O C E A N R I G U D W I N C .

F O R M 2 0 - F













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

OR

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

For the fiscal year ended December 31, 2012

OR

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

For the transition period from to

OR

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
2 nd 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
2 nd 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:




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, 2012, there were 131,725,128 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

NoteChecking 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


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
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:


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


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





TABLE OF CONTENTS





FORWARD-LOOKING STATEMENTS 1
PART I 3
Item 1. Identity of Directors, Senior Management and Advisers 3
Item 2. Offer Statistics and Expected Timetable 3
Item 3. Key Information 3
Item 4. Information on the Company 30
Item 4A. Unresolved Staff Comments 41
Item 5. Operating and Financial Review and Prospects 41
Item 6. Directors, Senior Management and Employees 65
Item 7. Major Shareholders and Related Party Transactions 71
Item 8. Financial Information 75
Item 9. The Offer and Listing 76
Item 10. Additional Information 78
Item 11. Quantitative and Qualitative Disclosures about Market Risk 82
Item 12. Description of Securities Other than Equity Securities 84
PART II 85
Item 13. Defaults, Dividend Arrearages and Delinquencies 85
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 85
Item 15. Controls and Procedures 85
Item 16A. Audit Committee Financial Expert 86
Item 16B. Code of Ethics 86
Item 16C. Principal Accountant Fees and Services 86
Item 16D Exemptions from the Listing Standards for Audit Committees 87
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 87
Item 16F Change in Registrant's Certifying Accountant 87
Item 16G. Corporate Governance 87
Item 16H. Mine Safety Disclosure 87
PART III 88
Item 17. Financial Statements 88
Item 18. Financial Statements 88
Item 19. Exhibits 88





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 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;












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.



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 InformationD. Risk factors."

2
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 on May 14, 2008. The selected historical consolidated financial
data as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010 is derived from the audited financial statements and related notes of Ocean
Rig UDW Inc. and its subsidiaries ("successor") appearing elsewhere in this annual report.

The selected historical consolidated financial data as of December 31, 2009 and 2008 and for the year ended December 31, 2008 are derived from the successor audited
financial statements and related notes not included in this annual report. The selected historical consolidated financial and other data of Ocean Rig ASA and its subsidiaries
("predecessor") as of and for the period from January 1 to May 14, 2008 is derived from the audited financial statements of Ocean Rig ASA not included 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 ASA
(predecessor)
Ocean Rig UDW Inc.
(successor)
(U.S. Dollars in As of May 14,
Year Ended December 31,
thousands)
2008

2008

2009

2010

2011

2012
Income statement data:
Total revenues 99,172 218,663 388,122 405,712 699,649 941,903
Drilling rigs and drillships operating expenses 48,144 86,229 133,256 119,369 281,833 563,583
Goodwill impairment - 761,729 - - - -
Loss on disposals - - - 1,458 754 133
Depreciation and amortization 19,367 45,432 75,348 75,092 162,532 224,479
Legal settlements and other, net - - - - - 4,524
General and administrative expenses 12,140 15,052 20,423 20,566 46,718 83,647
Total operating expenses 79,651 908,442 229,027 216,485 491,837 876,366

Operating income/(loss) 19,521 (689,779 ) 159,095 189,227 207,812 65,537
Interest and finance costs (41,661 ) (71,692 ) (46,120 ) (8,418 ) (63,752 ) (116,427 )
Interest income 381 3,033 6,259 12,464 9,810 553
Gain/(loss) on interest rate swaps - - 4,826 (40,303 ) (33,455 ) (36,974 )
Other income/(expense) - (1,710 ) 4,491 2,227 2,311 (1,068 )
Total finance expenses, net (41,280 ) (70,369 ) (30,544 ) (34,030 ) (85,086 ) (153,916 )

Income/(loss) before income taxes (21,759 ) (760,148 ) 128,551 155,197 122,726 (88,379 )
Income/(loss) taxes (1,637 ) (2,844 ) (12,797 ) (20,436 ) (27,428 ) (43,957 )
Equity in income/(loss) of investee - (1,055 ) - - - -
Net income/(loss) (23,396 ) (764,047 ) 115,754 134,761 95,298 (132,336 )
Less: Net income attributable to non controlling
interest - (1,800 ) - - - -
Net income/(loss) (23,396 ) $ (765,847 ) $ 115,754 $ 134,761 $ 95,298 $ (132,336 )
Earnings/ (loss) per common share, basic and
diluted (0.14 ) $ (7.43 ) $ 1.12 $ 1.30 $ 0.72 $ (1.00 )
Weighted average number of common shares,
basic and diluted 162,171,380 103,125,000 103,125,000 103,908,279 131,696,928 131,696,935

3


______________________
(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 and efficiency.



Ocean Rig ASA
(predecessor)
Ocean Rig UDW Inc.
(successor)
(U.S. Dollars in
As of May 14,
As of December 31,
thousands) 2008 2008 2009 2010 2011 2012
Balance sheet data:
Cash and cash equivalents - 272,940 234,195 95,707 250,878 317,366
Other current assets 96,471 93,379 324,363 576,299 245,531 279,768
Total current assets 96,471 366,319 558,558 672,006 496,409 597,134
Drilling rigs, drillships, machinery and
equipment, net 1,132,867 1,377,359 1,317,607 1,249,333 4,538,838 4,399,462
Intangible assets, net - 13,391 11,948 10,506 9,062 7,619
Other non current assets - 3,612 43,480 523,363 216,121 228,074
Advances for rigs and drillships under
construction - - 1,178,392 1,888,490 754,925 992,825
Total assets 1,229,338 1,760,681 3,109,985 4,343,698 6,015,355 6,225,114
Current liabilities, including current portion of
long term debt 538,679 885,039 682,287 667,918 427,557 505,665
Total long term debt, excluding current portion 281,307 788,314 662,362 696,986 2,525,599 2,683,630
Other non current liabilities 2,470 63,697 64,219 97,712 63,743 127,304
Total liabilities 822,456 1,737,050 1,408,868 1,462,616 3,016,899 3,316,599
Stockholders' equity 406,882 23,631 1,701,117 2,881,082 2,998,456 2,908,515
Total liabilities and stockholders' equity $ 1,229,338 $ 1,760,681 $ 3,109,985 $ 4,343,698 6,015,355 $ 6,225,114

Ocean Rig ASA
(predecessor)
Ocean Rig UDW Inc.
(successor)
(U.S. Dollars in January 1,

Year Ended December 31,
thousands, except 2008 to May
for operating data) 14, 2008 2008 2009 2010 2011 2012
Cash flow data:
Net cash provided by / (used in):
Operating activities $ (29,089 ) $ 21,119 $ 211,075 $ 221,798 $ 270,662 $ 278,303
Investing activities (10,463 ) (1,020,673 ) (146,779 ) (1,441,347 ) (1,561,501 ) (320,469 )
Financing activities 8,550 1,257,390 (103,041 ) 1,081,061 1,446,010 108,654
Other financial data
EBITDA (1) 38,888 (648,912 ) 243,760 226,243 339,200 251,974
Cash paid for interest 22,628 23,103 51,093 43,203 32,164 73,219
Capital expenditures (10,463 ) (16,584 ) (14,152 ) (6,834 ) (78,480 ) (97,869 )
Payments for drillships under construction - - (130,832 ) (705,022 ) (1,864,862 ) (212,185 )
Operating data, when on hire
Operating units 2 2 2 2 6 6

4



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:










Ocean Rig ASA
(predecessor) Ocean Rig UDW Inc. (successor)
January 1,
(U.S. Dollars in 2008 to May

Year Ended December 31,
thousands) 14, 2008 2008 2009 2010 2011 2012
EBITDA reconciliation
Net income / (loss) (23,396 ) $ (765,847 ) $ 115,754 $ 134,761 $ 95,298 (132,336 )
Add: Depreciation and amortization 19,367 45,432 75,348 75,092 162,532 224,479
Add: Net interest expense / income 41,280 68,659 39,861 (4,046 ) 53,942 115,874
Add: Income taxes 1,637 2,844 12,797 20,436 27,428 43,957
EBITDA 38,888 $ (648,912 ) $ 243,760 $ 226,243 $ 339,200 251,974
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;

5







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 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:







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.


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.
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.

6

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 2013 consisted of 121 units, comprised of 59 semi-submersible rigs and 62 drillships. An additional 14 semi-submersible rigs and 71 drillships were
under construction or on order as of February 2013, which would bring the total fleet to 206 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.



7

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 rig, the Leiv Eiriksson , is currently undergoing equipment and winterization upgrades and is expected
to commence drilling operations on the Norwegian Continental Shelf on or prior to April 15, 2013, our drilling rig, the Eirik Raude , is mobilizing from offshore West Africa to
offshore Ireland, where it is expected to commence drilling operations, our drillships, the Ocean Rig Corcovado and the Ocean Rig Mykonos , are operating offshore Brazil and
our drillships, the Ocean Rig Olympia and the Ocean Rig Poseidon , are operating offshore Ivory Coast and Tanzania, respectively.

In the past, the Eirik Raude has operated in the Gulf of Mexico and offshore Canada, Norway, the United Kingdom, Ghana and the Ivory Coast, while the Leiv
Eiriksson has operated offshore Greenland, West Africa, Turkey, Ireland, west of the Shetland Islands, the Falkland Islands 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:
















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:



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.
the equipping and operation of drilling units;

8





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 Notices to Lessees 2010-N05 and 2010 N-06. 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. 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.


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.

9

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 (BOEM) will enter into leases with our customers or when the Bureau of Safety and Environmental Enforcement (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 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. The deductible for collision liability claims is $50,000. 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.



10

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.

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 will be activated by mutual agreement, to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries after June 2013.

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.



11

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 requirements include, but are not limited to, the International Convention for the Prevention of Pollution from Ships, or MARPOL, the International Convention on
Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker
Convention, the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Safety Management Code for the Safe Operation of Ships and for
Pollution Prevention, or ISM Code, 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, 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.



12

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 rigs and drillships) must comply with mandatory requirements adopted by the MEPC in July 2011 relating
to greenhouse gas emissions. All ships are required to follow the Ship Energy Efficiency Management Plans. Now the minimum energy efficiency levels per capacity mile,
outlined in the Energy Efficiency Design Index, applies to all new ships. 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 Union has indicated that it intends to propose an expansion of
the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels, and in January 2012 the European Commission launched a
public consultation on possible measures to reduce greenhouse gas emissions from ships. 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. Although the mobile source
emissions regulations do not apply to greenhouse gas emissions from vessels, such regulation of vessels is foreseeable, and the EPA has in recent years received petitions from
the California Attorney General and various environmental groups seeking such regulation. 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 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.



13

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 four 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, have in place until November 1, 2014 guidelines for tie-downs on drilling units and permanent equipment and
facilities attached to outer continental shelf production platforms, and moored drilling unit fitness. 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.



14

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, 2012, on a consolidated basis, we had $2.9 billion in aggregate principal amount of indebtedness outstanding and $0 in additional credit available
to us under our secured credit facilities. In February 2013, we entered into a $1.35 billion secured term loan facility to partially finance the construction of three of our four ultra-
deepwater seventh generation drillships under construction, referred to as our seventh generation drillships, scheduled for delivery in July 2013, October 2013 and November
2013, under which we had $1.35 billion in available borrowing capacity as of the date of this annual report. 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;

15





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 February 2013, we entered into a $1.35 billion
syndicated term loan facility to partially finance the construction costs of three of our seventh generation drillships scheduled for delivery in July 2013, October 2013 and
November 2013, and we may incur additional indebtedness in order to fund the estimated remaining contractual obligations, excluding financing costs, of $470.1 million as of
the day of this annual report for our fourth seventh generation drillship. 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:











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.
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;

16





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
until the fourth quarter of 2014 to the second quarter of 2016. In addition, we have entered into three-year drilling contracts for the Ocean Rig Mylos and the Ocean Rig Athena ,
our seventh generation drillships scheduled for delivery in July 2013 and November 2013, respectively, which are expected to commence upon delivery of the drillships from the
shipyard or to the drilling location, and we have received a letter of award from a major oil company for a three-year drilling contract for the Ocean Rig Apollo , our seventh
generation drillship scheduled for delivery in January 2015, to commence upon delivery of the drillship, subject to definitive documentation and customary conditions. Our
ability to renew our existing drilling contracts or obtain new drilling contracts at acceptable dayrates upon the expiration of our existing contracts or at all will depend on the
prevailing economic and competitive conditions.

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.
Under our two $495.0 million senior secured credit facilities, or the Deutsche Bank credit facilities, the borrowers, Drillship Kithira Owners Inc. and Drillship Skopelos Owners
Inc., our wholly-owned subsidiaries, are prohibited from paying dividends and making other distributions to us except following earnings deposit dates and unless all relevant
primary transfers, as defined under the credit facilities, have been made, we maintain certain minimum balances in the debt service reserve accounts and no default has occurred,
is continuing or will result from the payment. Notwithstanding the foregoing, in the case of the facility for the Ocean Rig Mykonos , distributions may be made upon earnings
deposit dates in connection with (i) rebates of Brazilian import taxes incurred prior to May 14, 2012, (ii) the repayment of loans made by us to the borrower in respect of certain
capital expenditures and operating expenses incurred prior to May 14, 2012; and (iii) any amounts paid by us following May 14, 2012 in respect of certain capital expenditures
and operating expenses in excess of certain budgeted amounts, provided in each case all relevant primary transfers have been made. In addition, under the facility for the Ocean
Rig Poseidon , Ocean Rig Poseidon Operations Inc., the borrower and the bareboat charterer, Ocean Rig Poseidon Operations Inc., our wholly-owned subsidiary, are also
prohibited from making distributions to us other than out of funds released from the bareboat charter proceeds account during the term of the bareboat charter in respect of the
drilling contract with Petrobras Tanzania Limited, or Petrobras Tanzania, for the Ocean Rig Poseidon . Further, Marshall Islands law generally prohibits the payment of
dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividends, or if there is no surplus, dividends may
be declared or paid out of net profits for the fiscal year.


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.

17

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 and any of the other two additional newbuilding drillships for which we exercise our option.

We have newbuilding contracts with Samsung for the construction of four seventh generation ultra-deepwater drillships that are scheduled for delivery in July 2013,
October 2013, November 2013 and January 2015, respectively. The estimated total project cost for our four seventh generation drillships, excluding financing costs, is
approximately $2.7 billion, of which an aggregate of approximately $1.6 billion was outstanding as of December 31, 2012.

In order to complete the construction of our seventh generation drillships, we will need to procure additional financing. On February 28, 2013, we entered into a $1.35
billion syndicated secured term loan facility to partially finance the construction costs of the Ocean Rig Mylos , the Ocean Rig Skyros and the Ocean Rig Athena , our seventh
generation drillships scheduled for delivery in July 2013, October 2013 and November 2013, respectively. We expect to finance the remaining delivery payments for our seventh
generation drillships with cash on hand, operating cash flow, equity financing and additional bank debt. We cannot be certain that additional financing will be available on
acceptable terms or at all. If additional bank financing is not available when needed, or is available only on unfavorable terms, we may be unable to take delivery of one or more
of the seventh generation drillships, in which case we would be prevented from realizing potential revenues from the applicable drillship and we could lose our deposit money,
which amounted to $879.4 million in the aggregate, as of December 31, 2012. 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.

In addition, pursuant to an agreement with Samsung, we have the option to construct up to two additional seventh generation, ultra-deepwater drillships, which would
be "sister ships" to our seventh generation drillships under construction. The options may be exercised by us at any time on or prior to March 31, 2013, with the optional vessels
being delivered on the earliest available delivery dates based on the production schedule, as determined by Samsung in its reasonable discretion, and at a price to be mutually
agreed at the time of the option declaration. If we exercise our two newbuilding options, we would expect to incur aggregate additional capital commitments of approximately
$1.3 billion, assuming these drillships are built at the same price and with the same specifications as our seventh generation drillships under construction, for which we would be
dependent upon obtaining additional financing that we have not yet arranged. Should such financing not be available, this could severely impact our ability to satisfy our
liquidity requirements, meet our obligations, finance future obligations and expand the size of our fleet.



18

We may be unable to secure ongoing drilling contracts, including for the Ocean Rig Skyros and the Ocean Rig Apollo , our two uncontracted seventh generation drillship
to be delivered in October 2013 and January 2015, respectively, 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 until the fourth quarter of 2014 to
the second quarter of 2016. In addition, we have entered into three-year drilling contracts for the Ocean Rig Mylos and the Ocean Rig Athena , our seventh generation drillships
scheduled for delivery in July 2013 and November 2013, respectively, which are expected to commence upon delivery of the drillships from the shipyard or to the drilling
location, and we have received a letter of award from a major oil company for a three-year drilling contract for the Ocean Rig Apollo , our seventh generation drillship scheduled
for delivery in January 2015, to commence upon delivery of the drillship, subject to definitive documentation and customary conditions. We cannot guarantee that we will enter
into definitive documentation for the drilling contract for the Ocean Rig Apollo for which we have received a letter of award or that we will be able to secure employment for the
Ocean Rig Skyros , our second seventh generation drillship scheduled for delivery in October 2013.

Our ability to renew our existing drilling contracts or obtain new drilling contracts for our drilling units, including our two seventh generation drillships 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 for the construction of four seventh generation drillships, the Ocean Rig Mylos , the Ocean Rig Skyros , the Ocean Rig
Athena and the Ocean Rig Apollo , which we expect to take delivery of in July 2013, October 2013, November 2013 and January 2015, respectively. From time to time in the
future, we may undertake additional new construction projects and conversion projects. Currently, we have options with Samsung for the construction of up to two additional
seventh generation ultra-deepwater drillships that we may exercise at any time on or prior to March 31, 2013. 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;

19












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 four 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, 2012, we had six customers for our current operating fleet of two ultra-deepwater drilling rigs and four drillships. We are subject to the usual risks
associated with having a limited number of customers for our services. Our two largest customers represented 49% and 18% of our revenues during the fiscal year ended
December 31, 2012, respectively, and our four customers represented, in the aggregate, 100% of our revenues during the year ended December 31 2012. 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 four newbuilding drillships and further grow our business.

Currently, our revenues depend on two ultra-deepwater drilling rigs and four 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 drilling rig Leiv Eiriksson , which is preparing to commence drilling operations on the Norwegian Continental Shelf, the drilling rig
Eirik Raude , which is currently mobilizing to offshore Ireland, where the rig is expected to commence drilling operations, and the drillships Ocean Rig Corcovado and Ocean
Rig Mykonos , which are currently operating offshore Brazil, Ocean Rig Olympia , which is currently operating offshore West Africa and Ocean Rig Poseidon , which is
currently operating offshore Tanzania. 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.


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.

20

In addition, offshore drilling operations are subject to perils peculiar to marine operations, either while on-site or during mobilization, including capsizing, sinking,
grounding, collision, marine life infestations, and loss or damage from severe weather. The replacement or repair of a rig 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 six 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 March 4, 2013, the future contracted revenue for our fleet of drilling units, or our contract backlog, was approximately $4.4 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. For example, effective March 3, 2013, one of our customers, European Hydrocarbons Limited, or European
Hydrocarbons, unilaterally cancelled our drilling contract for the Eirik Raude for drilling offshore West Africa prior to the scheduled termination date. 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. For example, European Hydrocarbons, our customer under our drilling contract for the Eirik
Raude for drilling offshore West Africa, unilaterally cancelled the contract effective March 3, 2013, approximately 23 days prior to the contract's scheduled termination date. In
connection with the cancellation of the contract, we are entitled to an early termination fee of $13.7 million. As a result of the cancellation, we will not receive approximately
$14.1 million in estimated contract revenues, after giving effect to the early termination payment.

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.



21

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 operating drillships are due for their first
Special Periodical Surveys in 2016. Our seventh generation drillships under construction are due for their first Special Periodical Surveys in 2018. 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 and we may exercise one or more of our purchase options to purchase up to an additional two newbuilding drillships. Our future
growth will primarily depend on our ability to:







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.


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.

22

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:








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 Petrleo Brasileiro S.A., or Petrobras Brazil, for the Ocean Rig
Corcovado and the Ocean Rig Mykonos is, and a portion of our revenue under our contract with Repsol Sinopec Brasil S.A., or Repsol, for the Ocean Rig Mylos , our seventh
generation drillship scheduled to be delivered in July 2013 will be, 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, 2012, approximately 61% 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.


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.

23

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,
2012, we employed 1,374 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, none of our employees 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 Brazil, Nigeria, Norway 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 December 31, 2012, we had paid an aggregate of $879.4 million to Samsung in connection with our seventh generation drillships currently scheduled for delivery
in July 2013, October 2013, November 2013 and January 2015. The remaining total construction payments for these four newbuilding drillships, excluding financing costs,
amounted to approximately $1.6 billion in the aggregate as of December 31, 2012.

In addition, we have options under our contract with Samsung to construct up to two additional seventh generation, ultra-deepwater drillships, which would be sister-
ships to our seventh generation drillships. The deadline for exercising these options is March 31, 2013, with the option vessels, if exercised, being delivered on the earliest
available delivery dates based on the production schedule, as determined by Samsung in its reasonable discretion, and at a price to be mutually agreed at the time of the option
declaration. 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.



24

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, 2012, 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, 2012 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, 2012, the
fair value of our interest rate swaps was in a net liability position of $76.7 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, Turkey, Angola, Cyprus, Korea, Ghana, Netherlands, Ivory Coast, Tanzania, Falkland Islands 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.



25

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
"TaxationU.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 "TaxationU.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.



26

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 the son of a director of DryShips and the nephew of our Chairman, President and Chief
Executive Officer. 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 (formerly known as Cardiff Oil & Gas Management Inc.) 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 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 may be adversely affected by the introduction of new accounting rules for leasing.

International and U.S. accounting standard-setting boards (the International Accounting Standards Board, or IASB, and the Financial Accounting Standards Board, or
FASB) have proposed changes to the accounting for operating and finance leases. If the proposals are adopted, they would be expected generally to have the effect of bringing
most off-balance sheet leases onto a lessee's balance sheet as liabilities which would also change the income and expense recognition patterns of those items. Financial statement
metrics, such as leverage and capital ratios, as well as EBITDA, may also be affected, even when cash flow and business activity have not changed. This may in turn affect
covenant calculations under various contracts (e.g., loan agreements) unless the affected contracts are modified. The IASB and FASB are reconsidering their original proposals
to address concerns raised by constituents and expect to issue revised proposals in the first quarter of 2013. Accordingly, the timing and ultimate effect of those proposals on the
Company is uncertain.

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.



27

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:
















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.


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.

28

As of March 20, 2013, DryShips owned 78,301,755, or approximately 59.4%, of our outstanding common shares, our Chairman, President and Chief Executive Officer, Mr.
George Economou, was deemed to beneficially own 5,393,289, or approximately 4.1% 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 20, 2013, DryShips owned approximately 59.4%, 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:







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.


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.

29

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:





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 20, 2013, DryShips, our parent company, owned approximately 59.4% 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.


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.

30

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 November 3, 2011, the merger of Pelican Stockholdings Inc., a wholly-owned subsidiary of DryShips, and OceanFreight was completed, following approval by
shareholders of OceanFreight at a special meeting of shareholders held on November 3, 2011. Following the completion of the merger, OceanFreight is a wholly-owned
subsidiary of DryShips. We refer to this transaction as the OceanFreight merger. Under the terms of the merger agreement, OceanFreight shareholders received $11.25 cash and
0.52326 of a share of our common stock per share of OceanFreight common stock previously owned. Our common shares that comprised the stock portion of the merger
consideration were previously outstanding shares that were owned by DryShips. Following the closing of the merger, DryShips transferred $33.1 million in cash and 1,541,159
shares of our common shares to shareholders of OceanFreight, other than the entities controlled by Mr. Anthony Kandylidis, the Chief Executive Officer of OceanFreight and
our Executive Vice President. Prior to the completion of the merger, DryShips acquired from entities controlled by Mr. Kandylidis all of their shares of OceanFreight,
representing a majority of the then outstanding shares of OceanFreight, for the same consideration per share that the OceanFreight shareholders received in the OceanFreight
merger, the equity portion of which consisted of an aggregate of 1,570,226 of our common shares.

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, President and Chief Executive Officer purchased a total of 2,185,000 common shares from DryShips at the public offering price of $16.25 per share.

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 February 14, 2013, DryShips completed the public offering of an aggregate of 7,500,000 of our common shares owned by DryShips.

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.



31

During the year ended December 31, 2012 and during 2013 to date, our principal capital expenditures related to construction expenses in connection with the
construction of the Ocean Rig Mylos , the Ocean Rig Skyros , the Ocean Rig Athena and the Ocean Rig Apollo , our seventh generation drillships under construction, scheduled
to be delivered in July 2013, October 2013, November 2013 and January 2015, 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, 2012, we had paid an aggregate of $879.4 million to
Samsung in connection with our four seventh generation drillships, which we financed with cash from operations. The remaining total construction payments for these drillships,
excluding financing costs, amounted to approximately $1.6 billion in the aggregate as of December 31, 2012. We plan to finance these remaining payments, which are due upon
delivery of the drillships, with new debt or equity financing, which we have not yet secured in full. In February 2013, we entered into a $1.35 billion senior secured term loan
facility to partially finance the construction costs of the Ocean Rig Mylos , the Ocean Rig Skyros and the Ocean Rig Athena . 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 , and 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, 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. 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 the Ocean Rig Mylos , the Ocean Rig Skyros , the Ocean Rig Athena and the Ocean Rig
Apollo , our four seventh generation drillships scheduled for delivery in July 2013, October 2013, November 2013 and January 2015, respectively, which will be "sister ships" to
our operating drillships. 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 vessel specifications and on budget, as was the case for our operating drillships. The remaining total construction payments for these
drillships, excluding financing costs, amounted to approximately $1.6 billion in the aggregate as of December 31, 2012. To date, the construction of these four 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 also have options with Samsung for the construction of up to two additional ultra-deepwater drillships, which would also be sister-ships to our seventh generation
drillships under construction. The deadline for exercising these options is March 31, 2013, with the option drillships, if exercised, being delivered on the earliest available
delivery dates based on the production schedule, as determined by Samsung in its reasonable discretion, and at a price to be mutually agreed at the time of the option declaration.

We believe that our operating drillships, the Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Mykonos , as well as our four
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 the date of this annual report.



