economou

Chairman, President and Chief Executive Officer (Principal Executive Officer)

Exhibit 13.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Ocean Rig UDW Inc. (the "Company") on Form 20-F for the year ended December 31, 2014 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Elpiniki Fotiou, Chief Financial Officer of Ocean Rig AS, the Company's wholly-owned subsidiary, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 9, 2015

/s/ Elpiniki Fotiou

Elpiniki Fotiou

Vice President of Finance and Accounting (Principal Financial Officer)

EXHIBIT 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form F-3/ASR No. 333-184450, as amended) of Ocean Rig UDW Inc. and in the related Prospectuses of our reports dated March 9, 2015, with respect to the consolidated financial statements and schedule of Ocean Rig UDW Inc., and the effectiveness of internal control over financial reporting of Ocean Rig UDW Inc. included in this Annual Report (Form 20-F) for the year ended December 31, 2014.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece

March 9, 2015