32





Water
Depth to
the
Wellhead
(ft)

Drilling
Depth to
the
Oil Field
(ft)


Year Built or
Scheduled
Delivery/
Generation



Maximum
Dayrate

Drilling
Location Drilling Unit


Customer

Expected Contract
Term(1)

Operating Drilling
Rigs




Leiv Eiriksson 2001/5th 7,500 30,000 Rig Management
Norway AS(2)
Q1 2013
Q1 2016
$545,000 Norwegian
Continental
Shelf


Eirik Raude 2002/5th 10,000 30,000 ExxonMobil
Exploration and
Production Ireland
(Offshore) Limited

Q1 2013 Q3 2013
(3)
$595,000 Ireland

Lukoil Overseas Sierra-
Leone B.V.
Q4 2013 Q4 2014 $575,000 West Africa
Operating Drillships
Ocean Rig Corcovado 2011/6th 10,000 40,000 Petrleo Brasileiro S.A. Q2 2012
Q2 2015

$446,000(4) Brazil

Ocean Rig Olympia 2011/6th 10,000 40,000 Total E&P Angola Q3 2012
Q3 2015

$584,450(5) West Africa

Ocean Rig Poseidon 2011/6th 10,000 40,000 Petrobras Tanzania
Limited
Q3 2011
Q1 2013
$632,000(6) Tanzania and
West Africa

ENI Angola S.p.A. Q2 2013
Q2 2016

$690,300(7) Angola

Ocean Rig Mykonos 2011/6th 10,000 40,000 Petrleo Brasileiro S.A. Q1 2012
Q1 2015
$441,000(4) Brazil

Ocean Rig Mylos Q3 2013/7th 12,000 40,000 Repsol Sinopec Brasil
S.A.
Q3 2013
Q3 2016
$624,842(8) Brazil

Ocean Rig Skyros Q4 2013/7th 12,000 40,000
Ocean Rig Athena Q4 2013/7th 12,000 40,000 ConocoPhillips Angola
36 & 37 Ltd

Q4 2013
Q1 2017
$648,096(9) Angola

Ocean Rig Apollo Q1 2015/7th 12,000 40,000 Major Oil Company(10) West Africa
Optional
Newbuilding
Drillships (11)

NB Option #1 7th 12,000 40,000
NB Option #2 7th 12,000 40,000

_____________________

33

(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) We commenced this contract in March 2013, earlier than originally scheduled, following the cancellation of our contract with European Hydrocarbons Limited effective on
March 3, 2013.

(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 March 1, 2013
exchange rate of R$1.97:$1.00.

(5) Total E&P Angola has the option to extend the term of the contract for two additional one-year periods at the dayrate of $584,450, adjusted annually for inflation, with the
first option exercisable within one year from the commencement date under the drilling contract, and the second option exercisable within one year after the date of exercise of
the first option.

(6) We assigned this contract to Petrobras Oil & Gas B.V. for the performance of drilling operations with respect to one well offshore Namibia. The maximum dayrate under the
contract during the assignment period, which commenced on July 27, 2012 and terminated on September 26, 2012, was $590,882, comprised of the operating dayrate during the
period of $547,854 plus the maximum performance bonus during the period. Following the assignment period, the maximum dayrate increased to $632,000, comprised of the
operating dayrate of $586,000 plus the maximum performance bonus under the contract.

(7) 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. In the event ENI exercises the option for both optional years on or before the date the contract is commenced,
the maximum dayrate will decrease by $15,000 per day and, in the event ENI exercises the option for both optional years within the first year of the date the contract is
commenced, the maximum dayrate will decrease by $10,000 per day.

(8) To commence upon delivery of the drillship from the shipyard or to the drilling location and the provisional acceptance of the drillship by Repsol at an average maximum
dayrate of approximately $624,842 over the term of the contract. A portion of the maximum dayrate is service fees paid to us in Brazilian Real (R$). The average maximum
dayrate disclosed in this table is based on the March 1, 2013 exchange rate of R$1.97:$1.00. Under the contract, Repsol has options to extend the contract for up to two years
beyond the initial three-year contract period.

(9) The maximum dayrate of $648,096 is the average maximum dayrate applicable during the initial three-year term of the contract. Under the contract, the initial maximum
dayrate of $633,500 is subject to a fixed annual escalation of approximately 2% during the contract period. Under the contract, ConocoPhillips has the option to extend the initial
contract period by up to two years.

(10) We have received a letter of award from a major oil company for a three-year drilling contract, to commence upon delivery of the drillship from the shipyard. The contract
is subject to final documentation and customary conditions.

(11) Each of the options currently expires on March 31, 2013.

Newbuilding Drillships and Options to Purchase Newbuilding Drillships

We have entered into shipbuilding contracts for the Ocean Rig Mylos , the Ocean Rig Skyros , the Ocean Rig Athena and the Ocean Rig Apollo , our seventh generation
drillships with deliveries scheduled in July 2013, October 2013, November 2013 and January 2015, respectively, in connection with which we had made total payments of
$879.4 million to Samsung, as of December 31, 2012. The total project cost per drillship, excluding financing costs, ranges between $668.0 million and $678.0 million .

We also have options with Samsung for the construction of up to two additional ultra-deepwater drillships, which would be "sister-ships" to our seventh generation
drillships. On September 3, 2012, we entered into an addendum to our option contract with Samsung to extend the deadline for exercising these options from October 4, 2012 to
March 31, 2013, with the vessels being delivered on the earliest available delivery dates based on the production schedule, as determined by Samsung in its reasonable
discretion, and at a price to be mutually agreed at the time of the option declaration.



34

Employment of Our Fleet

Employment of Our Drilling Rigs

The Leiv Eiriksson is currently on drydock at Westcon, a Norwegian shipyard, to complete scheduled equipment and winterization upgrades relating to a drilling
contract the rig is scheduled to commence 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 also expect to receive 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. Following the completion of the drydock discussed above, the rig is
scheduled to undergo acceptance testing at the drilling location in Norway and is expected to commence drilling operations under the contract on or prior to April 15, 2013.

Following the completion of its 10-year class survey in December 2012, the Eirik Raude commenced a drilling contract with European Hydrocarbons for the drilling
of two wells offshore West Africa at a maximum dayrate of $718,750, which included the operating dayrate of $625,000, plus the maximum performance bonus available under
the contract. We also received a mobilization fee under the contract of $15.0 million plus the cost of fuel consumed during the mobilization period. On March 3, 2013, our
customer unilaterally cancelled the contract. We are entitled to an early termination payment of approximately $13.7 million under the contract. As a result of the cancellation,
we will not receive approximately $14.1 million in estimated contract revenues, after giving effect to the early termination payment.

Following the cancellation of our contract with European Hydrocarbons, the Eirik Raude commenced a one-well drilling contract with an estimated duration of up to six
months with ExxonMobil Exploration and Production Ireland (Offshore) Limited, or ExxonMobil, for drilling offshore Ireland at a maximum dayrate of $595,000. In addition,
we are entitled to receive a mobilization fee of $589,050 per day during the mobilization period plus a $5.0 million start-up fee and reimbursement for the cost of fuel and a
demobilization fee of $589,050 per day during the demobilization period, plus reimbursement for the cost of fuel, unless the parties mutually agree on lump-sum mobilization
and demobilization fees. The Eirik Raude commenced the contract in the first quarter of 2013, earlier than originally scheduled, due to the early termination of the drilling
contract with European Hydrocarbons.

Following the completion of the contract with ExxonMobil discussed above, the Eirik Raude is scheduled to commence a four well drilling contract with Lukoil
Overseas Sierra-Leone B.V., or Lukoil, an with estimated duration of approximately 12 months. We are entitled to a maximum dayrate of $575,000 under the contract, plus a
mobilization fee of $6.0 million, plus the cost of fuel. We are also entitled to demobilization fees of between $1.0 million and $5.0 million, plus fuel costs, depending on the
location of the rig, provided the rig is not hired by other customers in direct continuation of the contract. Under the contract, Lukoil has the option to extend the term of the
contract by up to two additional wells. The contract is scheduled to commence in the second half of 2013.

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 $446,000 (including service fees of $78,000 per day, based on the contracted rate in Real per day and the March 1, 2013 exchange rate of
R$1.97:USD $1.00), plus a mobilization fee of $30.0 million. The contract is scheduled to be completed in the second quarter of 2015.

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 $584,450, plus mobilization and demobilization fees of $9.0 million and $3.5 million, respectively, plus the cost of fuel. Under the contract, Total E&P Angola has the
option to extend the term of the contract for two additional one-year periods at the dayrate specified above, adjusted annually for inflation, with the first option exercisable
within one year from the commencement date under the drilling contract, and the second option exercisable within one year after the date of exercise of the first option.

The Ocean Rig Poseidon commenced a drilling contract with Petrobras Tanzania, a company related to Petrobras Oil & Gas B.V., or Petrobras Oil & Gas, on July 29,
2011, for drilling operations in Tanzania and West Africa for a period of 544 days, plus a 60-day mobilization period, at a maximum dayrate of $632,000, inclusive of a bonus of
up to $46,000. In addition, we are entitled to receive a separate dayrate of $422,500 for up to 60 days during relocation and a mobilization dayrate of $317,000, plus the cost of
fuel. On July 6, 2012, we entered into an assignment and novation agreement with Petrobras Tanzania and Petrobras Oil & Gas, pursuant to which the contract has been assigned
to Petrobras Oil & Gas for the performance of drilling operations with respect to one well offshore Namibia. During the assignment period, which commenced on July 27, 2012
and terminated on September 26, 2012, the maximum dayrate under the contract decreased to $590,882, inclusive of a performance bonus of up to $43,028. The contract is
scheduled to expire in April 2013.



35

Following the expiration of its contract with Petrobras Tanzania, the Ocean Rig Poseidon is scheduled to commence a three-year drilling contract with ENI Angola
S.p.A., or ENI, in the second quarter of 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. Under the contract, ENI has the option to extend the term of the contract by two optional periods of one year each. In the event ENI exercises the option for
both optional years on or before the date the contract is commenced, the maximum dayrate will decrease by $15,000 per day and, in the event ENI exercises the option for both
optional years within the first year of the date the contract is commenced, the maximum dayrate will decrease by $10,000 per day.

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 $441,000 (including service fees of $77,000 per day, based on the contracted rate in Real and the March 1, 2013 exchange rate of
R$1.97: $1.00), plus a mobilization fee of $30.0 million. The contract is scheduled to expire in February 2015.

In addition, we have entered into a three-year drilling contract with Repsol for drilling operations offshore Brazil for the Ocean Rig Mylos , our seventh generation
drillship scheduled for delivery in July 2013, which is expected to commence following delivery of the drillship from the shipyard or to the drilling location and the provisional
acceptance of the drillship by Repsol. We are entitled to receive an average maximum dayrate of $ 624,842 over the term of the contract. A portion of the average maximum
dayrate is service fees payable in Brazilian Real and such dayrate is based on the March 1, 2013 exchange rate of R$1.97:$1.00. Under the contract, Repsol has options to extend
the contract for up to two years beyond the initial three-year contract period.

Further, we have entered into a three-year contract with ConocoPhillips Angola 36 and 37 Ltd, or ConocoPhillips, for drilling operations offshore Angola for the Ocean
Rig Athena , our seventh generation drillship scheduled for delivery in November 2013, which is expected to commence following the delivery of the drillship from the shipyard
or to the drilling location. We are entitled to a maximum dayrate of approximately $648,096, which is the average maximum dayrate applicable during the initial three-year term
of the contract, plus a lump-sum mobilization fee of $35,227,500, exclusive of fuel costs. Under the contract, the initial maximum dayrate of $633,500 is subject to a fixed
annual escalation of approximately 2% during the contract period. In addition, Conoco Phillips has the option to extend the duration of the contract for two years.

We have also received a letter of award from a major oil company for a three-year drilling contract offshore West Africa with an estimated backlog of approximately
$680.0 million, including mobilization, for the Ocean Rig Apollo , our seventh generation drillship scheduled for delivery in January 2015. The contract is scheduled to
commence in the first quarter of 2015. The customer 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. We have the option to elect the Ocean Rig Apollo or a similar vessel , to drill under this contract. The contract is subject to definitive
documentation and customary conditions.

The total contracted backlog under our drilling contracts for our drilling units, including our rigs, as of March 4, 2013, was $4.4 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 March 4, 2013, 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 InformationRisk FactorsRisks Relating to Our CompanyOur
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

Our wholly owned subsidiary, Ocean Rig AS, provides 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 provides supervisory management services for
our seventh generation drillships under construction.

Under the terms of these management agreements, Ocean Rig AS, 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.



36

In addition, we have engaged Cardiff Drilling, 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 TransactionsB. Related Party TransactionsGlobal 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. As of February 2013, the market level is approximately $600,000. 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 and sixth generation units, and also include certain
older upgraded units. The in-service fleet as of February 2013 totaled 121 units, and is expected to grow to 206 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 rig suitability for a particular drilling project. Another distinguishing feature in some drilling market sectors is a 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 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 151 wells drilled in 18 countries for 29 different customers as of March 2013.



37

For the years ended December 31, 2010, 2011 and 2012, the following customers, which represent all of our customers for the years indicated, accounted for more than
10% of our consolidated annual revenues:


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 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 2013, together
have approximately 195 deepwater and ultra-deepwater drilling units worldwide, defined as units with water depth capacity of 3,000 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.


Customer
Year ended
December 31,
2010
Year ended
December 31,
2011
Year ended
December 31,
2012
Customer A 57 % 36 % -
Customer B 43 % 18 % 49 %
Customer C - - 18 %
Customer D - 33 % 12 %
Customer E - 13 % -

38

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
Convention for the Prevention of Pollution from Ships, or MARPOL, the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as
CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the International Convention for the Safety of Life at Sea of
1974, or SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, 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, 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 United Nations' International Maritime Organization, or IMO, has adopted MARPOL. Annex VI to regulate harmful air emissions from ships, which
include 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, as will (effective January 1, 2014), the United States Caribbean Sea. 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. 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.



39

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 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% owned by Ocean Rig UDW Inc.

As of March 20, 2013, DryShips (NASDAQGS: DRYS) owned approximately 59.4% 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, Rio de Janeiro, Brazil, Dar es Salam, Tanzania, Abidjan, Ivory Coast
and Geoje, South Korea. Our interests in the drilling units in our fleet are our only material properties. See "B. Business OverviewOur Fleet" in this section.



40

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 , and 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. We have newbuilding contracts with Samsung for the construction of the four seventh
generation drillships, the Ocean Rig Mylos , the Ocean Rig Skyros , the Ocean Rig Athena and the Ocean Rig Apollo . These newbuilding drillships are currently scheduled for
delivery in July 2013, October 2013, November 2013 and January 2015, 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.



41

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.

On November 3, 2011, the OceanFreight merger was completed, following approval by shareholders of OceanFreight at a special meeting of shareholders held on
November 3, 2011. Following the completion of the merger, OceanFreight is a wholly-owned subsidiary of DryShips. Under the terms of the merger agreement, OceanFreight
shareholders received $11.25 cash and 0.52326 of a share of our common stock per share of OceanFreight common stock previously owned. Our common shares that comprised
the stock portion of the merger consideration were previously outstanding shares that were owned by DryShips. Following the closing of the merger, DryShips transferred $33.1
million in cash and 1,541,159 shares of our common shares to shareholders of OceanFreight, other than the entities controlled by Mr. Anthony Kandylidis, the Chief Executive
Officer of OceanFreight and our Executive Vice President. Prior to the completion of the merger, DryShips acquired from entities controlled by Mr. Kandylidis all of their
shares of OceanFreight, representing a majority of the then outstanding shares of OceanFreight, for the same consideration per share that the OceanFreight shareholders received
in the OceanFreight merger, the equity portion of which consisted of an aggregate of 1,570,226 of our common shares.

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 at the public offering price of $16.25 per share.

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.

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 the 2012 Secured Bond Offering. We used the net proceeds of the 2012 Secured Bond Offering to fully repay outstanding indebtedness under our $1.04 billion senior
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.

As of March 20, 2013, DryShips owned approximately 59.4% of our common shares.



42

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 7,500 feet. Since 2001, it has drilled 47 deepwater and ultra-deepwater wells
as of March 2013 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 74 deepwater and ultra-deepwater wells as of March
2013 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 CompanyB. Business OverviewEmployment 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.

In addition, we have entered into contracts with Samsung for the construction of four seventh generation drillships, the Ocean Rig Mylos , the Ocean Rig Skyros , the
Ocean Rig Athena and the Ocean Rig Apollo , scheduled for delivery in July 2013, October 2013, November 2013 and January 2015, respectively, in connection with which we
had made total payments of $879.4 million to Samsung, as of December 31, 2012. The total project cost per drillship, excluding financing costs, ranges between $668.0 million
and $678.0 million.

For information on the employment of our drillships, please see "Item 4. Information on the CompanyB. Business OverviewEmployment of our Fleet
Employment of Our Drillships."

We also have options with Samsung for the construction of up to two additional ultra-deepwater drillships, which would be "sister-ships" to our seventh generation
drillships. On September 3, 2012, we entered into an addendum to our option contract with Samsung to extend the deadline for exercising these options from October 4, 2012 to
March 31, 2013, with the vessels being delivered on the earliest available delivery dates based on the production schedule, as determined by Samsung in its reasonable
discretion, and at a price to be mutually agreed at the time of the option declaration. See "Item 7. Major Shareholders and Related Party TransactionsB. Related Party
TransactionsPurchase of Drillship Options from DryShips ."

Management of Our Drilling Units

Our wholly-owned subsidiary, Ocean Rig AS, provides 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 provides 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, 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 TransacitonsB. Related Party TransactionsServices Agreements."

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



43

Previously, we had management agreements with Cardiff Marine pursuant to which Cardiff Marine 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:






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 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.


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.
Earnings efficiency / Earnings efficiency on hire : Earnings efficiency measures the effective earnings ratio, expressed as a percentage of the full earnings rate,
after reducing for certain operations paid at a reduced rate, non-productive time at zero rate, or off hire without dayrates. Earnings efficiency on hire measures
the earning efficiency only for the period during which the drilling unit is on contract and does not include off-hire periods.
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.

44

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.

Management Fees to Related Party

From October 19, 2007 to December 21, 2010, we were party to, with respect to the Ocean Rig Corcovado and the Ocean Rig Olympia , separate management
agreements with Cardiff Marine pursuant to which Cardiff Marine provided additional supervisory services in connection with these drillships including, among other things: (i)
assisting in securing the required equity for the construction; (ii) negotiating, reviewing and proposing finance terms; (iii) assisting in marketing towards potential contractors;
(iv) assisting in arranging, reviewing and supervising all aspects of building, equipment, financing, accounting, record keeping, compliance with laws and regulations; (v)
assisting in procuring consultancy services from specialists; and (vi) assisting in finding prospective joint-venture partners and negotiating any such agreements. Pursuant to the
management agreements, we paid Cardiff Marine a management fee of $40,000 per month per drillship plus (i) a chartering commission of 1.25% on revenue earned; (ii) a
commission of 1.0% on the shipyard payments or purchase price paid for drillships; (iii) a commission of 1.0% on loan financing; and (iv) a commission of 2.0% on insurance
premiums. In accordance with the Addenda No. 1 to the above management agreements, dated as of December 1, 2010, these management agreements were terminated effective
December 21, 2010; however, all obligations to pay for services rendered by Cardiff Marine prior to termination remained in effect. As of December 31, 2010, these obligations
totaled $5.8 million. For the years ended December 31, 2012, 2011 and 2010, total charges from Cardiff under the management agreement amounted to $0, $5.8 million and $4.0
million, respectively, which were capitalized as drillship under construction cost, being a cost directly attributable to the construction of the Ocean Rig Corcovado and the Ocean
Rig Olympia .

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, 2012, 2011 and 2010, we had total indebtedness of $2.9 billion, $2.78 billion and $1.26 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 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.



45

Capitalized interest: Interest expense is capitalized during the construction period of 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.

Intangible assets : Our finite-lived acquired intangible assets are recorded at historical cost less accumulated amortization. Amortization is recorded on a straight-line
basis over the estimated useful lives of the intangibles as follows:


Trade names and software constitute the item "Intangible assets" in the Consolidated Balance Sheets. The amortization of these items are included in the line
"Depreciation and amortization" in the Consolidated Statement of Operations.

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 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, 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 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 rig/drillship and compare them to the 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. Our analysis for the year ended December 31, 2012, which also involved sensitivity
tests on the drilling rates and fleet utilization (being the most sensitive inputs to variances), allowing for variances ranging from 97.5% to 92.5%, indicated no impairment on any
of our drilling rigs or drillships. 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 2010, 2011 and
2012.


Intangible assets/liabilities Years

Tradenames 10

Software 10

46

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, 2012, 2011 and 2010.



47

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011



Revenues

Revenues from drilling contracts increased by $242.3 million, or 34.6%, to $941.9 million for the year ended December 31, 2012, as compared to $699.6 million for the
year ended December 31, 2011. The increase is primarily attributable to the operation of the Ocean Rig Mykonos and the Ocean Rig Poseidon that commenced drilling activities
after the third quarter of 2011, which contributed $353.0 million in aggregate revenues during the year ended December 31, 2012, as compared to $78.4 million in aggregate
revenues during the same period in 2011. Further, the Ocean Rig Olympia and the Ocean Rig Corcovado , which commenced drilling activities during the first and second
quarters of 2011, respectively, contributed $291.9 million in aggregate revenues during the year ended December 31, 2012, as compared to $219.5 million in aggregate revenues
during the same period in 2011, which were offset by decreased revenues amounting to an aggregate of $94.3 million contributed by the Leiv Eiriksson and the Eirik Raude , due
to lower rates and utilization during 2012. The maximum dayrates for the contracts on which our drilling units were employed during the year ended December 31, 2012, ranged
between approximately $441,000 and $675,000 per day. The maximum day rates for the contracts on which our drilling units were employed during the year ended December
31, 2011, ranged between approximately $415,000 and $665,473 per day. Revenues for the year ended December 31, 2012, also include $24.6 million for loss of hire insurance
recovery related to Ocean Rig Corcovado .

Operating expenses

Drilling rigs and drillships operating expenses increased by $281.8 million, or 100.0%, to $563.6 million for the year ended December 31, 2012, compared to $281.8
million for the year ended December 31, 2011. The increase in operating expenses was mainly due to the commencement of drilling operations of the Ocean Rig Mykonos and
the Ocean Rig Poseidon , resulting in operating expenses of $159.3 million in total during the year ended December 31, 2012, as compared to operating expenses of $33.1
million in total for the same period in 2011. In addition, for the year ended December 31, 2012, the operating expenses relating to the Leiv Eiriksson , the Eirik Raude and the
Ocean Rig Corcovado increased by $116.4 million, mainly due to a more extensive maintenance program and upgrades performed during the year ended December 31, 2012.
Furthermore, operating expenses related to the Ocean Rig Olympia increased by $25.3 million during year ended December 31, 2012, due to the fact that the drillship operated
for the entire period, as compared to the year ended December 31, 2011, when the drillship operated for a shorter period. Further, a growing resource team of technicians
contributed $13.8 million of operating expenses during year ended December 31, 2012.



Year Ended
December 31,
2011
Year Ended
December 31,
2012 Change
Percentage
Change

REVENUES:
Total revenues 699,649 941,903 242,254 34.6 %

EXPENSES:
Drilling rigs and drillships operating expenses 281,833 563,583 281,750 100.0 %

Depreciation 162,532 224,479 61,947 38.1 %
Loss on disposals 754 133 (621 ) -82.4 %
General and administrative expenses 46,718 83,647 36,929 79.0 %
Legal settlements and other, net - 4,524 4,524 -
Operating income 207,812 65,537 (142,275 ) -68.5 %

OTHER INCOME/(EXPENSES):
Interest and finance costs (63,752 ) (116,427 ) (52,675 ) 82.6 %
Interest income 9,810 553 (9,257 ) -94.4 %
Loss on interest rate swaps (33,455 ) (36,974 ) (3,519 ) 10.5 %
Other, net 2,311 (1,068 ) (3,379 ) -146.2 %
Total other income/(expenses),net (85,086 ) (153,916 ) (68,830 ) 80.9 %

Net income/(loss) before taxes 122,726 (88,379 ) (211,105 ) -172.0 %
Income Taxes (27,428 ) (43,957 ) (16,529 ) 60.3 %
Net Income/(Loss) 95,298 (132,336 ) (227,634 ) -238.9 %

48

Depreciation and amortization expense

Depreciation and amortization expense for the drilling units increased by $62.0 million, or 38.2%, to $224.5 million for the year ended December 31, 2012, as
compared to $162.5 million for the year ended December 31, 2011. The increase in depreciation and amortization expense was mainly attributable to the aggregate of $72.9
million of depreciation expense related to the depreciation of the Ocean Rig Poseidon and the Ocean Rig Mykonos , which were delivered during the third quarter of 2011, as
compared to an aggregate of $23.1 million of depreciation expense for the same period in 2011. In addition, the Ocean Rig Olympia contributed $8.9 million more in
depreciation expense for the year ended December 31, 2012, as compared to the same period of 2011, due to the Company's ownership of the drillship for the full year ended
December 31, 2012. The Ocean Rig Corcovado also contributed $3.9 million more in depreciation expense during 2012 due to upgrades performed early this year.

Loss on disposals

Loss on asset disposals amounted to $0.1 million for the year ended December 31, 2012, while for the relevant period in 2011, there was a loss amounting to $0.8
million, related to disposal of office equipment.

General and administrative expenses

General and administrative expenses increased by $36.9 million, or 79.0%, to $83.6 million for the year ended December 31, 2012, as compared to $46.7 million for
year ended December 31, 2011. This increase is mainly due to increased costs related to the management of a larger fleet, as well as expenses related to the operation of the
Company's office in Brazil that commenced operations in late 2011.

Legal Settlements and other, net

The amount of $4.5 million consists of $6.4 million (loss) in legal settlements which is mainly related to a claim settlement related to import/export taxes duties in
Angola that was settled during the second quarter of 2012, offset by a $1.9 million gain related to a settlement of an old dispute with one of our contractors. No such items are
included in the relevant period of 2011.

Interest and finance costs

Interest and finance costs increased by $52.6 million, or 82.4%, to $116.4 million for year ended December 31, 2012, compared to $63.8 million for the year ended
December 31, 2011. The increase is mainly associated with a higher level of debt during the year ended December 31, 2012, as compared to the corresponding period of 2011. In
addition, capitalized interest and amortization of financing costs decreased by $12.8 million and $4.8 million, respectively.

Interest income

Interest income decreased by $9.2 million, or 93.9%, to $0.6 million for the year ended December 31, 2012, compared to $9.8 million for the year ended December 31,
2011. The decrease was mainly due to lower interest rates on our deposits during 2012 as compared to 2011.

Loss on interest rate swaps

Losses on interest rate swaps increased by $3.5 million, or 10.5%, to $37.0 million for year ended December 31, 2012, as compared to $33.5 million for the year ended
December 31, 2011. The loss for the year ended December 31, 2012, was mainly due to discontinued cash flow hedges amortization increase by approximately $13.0 million due
to repayment of the Company's $1.04 billion credit facility, partially offset by favorable trends of mark to market losses of outstanding swap positions..

Other, net

Other, net decreased by $3.4 million, or 147.8% to a loss of $1.1 million for year ended December 31, 2012, compared to a gain of $2.3 million for the year ended
December 31, 2011. The decrease is mainly due to foreign currency exchange rate differences.

Income taxes

Income taxes increased by $16.6 million, or 60.6%, to $44.0 million for year ended December 31, 2012, compared to $27.4 million for the year ended December 31,
2011. 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.



49

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010


Revenues

Revenues from drilling contracts increased by $293.9 million, or 72.4%, to $699.6 million for the year ended December 31, 2011, as compared to $405.7 million for the
year ended December 31, 2010. The increase is primarily attributable to the operation of our six drilling units (two drill rigs and four drillships) in 2011, compared to the
operation of two drill rigs in 2010. The Ocean Rig Olympia , Ocean Rig Corcovado and Ocean Rig Poseidon were delivered and commenced drilling activities during the year
ended December 31, 2011. The day rates for the contracts on which our drilling units were employed during the year ranged between $415,000 and $665,473 per day.

Operating expenses

Drilling rigs and drillships operating expenses increased by $162.4 million, or 136.0%, to $281.8 million for the year ended December 31, 2011, compared to $119.4
million for the year ended December 31, 2010. The increase in operating expenses of $162.5 million is mainly due to $132.3 million in increased operating expenses from the
commencement of drilling operations of the Ocean Rig Corcovado , the Ocean Rig Olympia , the Ocean Rig Poseidon and the Ocean Rig Mykonos during 2011, $15.3 million
related to the 10-year class survey of the Leiv Eiriksson and $15.0 million in increased operating expenses relating to the Eirik Raude due to a more extensive maintenance
program performed during 2011.

Depreciation and amortization expense

Depreciation and amortization expense for the drilling rigs and drillships increased by $87.4 million, or 116.4%, to $162.5 million for the year ended December 31,
2011, as compared to $75.1 million for the year ended December 31, 2010. The increase in depreciation and amortization was attributable to the depreciation related to our four
operating drillships delivered during 2011.


(U.S. Dollars in thousands)
Year Ended
December 31,
2010
Year Ended
December 31,
2011 Change Percentage Change
REVENUES:
Total revenues 405,712 699,649 293,937 72.4 %

EXPENSES:
Drilling rigs and drillships operating expenses 119,369 281,833 162,464 136.1 %
Depreciation and amortization 75,092 162,532 87,440 116.4 %
Loss on disposals 1,458 754 (704 ) (48.3 %)
General and administrative expenses 20,566 46,718 26,152 127.2 %
Operating income 189,227 207,812 18,585 9.8 %

OTHER INCOME / (EXPENSES):
Interest and finance costs (8,418) (63,752) 55,334 657.3 %
Interest income 12,464 9,810 (2,654 ) (21.3 %)
Loss on interest rate swaps (40,303 ) (33,455 ) 6,848 (17.0 %)
Other, net 2,227 2,311 84 3.8 %
Total other income/(expenses), net (34,030) (85,086) 51,056 150.0 %

Net Income/(loss) before taxes 155,197 122,726 (32,471 ) (20.9 %)
Income taxes (20,436 ) (27,428 ) (6,992 ) 34.2 %
Net Income/(Loss) $ 134,761 $ 95,298 $ (39,463 ) (29.3 %)

50


Loss on disposal of assets

Loss on disposal of assets amounting to $0.8 million and $1.5 million for the years ended December 31, 2011 and 2010, respectively, related to the disposal of rig
equipment.

General and administrative expenses

General and administrative expenses increased by $26.1 million, or 126.7%, to $46.7 million for the year ended December 31, 2011, as compared to $20.6 million for
the year ended December 31, 2010. The increase of $20.9 million is mainly due to increased costs relating to the management of six drilling units during the year ended
December 31, 2011, as compared to two drilling units during the year ended December 31, 2010, as well as professional fees related to our exchange offer completed in
September 2011.

Interest and finance costs

Interest and finance costs increased by $55.4 million, or 659.5%, to $63.8 million for the year ended December 31, 2011, compared to $8.4 million for the year ended
December 31, 2010. The increase is mainly due to higher average debt, costs associated with debt issuance and increased interest rates during 2011.

Interest income

Interest income decreased by $2.7 million, or 21.6%, to $9.8 million for the year ended December 31, 2011, compared to $12.5 million for the year ended December 31,
2010. The decrease was due to lower interest rates on our deposits during 2011, although the average cash balances increased significantly during the same period.

Loss on interest rate swaps

Loss on interest rate swaps decreased by $6.8 million, or 16.9%, to $33.5 million for the year ended December 31, 2011, compared to a loss of $40.3 million for the
year ended December 31, 2010. The loss for the year ended December 31, 2011 is mainly due to mark to market losses of outstanding swap positions as interest rates trended
downwards.

Other, net

Other, net increased by $0.1 million, or 4.5%, to a gain of $2.3 million for the year ended December 31, 2011, compared to a gain of $2.2 million for the year ended
December 31, 2010. The increase is due to foreign exchange gain, which was offset by net losses on currency forward contracts.

Income taxes

Income taxes increased by $7.0 million, or 34.3%, to $27.4 million for the year ended December 31, 2011, compared to $20.4 million for the year ended December 31,
2010. As 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, 2012, we had $192.7 million of restricted cash relating mainly to: (i) bank deposits which are blocked or pledged as cash collateral; and (ii)
required minimum cash and cash equivalents. Our restricted cash balances as of December 31, 2012 increased by $10.6 million, or 5.8%, to $192.7 million, compared to $182.1
million as of December 31, 2011. The increase in restricted cash balances was primarily due to an increase of $65.8 million in aggregate restricted cash related to our Deutsche
Bank credit facilities and cash collateral required by a new swap agreement. This increase was primarily offset by a decrease of $55.0 million in aggregate restricted cash related
to the repayment of our $1.04 billion senior secured credit facility and the amendment to our $800.0 million senior secured term loan agreement.

As of December 31, 2012, we had $317.4 million of cash and cash equivalents. Our cash and cash equivalents increased by $66.5 million, or 26.5%, to $317.4 million
as of December 31, 2012, compared to $250.9 million as of December 31, 2011. The increase in our cash and cash equivalents relates mainly to the receipt of $800.0 million in
gross proceeds from the issuance and sale of Senior Secured Notes in the 2012 Secured Bond Offering and net cash provided by operating activities of $278.3 million, which
were partly offset by payments of yard installments and capital upgrades amounting to $310.1 million in the aggregate and loan repayments amounting to $671.7 million in the
aggregate.



51

As of December 31, 2012 and December 31, 2011, we had total indebtedness, on a consolidated basis, of $2.9 billion and $2.7 billion, respectively, under our
outstanding debt agreements, excluding unamortized financing fees. Our total indebtedness as of December 31, 2012 increased by $0.2 billion, or 7.4%, to $2.9 billion,
compared to $2.7 billion as of December 31, 2011 due to the issuance and sale of $800 million aggregate principal amount of Senior Secured Notes in the 2012 Secured Bond
Offering, which was partly offset by payments and repayments of long- and short-term loans.

As of December 31, 2012, we had no available borrowing capacity under our secured credit facilities and aggregate debt outstanding of $2.9 billion. However, as
discussed below, we entered into a $1.35 billion secured term loan facility in February 2013, under which we have borrowing capacity of $1.35 billion. As of December 31,
2012, 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, 2012, our total purchase commitments consisted of the remaining construction expenses of approximately $1.6 billion relating to the construction
of our four seventh generation drillships under construction, which are scheduled to be delivered in July 2013, October 2013, November 2013 and January 2015, respectively.
The estimated total project cost per drillship for our seventh generation drillships under construction, excluding financing costs, ranges between $668.0 million and $678.0
million. As of December 31, 2012, we made pre-delivery payments of $879.4 million in the aggregate for these newbuilding drillships. The remaining total construction
payments for these drillships, excluding financing costs, amounted to approximately $1.6 billion in the aggregate as of December 31, 2012. We plan to finance these remaining
payments, which are due upon delivery of the drillships, with new debt or equity financing, which we have not yet secured in full. In February 2013, we entered into a $1.35
billion senior secured term loan facility to partially finance the construction costs of our three seventh generation drillships scheduled for delivery in 2013. 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.

We may exercise our options under our contract with Samsung to purchase up to two additional newbuilding drillships any time on or prior to March 31, 2013. To the
extent we exercise any of these options, we will incur additional payment obligations for which we have not arranged financing.

Working capital is defined as current assets minus current liabilities (including the current portion of long-term debt). Our working capital surplus amounted to $91.5
million as of December 31, 2012, as compared to a working capital surplus of $68.9 million as of December 31, 2011. The increase in working capital surplus as of December
31, 2012, as compared to December 31, 2011, is primarily due to our increased cash balance and 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, 2012, 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 $176.7 million is due in 2013 and our newbuilding
contracts, under which an aggregate of approximately $1.2 billion is due in 2013. 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.



52

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, 2012, 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 $2.4 billion in the aggregate, excluding our 9.5%
senior unsecured notes, as of December 31, 2012. 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.

Recent Amendments to Our Debt Agreements

Prior to the amendments discussed below, our secured credit facilities also contained cross-default or cross-acceleration clauses relating to DryShips's indebtedness for
its drybulk carrier and tanker fleet.

On May 14, 2012, we and two of our wholly owned subsidiaries signed amendments to our two Deutsche Bank credit facilities to, among other things, remove the
payment guarantee of DryShips, subject to reinstatement as discussed below, and remove the financial covenants for DryShips and the cross-default provision relating to
DryShips's outstanding indebtedness for its drybulk carrier and tanker fleet. As a result of the amendments, a default by DryShips under one of its loan agreements for its drybulk
carrier and tanker fleet will not result in a cross-default under the Deutsche Bank credit facilities that would provide the lenders thereunder with the right to accelerate our
outstanding debt. In addition, the amendments removed the automatic prepayment mechanism under the Deutsche Bank credit facilities. Also, by the end of September 2014, we
are required to maintain an additional $57.0 million in the aggregate in the debt service reserve relating to the facilities. Furthermore, under the amended Deutsche Bank credit
facilities, we are permitted to pay dividends, make distributions and effect redemptions or returns of share capital in an amount of up to 50% of net income, provided we
maintain minimum liquidity in an aggregate amount of not less than $200.0 million in cash and cash equivalents and restricted cash and provide evidence to the lenders through
cash flow forecasts that we will maintain such level for the next 12 months following the date of the dividend, distribution or redemption or return of share capital. The
borrowers under the amended Deutsche Bank credit facilities are prohibited from paying dividends or making distributions to us or effecting redemptions, repayments or
reductions of share capital, except following earnings deposit dates and unless all relevant primary transfers have been made, we maintain certain minimum balances in the debt
service reserve accounts and no default has occurred, is continuing or will result from the payment. Notwithstanding the foregoing, in the case of the facility for the Ocean Rig
Mykonos , the borrower may pay dividends to us upon earnings deposit dates in connection with (i) rebates of Brazilian import taxes incurred prior to May 14, 2012, (ii) the
repayment of loans made by us to the borrower in respect of certain capital expenditures and operating expenses incurred prior to May 14, 2012; and (iii) any amounts paid by us
following May 14, 2012 in respect of certain capital expenditures and operating expenses in excess of certain budgeted amounts, provided in each case all relevant primary
transfers have been made. In addition, under the facility for the Ocean Rig Poseidon , Ocean Rig Poseidon Operations Inc., the borrower, is also prohibited from paying
dividends or making distributions to us or effecting redemptions, repayments or reductions of share capital other than out of funds released from the bareboat charter proceeds
account during the term of the bareboat charter in respect of the contract with Petrobras Tanzania for the Ocean Rig Poseidon.



53


Under the terms of the amended Deutsche Bank credit facilities, in the event of a breach by us of any of the financial covenants contained in our guarantees under the
Deutsche Bank credit facilities, the unconditional and irrevocable payment guarantees of DryShips will be reinstated, pursuant to which DryShips will be obligated to pay, upon
demand by the lenders, any amount outstanding under the credit facilities upon a failure by us to pay such amount. In addition, DryShips will be required to indemnify the
lenders in respect of any losses they incur in respect of any amounts due under the loans that are not recoverable from DryShips under the guarantees and that we fail to pay. The
amount payable by DryShips under the guarantees will be limited to $214.0 million with respect to the facility for the Ocean Rig Poseidon and $255.0 million with respect to the
facility for the Ocean Rig Mykonos , in each case plus any other amounts that become payable in connection with the payment of such amount. The guarantees will not include
any financial covenants applicable to DryShips or cross-default provisions in relation to DryShips's indebtedness for its drybulk carrier and tanker fleet. The Deutsche Bank
credit facilities finance the Ocean Rig Poseidon and the Ocean Rig Mykonos. If these guarantees were to be reinstated, and subsequently were to become invalid or
unenforceable for any reason, we would potentially be required to prepay the facilities.

On May 9, 2012, we and one of our other wholly owned operating subsidiaries, Drillships Holdings Inc., signed an amendment under our $800.0 million secured term
loan agreement with Nordea Bank as agent to, among other things, terminate the guarantee by DryShips and remove the related covenants and remove the cross-acceleration
provisions relating to DryShips's indebtedness for its drybulk carrier and tanker fleet and our indebtedness under our other credit facilities. As a result of the amendment, a
default by DryShips under one of its loan agreements for its drybulk carrier and tanker fleet or a default by us under one of our other credit facilities and the acceleration of the
related debt will not result in a cross-default under our $800.0 million secured term loan agreement that would provide our lenders with the right to accelerate the outstanding
debt under the loan agreement. In addition, under the terms of the loan agreement, as amended, (i) we are permitted to buyback our common shares; (ii) Drillships Holdings Inc.
is permitted to pay dividends to us as its shareholder; and (iii) we are permitted to pay dividends to our shareholders of up to 50% of our net income of each previous financial
year, provided in each case that we maintain minimum liquidity in an aggregate amount of not less than $200.0 million in cash and cash equivalents and restricted cash and
maintain such level for the next 12 months following the date of the dividend payment. The amendments also provide for a reduction in the amount of minimum free cash
required to be maintained by Drillships Holdings Inc. from $75.0 million to $50.0 million. Under the agreement, we are required to maintain minimum free cash of $100.0
million. Amounts outstanding under this facility are secured by the Ocean Rig Corcovado and the Ocean Rig Olympia .

In addition, on May 18, 2012, we and Drill Rigs Holdings Inc. amended our $1.04 billion credit facility with DNB Bank ASA, as agent, to, among other things, remove
the cross-acceleration clause relating to DryShips's indebtedness for its drybulk carrier and tanker fleet. We repaid in full the outstanding indebtedness under our $1.04 billion
credit facility, which was $487.5 million as of June 30, 2012, using the net proceeds of our 2012 Secured Bond Offering.

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 .



54


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 106.500% 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.

$1.35 billion secured term loan 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 , the Ocean Rig Skyros
and the Ocean Rig Athena , our seventh generation drillships scheduled for delivery in July 2013, October 2013 and November 2013, respectively. The facilities agreement is
comprised of three term loan facilities of up to $150.0 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 $150.0 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 $150.0 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. The term loan facilities with respect to the Ocean
Rig Mylos bear interest at LIBOR plus a margin and are repayable beginning in the fourth quarter of 2013 in 45 quarterly installments of an aggregate of $10.0 million through
the fourth quarter of 2024. The term loan facilities with respect to the Ocean Rig Skyros and the Ocean Rig Athena bear interest at LIBOR plus a margin and are repayable
beginning in the first quarter of 2014 in 42 quarterly installments of an aggregate of approximately $10.5 million per drillship for the first 19 installment payments and $10.9
million per drillship for the final 23 installment payments through the second quarter of 2024.



55

The $1.35 billion secured term loan facility is secured by, among other things, a first priority mortgage over the Ocean Rig Mylos , the Ocean Rig Skyros and the Ocean
Rig Athena, a first priority pledge of the borrower's and/or the guarantors' (as the case may be) earnings accounts, a first priority assignment of all earnings and insurances in
respect of the mortgaged vessels, a pledge of the shares of capital stock of certain of our subsidiaries and guarantees from Ocean Rig UDW Inc. and certain of our subsidiaries.

Under the $1.35 secured term loan facility, we, the borrower and certain of our other subsidiaries, as guarantors, are subject to certain financial covenants requiring
among other things, the maintenance of (i) a minimum amount of cash and cash equivalents; (ii) a leverage ratio not to exceed specified levels; (iii) a minimum interest coverage
ratio; (iv) a minimum current ratio; and (v) a minimum equity ratio. In addition, the aggregate market value of the Ocean Rig Mylos , the Ocean Rig Skyros and the Ocean Rig
Athena , following the delivery date of the first drillship, must be greater than 140% of the total borrowings outstanding under the facility.

The $1.35 billion secured term loan facility also contains other customary restrictive covenants, including restrictions on our ability to enter into affiliate transactions,
create liens on our assets, merge or consolidate without the prior consent of the lenders, sell, lease, transfer or otherwise dispose of the collateral securing the facility other than
for market value on an arm's length basis and in compliance with the terms of the facility, incur additional indebtedness or make investments.

In addition, we may only pay dividends or make other distributions in respect of our capital stock under the $1.35 billion secured term loan facility in an amount equal
to up to 50% of our net income of each previous financial year, provided in each case that we maintain minimum liquidity in an aggregate amount of not less of $200.0 million in
cash and cash equivalents and restricted cash and maintain such level for the next 12 months following the date of the dividend payment.

The $1.35 billion secured term loan facility also contains customary events of default, including non-payment of principal or interest, breach of covenants or material
representations and bankruptcy and imposes insurance requirements and restrictions on the employment of the mortgaged drillships. In addition, the facility contains a cross-
default provision that is triggered, among other things, when any of our other financial indebtedness in an amount equal to or in excess of $25.0 million is not paid when due or
is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default, pursuant to which our lenders may accelerate our
indebtedness under the $1.35 billion secured term loan facility.

As of December 31, 2012, we had entered into three interest rate swap agreements to partly fix the interest rate payable on the principal amounts outstanding under the
$1.35 billion secured term loan facility. See "Swap Agreements" for a description of the interest rate swap agreements.

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

On July 18, 2008, Drillship Kithira Owners Inc. and Drillship Skopelos Owners Inc., our wholly owned subsidiaries and the owners of our drillships, the Ocean Rig
Poseidon and the Ocean Rig Mykonos , respectively, each entered into separate credit facility 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 , including payment of financing fees,
incidental drillship costs, commitment fees, loan interest, and a portion of the second yard installments. We refer to these credit facilities as the Deutsche Bank credit facilities.
Both of the credit facilities as amended, bear interest at a rate that is in part fixed and in part based on LIBOR plus an applicable margin and are repayable in 18 semi-annual
installments of $27.5 million through September 2020 or November 2020, as the case may be.

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, (i) the maximum amount permitted to be drawn was reduced from $562.5 million to $495.0 million under each credit facility; (ii) in addition to the guarantee
already provided by DryShips, we provided an unlimited recourse guarantee that includes certain financial covenants as further described below; and (iii) with respect to the
credit facility for the financing of the Ocean Rig Poseidon , we were permitted to draw under the facility with respect to the Ocean Rig Poseidon based upon the employment of
the drillship under its drilling contract with Petrobras Tanzania. On August 10, 2011, we amended the terms of the credit facility for the financing of the Ocean Rig Mykonos to
allow for full drawdowns to finance the then remaining installment payments for this drillship based on the employment of the drillship under its drilling contract with Petrobras
Brazil. The amendment also requires that the Ocean Rig Mykonos be re-employed under a contract acceptable to the lenders meeting certain minimum terms and dayrates at least
six months, in lieu of 12 months, prior to the expiration of the contract with Petrobras Brazil. All other material terms of such credit facility were unchanged.



56

Each Deutsche Bank credit facility is secured by, among other things, a first priority mortgage on the relevant vessel and a reserve account pledge. In addition, we have
pledged the shares of the following of our wholly owned subsidiaries as security under our Deutsche Bank credit facilities: Kithira Shareholders Inc., Drillship Kithira Owners
Inc., Ocean Rig Poseidon Operations Inc., Skopelos Shareholders Inc., Drillship Skopelos Owners Inc., Ocean Rig Drilling Operations Cooperatief UA, Ocean Rig Drilling
Operations B.V. and Drillships Investment Inc. Each credit facility contains a loan to value ratio requirement relating to the post-delivery market value of the relevant vessel.

We provided an unlimited recourse guarantee under the terms of the restructuring of these credit facility agreements described above, whereby we are required to
comply with certain financial covenants requiring that we maintain (i) a minimum equity ratio; (ii) a minimum amount of working capital; (iii) a maximum leverage ratio; (iv) a
minimum interest coverage ratio; and (v) a minimum amount of free cash.

These credit facility agreements are the subjects of guarantees by DryShips. On May 14, 2012, we and Drillship Kithira Owners Inc. and Drillship Skopelos Owners
Inc. signed amendments with the lenders under the Deutsche Bank credit facilities to, among other things, remove the payment guarantee of DryShips, subject to reinstatement
as discussed below, and remove the financial covenants for DryShips and the cross-default provision relating to DryShips's outstanding indebtedness for its drybulk carrier and
tanker fleet. As a result of the amendments, a default by DryShips under one of its loan agreements for its drybulk carrier and tanker fleet will not result in a cross-default under
the Deutsche Bank credit facilities that would provide the lenders thereunder with the right to accelerate our outstanding debt. In addition, the amendments removed the
automatic prepayment mechanism under the Deutsche Bank credit facilities. Also, by the end of September 2014, we are required to maintain an additional $57.0 million in the
aggregate in the debt service reserve relating to the facilities. Furthermore, under the amended Deutsche Bank credit facilities, we are permitted to pay dividends, make
distributions and effect redemptions or returns of share capital in an amount of up to 50% of net income, provided we maintain minimum liquidity in an aggregate amount of not
less than $200.0 million in cash and cash equivalents and restricted cash and provide evidence to the lenders through cash flow forecasts that we will maintain such level for the
next 12 months following the date of the dividend, distribution or redemption or return of share capital. The borrowers under the amended Deutsche Bank credit facilities are
prohibited from paying dividends or making distributions to us or effecting redemptions, repayments or reductions of share capital, except following earnings deposit dates and
unless all relevant primary transfers have been made, the borrowers maintain certain minimum balances in the debt service reserve accounts and no default has occurred, is
continuing or will result from the payment. Notwithstanding the foregoing, in the case of the facility for the Ocean Rig Mykonos , the borrower may pay dividends to us upon
earnings deposit dates in connection with (i) rebates of Brazilian import taxes incurred prior to May 14, 2012, (ii) the repayment of loans made by us to the borrower in respect
of certain capital expenditures and operating expenses incurred prior to May 14, 2012; and (iii) any amounts paid by us following May 14, 2012 in respect of certain capital
expenditures and operating expenses in excess of certain budgeted amounts, provided in each case all relevant primary transfers have been made. In addition, under the facility
for the Ocean Rig Poseidon , Ocean Rig Poseidon Operations Inc., the borrower, is also prohibited from paying dividends or making distributions to us or effecting redemptions,
repayments or reductions of share capital other than out of funds released from the bareboat charter proceeds account during the term of the bareboat charter in respect of the
contract with Petrobras Tanzania for the Ocean Rig Poseidon .

Under the terms of the amended Deutsche Bank credit facilities, in the event of a breach by us of any of the financial covenants contained in our guarantees under the
Deutsche Bank credit facilities, the unconditional and irrevocable payment guarantees of DryShips will be reinstated, pursuant to which DryShips will be obligated to pay, upon
demand by the lenders, any amount outstanding under the credit facilities upon a failure by us to pay such amount. In addition, DryShips will be required to indemnify the
lenders in respect of any losses they incur in respect of any amounts due under the loans that are not recoverable from DryShips under the guarantees and that we fail to pay. The
amount payable by DryShips under the guarantees will be limited to $214.0 million with respect to the facility for the Ocean Rig Poseidon and $255.0 million with respect to the
facility for the Ocean Rig Mykonos , in each case plus any other amounts that become payable in connection with the payment of such amount. The guarantees will not include
any financial covenants applicable to DryShips or cross-default provisions in relation to DryShips's indebtedness for its drybulk carrier and tanker fleet. If these guarantees were
to be reinstated, and subsequently were to become invalid or unenforceable for any reason, we would potentially be required to prepay the facilities.

The loan agreements contain customary restrictive covenants, including limitations on affiliate transactions, the creation of liens on assets and restrictions on the sale,
transfer or disposal of the vessels, and events of default, including non-payment of principal or interest, minimum insurance requirements, breach of covenants or material
misrepresentations, bankruptcy, and change of control and impose restrictions on the payments of dividends and employment of the vessels.



57

We have entered into four interest rate swap agreements to fix the interest rate payable on the principal amounts outstanding under the Deutsche Bank credit facilities.
See "Swap Agreements" for a description of the interest rate swap agreements.

As of December 31, 2012 and 2011, the outstanding balance under the Deutsche Bank credit facilities was $907.5 million and $990.0 million, respectively.

$800.0 million senior secured term loan agreement

On April 15, 2011, our wholly 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 Ocean Rig Corcovado and the Ocean Rig Olympia . The $800.0 million senior secured term loan agreement
consists of four term loans, which were all fully drawn during April 2011. Amounts outstanding under the $800.0 million senior secured term loan agreement bear interest at
LIBOR plus a margin and the loan is repayable in 20 quarterly installments plus a balloon payment of $483.3 million payable together with the last installment payment.

The $800.0 million senior secured term loan agreement is secured by, among other things, first priority (i) mortgages over the Ocean Rig Corcovado and the Ocean Rig
Olympia ; (ii) assignments of earnings; (iii) assignments of earnings accounts; (iv) assignments of minimum reserve cash accounts; (v) assignments of insurances; and (vi)
pledges of the shares of our wholly owned subsidiaries, Drillships Holdings Inc., Drillship Hydra Shareholders Inc., Drillship Hydra Owners Inc., Drillship Paros Shareholders
Inc., Drillship Paros Owners Inc. and Ocean Rig Corcovado Greenland Operations Inc.

Under the $800.0 million senior secured term loan agreement, we and certain of our subsidiaries, as guarantors, are subject to certain financial covenants requiring
among other things, the maintenance of (i) a minimum amount of free cash; (ii) a leverage ratio not to exceed specified levels; (iii) a minimum interest coverage ratio; (iv) a
minimum current ratio; and (v) a minimum equity ratio. In addition, the aggregate market value of the Ocean Rig Corcovado and the Ocean Rig Olympia must be greater than
140% of the total borrowings outstanding under the senior secured term loan.

On May 9, 2012, we 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 and remove the related covenants and remove the cross-acceleration provisions relating to DryShips's indebtedness for its drybulk carrier and tanker fleet
and our indebtedness under our other credit facilities. As a result of the amendment, a default by DryShips under one of its loan agreements for its drybulk carrier and tanker
fleet or a default by us under one of our other credit facilities and the acceleration of the related debt will not result in a cross-default under our $800.0 million secured term loan
agreement that would provide our lenders with the right to accelerate the outstanding debt under the loan agreement. In addition, under the terms of the loan agreement, as
amended, (i) we are permitted to buyback our common shares; (ii) Drillships Holdings Inc. is permitted to pay dividends to us as its shareholder; and (iii) we are permitted to pay
dividends to our shareholders of up to 50% of our net income of each previous financial year, provided in each case that we maintain minimum liquidity in an aggregate amount
of not less than $200.0 million in cash and cash equivalents and restricted cash and maintain such level for the next 12 months following the date of the dividend payment. The
amendments also provide for a reduction in the amount of minimum free cash required to be maintained by Drillships Holdings Inc. from $75.0 million to $50.0 million. Under
the agreement, we are required to maintain minimum free cash of $100.0 million.

Furthermore, pursuant to the terms of the $800.0 million senior secured term loan agreement, if any person or group (other than George Economou and DryShips)
acquires beneficial ownership of more than 50% of our equity, or, if George Economou and DryShips fails to hold a 15% aggregate ordinary voting power and economic interest
in us, then all outstanding amounts under the $800.0 million senior secured term loan agreement are required to be prepaid within 60 days.

The $800.0 million senior secured term loan agreement contains other customary restrictive covenants, including limitations on affiliate transactions, the creation of
liens on assets and restrictions on the sale, transfer or disposal of the vessels, and events of default, including non-payment of principal or interest, breach of covenants or
material representations, bankruptcy and imposes insurance requirements and restrictions on the employment of the vessels.

We have entered into two interest rate swap agreements to fix the interest rate payable on the principal amounts outstanding under the $800.0 million senior secured
term loan agreement. See "Swap Agreements" for a description of the interest rate swap agreements.



58

As of December 31, 2012 and 2011, the outstanding balance under this loan was $700.0 million and $766.7 million, respectively.

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.

Under the terms of the bond agreement, dated April 14, 2011, we are required to pay interest on the unsecured notes at a rate of 9.5% per annum. We are also required
to make interest payments on the unsecured notes semi-annually in arrears on October 27 and April 27 of each year, until the final maturity on April 27, 2016. The unsecured
notes are not guaranteed by any of our subsidiaries. The unsecured notes are our unsecured obligations and rank senior in right of payment to any of our future subordinated
indebtedness and equally in right of payment to all of our existing and future unsecured senior indebtedness. We may redeem some or all of the unsecured notes as follows: (i) at
any time and from time to time from April 27, 2014 to April 26, 2015, at a redemption price equal to 104.5% of the aggregate principal amount, plus accrued and unpaid interest
to the date of redemption; or (ii) at any time and from time to time from April 27, 2015 at a redemption price equal to 102.5% of the aggregate principal amount, plus accrued
and unpaid interest to the date of redemption. Upon a change of control, which occurs if 50% or more of our shares are acquired by any person or group other than DryShips or
its affiliates, the noteholders will have an option to require us to purchase all outstanding notes at a redemption price of 100% of the principal amount thereof plus accrued and
unpaid interest to the date of purchase.

Subject to a number of limitations and exceptions, the bond agreement governing the unsecured notes contains covenants limiting, among other things, our ability to: (i)
create liens; or (ii) merge, or consolidate or transfer, sell or lease all or substantially all of our assets. Furthermore, the bond agreement contains financial covenants requiring us,
among other things, to ensure that we maintain: (i) a consolidated equity ratio of minimum 35%; (ii) free cash of minimum $50.0 million; (iii) a current ratio of minimum 1-to-1;
and (iv) an interest coverage ratio of 2.5x calculated on a 12 month rolling basis.

In connection with the issuance, we agreed to apply to list the unsecured notes on a securities exchange or other regulated market by December 1, 2011. The unsecured
notes were approved for trading on the Oslo ABM, which is maintained by the Oslo Bors ASA, on October 10, 2011. We have obtained a credit rating on our Company and the
unsecured notes in compliance with the bond agreement. If we had failed to obtain the required credit ratings, the interest rate on the unsecured notes would have increased by
0.25% annually.

Repaid Debt Agreements

$1.04 billion senior secured credit facility

On September 17, 2008, our wholly owned subsidiaries, Ocean Rig ASA and Ocean Rig Norway AS, entered into a revolving credit and term loan facility with a
syndicate of lenders that was amended and restated on November 19, 2009, to, among other things, add Drill Rigs Holdings as a borrower. This credit facility was in the
aggregate amount of approximately $1.04 billion and consisted of a guarantee facility, which provided us with a letter of credit of up to $20.0 million that was drawn, three
revolving credit facilities in the amounts of $350.0 million, $250.0 million and $20.0 million, respectively, and a term loan in the amount of up to $400.0 million. Amounts
outstanding under the $1.04 billion credit facility bore interest at LIBOR plus a margin and the loan was repayable in 20 quarterly installments plus a balloon payment of $400.0
million payable together with the last installment, on September 17, 2013. This facility was repaid in full with a portion of the net proceeds of our 2012 Secured Bond
Offering. As of December 31, 2011, the outstanding balance under this loan agreement was $522.5 million.

Drill Rigs Holdings had entered into three interest rate swap agreements to fix the interest rate on the principal amounts outstanding under this loan agreement, which
were novated to us in connection with the closing of the 2012 Secured Bond Offering. See "Swap Agreements" for a description of these interest rate swap agreements.



59

Cash Flows

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Our cash and cash equivalents increased to $317.4 million as of December 31, 2012, compared to $250.9 million as of December 31, 2011, primarily due to cash
provided by financing and operating activities partly offset by cash used in investing activities. Our working capital surplus was $91.5 million as of December 31, 2012,
compared to a $68.9 million working capital surplus as of December 31, 2011.

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $278.3 million for the year ended December 31, 2012. In determining net cash provided by operating activities for the
year ended December 31, 2012, net income was adjusted for the effects of certain non-cash items, including $224.5 million of depreciation and amortization, $12.9 million of
amortization and the write-off of deferred financing costs. Moreover, for the year ended December 31, 2012, 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 $16.1 million, amortization of discontinued cash flow hedges of $22.9 million, amortization of stock based compensation
of $0.6 million and other non-cash items of $17.0 million. Net cash provided by operating activities was $270.7 million for the year ended December 31, 2011.

Net Cash Used in Investing Activities

Net cash used in investing activities was $320.5 million for the year ended December 31, 2012, compared to $1.6 billion for the year ended December 31, 2011. We
made shipyard payments and project capital expenditures of approximately $310.1 million for the year ended December 31, 2012, compared to $1.9 billion for advances for
drillships under construction and other capital expenditures for the year ended December 31, 2012. The increase in restricted cash was $10.6 million during the year ended
December 31, 2012, compared to a decrease of $385.0 million in the corresponding period of 2011.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $108.7 million for the year ended December 31, 2012, consisting 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. This
compares to net cash provided by financing activities of $1.4 billion for the year ended December 31, 2011, consisting of $2.4 billion in gross proceeds from new long-term debt,
which was largely offset by repayments of credit facilities amounting to an aggregate of $926.7 million.

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Our cash and cash equivalents increased to $250.9 million as of December 31, 2011, compared to $95.7 million as of December 31, 2010, primarily due to cash
provided by new financing and operating activities partly offset by cash used in investing activities. Our working capital surplus was $68.9 million as of December 31, 2011,
compared to a $4.1 million working capital surplus as of December 31, 2010.

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $270.7 million for the year ended December 31, 2011. In determining net cash provided by operating activities for the
year ended December 31, 2011, net income was adjusted for the effects of certain non-cash items, including $162.5 million of depreciation and amortization, $17.8 million of
amortization and the write-off of deferred financing costs. Moreover for the year ended December 31, 2011, 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 $15.1 million, amortization of discontinued cash flow hedges of $9.8 million, amortization of below market value
acquired drilling contracts of $1.2 million and $4.3 million interest income on restricted cash. Net cash provided by operating activities was $221.8 million for the year ended
December 31, 2010.

Net Cash Used in Investing Activities

Net cash used in investing activities was $1.6 billion for the year ended December 31, 2011, compared to $1.4 billion for the year ended December 31, 2010. We made
shipyard payments and project capital expenditures of approximately $1.9 billion for the year ended December 31, 2011, compared to $711.9 million for advances for drillships
under construction and other capital expenditures for the year ended December 31, 2010. The decrease in restricted cash was $385.0 million during the year ended December 31,
2011, reflecting primarily repayment of the $300.0 million short-term credit facility that was classified as restricted cash as of December 31, 2010, compared to an increase of
$335.9 million in the corresponding period of 2010.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $1.4 billion for the year ended December 31, 2011, consisting of $2.4 billion in net proceeds from new long-term debt,
which was largely offset by repayments of credit facilities amounting to an aggregate of $926.7 million. This compares to net cash provided by financing activities of $1.08
billion for the year ended December 31, 2010, consisting mainly of stockholders contribution to fund investments of $540.3 million, net proceeds from the private offering of
$488.3 million, proceeds from bank debt of $308.2 million and the repayment of bank debt of $247.7 million.



60

Swap Agreements

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. 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, 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, 2010, we had outstanding 11 interest rate swap and cap and floor agreements, with a notional amount of $908.0 million, maturing from September
2011 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, 2010, eight of these agreements did not qualify for hedge accounting and, as such, changes in their fair values are included in the accompanying consolidated
statement of operations. As of December 31, 2010, three agreements qualified for and were designated for hedge accounting and, as such, changes in their fair values are
included in other comprehensive loss. The fair value of these agreements 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, 2011 and 2012, security deposits of $33,100 and $8,000, respectively were provided as security by the Company. The Company has deposited also
cash collateral of $6,000 that is classified as current restricted cash. These amounts are expected to be released upon the delivery of the Ocean Rig Mylos, the Ocean Rig Skyros
and the Ocean Rig Athena.

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

Currency Forward Sale Exchange Contracts

As of December 31, 2012 and December 31, 2011, 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.

As of December 31, 2010, we had currency forward sale exchange contracts for the future sales of U.S. Dollars at fixed rates of $28.0 million outstanding with a fair
market value of $1.5 million recorded in "Financial instruments" in our consolidated balance sheet. For the relevant period, we did not designate currency forward sale exchange
contracts as hedges under U.S. GAAP, and realized gains are included as General and administrative expenses and unrealized gains are 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

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.



61

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,
2012.


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.




(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 itsregistered 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 42634
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.


Year Ended
(U.S. Dollars in thousands) 2011 2012
Total revenue 333,889 313,479
EBITDA
(1)
238,073 34,160
Total assets 1,342,648 1,271,829
Total debt, net of financing fees (519,731 ) (781,001 )
Shareholders' equity (730,198 ) (337,086 )
Total cash and cash equivalents 41,669 62,429
Capital expenditures
(2)
(20,065 ) (27,908 )

62




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 and efficiency. 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.



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, 2012, 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 $-14.1million (or -5.6%),
$48.3million (or 19.2%) and $217.8million (or 86.4 %), respectively.

As of December 31, 2012, the net assets of the Group attributable to the Issuer, the Issuer Subsidiary Guarantors and the Non-guarantors were $ -858.2 million (or -
29.5%,) $1,195.3 million (or 41.1%) and $2,571.4 million (or 88.4%), respectively.

For the fiscal year ended December 31, 2012, 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 $58.5 million (or 23.2%) and $-10.2 million (or -4.1%), respectively; and the net assets of the
Group attributable to them as of that date were $596.2 million (or 20.5%) and $591.5 million (or 20.3%), respectively.



(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 and efficiency. 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 excluding items expensed for the Leiv Eiriksson and the Eirik Raude class surveys incurred during the fiscal
years ended December 31, 2011 and 2012, amounting to $15.3 million and $65.5 million, respectively.

Year Ended

(U.S. Dollars in thousands)
2011

2012

EBITDA reconciliation
Net income 132,904 (75,875 )
Interest and finance costs 42,888 36,588
Interest income (17,337 ) (6,137 )
Depreciation 75,212 73,322
Income taxes 4,406 6,262

EBITDA 238,073 34,160


63




(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 and efficiency.

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.

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

Not applicable.

D. Trend Information

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. As of February 2013, the market level is approximately $600,000. 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 and sixth generation units, and also include certain
older upgraded units. The in-service fleet as of February 2013 totaled 121 units, and is expected to grow to 206 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.

E. Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.


For the Year Ended December 31, 2012
(U.S. Dollars in thousands) Issuer
Issuer
Subs
Guarantor
Non-guarantors

Ocean Rig 1
Inc./
Leiv Eiriksson
Ocean Rig 2
Inc./
Eirik Raude
EBITDA reconciliation
Net income (48,535 ) (27,340 ) (56,461 ) 25,316 (51,212 )
Depreciation 109 73,213 151,157 34,697 37,073
Interest and finance costs 36,555 33 79,840 15 19
Interest income (2,256 ) (3,881 ) 5,583 (529 ) (3,352 )
Income Taxes 6,262 37,695 (989 ) 7,251

EBITDA
(1)
(14,127 ) 48,287 217,814 58,510 (10,221 )



64

F. Tabular disclosure of contractual obligations

The following table sets forth our contractual obligations and their maturity dates as of December 31, 2012:



____________________________





Recent Accounting Pronouncements:

There are no recent accounting pronouncements issued in 2012, whose adoption would have a material impact on the Company's consolidated financial statements in
the current year or that are expected to have a material impact on the Company's consolidated financial statements in future years.

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.



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) 1,566,876 1,179,776 387,100 - -
Retirement Plan Benefits (2) 2,955 93 270 401 2,191
Operating leases (3) 5,014 2,774 1,818 422 -
Loan payments (4) 2,907,500 176,667 353,333 2,020,000 357,500
Interest payments (5) 747,585 163,342 339,375 201,949 42,919

Total 5,229,930 1,522,652 1,081,896 2,222,772 402,610
(1) The figure includes contracted purchase obligations only.
(2) We have three defined benefit plans for our employees managed and funded through Norwegian life insurance companies at December 31, 2012. The pension plans
covered 44 employees by December 31, 2012. Pension liabilities and pension costs are calculated based on the actuarial cost method as determined by an independent
third party actuary.
(3) The Company has operating leases mostly relating to premises the most significant being its offices in Stavanger, Rio de Janeiro, Jersey and Aberdeen.
(4) Includes $500 million in aggregate principal amount of 9.5% senior unsecured notes and $800 million in aggregate principal amount of 6.5% senior secured notes.
(5) Based on assumed interest rates ranging from 4.14% to 9.5%.
Directors and executive officers of Ocean Rig UDW Inc.
(1)

Name Age Position
George Economou 60 Chairman of the Board, President, Chief Executive Officer and Class A Director
Michael Gregos 41 Class B Director
Trygve Arnesen 55 Class C Director
Savvas D. Georghiades 62 Class C Director
Prokopios (Akis) Tsirigakis 58 Class B Director
Anthony Kandylidis 35 Executive Vice President
Gilles Bocabarteille 45 Senior Vice President of Technical and Engineering
Mark Bessell
(2)
48 Senior Vice President of Operations
Principal officers of Ocean Rig UDW Inc.'s operating subsidiaries
(3)

Name Age Position
Jan Rune Steinsland
(4)
53 Chief Financial Officer

65

(1) Effective October 2, 2012, Pankaj Khanna resigned from his position as Chief Marketing Officer of Ocean Rig UDW Inc., which he had held since
January 1, 2012.

(2) Effective March 31, 2013, Mark Bessell will resign from his position as Senior Vice President of Operations of Ocean Rig UDW Inc.

(3) Effective October 2, 2012, Frank Tollefsen resigned from his position as Chief Operating Officer and Deputy Chief Executive Officer of Ocean Rig AS,
our wholly-owned subsidiary, which he had held since February 2011.

(4) Effective March 31, 2013, Jan Rune Steinsland will resign from his position as Chief Financial Officer of Ocean Rig AS, our wholly-owned subsidiary.

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 and a director and President of AllShips Inc. since 2010. 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.

Michael Gregos was appointed to our board of directors in December 2010. Since March 2009, Mr. Gregos has served as the Project Manager for Dynacom Tankers
Management Ltd., a position he also served in from 2001 to September 2007. From September 2007 to February 2009, Mr. Gregos was employed at OceanFreight Inc. and
served as the Chief Operating Officer of OceanFreight Inc. from January 2008 to February 2009. Prior to that period, he worked for a shipping concern based in Athens and New
York for five years and the Corporate Finance arm of a Greek bank for one year. He is a graduate of Queen Mary University in London and holds an M.Sc. in Shipping, Trade
and Finance from City University.

Trygve Arnesen was appointed to our board of directors in December 2010. Mr. Arnesen is a director for Aftermarket Eastern Region with FMC Technologies, a
position he has held since August 2010. Mr. Arnesen holds an M.Sc. in petroleum engineering and applied geophysics from the Norwegian University of Science and
Technology from 1980. He has worked in the drilling and oil service industry since 1982, and has held a broad range of positions with various companies including Wilhelmsen
(1982-1984), Morco&Ross (1984-1985), Norcem / Aker Drilling (1985-1989), Saga (1989), Transocean / Procon / Prosafe (1990-1992 and 1994-2005), Shell (1992-1994), and
Odfjell (2005-2006). From 2006 to 2008, Mr. Arnesen was the Chief Executive Officer of Ocean Rig ASA, our predecessor, and he worked as Chief Executive Officer for
Norwind from 2008 until 2010.

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.



66

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 the nephew of our Chairman,
President and Chief Executive Officer and the Chairman, President and Chief Executive Officer of DryShips, Mr. George Economou, and the son of a director of DryShips.


Gilles Bocabarteille joined our company in August 2012 as Senior Vice President Technical and Engineering and has served as our Senior Vice President Operations
and Technical since January 1, 2013. 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.

Mark Bessell has served as our Senior Vice President of Operations since April 2012. Mr. Bessell has 25 years of experience in oil and gas industry, holding various
positions in the drilling contracting business. Mr. Bessell has held a diverse number of leadership positions in the North Sea, Houston, Paris, West Africa, Far East and the
Mediterranean and Middle East regions. Prior to joining the Company, he spent 24 years with Transocean Ltd., where he served in various managerial roles, most recently as
Managing Director, Mediterranean Division from September 2009 to March 2012. Mr. Bessell is a graduate of Montana College of Mineral Science and Technology with a
B.Sc. in Petroleum Engineering.

Jan Rune Steinsland is the Chief Financial Officer of Ocean Rig AS and joined the Ocean Rig group of companies in 2006. Mr. Steinsland also serves on the board of
directors of 42 of the companies in the Ocean Rig group and is the President and a director of the Issuer. Mr. Steinsland has 17 years of experience from various positions in the
energy and drilling industry and eight years of experience in the finance and technology industries. From 2000 to 2006, Mr. Steinsland was Chief Financial Officer of the Oslo
Brs-listed Acta Holding ASA. From 1988 to 2000, Mr. Steinsland held several management positions in Esso Norge AS/Exxon Company International, including Financial
Analyst, Financial Reporting Manager, Vice President Accounting, Project Controller and Audit Advisor. Mr. Steinsland has a Master of Business Administration from the
University of St. Gallen Switzerland and is a Certified European Financial Analyst (AFA) from The Norwegian Society of Financial Analysts/Norwegian School of Economics
and Business Administration.

B. Compensation

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 million
in salary and bonus and $ 0.04 million in pension contribution and other benefits.



67
Our non-employee directors are each entitled to receive annual directors' fees of $20,000, 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 Ownership2012 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 2014 annual general meeting of shareholders, our two Class B directors, Messrs. Michael Gregos and
Prokopios (Akis) Tsirigakis, serve for a term expiring at the 2015 annual meeting of shareholders and our two Class C directors, Messrs. Trygve Arnesen and Savvas D.
Georghiades, serve for a term expiring at the 2013 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. Gregos, Arnesen 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. Gregos, Arnesen 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. Gregos, Arnesen and Tsirigakis serve as members of the compensation committee. Mr. Gregos 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. Gregos, Arnesen and Tsirigakis serve as members of the nominating and corporate governance
committee. Mr. Arnesen serves as Chairman of the nominating and corporate governance committee.

D. Employees

As of December 31, 2012, Ocean Rig UDW Inc. employed 10 individuals, including our Chief Executive Officer, Executive Vice President and Senior Vice President
of Operations. As of December 31, 2012, the total number of employees employed by our wholly-owned management subsidiaries was approximately 1,374, of which
approximately 244 were full-time crew engaged through third party crewing agencies. Of the total number of employees, approximately 144 were assigned to the Eirik Raude ,
approximately 154 were assigned to the Leiv Eiriksson , approximately 186 were assigned to the Ocean Rig Corcovado , approximately 205 were assigned to the Ocean Rig
Olympia , approximately 202 were assigned to the Ocean Rig Poseidon and approximately 182 were assigned to the Ocean Rig Mykonos . In addition, the newbuild drillship
project team, located in South Korea and Norway, employed 44 employees and 48 employees were employed in a resource pool, while the management and staff positions at the
Stavanger office consisted of 139 employees. Furthermore, there were 67 employees based at our Aberdeen, Rio de Janeiro and Jersey offices and 5 employees based in other
locations.



68

As of December 31, 2011, Ocean Rig UDW Inc. employed one individual, our Chief Executive Officer. As of December 31, 2011, our wholly-owned management
subsidiaries employed approximately 1,305 employees, including shore-based support teams in Turkey and Ghana, of which approximately 337 were full-time crew engaged
through third party crewing agencies. Of the total number of employees, approximately 162 were assigned to the Eirik Raude , approximately 139 were assigned to the Leiv
Eiriksson , approximately 202 were assigned to the Ocean Rig Corcovado , approximately 200 were assigned to the Ocean Rig Olympia , approximately 214 were assigned to
the Ocean Rig Poseidon and approximately 191 were assigned to the Ocean Rig Mykonos . In addition, the newbuild drillship project team, located in South Korea and Norway,
employed 70 employees, while the management and staff positions at the Stavanger office consisted of 110 employees. Furthermore, there were 12 employees based at our
Aberdeen office and five employees based in other locations.

As of December 31, 2010, our management subsidiaries employed approximately 564 employees, of which approximately 119 were full-time crew engaged through
third party crewing agencies. Of the total number of employees, approximately 160 were assigned to the Eirik Raude, approximately 143 were assigned to the Leiv Eiriksson ,
approximately 88 were assigned to the Ocean Rig Corcovado and 49 were assigned to the Ocean Rig Olympia. These numbers include shore-based support teams in Turkey and
Ghana. The newbuild drillship project team, located in Korea and Norway, employed 50 employees, while the management and staff positions at the Stavanger office consisted
of 59 employees. In addition, there were four employees based at the London office and two employees based in other locations.

The increase of employees from December 31, 2010 to December 31, 2011 and 2012 is primarily due to the general growth of our business .

We did not experience any material work stoppages due to labor disagreements during 2012, 2011 or 2010.

Employment Agreements

Effective June 1, 2012, we entered 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 be obligated to pay an annual remuneration to Basset of
Euro 0.9 million ($1.2 million based on the Euro/U.S. Dollar exchange rate as of December 31, 2012), 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, 2012, the Company incurred costs of $2.5 million, including a sign on bonus of Euro 1.5 million ($1.8 million based on the Euro/U.S. Dollar exchange rate at the
date that the transaction was recorded) related to this agreement.

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. 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.

Our wholly owned subsidiary, Ocean Rig ASA (which has since been reorganized into Drill Rigs Holdings), entered into an employment agreement, dated as of May
15, 2006, with Mr. Jan Rune Steinsland for his services as Chief Financial Officer, pursuant to which Mr. Steinsland receives a fixed annual salary and may receive a bonus
through the management bonus plan. The agreement continues until terminated by either party on six-months' notice. In addition, Mr. Steinsland is entitled to participation in our
pension scheme. As of December 1, 2008, Mr. Steinsland's employment contract was amended to transfer Mr. Steinsland's employment from Ocean Rig ASA to Ocean Rig AS
pursuant to the same terms and conditions described above.

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
TransactionsA. Major Shareholders."



69

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.



70

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

Our compensation committee has approved the award under the plan of 153,150 restricted common shares to our management and employees (including 77,150 shares
that were subsequently forfeited), of which 28,200 shares have been issued. The remaining 47,800 shares are expected to be issued in 2013 and all 76,000 shares vest ratably
over a period of three years. As of December 31, 2012, 2,500 of these shares are vested .

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 March 20, 2013, held by:




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 20, 2013, 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.



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


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.
Name and Address of Beneficial Owner
(1)


Number of
Shares Owned

Percent of Class
(2)


Executive Officers and Directors:
George Economou
(3)
5,393,289 4.1%
Michael Gregos - *
Trygve Arnesen - *
Savvas D. Georghiades - *
Prokopios (Akis) Tsirigakis - *
Anthony Kandylidis
(4)
1,684,512 1.3%
Gilles Bocabarteille - *
Mark Bessell - *
Jan Rune Steinsland - *
Executive Officers and Directors as a Group 7,112,466 5.4%
5% Beneficial Owners:





DryShips Inc.
(5)


78,301,755

59.4%


71







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 March 20, 2013, we had 57 shareholders of record, 37 of which were located in the United States and held an aggregate of 57,990,515 of our common shares,
representing 44.0% 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 57,989,290 shares of our common stock as of March 20, 2013. 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.


(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 131,725,128 common shares outstanding as of March 20, 2013.
(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 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 all of these shares through Skidrow Investments Limited, 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 74-76 V. Ipeirou Street, GR 15125 Amaroussion, Greece. In October 2012, DryShips
pledged 7,800,000 of these shares as additional collateral under certain of its credit facilities. The terms of the share pledge expire on June 30, 2013. In March 2013,
DryShips pledged 1,602,500 of these shares as additional collateral under certain of its credit facilities.

72

Related Party Agreements

Legal Services

Mr. Savvas D. Georghiades, a member of our board of directors, provides legal services to us and to our predecessor, Primelead Limited, through his law firm, Savvas
D. Georghiades, Law Office. For the years ended December 31, 2012, 2011 and 2010, we paid fees of 41,623, 47,390 and 94,235, respectively (or $55,005, $61,365 and
$124,880, respectively, based on the Euro/U.S. Dollar exchange rate at December 31, 2012, 2011 and 2010 respectively), for the legal services provided by Mr. Georghiades.

Loans and Guarantees

$562.5 million loan agreements, amended to $495.0 million (the Deutsche Bank credit facilities)

On July 18, 2010, DryShips, our parent company, entered into guarantees in connection with our Deutsche Bank credit facilities. The guarantees by DryShips covered
the initial equity contribution and each other equity contribution, the equity collateral, amounts to be paid into the debt service reserve account and each payment of the loan
balance. In addition, the guarantees by DryShips contained certain financial covenants measured on the DryShips financial accounts requiring the maintenance of (i) minimum
market adjusted equity ratio; (ii) minimum interest coverage ratio; (iii) minimum market value adjusted net worth of DryShips and its subsidiaries; and (iv) minimum amount of
free cash and cash equivalents.

On May 14, 2012, we signed amendments to the Deutsche Bank credit facilities to, among other things, remove the payment guarantee of DryShips, subject to
reinstatement as discussed below, and remove the financial covenants for DryShips and the cross-default provision relating to DryShips's outstanding indebtedness for its
drybulk carrier and tanker fleet. As a result of the amendments, a default by DryShips under one of its loan agreements for its drybulk carrier and tanker fleet will not result in a
cross-default under the Deutsche Bank credit facilities that would provide the lenders thereunder with the right to accelerate our outstanding debt. Under the terms of the
amended Deutsche Bank credit facilities, in the event of a breach by us of any of the financial covenants contained in our guarantees under the Deutsche Bank credit facilities,
the unconditional and irrevocable payment guarantees of DryShips will be reinstated, pursuant to which DryShips will be obligated to pay, upon demand by the lenders, any
amount outstanding under the loans upon a failure by us to pay such amount. In addition, DryShips will be required to indemnify the lenders in respect of any losses they incur in
respect of any amounts due under the loans that are not recoverable from DryShips under the guarantees and that we fail to pay. The amount payable by DryShips under the
guarantees will be limited to $214.0 million with respect to the facility for the Ocean Rig Poseidon and $255.0 million with respect to the facility for the Ocean Rig Mykonos , in
each case plus any other amounts that become payable in connection with the payment of such amount. The guarantees will not include any financial covenants applicable to
DryShips or cross-default provisions in relation to DryShips's indebtedness for its drybulk carrier and tanker fleet. See "Item 5. Operating and Financial Review and Prospects
B. Liquidity and Capital ResourcesOur Debt AgreementsExisting Debt AgreementsTwo $562.5 million loan agreements, amended to $495.0 million (the Deutsche Bank
credit facilities)."

$800.0 million senior secured term loan agreement

Our $800.0 million senior secured term loan agreement is guaranteed by us and, prior to May 9, 2012, was also guaranteed by DryShips. Under the loan agreement,
DryShips was required to maintain (i) minimum liquidity; (ii) a minimum interest coverage ratio; (iii) a minimum market adjusted equity ratio; and (iv) a minimum market value
adjusted net worth.

On May 9, 2012, we signed an amendment under our $800.0 million secured term loan agreement to, among other things, terminate the guarantee by DryShips and
remove the related covenants and remove the cross-acceleration provisions relating to DryShips's indebtedness for its drybulk carrier and tanker fleet and our indebtedness under
our other credit facilities. As a result of the amendment, a default by DryShips under one of its loan agreements for its drybulk carrier and tanker fleet or a default by us under
one of our other credit facilities and the acceleration of the related debt will not result in a cross-default under our $800.0 million secured term loan agreement that would
provide its lenders with the right to accelerate the outstanding debt under the loan agreement. See "Item 5. Operating and Financial Review and ProspectsB. Liquidity and
Capital ResourcesOur Debt AgreementsExisting Debt Agreements $800.0 million senior secured term loan agreement."

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.



73

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.

Consultancy Agreement

As of 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. During the years
ended December 31, 2012, 2011 and 2010, we recorded expenses of a total of approximately $10.8 million $5.2 million and $1.0 million, respectively, in fees from Vivid
Finance with respect our financing arrangements.

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.

Employment Agreements

See "Item 6. Directors, Senior Management and EmployeesD. EmployeesEmployment Agreements."



74

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.

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

Class Action Lawsuit

On October 13, 2011, a putative shareholder class action lawsuit entitled Litwin v. OceanFreight, Inc. et al. was filed in the United States District Court for the Southern
District of New York against OceanFreight, DryShips, the Company, Pelican Stockholdings Inc. and certain current and former directors of OceanFreight, or collectively, the
Defendants (Case No. 1:11-cv-7218). The complaint was then amended on October 14, 2011. The plaintiff alleged violations of certain provisions of the Exchange Act and the
regulations thereunder, as well as breaches of fiduciary duties owed to OceanFreight by its directors, purportedly aided and abetted by the other Defendants, in connection with
OceanFreight's agreement to merge with Pelican Stockholdings Inc., a wholly-owned subsidiary of the Company.

The amended complaint sought to rescind the agreement to merge and enjoin the merger discussed above, as well as an award of actual and punitive damages. The
plaintiff made a motion for a temporary restraining order and preliminary injunction to delay the OceanFreight merger, which motion was denied on November 2, 2011. The
plaintiff did not appeal the denial of her motion. On January 10, 2012, she voluntarily dismissed all her claims alleged in the amended complaint, with prejudice, as to all
Defendants, including the Company. The case is now closed.

Import/export Duties in Angola

The Leiv Eiriksson operated in Angola during the period from 2002 to 2007. Our manager in Angola during this period has made a legal claim in the London High
Court (Commercial Court) for reimbursement of import/export duties for two export/importation events from 2002 to 2007 retroactively levied by the Angolan government.
Agreement was reached between the parties to this claim for an amount of $6.1 million, which was paid by our relevant subsidiary to the claimant on May 24, 2012, in full and
final settlement of the London court proceedings.

Other Legal Proceedings

With the exception of the matters discussed above, we are not involved in any legal proceedings or disputes that we believe will have a significant effect on our
business, financial position, and results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. It
is expected that these claims would be covered by insurance if they involved liabilities such as those that arise from a collision, other marine casualty, damage to cargoes, oil
pollution, death or personal injuries to crew, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and
managerial resources.

Dividend Policy

Our long-term objective is to pay a regular dividend in support of our main objective to maximize shareholder returns. However, we have not paid any dividends in the
past and we are currently focused on the development of capital intensive projects in line with our growth strategy and this focus will limit any dividend payment in the medium
term. 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.



75

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 ProspectsB. Liquidity and Capital ResourcesOur 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 InformationE. Taxation" for additional information relating to the tax treatment of our dividend payments.

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, 2010 - - 99.00
(2)
103.00
(2)

December 31, 2011 $ 11.96
(3)
$ 16.00
(3)
72.00 125.00
December 31, 2012 $ 11.75 $ 18.17 73.00 102.00

For the Quarter Ended
March 31, 2011 - - 104.00 125.00
June 30, 2011 - - 99.00 118.00
September 30, 2011 - - 79.50 97.00
December 31, 2011 $ $11.96
(3)
$ 16.00
(3)
72.00 90.00
March 31, 2012 $ 11.75 $ 17.86 73.00 97.00
June 30, 2012 $ 13.04 $ 18.17 78.00 102.00
September 30, 2012 $ 13.59 $ 18.16 88.00 101.00
December 31, 2012 $ 14.69 $ 16.51 82.00 94.00
For the Month Ended
September 2012 $ 16.31 $ 18.16 92.50 101.00
October 2012 $ 15.18 $ 16.50 94.00 94.00
November 2012 $ 14.69 $ 16.51 -
(5)
-
(5)
December 2012 $ 14.72 $ 15.75 82.00 82.00
January 2013 $ 15.00 $ 17.47 -
(5)
-
(5)
February 2013 $ 17.57 $ 17.71 -
(5)
-
(5)
March 2013 $ 13.76 $ 15.73 -(5) -(5)

76

____________________






On November 2, 2011, the Board of Directors of Osl o Brs resolved to admit our common shares to listing on Oslo Brs or, alternatively, Oslo Axess, subject to our
compliance with certain customary listing requirements of the Oslo Brs. The Chief Executive Officer of Oslo Brs is authorized to decide whether the Company should be
listed on Oslo Brs 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
Oslo 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 InformationB. 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 131,725,128 common shares issued and outstanding.

C. Material Contracts

We refer you to "Item 5. Operating and Financial Review and Prospects B. Liquidity and Capital ResourcesCredit Facilities," "Item 7. Major Shareholders and
Related Party TransactionsB. 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.


(1) As reported in Norwegian Kroner. As of March 21, 2013, the U.S. Dollar/Norwegian Kroner exchange rate was $1.00/NOK5.840.
(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) Through March 20, 2013.
(5) There were no trades during this period.

77

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.



78

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 will be 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:



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.


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.

79

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 after 2010, 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:




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.


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.

80

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:



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:




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.


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.
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.

81

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, Korea, 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.



82

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, 2012, we had a total of 12 interest rate swap, cap and floor agreements, maturing from September 2013 through November 2017. As of December
31, 2011 we had a total of seven interest rate swap, cap and floor agreements, maturing from September 2013 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 ProspectsB. Liquidity and Capital
ResourcesSwap 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, 2012 by approximately
$29.1 million, based on our total outstanding debt level at December 31, 2012. A 1% increase in LIBOR, with all other variables held constant, would have increased our interest
expense for the year ended December 31, 2012 from $135.8 million to $164.9 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 drilling contracts with Petrobras Brazil for the Ocean Rig
Corcovado and the Ocean Rig Mykonos is, and a portion of our revenue under our drilling contract with Repsol for our seventh generation drillship scheduled to be delivered in
July 2013 will be, receivable in Brazilian Real. In addition, for the year ended December 31, 2012, we incurred approximately 61% 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, 2012, the net effect of a 10% adverse movement in U.S. dollar/ currencies other than the U.S. dollar exchange rates would have resulted in an
increase of $ 39.2 million in our loss before taxes for the year ended December 31, 2012.

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, 2012, we did not have any open foreign currency forward exchange contracts. See "Item 5. Operating and Financial Review and ProspectsB. Liquidity and
Capital ResourcesCurrency Forward Sale Exchange Contracts."



83

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.



84

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 Chief Executive Officer and the Chief Financial Officer of Ocean Rig AS, the Company's wholly-owned subsidiary, have 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, 2012. 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 the Chief Financial Officer of Ocean Rig AS, to allow for timely decisions regarding required
disclosures.

Based on this evaluation, the Company's Chief Executive Officer and the Chief Financial Officer of Ocean Rig AS concluded that, as of December 31, 2012, 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 Chief Financial Officer of
Ocean Rig AS 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:




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 Chief Financial Officer of Ocean Rig
AS, our wholly-owned subsidiary, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in " Internal
ControlIntegrated Framework " issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO, as of December 31, 2012.


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.

85

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, 2012, based on the framework established in "
Internal Control Integrated Framework " issued by the COSO. Based on the aforementioned assessment, management concluded that the Company's internal control over
financial reporting was effective as of December 31, 2012.

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, 2012, included in this annual report, has issued an attestation report on the Company's internal control over financial reporting.

(c) Attestation Report of the Registered Public Accounting Firm

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, 2012 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
EmployeesA. 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, 2 nd
Floor, Office 202, CY 1075, Nicosia, Cyprus. No substantive amendments were made to our code of ethics during the fiscal year ended December 31, 2012, 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, 2012.

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, 2012 and 2011. The fees billed are set forth as
follows:



2011 2012

(U.S. Dollars in thousands)



Audit fees $ 1,591 $ 751
Audit-related fees - -
Tax fees 75 179
All other fees - -

Total fees $ 1,666 $ 930

86

There were no audit-related or other fees billed in 2012 or 2011. 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

On December 6, 2011, we announced that our board of directors had approved a repurchase program for up to a total of $500.0 million of our common shares and 9.5%
senior unsecured notes due 2016. Our common shares and unsecured notes may be purchased under the program from time to time through December 31, 2013. Purchases
made by us will be made for cash in open market transactions at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the
program are determined by our management based on market conditions and other factors. We are not required to purchase any specific number or amount of common shares or
unsecured notes under the program and the program may be suspended without our having purchased any common shares or unsecured notes or reinstated at any time in our
discretion and without notice.

As of December 31, 2012, we had not purchased any common shares under the program described above.

In addition, 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:




Item 16H. Mine Safety Disclosure

Not applicable.


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.

87

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 firms 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-39, 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.

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.

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.

88



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.

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.

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.

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.

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.

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.

89





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.

90




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.

91




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.

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.

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.

92




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.

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.

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.

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.

4.39 Services Agreement, effective January 1, 2013, by and between Ocean Rig Management Inc. and Cardiff Drilling Inc.

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.

4.42 Consultancy Agreement, effective January 1, 2013, by and between Ocean Rig Management Inc. and Vivid Finance Limited.

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.

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.

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.

93





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

15.2 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, 2012, formatted
in Extensible Business Reporting Language (XBRL):

(1) Consolidated Balance Sheets as of December 31, 2011 and 2012;
(2) Consolidated Statements of Operations for the years ended December 31, 2010, 2011 and 2012;
(3) Consolidated Statements of Comprehensive Income for the years ended December 31, 2010, 2011 and 2012;
(4) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2010, 2011 and 2012;
(5) Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2011 and 2012; and
(6) Notes to Consolidated Financial Statements.


94


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.






Dated: March 21, 2013





OCEAN RIG UDW INC.



By: /s/ George Economou
Name: George Economou
Title: Chairman, President and
Chief Executive Officer


95



OCEAN RIG UDW INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS










Page


Report of Independent Registered Public Accounting Firm (Ernst & Young (Hellas) Certified Auditors Accountants S.A.) F-2
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (Ernst & Young (Hellas) Certified Auditors Accountants
S.A.) F-3
Report of Independent Registered Public Accounting Firm (Ernst & Young AS) F-4
Consolidated Balance Sheets as of December 31, 2011 and 2012 F-5
Consolidated Statements of Operations for the years ended December 31, 2010, 2011 and 2012 F-6
Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2010, 2011 and 2012 F-7
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2010, 2011 and 2012 F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2011 and 2012 F-9
Notes to Consolidated Financial Statements F-10

F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheets of Ocean Rig UDW Inc. as of December 31, 2012 and 2011, and the related consolidated statements of
operations, comprehensive income/(loss), stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2012. 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,
2012 and 2011, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2012, 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, 2012, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated March 21, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
March 21, 2013





F-2


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

We have audited Ocean Rig UDW Inc.'s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (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, 2012, 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, 2012 and 2011 and the related consolidated statements of operations, comprehensive income/(loss), stockholders' equity and cash flows for each of the
two years in the period ended December 31, 2012 of Ocean Rig UDW Inc. and the financial statement schedule listed in Item 18.1 and our report dated March 21, 2013
expressed an unqualified opinion thereon.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
March 21, 2013



F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated statements of operations, comprehensive income, stockholders' equity and cash flows of Ocean Rig UDW Inc. ("the Company")
for the year ended December 31, 2010. Our audit 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 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 the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's
internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,
we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of Ocean Rig UDW Inc.'s operations and its cash flows
for the year ended December 31, 2010, 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.

/s/ Ernst & Young AS
Stavanger, Norway
April 29, 2011 (except for the effects of the restatement discussed in the second paragraph of Note 2(d) to the consolidated financial statements and the financial statement
schedule listed in Item 18.1, as to which the date is March 13, 2012)





F-4

OCEAN RIG UDW INC.
Consolidated Balance Sheets
As of December 31, 2011 and 2012
(Expressed in thousands of U.S. Dollars - except for share and per share data)


The accompanying notes are an integral part of these consolidated financial statements.



December 31,
2011
December 31,
2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 250,878 $ 317,366
Restricted cash (Note 2) 57,060 37,321
Trade accounts receivable, net of allowance for doubtful receivables of $18,420 and $14,685. 123,223 148,808
Other current assets (Note 4) 65,248 93,639
Total current assets 496,409 597,134

FIXED ASSETS, NET:
Advances for drillships under construction (Note 5) 754,925 992,825
Drilling rigs, drillships, machinery and equipment, net (Note 6) 4,538,838 4,399,462
Total fixed assets, net 5,293,763 5,392,287

OTHER NON-CURRENT ASSETS:
Restricted cash (Note 2) 125,040 155,374
Financial instruments (Note 10) - 935
Intangible assets, net (Note 7) 9,062 7,619
Other non-current assets (Note 8) 91,081 71,765
Total non-current assets, net 225,183 235,693
Total assets $ 6,015,355 $ 6,225,114

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt (Note 9) $ 210,166 $ 169,780
Accounts payable and other current liabilities 37,305 69,827
Accrued liabilities 104,633 156,886
Deferred revenue 34,726 69,635
Financial instruments (Note 10) 40,727 39,537
Total current liabilities 427,557 505,665

NON-CURRENT LIABILITIES
Long term debt, net of current portion (Note 9) 2,525,599 2,683,630
Financial instruments (Note 10) 52,025 38,087
Deferred revenue 9,172 71,815
Pensions (Note 11) 2,546 4,057
Other non-current liabilities - 13,345
Total non-current liabilities 2,589,342 2,810,934

COMMITMENTS AND CONTINGENCIES (Note 17) - -

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2011 and 2012, nil issued and outstanding at
December 31, 2011and 2012, respectively - -
Common stock, $0,01par value; 1,000,000,000 shares authorized, at December 31, 2011 and 2012, 131,696,928 and 131,725,128
issued and outstanding at December 31, 2011 and 2012, respectively (Note 12) 1,317 1,317
Additional paid-in capital 3,469,924 3,489,018
Accumulated other comprehensive loss (Note 13) (51,126 ) (27,825 )
Accumulated deficit (421,659 ) (553,995 )
Total stockholders' equity 2,998,456 2,908,515
Total liabilities and stockholders' equity $ 6,015,355 $ 6,225,114

F-5

OCEAN RIG UDW INC.
Consolidated Statements of Operations
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of U.S. Dollars - except for share and per share data)


The accompanying notes are an integral part of these consolidated financial statements.



Year Ended December 31,


2010

2011

2012

REVENUES:
Leasing revenue $ 141,211 $ 112,118 $ -
Service revenue (including amortization of above market acquired drilling contracts), net 264,501 587,531 941,903
Total Revenues 405,712 699,649 941,903

EXPENSES:
Drilling rigs and drillships operating expenses 119,369 281,833 563,583
Depreciation and amortization 75,092 162,532 224,479
Loss on disposals 1,458 754 133
General and administrative expenses 20,566 46,718 83,647
Legal settlements and other, net (Note 17) - - 4,524
Operating income 189,227 207,812 65,537

OTHER INCOME / (EXPENSES):
Interest and finance costs (Note 14) (8,418 ) (63,752) (116,427)
Interest income 12,464 9,810 553
Loss on interest rate swaps (Note 10) (40,303) (33,455) (36,974)
Other, net 2,227 2,311 (1,068)
Total other income/(expenses), net (34,030 ) (85,086) (153,916)

INCOME / (LOSS) BEFORE INCOME TAXES 155,197 122,726 (88,379)
Income taxes (Note 15) (20,436 ) (27,428 ) (43,957)

NET INCOME / (LOSS) $ 134,761 $ 95,298 $ (132,336)

EARNINGS/ (LOSS) PER SHARE, BASIC AND DILUTED $ 1.30 $ 0.72 $ (1.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES, BASIC AND DILUTED (Note 12) 103,908,279 131,696,928 131,696,935

F-6

OCEAN RIG UDW INC.
Consolidated Statements of Comprehensive Income/(Loss)
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of U.S. Dollars - except for share and per share data)




2010 2011 2012

Net income / (Loss) $ 134,761 $ 95,298 $ (132,336)

Other Comprehensive income / (loss):
Unrealized interest rate swap gains/ (losses) (5,495) 3,272 -
Realized loss on cash flow hedges associated with capitalized interest (21,523) (3,272) -
Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations - 722 1,034
Reclassification of losses on previously designated cash flow hedges to Consolidated Statement of Operations,
net - 9,816 22,904
Actuarial gains/ (losses) 424 (942) (637)
Other Comprehensive income/ (loss) (26,594) 9,596 23,301

Total Comprehensive income / (loss) $ 108,167 $ 104,894 $ (109,035)


F-7

OCEAN RIG UDW INC.
Consolidated Statements of Stockholders' Equity
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of U.S. Dollars - except for share and per share data)



The accompanying notes are an integral part of these consolidated financial statements.



Common Stock
Additional
Paid-in


Accumulated
Other
Comprehensive

Accumulated


Total
Stockholders'

Shares Par Value Capital Loss Deficit Equity
BALANCE, December 31, 2009 103,125,500 $ 10 $ 2,386,953 $ (34,128 ) $ (651,718 ) $ 1,701,117
Net income - - - - 134,761 134,761
Other comprehensive loss - - - (26,594 ) - (26,594 )
Share dividend - 1,021 (1,021 ) - - -
Private placement 28,571,428 286 488,015 - - 488,301
Capital contribution from DryShips Inc - - 583,497 - - 583,497

BALANCE, December 31, 2010 131,696,928 1,317 3,457,444 (60,722 ) (516,957 ) 2,881,082
Net income - - - - 95,298 95,298
Other comprehensive income - - - 9,596 - 9,596
Capital contribution from DryShips Inc - - 12,480 - - 12,480
BALANCE, December 31, 2011 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

F-8


OCEAN RIG UDW INC.
Consolidated Statements of Cash Flows
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of U.S. Dollars except for share and per share data)



The accompanying notes are an integral part of these consolidated financial statements.



Years ended December 31,

2010 2011 2012
Cash Flows from Operating Activities:
Net income/loss $ 134,761 $ 95,298 $ (132,336)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 75,092 162,532 224,479
Loss from disposal of assets 1,458 754 133
Commitments fees on undrawn line of credit 6,375 - -
Amortization of deferred financing fees - 17,778 12,944
Net amortization of fair value of acquired drilling contracts 1,222 1,170 -
Amortization of cash flow hedge reserve (21,523) 9,816 22,904
Interest income on restricted cash related to drillships (6,205) (4,318 ) -
Change in fair value of derivatives 33,119 (15,114) (16,063)
Amortization of stock based compensation - - 613
Other non cash items - 12,817 16,961
Changes in operating assets and liabilities:
Trade accounts receivable 41,200 (98,937 ) (24,040)
Other current and non-current assets (4,863 ) (48,409 ) (56,938)
Deferred taxes 209 (209 ) -
Accounts payable and other current and non-current liabilities (9,390 ) 28,287 45,867
Pension liability 1,416 1,002 874
Accrued liabilities 5,022 59,002 52,253
Deferred revenue 1,805 3,693 97,552
Security deposits for derivatives (37,900 ) 45,500 33,100
Net Cash Provided by Operating Activities 221,798 270,662 278,303
Cash Flows from Investing Activities:
Advances for drillships under construction (705,022 ) (1,864,862 ) (212,185)
Down payment for drilling rigs under construction and other improvements (294,569 ) - -
Drillship options (99,024 ) - -
Drilling rigs, drillships machinery, equipment and other improvements (6,834 ) (78,480 ) (97,869)
Fixed assets disposal - 12 180
(Increase) / decrease in restricted cash (335,898 ) 385,011 (10,595)
Rig upgrades - (3,182 ) -
Net Cash Used in Investing Activities (1,441,347 ) (1,561,501 ) (320,469)
Cash Flows from Financing Activities:
Capital contribution by DryShips Inc 540,321 - -
Net proceeds from the issuance of common shares 488,301 - -
Proceeds from short/long-term credit facilities, terms loans and senior notes 308,250 2,420,476 800,000
Proceeds from intercompany loan - 175,500 -
Principal payments and repayments of short/long-term debt (247,717 ) (926,666 ) (671,667)
Repayment of intercompany loan - (175,500 ) -
Payment of financing costs, net (8,094 ) (47,800 ) (19,679)
Net Cash Provided by Financing Activities 1,081,061 1,446,010 108,654
Net (decrease) / increase in cash and cash equivalents (138,488 ) 155,171 66,488
Cash and cash equivalents at beginning of years 234,195 95,707 250,878
Cash and cash equivalents at end of years $ 95,707 $ 250,878 $ 317,366

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the years for:
Interest, net of amount capitalized 43,203 32,164 73,219
Income taxes 19,803 23,199 45,450

F-9
OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(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). In 2007, DryShips through its subsidiary, Primelead
Limited of Cyprus ("Primelead"), purchased approximately 30% of the shares in Ocean Rig ASA. In 2008, the remaining shares in Ocean Rig ASA were acquired and Ocean
Rig ASA was delisted from the Oslo Stock Exchange. Ocean Rig UDW acquired all of the outstanding shares of Primelead in December 2007 in a reverse acquisition transaction
under common control, which was accounted for as a pooling of interests. 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. On November 24, 2010, Ocean Rig UDW established an office and was registered with the Cyprus 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."

Certain prior period amounts have been reclassified to conform to the current year presentation including: a) the reclassification of part of deferred mobilization expenses and
deferred revenue from current assets and current liabilities to non-current assets and non-current liabilities, respectively b) the reclassification of foreign exchange gains/losses in
the Statement of operations from "General and administrative expenses" to "Other, net" and c) the reclassification of consultancy fees in the Statement of operations from
"Interest and finance costs" to "General and administrative expenses."

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, 2010, 2011 and 2012,
were as follows:



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:







Year ended December 31,



2010

2011

2012

Customer A 57 % 36 % -
Customer B 43 % 18 % 49 %
Customer C - - 18 %
Customer D - 33 % 12 %
Customer E - 13 % -
(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, 2012, the Company consolidated 100% 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, 2012, were $25,474 and $26,764 respectively, while total liabilities exceeded total assets by $1,290. 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 in consolidation. Where necessary, comparatives have been reclassified to conform to changes in
presentation in the current year.

F-10

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

2. Significant Accounting Policies-(continued):

(b) Intangible assets:

The Company's finite-lived acquired intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:


In accordance with guidance related to Accounting for the Impairment or Disposal of Long-Lived Assets, the Company evaluates the potential impairment of finite-lived
acquired intangible assets when there are indicators of impairment. The finite-lived intangibles are tested for impairment whenever events or changes in circumstances indicate
that the carrying amount of any asset may not be recoverable based on estimates of future undiscounted cash flows. In the event of impairment, the asset is written down to its
fair value. An impairment loss, if any, is measured as the amount by which the carrying amount of the asset exceeds its fair value. For finite-lived intangible assets, no
impairment was recognized during any periods presented.

(c) 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.

(d) 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".

In June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2011-05, "Comprehensive Income, Presentation of
Comprehensive Income (Topic 220)", which revises the manner in which entities present comprehensive income in their financial statements. The amendments in this ASU were
adopted by the Company in the December 31, 2011 consolidated financial statements and, as a result, the consolidated financial statements for the year ended December 31,
2010 were revised to include a separate statement of comprehensive income and to exclude the components of other comprehensive income from the statement of stockholders'
equity.

(e) 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.

(f) Restricted cash: Restricted cash may include (i) retention accounts which can only be used to fund the loan installments coming due; (ii) minimum liquidity collateral
requirements or minimum required cash deposits, as defined in the Company's loan agreements; (iii) taxes withheld from employees and deposited in designated bank accounts;
(iv) amounts pledged as collateral for bank guarantees to suppliers and (v) amounts pledged as collateral for credit facilities and swap agreements.

(g) Trade accounts receivable net: The amount shown as accounts receivable, trade, at each balance sheet date, includes receivables from customers for drilling rigs and
drillships, net of a 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.

(h) 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.



Intangible assets/liabilities Years
Tradenames 10
Software 10
Fair value of above market acquired drilling
contracts
Over remaining contract term
Fair value of below market acquired drilling
contracts
Over remaining contract term

F-11
OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

2. Significant Accounting Policies-(continued):

(h) Concentration of credit risk -(continued) :
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. The credit risk of the advances is, to a large extent, reduced through refund guarantees issued by banks. As of December 31, 2012, cumulative
installment payments made to Samsung amounted to approximately $879,387 for the four units under construction. These installment payments are, to a large extent, secured
with irrevocable letters of guarantee, covering pre-delivery installments if the contract is rescinded in accordance with the terms of the contract. The irrevocable letters of
guarantee are issued by financial institutions.

(i) Advances for drillships under construction: 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, capitalized interest, 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.

(j) Capitalized interest: Interest expense is capitalized during the construction period of 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, 2010, 2011 and 2012, amounted to $35,780, $57,761 and $44,951, respectively (Note 14).

(k) 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.

(l) 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.

(m) 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 million and $50 million, respectively.




F-12


OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

(ii) IT and office equipment are recorded at cost and are depreciated on a straight-line basis over 5 years.

2. Significant Accounting Policies-(continued):

(n) Fair value of above/below market acquired drilling contracts: In a business combination, the Company identifies assets acquired or liabilities assumed and records all such
identified assets or liabilities at fair value. Fair value is determined by reference to market data. Favorable or unfavorable drilling contracts exist when there is a difference
between the contracted dayrate and the dayrates prevailing at the acquisition date. The amount to be recorded as an asset or liability at the acquisition date is based on the
difference between the then-current fair values of a contract with similar characteristics as the contract assumed and the net present value of future contractual cash flows from
the drilling contract assumed. When the present value of the contract assumed is greater than the then-current fair value of such contract, the difference is recorded as "Fair value
of above market acquired drilling contracts" When the opposite situation occurs, the difference is recorded as "Fair value of below-market acquired drilling contracts". Such
assets and liabilities are amortized as a reduction of or an increase in revenue over the period of the drilling contracts assumed.

(o) Impairment of long-lived assets: The Company reviews 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, 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
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 rig/drillship and compares them to the 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 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. The
Company's analysis for the year ended December 31, 2012, which also involved sensitivity tests on the drilling rates and fleet utilization (being the most sensitive inputs to
variances), allowing for variances ranging from 97.5% to 92.5%, indicated no impairment on any of its drilling rigs or drillships. 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 2010, 2011 and 2012.

(p) 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."

(q) 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. Amortization and write offs for each of the years ended
December 31, 2010, 2011 and 2012, amounted to $5,078, $17,778 and $12,944, respectively (Note 14).




F-13
OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


2. Significant Accounting Policies-(continued):

(r) 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, or the customer assumes control of physical use of the asset 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 statement of operations.

(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 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.

(s) Earnings per common share: Basic earnings 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.

(t) Segment reporting: The Company has determined that it operates in one reportable segment, the offshore drilling operations.

(u) Financial instruments : The Company designates its derivatives based upon guidance on 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.





F-14
OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

2. Significant Accounting Policies-(continued):

(u) Financial instruments - continued :

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 in
exchange. 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 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.

(v) 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 entity's own data. Under the standard, fair value measurements are separately disclosed by level within
the fair value hierarchy (Note 10).

(w) 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.

(x) Pensions: The Company has eight retirement plans, of which five are managed and funded through Norwegian life insurance companies and three through international life
insurance companies. The projected benefit obligations are calculated based on the projected unit credit method and compared with the fair value of pension assets.

Because a significant portion of the pension liability will not be paid until well into the future, numerous assumptions have to be made when estimating the pension liability at
the balance sheet date. The assumptions may be split into two categories; actuarial assumptions and financial assumptions. The actuarial assumptions are unbiased, mutually
compatible and represent the Company's best estimates of the variables. The financial assumptions are based on market expectations at the balance sheet date, for the period over
which the obligations are to be settled. Due to the long-term nature of the pension obligations, they are discounted to present value.







F-15
OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


2. Significant Accounting Policies-(continued):

(x) Pension and retirement benefit obligation - continued: The funded status or net amount of the projected benefit obligation and pension asset (net pension liability or net
pension asset) of each of its defined benefit plans, is recorded in the balance sheet under the caption "Pensions" with an offsetting amount in "Accumulated other comprehensive
income/(loss)" for any amounts of actuary gains of losses or prior service cost that has not been amortized to income. Net pension costs (benefit earned during the period
including interest on the projected benefit obligation, less estimated return on pension assets and amortization of accumulated changes in estimates) are included in "General and
administrative expenses" and "Drilling rigs and drillships operating expenses". Actuarial gains and losses are recognized as income or expense when the net cumulative
unrecognized actuarial gains and losses for each individual plan at the end of the previous reporting year exceed 10% of the higher of the present value of the defined benefit
obligation and the fair value of plan assets at that date. These gains and losses are recognized over the expected average remaining working lives of the employees participating
in the plans.

(y) 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.

(z) 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 12).

(aa) Recent accounting pronouncements: There are no recent accounting pronouncements issued in 2012, whose adoption would have a material impact on the Company's
consolidated financial statements in the current year or are expected to have a material impact on future years.




F-16

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

3. Transactions with Related Parties:

Drillship Management Agreements with Cardiff Marine Inc. ("Cardiff"): Cardiff engages primarily in the management of ocean-going vessels, including but not limited to
vessels owned by DryShips. Cardiff is beneficially majority-owned by the Chairman and Chief Executive Officer of Ocean Rig UDW and DryShips, Mr. George Economou. As
the Company's Chairman and Chief Executive Officer and principal shareholder of DryShips, with a 14.4% shareholding, George Economou has the ability to exert influence
over the operations of the Company. Effective December 21, 2010, the Company terminated its management agreements with Cardiff pursuant to which Cardiff provided
supervisory services in connection with the construction of the drillships Ocean Rig Corcovado and Ocean Rig Olympia . The Company had paid Cardiff a management fee of
$40 per month per drillship for Ocean Rig Corcovado and Ocean Rig Olympia . The management agreements also provided for: (i) a chartering commission of 1.25% on
revenue earned; (ii) a commission of 1% on the shipyard payments or purchase price paid for drillships; (iii) a commission of 1% on loan financing or refinancing; and (iv) a
commission of 2% on insurance premiums. These agreements were replaced by the agreement with Vivid Finance Limited, Global Services Agreement and New Global
Services Agreement discussed below. During the years ended December 31, 2010 and 2011, total charges from Cardiff under the management agreements amounted to $4.0
million and $5.8 million, respectively. All incurred costs from management service agreements are directly attributable to the construction of the drillships and are capitalized as
a component of "Advances for drillships under construction."

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. For the year ended December 31, 2011, the Company incurred a cost of $7,251 related to the Global Services Agreement of which $2,357 is related to
employment arrangements and $4,894 to sale and purchase activities. For the year ended December 31, 2012, the Company incurred a cost of $7,153 related to Global Services
Agreement of which $6,193 is related to employment arrangements and $960 is related to sale and purchase activities. The Company did not pay for services provided in
accordance with this agreement since equal equity contributions were made by DryShips. 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" 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 Oil
& Gas Management (to be renamed Cardiff Drilling Inc.) ("Cardiff Drilling"), 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.





F-17

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


3. Transactions with Related Parties-(continued):

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; (ii) at any time by the mutual agreement
of the parties; and (iii) by DryShips after providing written notice to Vivid at least 30 days prior to the actual termination date. 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"). During the years ended December 31, 2010, 2011 and 2012, total charges from Vivid
under the agreement amounted to $1.0 million, $5.2 million and $10.8 million, respectively.

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 Ocean Rig UDW 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 Anthony Kandylidis in his capacity as Executive Vice-President
of Ocean Rig UDW. The annual remuneration to be awarded to Basset under the consultancy agreement is Euro 0.9 million ($1.2 million based on the Euro/U.S. Dollar
exchange rate as of December 31, 2012). For the year ended December 31, 2012, the Company incurred costs of $2.5 million, including a sign on bonus of Euro 1.5 million
($1.8 million based on the Euro/U.S. Dollar exchange rate at the date that the transaction was recorded) related to this agreement.

Private offering
A company controlled by DryShips' Chairman, President and Chief Executive Officer, Mr. George Economou, purchased 2,869,428 common shares, or 2.38% of the Company's
outstanding common shares, in the private offering that was completed on December 21, 2010. The offering price was $17.50 per share. The price per share paid was the same as
that paid by other investors taking part in the private offering.

In April 2012, companies affiliated with the Company`s Chairman and Chief Executive Officer, 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.

Novation of drillship options agreement from DryShips
On November 22, 2010, DryShips entered into an option contract with Samsung for the construction of up to four ultra-deepwater drillships. The new orders were "sister-ships"
to the Ocean Rig Corcovado , Ocean Rig Olympia, Ocean Rig Poseidon and Ocean Rig Mykonos and had the same specifications as the Ocean Rig Poseidon . Each of the four
options to build a drillship were to be exercised on or prior to November 22, 2011, with drillships deliveries ranging from 2013 until 2014 depending on when the options were
exercised (Note 8). The agreement included a non-refundable slot reservation fee of $24.8 million per drillship, which was paid by DryShips, and was applied towards the
drillship contract price upon options exercise. This agreement was novated to the Company by DryShips on December 30, 2010, at a cost of $99.0 million.






F-18
OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


3. Transactions with Related Parties-(continued):

Intercompany loan
During March and April 2011, the Company borrowed an aggregate of $175.5 million, without interest, from DryShips through shareholder loans for capital expenditures and
general corporate purposes. On April 20, 2011, these intercompany loans were repaid.

Legal Services
Mr. Savvas D. Georghiades, a member of the Company's board of directors, provides legal services to the Company and to its predecessor, Primelead Limited through his law
firm, Savvas D. Georghiades, Law Office. In the years ended December 31, 2010, 2011 and 2012, the Company and Primelead Limited expensed and paid fees amounting to,
Euro 94,235 ($125 based on the Euro/U.S. Dollar exchange rate at December 31, 2010), Euro 47,390 ($61 based on the Euro/U.S. Dollar exchange rate at December 31, 2011)
and Euro 41,623 ($55 based on the Euro/U.S. Dollar exchange rate at December 31, 2012), respectively for the legal services provided by Mr. Georghiades. No balance due to
Mr. Savvas D. Georghiades existed as of December 31, 2011 and 2012.

4. Other Current Assets

The amount of other current assets shown in the accompanying consolidated balance sheets is analyzed as follows:


5. Advances for drillships under construction:

The amounts shown in the accompanying consolidated balance sheets include milestone payments under the shipbuilding 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, 2011 and 2012, the movement of the advances for drillships under construction and acquisitions was as follows:


On January 3, March 30, July 28 and September 30, 2011, the Company took delivery of its newbuilding drillships, Ocean Rig Corcovado , Ocean Rig Olympia, Ocean Rig
Poseidon and Ocean Rig Mykonos , respectively.

On April 18, 2011, April, 27, 2011, June 23, 2011 and September 20, 2012, pursuant to the option contract with Samsung (Note 8), Ocean Rig UDW exercised four of its six
newbuilding drillship options, and entered into shipbuilding contracts for four seventh generation ultra-deepwater drillships, namely Ocean Rig Mylos, Ocean Rig Skyros, Ocean
Rig Athena , and Ocean Rig Apollo for a total contractual cost of approximately $608,000, per drillship for the initial three, and $622,756 for the fourth one. To date, the
Company has paid $879,387 to the shipyard in connection with the exercise of these options. Delivery of these hulls is scheduled for July 2013, October 2013, November 2013
and January 2015, respectively.




December 31,
2011 2012
Inventories $ 10,706 $ 13,727
Deferred mobilization expenses 38,052 46,407
Prepayments and advances 11,521 14,789
Swap cash collateral - 8,000
Other 4,969 10,716
$ 65,248 $ 93,639
December 31,
2011 2012
Balance at beginning of year $ 1,888,490 $ 754,925
Advances for drillships under construction and related costs 2,238,591 237,900
Drillships delivered (3,372,156 ) -
Balance at end of year $ 754,925 $ 992,825

F-19


OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

6. Drilling rigs, drillships, machinery and equipment, net:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:




As of December 31, 2011 and 2012, 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 bank loans discussed in Note 9.

7. Intangible Assets:

The Company's identified finite-lived intangible assets associated with trade names and software are being amortized over their useful lives. Trade names and software are
included in "Intangible assets, net" in the accompanying consolidated balance sheets net of accumulated amortization.






Cost
Accumulated
Depreciation
Net Book
Value
Balance December 31, 2010 1,440,117 (190,784 ) 1,249,333
Additions 78,480 - 78,480
Transfer from drillships under construction 3,372,156 - 3,372,156
Disposals (1,147 ) 381 (766 )
Depreciation - (160,365 ) (160,365 )
Balance December 31, 2011 $ 4,889,606 $ (350,768 ) $ 4,538,838
Additions 82,939 - 82,939
Disposals (4,148 ) 3,835 (313 )
Depreciation - (222,002 ) (222,002 )
Balance December 31, 2012 $ 4,968,397 (568,935 ) 4,399,462






Amortization Schedule

Balance as of
December
31, 2011
Amortization
for the year
ended
December
31, 2012
Balance as of
December
31, 2012 2013 2014 2015 2016
2017 and
thereafter
Trade names $ 5,512 $ 877 $ 4,635 $ 877 $ 877 $ 877 $ 877 $ 1,127
Software 3,550 566 2,984 566 566 566 566 720
Total intangible Assets, net 9,062 $ 1,443 $ 7,619 $ 1,443 $ 1,443 $ 1,443 $ 1,443 $ 1,847


F-20

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

8. Other non-current assets

The amount of other non-current assets shown in the accompanying consolidated balance sheets is analyzed as follows:



As of December 31, 2011, security deposits of $33,100 for Ocean Rig Mykonos , were recorded as "Other non-current assets" in the accompanying consolidated balance sheet.
These deposits were required by the counterparties for the Company's interest rate swap agreements. These security deposits were released during the second quarter of 2012
following the commencement of operations of the Ocean Rig Mykonos.

On November 22, 2010, DryShips, entered into an option contract with Samsung for the construction of up to four ultra-deepwater drillships, which will be "sister-ships" to the
Ocean Rig Corcovado, Ocean Rig Olympia, Ocean Rig Poseidon and the Ocean Rig Mykonos , with certain upgrades to vessel design and specifications. The option agreement
required DryShips to pay a non-refundable slot reservation fee of $24,756 per drillship, with such fee to be applied towards the drillship contract price if the options are
exercised. The option agreement was novated by DryShips to the Company on December 30, 2010. During 2011, the Company exercised three of the above options and as a
result, the slot reservation fee for the three options exercised amounting to $74,268 was transferred to "Advances for drillships under construction". On May 16, 2011, the
Company entered into an addendum to the option contract for the construction of up to two additional drillships with the same contract terms, conditions and specifications as the
four optional drillships under the original agreement. On September 20, 2012, the Company exercised an option and as a result the remainder slot reservation amounting to
$24,756 was transferred from "Other non-current assets" to "Advances for drillships under construction". As at December 31, 2012, the Company has extended the date by
which it must exercise the remaining options under the contract to March 31, 2013. Drillship deliveries of the two remaining optional drillships, if exercised, are at the
reasonable discretion of Samsung, with the earliest available date based on Samsung's construction schedule.



December 31,
2011 2012

Security deposits for derivatives $ 33,100 $ -
Option for construction of drillships (Note 5) 24,756 -
Deferred mobilization expenses 24,176 53,615
Other 9,049 18,150
Total $ 91,081 $ 71,765

F-21

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

9. Long-term Debt:




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 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 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 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. The contractual semi-annual coupon interest rate is 9.5% per
year.

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, 2012 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 in 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.

Term Bank Loans/ Credit Facilities

The bank loans are payable in U.S. Dollars in quarterly and semi-annual installments with balloon payments due at maturity between April 2016 and December 2020. Interest
rates on the outstanding loans as at December 31, 2012, are based on LIBOR plus a margin, except for an amount of $458,333 from the credit facilities which is based on a fixed
rate.




December
31, 2011
December
31, 2012
Term loans/Credit facilities $ 2,279,167 $ 1,607,500
9.5% Senior Unsecured Notes 500,000 500,000
6.5% Senior Secured Notes - 800,000
Less: Deferred financing costs (43,402) (54,090)
Total debt 2,735,765 2,853,410
Less: Current portion (210,166) (169,780)


Long-term portion $ 2,525,599 $ 2,683,630

F-22

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


9. Long-term Debt - (continued):

On May 9, 2012, the Company, through its wholly owned subsidiary Drillships Holdings Inc., signed an amendment under its $800,000 secured term loan agreement with
Nordea Finland Plc. to, among other things, terminate the guarantee by DryShips and remove the related covenants and cross-acceleration provisions relating to DryShips'
indebtedness and the Company's indebtedness under its other credit facilities. As a result of the amendment, a default by DryShips under one of its loan agreements or a default
by the Company under one of its other credit facilities and the acceleration of the related debt will not result in a cross-default under the Company's $800,000 secured term loan
agreement that would provide the Company's lenders with the right to accelerate the outstanding debt under the loan agreement. In addition, under the terms of the loan
agreement, as amended, (i) the Company is permitted to buy back its own common shares; (ii) Drillships Holdings Inc., is able to pay dividends to Ocean Rig UDW as its
shareholder; and (iii) the Company is permitted to pay dividends or make any other distributions to its shareholders up to 50% of its net income, provided it maintains minimum
liquidity in an aggregate amount of not less than $200,000 in cash and cash equivalents and restricted cash in the previous year from the date of the dividend, distribution or buy
back of share capital and provide evidence to the lenders through cash flow forecasts that it will maintain such level for the next 12 months. The amendment also provides for a
reduction in the amount of minimum free cash required to be maintained by Drillships Holdings Inc. from $75,000 to $50,000. Under the original and the amended agreements,
the Company is also required to maintain minimum free cash of $100,000.

On May 14, 2012, the Company signed amendments to its two $495,000 credit facilities with Deutsche Bank Luxembourg SA. as agent (the "Deutsche Bank Credit Facilities")
to, among other things, remove the payment guarantee of DryShips, subject to reinstatement as discussed below and remove the financial covenants for DryShips and the cross-
default provision relating to DryShips' outstanding indebtedness. As a result of the amendments, a default by DryShips under one of its loan agreements will not result in a cross-
default under the Deutsche Bank Credit Facilities that would provide the lenders thereunder with the right to accelerate the Company's outstanding debt. In addition, the
amendments removed the automatic prepayment mechanism under the facilities. The Company is also required to increase its debt service reserve account by $57,000 beginning
September 2014. Furthermore, under the amended Deutsche Bank Credit Facilities, the Company is permitted to pay dividends, make distributions and effect redemptions or
returns of share capital up to 50% of net income, provided it maintains minimum liquidity in an aggregate amount of not less than $200,000 in cash and cash equivalents and
restricted cash evidenced through cash flow forecasts for the next 12 months following the date of the dividend, distribution or redemption or return of share capital. Under the
terms of the amended Deutsche Bank Credit Facilities, in the event of a breach by the Company of the financial covenants, the unconditional and irrevocable payment guarantees
of DryShips will be reinstated; pursuant to which DryShips will be obligated to pay, upon demand by the lenders, any amount outstanding under the loans upon a failure by the
Company to pay such amount. In addition, DryShips will be required to indemnify the lenders in respect of any losses they incur in respect of any amounts due under the loans
that are not recoverable from DryShips under the guarantees and that the Company fails to pay. The amount payable by DryShips under the guarantees will be limited to
$214,000 with respect to the facility for the Ocean Rig Poseidon and $225,000 with respect to the facility for the Ocean Rig Mykonos , in each case plus any other amounts that
become payable in connection with the payment of such amount. The guarantees do not include any financial covenants applicable to DryShips or cross-default provisions in
relation to DryShips' indebtedness for its drybulk carrier and tanker fleet.

On May 18, 2012, the Company signed an amendment under its $1,040,000 credit facility with DNB Bank ASA as agent, to amend the facility to among other things, replace the
cross-acceleration clause relating to DryShips' indebtedness with cross-acceleration clause to the Company's indebtedness under its other credit facilities. In September 2012 ,
the outstanding balance of the loan has been fully repaid from the proceeds of the offering of Drill Rigs Senior Notes, as discussed above.

The outstanding bank loans are secured by among other things, a first priority mortgage over the Company's operating drillships and drill rigs, corporate guarantee, and a first
assignment of all freights, earnings, insurances and requisition compensation. The loan agreements contain covenants, minimum liquidity requirements, maintaining working
capital above certain level and restrictions, without the bank's prior consent, as to pay dividends, changes in management and ownership of the vessels, additional indebtedness
and mortgaging of vessels, change in the general nature of the Company's business, and maintaining an established place of business in the United States or the United Kingdom.

Total interest and debt amortization cost incurred on long-term debt for the years ended December 31, 2010, 2011 and 2012, amounted to $35,827, $105,283 and $148,763,
respectively, of which $35,780, $57,761 and $44,951 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.




F-23

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

9. Long-term Debt - (continued):

The Company's weighted average interest rates on the above bank loans and notes were 4.5%, 4.2% and 4.9%, as of December 31, 2010, 2011, and 2012, respectively.

Loan movements for the Company's Senior Unsecured Notes, Drill Rigs Senior Notes, credit facilities and term bank loans throughout 2012, is as follows:






The annual principal payments required to be made after December 31, 2012, including balloon payments, totaling $2,907,500 due through December 2020, are as follows:









Loan

Loan Agreement Date

Original
Amount

December 31,
2011

New
Loans

Repayments

December 31,
2012



Term Bank Loan April 18, 2011 $ 800,000 $ 766,667 $ - $ (66,667) $ 700,000

Credit Facility September 17, 2008 1,040,000 522,500 - (522,500) -

Credit Facility July 18, 2008 1,125,000 990,000 - (82,500) 907,500

Senior Unsecured Notes April 27, 2011 500,000 500,000 - - 500,000

Drill Rigs Senior Notes September 20, 2012 $ 800,000 - 800,000 - 800,000











$ 2,779,167

$ 800,000

$ (671,667)

$ 2,907,500


2013 $ 176,667
2014 176,667
2015 176,666
2016 1,110,000
2017 910,000
2018 and thereafter 357,500
Total principal payments 2,907,500
Less: Financing fees (54,090 )
Total debt $ 2,853,410

F-24

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

10. 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. 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.

10.1 Interest rate swaps and cap and floor agreements: As of December 31, 2010, the Company had outstanding eleven interest rate swap and cap and floor
agreements, with a notional amount of $908 million, maturing from September 2011 through November 2017. As of December 31, 2011, the Company had outstanding
seven interest rate swap and cap and floor agreements, with a notional amount of $989 million maturing from September 2013 through November 2017. As of
December 31, 2012, the Company had outstanding twelve interest rate swap and cap and floor agreements, with a notional amount of $2,735 million, maturing from
September 2013 through November 2017.

As of December 31, 2010, eight of these agreements did not qualify for hedge accounting and, as such, changes in their fair values are included in the accompanying
consolidated statement of operations while three agreements did qualify for hedge accounting and, as such, changes in their fair values were included in other
comprehensive income/(loss). Effective January 1, 2011, the Company removed the designation of the cash flow hedges and discontinued hedge accounting for the
associated interest rate swaps. As a result, as of December 31, 2011 and 2012, these agreements do not qualify for hedge accounting and, as such, changes in their fair
values are included in the accompanying consolidated statement 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. As a result, during the year ended December 31,
2011, an amount of $9,816 was reclassified into the consolidated statement of operations. 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.







F-25

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


10.1 Interest rate swaps and cap and floor agreements (continued):

Apart from the unrealized loss discussed above, as of December 31, 2010, "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 year ended December 31, 2011,
and following the delivery of four drillships discussed in Note 5, an amount of $722 was reclassified into the statement of operations while an amount of $3,272 was reclassified
from other component of "Accumulated Other Comprehensive Loss " since this amount is associated with interest expense that was capitalized under "Advances for drillships
under construction". During the year ended December 31, 2012, an amount of $1,034 was reclassified into the statement of operations. The estimated amount in other
comprehensive income/(loss) of cash flow hedge losses at December 31, 2012, that will be reclassified into earnings within the next twelve months, is $1,034.

As of December 31, 2011 and 2012, security deposits of $33,100 and $8,000, respectively were provided as security by the Company. The Company has deposited also cash
collateral of $6,000 that is classified as current restricted cash. These amounts are expected to be released upon the delivery of Ocean Rig Mylos, Ocean Rig Skyros and Ocean
Rig Athena (Note 5)

10.2 Foreign currency forward contracts: As of December 31, 2010, the Company had outstanding twelve forward contracts to sell $28 million for NOK 174 million. As of
December 31, 2011 and 2012, the Company had no outstanding forward contracts. The change in the fair value of such agreements for the years ended December 31, 2010 and
2011, amounted to a gain of $1,104 and a loss of $1,538 respectively, and is reflected under "Other, net" in the accompanying consolidated statement of operations.


Tabular disclosure of financial instruments is as follows:

Fair Values of Derivative Instruments in the Statements of Financial Position:



The effect of Derivative Instruments on the Statements of Stockholders' Equity:







Derivatives not designated
as Hedging Instruments Balance Sheet Location
December 31,
2011
Fair value
December 31,
2012
Fair value
Interest rate swaps Financial Instruments non-current assets 935
Interest rate swaps Financial Instruments current liabilities (40,727 ) (39,537 )
Interest rate swaps Financial Instruments non-current liabilities (52,025 ) (38,087 )
Total derivatives $ (92,752 ) $ (76,689 )

Amount of Gain/(Loss) Recognized in Other
Comprehensive Oncome/(loss) on Derivative
(Effective Portion)
Derivatives Designated for Cash Flow Hedging Relationships
Year ended
December 31,
2010
Year ended
December 31,
2011
Year ended
December 31,
2012
Interest rate swaps $ (27,018) - $ -

Total $ (27,018) - $ -


F-26

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


10. Financial Instruments and Fair Value Measurements-(continued) :

No portion of the cash flow hedges shown above was ineffective during 2010.

During the years ended December 31, 2010, 2011 and 2012, the losses transferred from other comprehensive income/(loss) to the statement of operations were nil, $10,538 and
$23,938, respectively.

The effect of Derivative Instruments on the Consolidated Statement of Operations:



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 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 and the Drill Rigs Senior Notes 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 fair value of the
outstanding balance of the Deutsche Bank credit facilities which have a fixed rate, is estimated through Level 2 inputs of the fair value hierarchy by discounting future cash
flows using rates currently available for debt with similar terms, credit risk and remaining maturities. The estimated fair value of the above Senior Unsecured Notes, Drill Rigs
Senior Notes and loans at December 31, 2012, is approximately $519,065, $798,000 and $511,453, respectively compared to a carrying value net of finance fees of $491,704,
$781,001 and $450,433, 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.








Amount of Gain/(Loss)
Derivatives not designated as hedging instruments
Location of Gain or (Loss)
Recognized
Year ended
December 31,
2010
Year ended
December 31,
2011
Year ended
December 31,
2012
Foreign currency forward contracts Other, net $ 1,104 (1,538) $ -
Interest rate swaps Loss on interest rate swaps (40,303) (33,455) (36,974)

Total $ (39,199) (34,993) $ (36,974)

F-27

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


10. Financial Instruments and Fair Value Measurements-(continued) :

The following table summarizes the valuation of assets and liabilities measured at fair value on a recurring basis as of the valuation date.



11. Pensions:

Pensions in the accompanying consolidated balance sheets are analyzed as follows:


As of December 31, 2012, the Company had three pension benefit plans, out of a total of eight defined benefit and contribution plans, for 44 onshore employees managed and
funded through Norwegian life insurance companies. The pension scheme is in compliance with the Norwegian law on required occupational pension.

The Company uses a January 1 measurement date for net periodic pension cost and a December 31 measurement date for benefit obligations and plan assets.

For defined benefit pension plans, the benefit obligation is the projected benefit obligation, the actuarial present value, as of the Company's December 31 measurement date, of
all benefits attributed by the pension benefit formula to employee service rendered to that date. The amount for benefit to be paid depends on a number of future events
incorporated into the pension benefit formula, including estimates of the average life of employees/survivors and average years of service rendered. It is measured based on
assumptions concerning future interest rates and future employee compensation levels.

The following table presents the change in the projected benefit obligation for the years ended December 31:






December 31,
2012
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 935 935
Interest rate swaps-liability position $ (77,624) - (77,624) $ -


Total $ (76,689) - (76,689) $ -




December 31,
2011
December 31,
2012
Pension benefit obligation $ 2,546 $ 4,057
2011 2012
Benefit obligation at January 1 $ 8,097 $ 9,920
Service cost for benefits earned 1,445 1,440
Interest cost 329 259
Actuarial gains 539 20
Benefits paid (87 ) (60)
Payroll tax of employer contribution (57 ) (92)
Foreign currency exchange rate changes (346 ) 799
Benefit obligation at end of year $ 9,920 $ 12,286


F-28

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


11. Pensions (continued):

The following table presents the change in the value of plan assets for the years ended December 31, 2011 and 2012 and the plans' funded status at December 31:




Amounts included in "Accumulated Other Comprehensive Loss " that have not yet been recognized in net periodic benefit cost are listed below:



The accumulated benefit obligation for the pension plans represents the actuarial present value of benefit based on employee service and compensation as of a certain date and
does not include an assumption about future compensation levels. The accumulated benefit obligation for the pension plans at December 31, 2011 and 2012, was $7,037, and
$8,887, respectively.

The net periodic pension cost recognized in the consolidated statements of operations was $2,008, $1,534 and $1,641 for the years ended December 31, 2010, 2011 and 2012,
respectively.

The following table presents the components of net periodic pension cost:







2011 2012
Fair value of plan assets at January 1, $ 7,495 $ 7,374
Expected return on plan assets 356 242
Actual return on plan assets (604 ) (542)
Employer contributions 406 655
Settlement (87 ) (60)
Foreign currency exchange rate changes (192 ) 560

Fair value of plan assets at end of year $ 7,374 $ 8,229
Unfunded status at end of year $ 2,546 $ 4,057
December 31,
2010 2011 2012
Net actuarial loss $ 3,046 $ 2,104 $ 1,467
Prior service cost - - -
Defined benefit plan adjustment, net of tax of $0 $ 3,046 $ 2,104

$ 1,467
Year ended December 31,
2010 2011 2012
Expected return on plan assets $ (395 ) $ (356 ) $ (242)
Service cost 2,021 1,445 1,440
Interest cost 334 329 259
Amortization of actuarial loss 47 116 184
Settlement 1 - -
Net periodic pension cost $ 2,008 $ 1,534 $ 1,641

F-29

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

11. Pensions (continued):

The table below presents the components of changes in plan assets and benefit obligations recognized in other comprehensive income / (loss):


The estimated net loss for pension benefits that will be amortized from accumulated other comprehensive income/(loss) into the periodic benefit cost for the next fiscal year is
$226.

Pension obligations are actuarially determined and are affected by assumptions including expected return on plan assets. As of December 31, 2012, contributions amounting to
$655 in total, have been made to the defined benefit pension plan.

The Company evaluates assumptions regarding the estimated long-term rate of return on plan assets based on historical experience and future expectations on investment returns,
which are calculated by an unaffiliated investment advisor utilizing the asset allocation classes held by the plan's portfolios. Changes in these and other assumptions used in the
actuarial computations could impact the Company's projected benefit obligations, pension liabilities, pension cost and other comprehensive income/(loss).

The Company bases its determination of pension cost on a market-related valuation of assets that reduces year-to-year volatility. This market-related valuation recognizes
investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses for this purpose are the difference between the expected return
calculated using the market-related value of assets and the actual return based on the market-related value of assets.




Year Ended December 31,
2010 2011 2012
Net actuarial loss/(gain) $ 1,101 $ 234 $ (581)
Prior service cost (credit) (1,020) 1,133 276
Amortization of actuarial loss (506) (425 ) 942
Total defined benefit plan adjustments net of tax $0 $ (425) $ 942 $ 637

F-30

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

11. Pensions (continued):

The following are the weightedaverage assumptions used to determine net periodic pension cost:


The Company's investments are managed by the insurance company Storebrand by using models presenting many different asset allocation scenarios to assess the most
appropriate target allocation to produce long-term gains without taking on undue risk. US GAAP require disclosures for financial assets and liabilities that are re-measured at fair
value at least annually. The following table set forth the pension assets at fair value as of December 31:


The law requires a low risk profile hence the majority of the funds are invested in government bonds and high-rated corporate bonds.

Investments are stated at fair value. 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 at the measurement date. Investments in securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the
year. If no sale was reported on that date, they are valued at the last reported bid price. Investments in securities not traded on a national securities exchange are valued using
pricing models, quoted prices of securities with similar characteristics or discounted cash flows.

Alternative investments, binding investment in private equity, private bonds, hedge funds, and real estate assets do not have readily available market values. These estimated fair
values may differ significantly from the values that would have been used had a ready market for these investments existed and such differences could be material. Private
equity, private bonds, hedge funds and other investments not having an established market are valued at net assets values as determined by the investment managers, which
management had determined approximates fair value. Investments in real estate assets funds are stated at the aggregate net asset value of the units of these funds, which
management has determined approximate fair value. Real estate assets are valued at amounts based upon appraisal reports prepared by appraisals performed by the investment
managers, which management has determined approximate fair value.

Purchases and sales of securities are recorded as of the trade date. Realized gains and losses on sales of securities are determined on the basis of average cost. Interest income is
recognized on the accrual basis. Dividend income is recognized on the ex-dividend date.




December 31,
2010 2011 2012
Weighted average assumptions
Expected return on plan assets 5.40% 4.10% 4.00%
Discount rate 4.00% 2.60% 2.30%
Compensation increases 4.00% 3.50% 3.50%

2011 2012
Share and other equity investments $ 1,123 $ 1,467
Bonds and other security fixed yield 3,402 4,432
Bonds held to maturity 1,261 661
Properties and real estate 1,279 1,226
Money market 78 88
Other 231 355
Total plan net assets at fair value $ 7,374 $ 8,229

F-31


OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

11. Pensions (continued):

The major categories of plan assets as a percentage of the fair value of plan assets are as follows:


The US GAAP require disclosures for financial assets and liabilities that are re-measured at fair value at least annually. The US GAAP establish a three-tier fair value hierarchy,
which prioritizes the inputs used in measuring fair value. Tiers include three levels which are explained below:

Level 1:
Financial instruments valued on the basis of quoted prices for identical assets in active markets. This category encompasses listed equities that over the previous six months have
experienced a daily average turnover equivalent to approximately $ 3,462 or more. Based on this, the equities are regarded as sufficiently liquid to be encompassed by this level.
Bonds, certificates or equivalent instruments issued by national governments are generally classified as level 1. In the case of derivatives, standardized equity-linked and interest
rate futures will be encompassed by this level.

Level 2:
Financial instruments valued on the basis of observable market information not covered by level 1. This category encompasses financial instruments that are valued on the basis
of market information that can be directly observable or indirectly observable. Market information that is indirectly observable means that prices can be derived from observable,
related markets. Level 2 encompasses equities or equivalent equity instruments for which market prices are available, but where the turnover volume is too limited to meet the
criteria in level 1. Equities on this level will normally have been traded during the last month. Bonds and equivalent instruments are generally classified as level 2. Interest rate
and currency swaps, non-standardized interest rate and currency derivatives, and credit default swaps are also classified as level 2. Funds are generally classified as level 2, and
encompass equity, interest rate and hedge funds.

Level 3:
Financial instruments valued on the basis of information that is not observable pursuant to level 2. Equities classified as level 3 encompass investments in primarily
unlisted/private companies. These include investments in forestry, real estate and infrastructure. Private equity is generally classified as level 3 through direct investments or
investments in funds. Asset backed securities (ABS), residential mortgage backed securities (RMBS) and commercial mortgage backed securities (CMBS) are classified as level
3 due to their generally limited liquidity and transparency in the market.




December 31,

2011

2012

Shares and other equity instruments 15 % 18%
Bonds 64 % 62%
Properties and real estate 17 % 15%
Other 4 % 5%
Total 100 % 100%

F-32

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

11. Pensions(continued):

The following table sets forth by level, within the fair value hierarchy, the pension asset at fair value as of December 31, 2011:



The following table sets forth by level, within the fair value hierarchy, the pension asset at fair value as of December 31, 2012:



The tables below set forth a summary of changes in the fair value of the pension assets classified as level 3 investment assets for the years ended December 31, 2011 and 2012.






Level 1 Level 2 Level 3 Total
Equity securities:
US Equities $ 658 - - $ 658
Non-US Equities 157 - 308 465
Fixed Income:
Government Bonds 2,891 549 - 3,440
Corporate Bonds 978 245 - 1,223
Alternative Investments:
Hedge funds and limited partnerships - 231 - 231
Cash and cash equivalents 78 - - 78
Real Estate - - 1,279 1,279
Net Plan Net Assets $ 4,762 1,025 1,587 $ 7,374
Level 1 Level 2 Level 3 Total
Equity securities:
US Equities $ 887 - - 887
Non-US Equities 209 - 371 580
Fixed Income:
Government Bonds 628 33 - 661
Corporate Bonds 3,546 886 - 4,432
Alternative Investments:
Hedge funds and limited partnerships - 355 - 355
Cash and cash equivalents 88 - - 88
Real Estate - - 1,226 1,226
Net Plan Net Assets $ 5,358 1,274 1,597 8,229
Year ended December 31,
2011 2012
Balance, beginning of year $ 1,338 $ 1,587
Actual return on plan assets:
Assets still held at reporting date 177 63
Purchases, sales, issuances and settlements (net) 72 (53 )
Net Plan Net Assets $ 1,587 $ 1,597

F-33

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

11. Pensions(continued):

The following pension benefits contributions are expected to be paid by the Company during the years ending:


The Company's estimated employer contribution to the define benefit pension plan for the fiscal year 2013 is $1,122.

The Company has five defined contribution pension plans that include 714 employees. The contribution to the defined contribution pension plans for the years 2010, 2011 and
2012, was $1,775, $3,738 and $5,205, respectively.

12. Common Stock and Additional Paid-in Capital:

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 December 21, 2010, the Company completed through a
private placement the sale of an aggregated of 28,571,428 common shares at $17.50 per share. The proceeds from the private placement net of directly attributable costs of
$11,699 were $488,301. The stock dividend has been accounted for as a stock split. As a result, the Company reclassified approximately $1,021 from "Additional paid-in
capital" to common stock, which represents the par value per share of the shares issued. All previously reported share and per share amounts have been restated to reflect the
stock dividend.

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.

On December 6, 2011, the Company announced that its board of directors had approved a repurchase program for up to a total of $500,000 of the Company's common shares
and 9.5% senior unsecured notes due 2016 (Note 9). Company's common shares and unsecured notes may be purchased under the program from time to time through December
31, 2013. As of December 31, 2012, the Company had not purchased any common shares or unsecured notes under the program described above.

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. 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 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, 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.




December 31, 2013 $ 93
December 31, 2014 135
December 31, 2015 135
December 31, 2016 220
December 31, 2017 181
December 31, 2018 2021 2,190

Total pension payments $ 2,954

F-34

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

12. Common Stock and Additional Paid-in Capital-(continued):

As of December 31, 2012, 2,500 shares have vested, while 77,150 shares were forfeited due to employees' resignations.

The movement during the year ended December 31, 2012, is presented below:



As of December 31, 2012, there was $633 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted by the Company. That
cost is expected to be recognized over a period of three years. The amount of $613 represents the stock based compensation expense for the year and is recorded in "General and
administrative expenses", in the accompanying consolidated statements of operations for the year ended December 31, 2012.

13. Accumulated other Comprehensive Loss:

The amounts in the accompanying balance sheets are analyzed as follows:


14. Interest and Finance Cost:

The amounts in the accompanying consolidated statements of operations are analyzed as follows:







Number of non
vested shares
Weighted average
grant date fair
value per non
vested shares

Balance December 31, 2011 - -
Granted 153,150 16.34
Forfeited (77,150 ) 16.28
Vested (2,500 ) 16.50
Balance December 31, 2012 73,500 16.40
December 31,
2011 2012
Cash flows hedges unrealized loss $ (22,904 ) $ -
Cash flows hedges realized loss (30,326 ) (29,292)
Actuarial pension gain $ 2,104 1,467
Total (51,126 ) $ (27,825)
Year ended December 31,
2010 2011 2012
Interest costs on long-term debt $ 30,749 $ 87,505 $ 135,819
Amortization of financing fee 5,078 17,778 12,944
Amortization of unrealized hedge reserve (Note 10.1) - 9,816 9,816
Capitalized borrowing costs (35,780 ) (57,761 ) (44,951)
Bank charges 1,997 2,006 604
Commissions and commitment fees 6,374 4,408 2,195
Total $ 8,418 $ 63,752 $ 116,427

F-35

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

15. 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:



The components of the Company's tax expense were as follows:


The current tax expense is mainly related to withholding tax based on total contract revenue or bareboat fees. In 2012, 97% of the current tax expense was related to withholding
tax in Brazil, Angola, Equatorial Guinea, Ivory Coast and Ghana. In 2011, approximately 95% of the current tax expense was related to withholding tax in Ghana, Tanzania and
Turkey, while in 2010 approximately 95% of the current tax expense was related to withholding tax in Ghana and Turkey.

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,
2010 2011 2012
Domestic income/(loss) (Marshall Islands) $ 174,794 $ 190,940 $ (67,582)
Foreign income/(loss) (19,597) (68,214 ) (20,797)
Total income/(loss) before taxes $ 155,197 $ 122,726 $ (88,379)
Year Ended December 31,
2010 2011 2012
Current Tax expense $ 20,227 $ 27,637 $ 43,957
Deferred Tax expense / (benefit) 209 (209) -
Income taxes $ 20,436 $ 27,428 $ 43,957

Effective tax rate 13% 22% (50) %
Year Ended December 31,
Reconciliation of total tax expense: 2010 2011 2012
Change in valuation allowance $ (14,922 ) $ (41,870 ) $ 6,311
Differences in tax rates 14,177 (3,288 ) (3,896 )
Effect of permanent differences 40 2 120
Adjustments in respect to current income tax of previous years 281 (766 ) 184
Effect of exchange rate differences 1,465 (3,318 ) (1,599 )
Withholding tax 19,395 26,132 42,837
Loss of tax loss carry forward because of liquidation - 50,536 -
Total $ 20,436 $ 27,428 $ 43,957

F-36

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)

15. Income Taxes-(continued):

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 2010,
2011 and 2012, most of its activities were in 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 significant components of deferred tax assets and liabilities are as follow:

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, 2012, the valuation allowance for
deferred tax assets is increased from $8,759 in 2011 to $9,950 in 2012 reflecting an increase in net deferred tax assets during the period. The increase is primarily a result of an
increase of deferred tax assets in the Falkland Islands. This increase was partly set off by a reduction of deferred tax asset due to utilization or loss of tax loss carry forwards in
Norway in 2012.

As of December 31, 2011, the net operating losses on a gross basis are $25,593 and are mainly related to losses in Norway, Brazil, Canada and Greenland. As of December 31,
2012, the net operating losses on a gross basis are $32,961 and are mainly related to Canada and the Falkland Islands. These losses are available indefinitely for offset against
future taxable profits of the company in which the losses arose.

The Company's income tax returns are subject to review and examination in the various jurisdictions in which the Company operates. As of December 31, 2012 the Company
was not subject to any examination on tax matters. The Company may contest any tax assessment that deviates from its tax filing. However, this review is not expected to incur
any tax payables and uncertain tax positions are regarded as immaterial.

The Company's tax returns in the major jurisdictions in which it operates are generally subject to examination for periods ranging from three to six years.

The Company accrues interest and penalties related to its liabilities for unrecognized tax benefits as a component of income tax expense. During the year ended December 31,
2010, 2011 and 2012, the Company had no unrecognized tax benefits and did not incur any interest or penalties.

Ocean Rig UDW, and/or one of its subsidiaries, filed federal and local tax returns in several jurisdictions throughout the world. The amount of current tax benefit recognized
during the years ended December 31, 2011 and 2012, from the settlement of disputes with tax authorities and the expiration of statute of limitations was insignificant. All
earnings in foreign jurisdictions are permanently reinvested as the earnings are needed for working capital needs. Hence, no deferred tax liability has been recognized.



Year ended December 31,
2011 2012
Deferred tax assets
Net operations loss carry forward $ 8,015 $ 8,707
Accelerated depreciation of assets 31 107
Pension 713 1,136
Total deferred tax assets $ 8,759 $ 9,950

Less: valuation allowance (8,759 ) (9,950 )
Total deferred tax assets, net $ - $ -


F-37

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


16. Geographic information for offshore drilling operations

The revenue shown in the table below is based upon the location where the drilling takes place:

The drilling units Leiv Eiriksson, Eirik Raude , Ocean Rig Corcovado , Ocean Rig Olympia , Ocean Rig Poseidon and Ocean Rig Mykonos constitute the Company's long lived
assets.

17. Commitments and Contingencies

17.1 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 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 which was a covered event under the Company's loss of hire insurance policy that resulted in
$24.6 million being recognized as revenue during the year ended December 31, 2012.

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.

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.




Country 2010 2011 2012
Ghana/Ivory Coast $ 227,649 $ 230,018 $ 175,595
Turkey 176,228 50,183 -
Norway (715) - -
Brazil - (617) 233,569
Greenland - 253,125 136
Ivory Coast - 89,686 -
Tanzania - 78,424 196,415
Angola - - 79,884
Namibia - - 33,212
Falkland - - 166,795
Equatorial Guinea - - 56,297
Total leasing and service revenues $ 403,162 $ 700,819 $ 941,903

F-38

OCEAN RIG UDW INC.
Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of United States Dollars except for share and per share data, unless otherwise stated)


17. Commitments and Contingencies(continued):
17.2 Contractual Revenue:

Future minimum contractual revenue, based on drilling units committed to non-cancelable, contracts as of December 31, 2012, amounted to $1,131,701 for twelve months
ending December 31, 2013, $1,453,513 for twelve months ending December 31, 2014, $1,141,448 for the twelve months ending December 31, 2015, $502,528 for twelve
months ending December 31, 2016 and $20,371 for twelve months ending December 31, 2017. These amounts do not include any assumed off-hire.

17.3 Purchase Obligations:

The following table sets forth the Company's contractual purchase obligations as of December 31, 2012.



17.4 Rental Payments

The Company has operating leases mostly relating to premises, the most significant being its offices in Stavanger, Rio de Janeiro, Jersey and Aberdeen. As of December 31,
2012, the future obligations amount to $2,774 for the twelve months ending December 31, 2013 and $1,396 for twelve months ending December 31, 2014 and $422 for the years
ending December 31, 2015 and 2016.

18. Subsequent Events:

18.1 On January 9, 2013, the Company entered into a drilling contract with Exxonmobil Exploration and Production Ireland (Offshore) Limited, or ExxonMobil, for a one-well
program for the Eirik Raude for drilling offshore Ireland. The contract has an estimated duration of up to six months The Eirik Raude is scheduled to commence this contract in
the first quarter of 2013, following the completion of its current contract and the cancellation from European Hydrocarbons Limited, or European Hydrocarbons, discussed
below. Under the contract, the Company has the option to extend the contract for three more wells.
18.2 On February 1, 2013, the Company entered into a firm four-well program plus options, with Lukoil Overseas Sierra-Leone B.V., or Lukoil, for the Eirik Raude for drilling
offshore West Africa. The contract has estimated duration of approximately 12 months. The Eirik Raude is scheduled to commence this contract in the second half of 2013,
following the completion of its contract with ExxonMobil discussed above.
18.3 On February 28, 2013, the Company signed definite documentation for a $1.35 billion syndicated secured term loan facility to partially finance the construction costs of the
Ocean Rig Mylos , the Ocean Rig Skyros and the Ocean Rig Athena , three of the Companys' seventh generation drillships scheduled for delivery in July 2013, October 2013 and
November 2013, respectively. The facility will have a five-year term and a repayment profile of approximately 11 years and will bear interest at LIBOR plus a margin.
18.4 On March 3, 2013, the Company's customer European Hydrocarbons Limited, or European Hydrocarbons, unilaterally cancelled the Company's drilling contract in West
Africa for the Eirik Raude . Under the terms of the contract, European Hydrocarbons will have to reimburse the Company with an early termination payment of approximately
$13.7 million plus accrued work performed to date. The total effect on the future revenues (Note 17) will amount to $14.1 million less revenues from this contract during fiscal
year 2013.



2013 2014 2015 Total
Drillships shipbuilding contracts 1,179,776 - 387,100 1,566,876
Total obligations 1,179,776 - 387,100 1,566,876

F-39


Schedule I- Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)
Balance Sheets
December 31, 2011 and 2012
(Expressed in thousands of U.S. Dollars except for share and per share data)



* Eliminated in consolidation




2011 2012

ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ 1,303 $ 954
Other current assets 17,021 434
Total current assets 18,324 1,388

NON-CURRENT ASSETS:
Drillships options 24,756 -
Investments in subsidiaries* 3,469,901 3,424,157
Total non-current assets 3,494,657 3,424,157

Total assets $ 3,512,981 $ 3,425,545

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Other current liabilities $ 24,826 $ 14,488
Financial instruments - 10,839
Total current liabilities 24,826 25,327

NON-CURRENT LIABILITIES
Long term debt, net of current portion 489,699 491,703
Total non-current liabilities 489,699 491,703

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2011 and 2012, nil issued and outstanding at
December 31, 2011 and 2012, respectively - -
Common stock, $0,01 par value; 1,000,000,000 shares authorized, at December 31, 2011 and 2012, 131,696,928 and
131,725,128 issued and outstanding at December 31, 2011 and 2012 respectively 1,317 1,317
Additional paid-in capital 3,469,924 3,489,018
Accumulated other comprehensive loss (51,126 ) (27,825 )
Accumulated deficit (421,659 ) (553,995 )
Total stockholders' equity 2,998,456 2,908,515
Total liabilities and stockholders' equity $ 3,512,981 $ 3,425,545







Schedule I- Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)
Statements of Operations
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of U.S. Dollars except for share and per share data)




* Eliminated in consolidation



2010 2011 2012
EXPENSES:

General and administrative expenses $ 2,456 $ 8,591 $ 12,877
Legal settlements and other, net - - 6,100
Operating loss 2,456 8,591 18,977

OTHER INCOME / (EXPENSES):
Interest and finance costs (326) (35,328 ) (58,210 )
Interest income 4,202 3,216 4
Loss on interest rate swaps - - (38)
Other, net 37 1,068 (2,476)

Total other (expenses), net 3,913 (31,044) (60,720 )

Equity in earnings/(loss) of subsidiaries* 133,304 134,933 (52,639)

Net income/(loss) $ 134,761 $ 95,298 $ (132,336)

Earnings/(loss) per common share, basic and diluted 1.30 0.72 (1.00)

Weighted average number of shares, basic and diluted 103,908,279 131,696,928 131,696,935





Schedule I- Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)
Statements of Comprehensive Income/(loss)
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of U.S. Dollars except for share and per share data)



































2010 2011 2012
Net income / (Loss) $ 134,761 $ 95,298 $ (132,336)

Other Comprehensive income / (loss):
Unrealized interest rate swap gains/(losses) (5,495) 3,272 -
Realized loss on cash flow hedges associated with capitalized interest (21,523) (3,272) -
Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations - 722 1,034
Reclassification of losses on previously designated cash flow hedges to Consolidated Statement of Operations,
net - 9,816 22,904
Actuarial gains/(losses) 424 (942) (637)
Other Comprehensive income/ (loss) (26,594) 9,596 23,301
Total Comprehensive income / (loss) $ 108,167 $ 104,894 $ (109,035)





Schedule I- Condensed Financial Information of Ocean Rig UDW Inc. (Parent Company Only)
Statements of Cash Flows
For the years ended December 31, 2010, 2011 and 2012
(Expressed in thousands of U.S. Dollars)







2010 2011 2012
Net Cash Used in Operating Activities $ (753 ) $ (28,728 ) $ (59,992 )

Cash Flows from Investing Activities:
Investments in subsidiaries (583,498 ) (846,731 ) 59,643
Drillships options (99,024 ) - -
Restricted cash (302,011 ) 302,011 -
Net Cash (Used in)/Provided by Investing Activities (984,533 ) (544,720 ) 59,643

Cash Flows from Financing Activities:
Due to subsidiaries (335,223 ) 334,996 -
Capital contribution from DryShips 583,498 - -
Net proceeds from common stock issuance 488,301 - -
Proceeds from credit facility 300,000 500,000 -
Payments of credit facility - (300,000 ) -
Payment of financing fees - (11,535 ) -
Net Cash Provided by Financing Activities 1,036,576 523,461 -
Net (decrease) / increase in cash and cash equivalents 51,290 (49,987 ) (349 )
Cash and cash equivalents at beginning of year - 51,290 1,303
Cash and cash equivalents at end of year $ 51,290 $ 1,303 $ 954







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, 2013.

On December 28, 2010 the Parent Company concluded a $300,000 loan facility to be repaid during 2011. The loan was fully drawn on December 28, 2010 and fully repaid on
January 3, 2011.

On April 27, 2011, the Parent Company issued $500,000 aggregate principal amount of 9.5% Senior Unsecured Notes due 2016. 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 two $495,000 facilities, the $800,000 facility and the 6.5% Senior Secured Notes due 2017 described on Note 9 "Long-term Debt" to
the consolidated financial statements. As of December 31, 2012 the amount outstanding related to these three facilities amounted to $1,607,500 in aggregate and the amount
outstanding related to the 6.5% Senior Secured Notes amounted to $800,000.

The condensed financial information of the Parent Company should be read in conjunction with the Company's consolidated financial statements.








Exhibit 2.4

EXECUTION VERSION















DRILL RIGS HOLDINGS INC., OCEAN RIG UDW INC.,


AND EACH OF THE GUARANTORS PARTY HERETO


6.50% SENIOR SECURED NOTES DUE 2017
____________________

INDENTURE

Dated as of September 20, 2012
____________________

U.S. Bank National Association, as Trustee

and

Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and
Paying Agent
____________________



















TABLE OF CONTENTS

Page




ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions 1
Section 1.02 Other Definitions 31
Section 1.03 Rules of Construction 32

ARTICLE II

THE NOTES

Section 2.01 Form and Dating 33
Section 2.02 Execution and Authentication 34
Section 2.03 Registrar, Transfer Agent and Paying Agent 35
Section 2.04 Paying Agent to Hold Money in Trust 35
Section 2.05 Holder Lists 36
Section 2.06 Transfer and Exchange 36
Section 2.07 Replacement Notes 45
Section 2.08 Outstanding Notes 45
Section 2.09 Treasury Notes 46
Section 2.10 Temporary Notes 46
Section 2.11 Cancelation 46
Section 2.12 Default Interest 47
Section 2.13 Persons Deemed Owners 47
Section 2.14 Interest Payment Date; Record Date 47

ARTICLE III

REDEMPTION AND PURCHASE

Section 3.01 Notices to Trustee 48
Section 3.02 Selection of Notes to Be Redeemed or Purchased 48
Section 3.03 Notice of Redemption 48
Section 3.04 Effect of Notice of Redemption 50
Section 3.05 Deposit of Redemption or Purchase Price 50
Section 3.06 Notes Redeemed or Purchased in Part 50
Section 3.07 Optional Redemption 51
Section 3.08 Optional Redemption for Changes in Withholding Taxes 52
Section 3.09 Mandatory Redemption Upon Total Loss of a Drilling Unit 53


i



ARTICLE IV

COVENANTS

Section 4.01 Payment of Notes 53
Section 4.02 Maintenance of Office or Agency 53
Section 4.03 Corporate Existence 54
Section 4.04 Compliance Certificate 54
Section 4.05 Taxes 55
Section 4.06 Stay, Extension and Usury Laws 55
Section 4.07 Restricted Payments 55
Section 4.08 Incurrence of Indebtedness and Issuance of Preferred Stock 58
Section 4.09 Liens 62
Section 4.10 Dividend and Other Payment Restrictions Affecting Subsidiaries 62
Section 4.11 Transactions with Affiliates 64
Section 4.12 Business Activities 65
Section 4.13 Rights to Earnings from Drilling Units 65
Section 4.14 Additional Note Guarantees 66
Section 4.15 Designation of Restricted and Unrestricted Subsidiaries 67
Section 4.16 Payments for Consent 68
Section 4.17 Reports 68
Section 4.18 Suspension of Certain Covenants 70
Section 4.19 Offer To Repurchase Upon Change of Control 70
Section 4.20 Asset Sales Other than a Drilling Unit 73
Section 4.21 Drilling Unit Sales 76
Section 4.22 Impairment of Security Interest 78
Section 4.23 Additional Amounts 78
Section 4.24 Maintenance of Properties; Insurance 81

ARTICLE V

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets 81
Section 5.02 Successor Corporation Substituted 84

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01 Events of Default 84
Section 6.02 Acceleration 85
Section 6.03 Other Remedies 86
Section 6.04 Waiver of Past Defaults 86
Section 6.05 Control by Majority 86
Section 6.06 Limitation on Suits 86

ii



Section 6.07 Rights of Holders To Receive Payment 87
Section 6.08 Collection Suit by Trustee or Noteholder Collateral Agent 87
Section 6.09 Trustee May File Proofs of Claim 88
Section 6.10 Priorities 88
Section 6.11 Undertaking for Costs 89

ARTICLE VII

TRUSTEE

Section 7.01 Duties of Trustee 89
Section 7.02 Rights of Trustee 90
Section 7.03 Individual Rights of Trustee 91
Section 7.04 Trustee's Disclaimer 91
Section 7.05 Notice of Defaults 92
Section 7.06 Reserved 92
Section 7.07 Compensation and Indemnity 92
Section 7.08 Replacement of Trustee 93
Section 7.09 Successor Trustee by Merger, Etc 94
Section 7.10 Eligibility; Disqualification 95
Section 7.11 Reserved 95
Section 7.12 Trustee in Other Capacities; Noteholder Collateral Agent and Paying Agent 95

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 95
Section 8.02 Legal Defeasance and Discharge 95
Section 8.03 Covenant Defeasance 96
Section 8.04 Conditions to Legal or Covenant Defeasance 97
Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions 98
Section 8.06 Repayment to Company 99
Section 8.07 Reinstatement 99

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders 100
Section 9.02 With Consent of Holders 101
Section 9.03 Reserved 103
Section 9.04 Revocation and Effect of Consents 103
Section 9.05 Notation on or Exchange of Notes 103

iii



Section 9.06 Trustee and Noteholder Collateral Agent to Sign Amendments, Etc 104

ARTICLE X

SATISFACTION AND DISCHARGE

Section 10.01 Satisfaction and Discharge 104
Section 10.02 Application of Trust Money 105

ARTICLE XI

NOTE GUARANTEES

Section 11.01 Note Guarantee 106
Section 11.02 Limitation on Guarantor Liability 107
Section 11.03 Releases 107

ARTICLE XII

SECURITY

Section 12.01 Grant of Security Interests 108
Section 12.02 Recording and Opinions 110
Section 12.03 Release of Collateral 112
Section 12.04 Form and Sufficiency of Release 113
Section 12.05 Authorization of Actions to be Taken by the Noteholder Collateral Agent Under the Collateral Agreements 113
Section 12.06 Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements 114
Section 12.07 Replacement of Noteholder Collateral Agent 114
Section 12.08 Further Assurances 115
Section 12.09 Noteholder Collateral Agent 116

ARTICLE XIII

MISCELLANEOUS

Section 13.01 Notices 119
Section 13.02 Certificate and Opinion as to Conditions Precedent 121
Section 13.03 Statements Required in Certificate or Opinion 122
Section 13.04 Rules by Trustee and Agents 122
Section 13.05 No Personal Liability of Directors, Officers, Employees and Stockholders 122
Section 13.06 Governing Law 122
Section 13.07 No Adverse Interpretation of Other Agreements 123
Section 13.08 Successors 123
Section 13.09 Severability 123

iv






NOTE : This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture.


Section 13.10 Counterpart Originals 123
Section 13.11 Table of Contents, Headings, Etc 123
Section 13.12 Prescription 123
Section 13.13 Patriot Act 123
Section 13.14 Force Majeure 123
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

v


INDENTURE, dated as of September 20, 2012, among DRILL RIGS HOLDINGS
INC., a Marshall Islands corporation (the " Company "), OCEAN RIG UDW INC., a Marshall
Islands corporation ("Parent"), as a Guarantor (as defined herein), the other Guarantors,
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee
(together with its successors and assigns, in such capacity, the " Trustee "), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, as collateral agent (together with its successors
and assigns, in such capacity, the " Noteholder Collateral Agent "), Registrar and Paying
Agent.


The Company, the Guarantors, the Trustee and the Noteholder Collateral Agent agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined herein) of the 6.50% Senior Secured Notes due 2017 (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 Subsidiary of such specified Person
(regardless of the form of the applicable transaction by which such Person became a Subsidiary) or expressly assumed in connection with the acquisition of assets from
any 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 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 the Noteholder Collateral Agent, any Registrar, Paying Agent, Transfer Agent or Authentication Agent.

" 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.

" 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 October 1, 2015, (such redemption price being set forth
in the table appearing in Section 3.07(c) (" Optional Redemption ") hereof and being calculated inclusive of accrued and unpaid interest and Additional
Amounts) plus (ii) all required interest payments due on the Note through October 1, 2015 (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, if greater. " 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 Parent 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 the Company or 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.



2

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 $10.0 million;

(2) a transfer of Equity Interests or other assets between or among Parent and the Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary (which must be a Company Subsidiary
Guarantor if the Equity Interests are of a Company Subsidiary Guarantor);

(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;

(6) licenses and sublicenses by 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 4.07 (" Restricted Payments ") hereof or constitute a Permitted Investment; and

(8) the sale, lease, conveyance or other disposition of all or substantially all of the assets of Parent and the Restricted Subsidiaries taken as a whole or of
the Company and the Company Subsidiary Guarantors taken as a whole in a manner permitted pursuant to Section 5.01 (" Merger, Consolidation or Sale of Assets ") or
any disposition that constitutes a Change of Control.

" Assignments " means, collectively, each Insurance Assignment and each Earnings Assignment.

" Attributable Indebtedness " in respect of a Sale and Lease-Back Transaction means, as 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



3

thereby shall be determined in accordance with the definition of "Capital Lease Obligation."

" Bankruptcy Law " means Title 11, U.S. Code or any similar Federal or state 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. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

" Board of Directors " means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(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, Greece, the United
Kingdom or the place of any payment required to be made hereunder is located are authorized or required by law to close.

" Capital Lease Obligation " 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;



4

(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 the United States or any state thereof having capital, surplus and undivided profits in excess of $500.0 million and a long-term debt rating of "A-1" or higher by
Moody's or "A+" 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
") hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear



5

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:

(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 consistent with past practice
and prevailing industry standards), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent and the Restricted Subsidiaries
taken as a whole or of the Company and the Company 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, with respect to dispositions of assets of Parent and the Restricted Subsidiaries, the Permitted Holder;

(2) Parent or the Company is liquidated or dissolved or adopts a plan relating to the liquidation or dissolution of Parent or the Company;

(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 that term is used in Section 13(d) of the Exchange Act), other than the Permitted Holder, becomes the
Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent, measured by voting power rather than number of shares;

(4) Parent or the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Parent or the
Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Parent or the Company or such other Person is converted into or
exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Parent or the Company outstanding immediately prior to
such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the
outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance);

(5) the first day on which Parent ceases to own 100% of the outstanding Equity Interests of the Company; or

(6) the first day on which Parent's common stock ceases to be listed on the New York Stock Exchange or one of the trading markets of the NASDAQ
Stock Market LLC.

" Clearstream " means Clearstream Banking, S.A.



6

" Collateral " means all rights, assets and property, whether now owned or hereafter acquired, upon which a Lien or Mortgage securing the Obligations under
this Indenture, the Notes or the Note Guarantees, is granted or purported to be granted under any Collateral Agreement.

" Collateral Agreements " means, collectively, the Security Agreement, each Mortgage, each Assignment and each other instrument, including any security
document or pledge agreement, creating Liens in favor of the Trustee or the Noteholder Collateral Agent as required by this Indenture, in each case, as the same may be in force
from time to time.

" Company " means Drill Rigs Holdings Inc., a Marshall Islands corporation, and its successors and assigns.

" Company Subsidiary Guarantor " means a Guarantor that is a Subsidiary of the Company.

" Completed Drilling Equipment Value " means, at any time, the Fair Market Value of all completed and delivered Drilling Equipment owned by Parent and its
Restricted Subsidiaries at such time.

" Consolidated Cash Flow " means, with respect to any period, the Consolidated Net Income of Parent for such period plus, without duplication:

(1) provision for taxes based on income or profits of Parent and its 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 Parent and its 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) of Parent and its 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 the ratio of the Consolidated Cash Flow of Parent for such period to the Consolidated Interest Expense of
Parent for such period; provided , however , that:



7

(1) if Parent or any of the Restricted Subsidiaries has Incurred any Indebtedness since the beginning of such period that remains outstanding 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 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 and as if Parent or such Restricted Subsidiary had not earned the interest income actually earned during such
period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3) if since the beginning of such period Parent or any Restricted Subsidiary shall have made any Asset Sale, 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 Parent or any Restricted Subsidiary repaid, repurchased, defeased
or otherwise discharged with respect to 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 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 Parent or any
Restricted Subsidiary since the beginning of such period shall have made any Asset Sale, 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 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, 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



8

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 Parent or any of the Restricted Subsidiaries following such classification;

(7) if since the beginning of such period 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, 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 since the beginning of such period 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 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 responsible financial or accounting officer of Parent 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 Parent 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 responsible financial or accounting officer of Parent 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 responsible financial or
accounting officer of Parent 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;



9

(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 average of the
historical earnings of comparable Vessels in Parent's fleet over the most recently completed four fiscal quarters, as determined in good faith by a responsible financial or
accounting officer of Parent 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;

(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, Parent and its 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 4.08(a) (" Incurrence of Indebtedness and Issuance of Preferred Stock "), 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

(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).




10

" 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 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 Parent or any
Restricted Subsidiary in each case held by Persons other than Parent or any Restricted Subsidiary.

" Consolidated Net Income " means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its 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)(3)(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 (other than as a result of restrictions contained herein
or in the Notes); provided that Consolidated Net Income of the



11

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;

(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 will be
excluded; and

(7) any unrealized gain (or loss) in respect of Hedging Obligations will be excluded.

" 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 Parent or the
Restricted Subsidiary), plus any Ready for Sea Cost of such Drilling Equipment.

" Corporate Trust Office of the Trustee " will be at the address of the Trustee specified in Section 13.01 (" Notices ") hereof or such other address as to which
the Trustee may give notice to the Company.

" Credit Facilities " means one or more debt facilities or agreements or commercial paper facilities of Parent or any Restricted Subsidiary with banks, other
institutional lenders, commercial finance companies or other lenders 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 Parent
as borrowers or guarantors thereunder).

" Custodian " means the Registrar, as custodian with respect to the Notes in global form, or any successor entity thereto.



12

" 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 ") hereof 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 the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder of the 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 the Capital Stock have the right to
require Parent or the Company to repurchase 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 Parent or the Company 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 ") hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the
maximum amount that 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 " means, with respect to any monetary amount in a currency other than U.S. Dollar, 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 "Currency Rates" section (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 Company) on the date of such determination. Except as expressly provided otherwise, whenever it is
necessary to determine whether Parent or any of its 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.

" Drilling Contract " means any charterparty, pool agreement or drilling contract in respect of any Drilling Units or other contract for use of any Drilling Units.

" Drilling Equipment " means one or more drilling rigs or drillships or other Vessels, together with all related spares, equipment and any additions or
improvements.



13

" Drilling Units " means the two fifth generation Bingo-9000 design semi-submersible deep-water drilling rigs " Eirik Raude " and " Leiv Eiriksson ".

" Earnings " means (i) all freight, hire and passage moneys payable to Parent or any of its Subsidiaries as a consequence of the operation of a Vessel owned by
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 Parent or any of its
Subsidiaries or otherwise related to freight, hire or passage moneys payable to Parent or any of its Subsidiaries as a consequence of the operation of any of the Vessels owned by
Parent or any of its Subsidiaries; (iii) compensation payable to Parent or any of its Subsidiaries in the event of any requisition of any of the Vessels owned by Parent or any of its
Subsidiaries; (iv) remuneration for salvage, towage and other services performed by any of the Vessels owned by Parent or any of its Subsidiaries and payable to Parent or any of
its Subsidiaries; (v) demurrage and retention money receivable by Parent or any of its Subsidiaries in relation to any of the Vessels owned by 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 Parent or any of its Subsidiaries is
employed on terms whereby any moneys falling within (i) to (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 Parent or any of its Subsidiaries in relation to
any of the Vessels owned by Parent or any of its Subsidiaries.

" Earnings Account " means an interest-bearing account into which all Earnings derived from each Drilling Contract shall be deposited or forwarded that is
subject to an account control agreement or other comparable arrangement under Norwegian law (or under applicable law in the jurisdiction where the account is held), except to
the extent prohibited by applicable law.

" Earnings Assignment " means, collectively, the first priority assignments of Earnings in favor of the Noteholder Collateral Agent given by the Company and
the applicable Guarantor respecting all Earnings derived from the Drilling Units and their respective operations, as the same may be amended, supplemented or modified from
time to time.

" Equity Interests " means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).

" Equity Offering " means a public or private offering Capital Stock (other than Disqualified Stock) of Parent, other than (1) public offerings with respect to
Parent's common stock registered on Form S-8 and (2) issuances to any Subsidiary of Parent.

" Euroclear " means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.



14

" Event of Loss " means any of the following events:

(a) the actual or constructive total loss of a Drilling Unit or the agreed or compromised total loss of a Drilling Unit;

(b) the destruction of a Drilling Unit;

(c) damage to a Drilling Unit to an extent, determined in good faith by Parent within 90 days after the occurrence of such damage, as shall make repair
thereof uneconomical or shall render such Drilling Unit 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 Drilling Unit 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 Drilling Unit, on the date of such loss, or if such date is unknown, on the date such
Drilling Unit was last reported;

(ii) in the event of a constructive, agreed or compromised total loss of a Drilling Unit, on the date of determination of such total loss;

(iii) in the case of any event referred to in clause (c) above, upon the such 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 Proceeds " means all compensation, damages and other payments (including insurance proceeds) received by Parent, the Company, or a
Subsidiary of either of them, or the Noteholder Collateral Agent or the Trustee, jointly or severally, from any Person, including any governmental authority, with respect to or in
connection with an Event of Loss.

" Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

" Excess Non-Collateral Vessel Proceeds " means 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 Parent'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 Parent's Consolidated Net Income less (3) Indebtedness required to be purchased, repaid or prepared as set forth in clauses (z)(i) and (z)(ii) of
the proviso to Section 4.20(b) (" Asset Sales Other than a Drilling Unit ") hereof.



15

" Existing Indebtedness " means Indebtedness of Parent and its Subsidiaries (other than Indebtedness under the Notes and Note Guarantees) in existence on the
Issue Date, after giving effect to the use of proceeds of the offering of the Notes on 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 Parent (unless otherwise provided in this Indenture).

" Financial Officer " means the chief executive officer, chief financial officer, chief accounting officer or treasurer of Parent.

" 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 ") hereof, 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 ") hereof.

" Government Securities " means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United
States 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 Parent, each existing and future Subsidiary of the Company that holds or will hold any Drilling Unit, any Related Assets with respect to
any Drilling Unit or that is or becomes party to a Drilling Contract and certain other Subsidiaries of Parent that execute a Note Guarantee in accordance with the provisions
herein, in each case, together with their respective successors and assigns until the Note Guarantee of such Person has been released in accordance with the provisions herein.



16

" 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;

(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; 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



17

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 among the Company, the Guarantors, the Trustee and the Noteholder Collateral
Agent, as amended, supplemented or modified.

" Indirect Participant " means a Person who holds a beneficial interest in a Global Note through a Participant.

" Initial Notes " means the first $800,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

" Insurance Assignment " means collectively the first priority assignments of insurance in favor of the Noteholder Collateral Agent given by the Company and
the applicable Guarantor respecting all insurance covering the Drilling Units or their respective operations, as the same may be amended, supplemented or modified from time to
time.

" Investment Grade Rating " means ratings equal or higher than both Baa3 (or equivalent) by Moody's Investor Services, Inc. and BBB- (or equivalent) by
Standard & Poor's Rating Group, Inc.

" 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 Parent or any of Parent's Subsidiaries sells or otherwise disposes of any Equity Interests of any of
Parent's direct or indirect Subsidiaries such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Parent, 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 Parent'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 ") hereof. The acquisition by Parent or any of its Subsidiaries of a Person that holds an Investment in a
third Person will be deemed to be an Investment by Parent or such 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 ") hereof. 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 Parent or any Restricted Subsidiary, (1) any damage to such asset that results in an



18

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 and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction.

" Moody's " means Moody's Investors Service, Inc., or any successor to the rating agency business thereof.

" Mortgage " means 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 Company or any Guarantor is granted to secure Obligations under this Indenture 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.

" 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 Company or any of the Restricted Subsidiaries or
the extinguishment of any Indebtedness of such Person, the Company or any of the 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 Parent or any 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




19

of the Asset Sale, and taxes paid or payable as a result of the 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 Parent and its 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 Parent nor any of the Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or
instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(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 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 that they will not have any recourse to the stock or assets of Parent 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 of the Company's obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.

" Noteholder Collateral Agent " means the party named as such in this Indenture until a successor replaces it and, thereafter, means such successor.

" Obligations " means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities payable under the
documentation governing any Indebtedness.

" Offering Memorandum " means the Offering Memorandum dated September 13, 2012 of the Company 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



20

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, President or
Chief Financial Officer of such Person, that meets the requirements of Section 13.03 (" Statements Required in Certificate or Opinion ") hereof.

" Opinion of Counsel " means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.03 ("
Statements Required in Certificate or Opinion ") hereof. The counsel may be an employee of or counsel to Parent, the Company or any Subsidiary of Parent.

" Parent " means Ocean Rig UDW Inc., a Marshall Islands corporation, and its successors and assigns.

" 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 Parent and the Restricted Subsidiaries were engaged on the date hereof, as described in the Offering
Memorandum, and any business reasonably related or complimentary thereto.

" Permitted Equipment Lien " means any Lien Incurred and permitted to exist pursuant to clause (18) of the definition of "Permitted Lien."

" 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, any Person that is controlled, directly or indirectly, by any such Permitted Holder.

"Permitted Investments" means:

(1) any Investment in Parent or in any Restricted Subsidiary;

(2) any Investment in Cash Equivalents;

(3) any Investment by Parent or in 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, Parent or a Restricted Subsidiary;



21

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with
Section 4.20 (" Asset Sales Other than a Drilling Unit ") hereof;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of 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 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 4.08(b)(5) (" Incurrence of Indebtedness and Issuance of Preferred Stock ")
hereof;

(8) 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 (8) that are at the time outstanding, not to exceed the
greater of (x) $125.0 million and (y) 4.0% of Parent's Net Tangible Assets.

" 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 Parent.

" Permitted Liens " means:

(1) Liens in favor of the Company 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 Parent, the Company or
any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation, were not Incurred in
contemplation thereof and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;

(3) Liens on property (including Capital Stock) existing at the time of acquisition of the property by Parent, the Company or any Subsidiary of either of



22

them; provided that such Liens were in existence prior to, such acquisition, 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 the
Liens securing the Indebtedness so repaid);

(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 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 on the Collateral created for the benefit of (or to secure) the Notes or the Note Guarantees;

(10) Liens to secure any Permitted Refinancing Indebtedness permitted to be Incurred under this Indenture to refinance any Indebtedness secured by
Liens permitted to exist pursuant to clauses (2), (3) and (5) 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,



23

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;

(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 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 the assets of Parent that do not constitute Collateral 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 at any time outstanding;

(14) Liens to secure Hedging Obligations permitted by Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock ");

(15) Liens on Equity Interests held by Parent in any Restricted Subsidiary (other than the Company or any Company Subsidiary Guarantor) that secure
guarantees by Parent of Indebtedness of its Subsidiaries;

(16) Liens arising from precautionary Uniform Commercial Code financing statements filings or other applicable similar filings regarding operating
leases and vessel charters entered into by Parent, the Company or a Company Subsidiary Guarantor in the ordinary course of business;

(17) Liens Incurred in the ordinary course of business of Parent, the Company or a Company Subsidiary 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 Parent, the Company and the Company Subsidiary Guarantors;

(18) Liens on Collateral constituting fixed or capital assets acquired or constructed by the Company or a Company 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



24

such Lien does not extend to or cover any other asset of Parent, the Company or any Company Subsidiary 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 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 (18) shall not exceed $25.0
million;

(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 Parent and its Subsidiaries in the ordinary course of business; provided that no such Liens
shall extend to any assets or property constituting Collateral; and

(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.

" Permitted Refinancing Indebtedness " means any Indebtedness of 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 other Indebtedness of Parent or any of the Restricted Subsidiaries (other than intercompany
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 Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the 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 later than 90 days after the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged 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



25

the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(4) in the case of Indebtedness of the Company or any Company Subsidiary Guarantor, such Indebtedness is Incurred either by the Company or by the
Company Subsidiary Guarantor or both the Company and the Company Subsidiary Guarantor who is the obligor on the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged; and

(5) in the case of Indebtedness of Parent, such Indebtedness is Incurred only by Parent.

" 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.

" Private Placement Legend " means the legend set forth in Section 2.06(f)(1) (" Transfer and Exchange ") hereof 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 Services Contract " means, with respect to any Additional Drilling Unit acquired by, or committed to be delivered to, 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 Parent, acting in
good faith, designates as a "Qualified Services Contract" pursuant to a resolution of the Board of Directors of Parent, which contract or contracts:

(1) are between Parent or one of its Restricted Subsidiaries, on the one hand, and a Person that is not an Affiliate of 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, (b) such contract is supported by letters of credit, performance bonds or
guarantees from a 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 Parent or its Restricted Subsidiary, as the case may be, by a Person with (or a Person whose parent has) such an
investment grade rating, for the full amount of



26

the contracted payments due over the four-quarter reference period considered in calculating Consolidated Cash Flow;

(2) provide for services to be performed by Parent or one or more of its Restricted Subsidiaries involving the use of such Additional Drilling Unit by
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 dayrate 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 Parent or its Restricted Subsidiary 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 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 Issue Date by Parent and its Restricted
Subsidiaries, as determined in good faith by Parent.

" Ready for Sea Cost " means with respect to a Vessel to be acquired or leased by 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.

" Redemption Date " means the date of redemption established by the Company 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 (i) any insurance policies and contracts from time to time in force with respect to a Vessel, (ii) the Capital Stock of any Restricted
Subsidiary owning a Vessel and related assets, (iii) any requisition compensation payable in respect of any compulsory acquisition of a Vessel, (iv) any Earnings derived from
the use or operation of a Vessel and/or any account to which such Earnings are deposited, (v) any charters, operating leases, Vessel purchase options and related agreements
entered



27

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 a Vessel pursuant to the financing arrangement with respect thereto, (vii) any building, conversion or repair contracts relating to a 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 a 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) 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 an 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 Parent that is not then an Unrestricted Subsidiary; provided, however , that (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, the Company shall at no time be an Unrestricted Subsidiary.

" 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.



28

" Sale and Lease-Back Transaction " means any arrangement with any Person providing for the leasing by 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 Parent 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.

" Security Agreement " means the Pledge and Security Agreement, dated as of the date hereof, among Parent, the Company, the other Grantors (as defined
therein) from time to time party thereto and the Noteholder Collateral Agent in favor of the Noteholder Collateral Agent, as amended or supplemented from time to time in
accordance with its terms

" Ship Mortgage " means, collectively, the first naval mortgages and other instruments, such as deeds over the Drilling Units, each duly registered in the
Bahamian ship registry in favor of the Noteholder Collateral Agent, as the same may be amended, supplemented or modified from time to time.

" 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 Parent's consolidated revenues or (ii) as of the end of the most recent fiscal quarter, was the owner of more than
10% of Parent'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 hereof or, if such item or series is Incurred after the date hereof,
the date such item or series is Incurred.

" Subsidiary " means, with respect to any specified Person:

(1) any corporation, association or other business entity 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, 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

(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



29

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 offering of the Initial Notes, (ii) the repayment of that certain Guarantee, Revolving Credit and Term Loan Facility Agreement
dated as of September 17, 2008 among, inter alia , Ocean Rig ASA, Ocean Rig Norway AS, the guarantors party thereto, DNB Bank ASA (formerly known as DnB NOR Bank
ASA), as guarantee bank, and the other financial institutions and arrangers party thereto, as amended and (iii) the payment of fees and expenses related to the foregoing.

" 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 Subsidiary " means:

(1) any Subsidiary of Parent (other than the Company) which at the time of determination is an Unrestricted Subsidiary (as designated by Parent, as
provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

Parent may designate any Subsidiary of Parent (other than the Company) as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors 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, Parent or any Restricted Subsidiary (other than solely any
Subsidiary of the Subsidiary to be so designated); provided that the Subsidiary to be so designated and each Subsidiary of such Subsidiary:

(A) has no Indebtedness other than Non-Recourse Debt;

(B) except as permitted by Section 4.11 (" Transactions with Affiliates "), is not party to any agreement, contract, arrangement or understanding with
Parent or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Parent or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither 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;






30

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Parent or any of the Restricted Subsidiaries; and

(5) is not the owner of any interests in a Drilling Unit.

" U.S. Person " means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

" 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.

" 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" 4.23(a)
"Affiliate Transaction" 4.11(a)
"Asset Sale Offer" 4.20(c)
"Authentication Order" 2.02
"Authentication Agent" 2.02
"Change of Control Offer" 4.19(a)
"Change of Control Payment" 4.19(a)
"Change of Control Payment Date" 4.19(a)
"Company" Preamble
"Covenant Defeasance" 8.03
"DBTCA" 2.03

31

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;


Term Defined in Section

"Default Interest" 2.12
"DTC" 2.03
"Drilling Unit Sale" 4.21(a)
"Drilling Unit Sale Offer" 4.21(b)
"Event of Default" 6.01
"Excess Proceeds" 4.20(c)
"Global Exchange Market" 2.03
"Incur" 4.08(a)
"Indemnified Party" 7.07(a)
"interest" 1.03
"Interest Payment Date" 2.14
"Legal Defeasance" 8.02
"MD&A" 4.17(a)(1)
"Non-Collateral Vessel Sale" 4.20(b)(5)
"Noteholder Collateral Agent" Preamble
"Notes" Preamble
"Parent" Preamble
"Paying Agent" 2.03
"Payment Default" 6.01(5)(A)
"Permitted Debt" 4.08(b)
"Record Date" 2.14
"Registrar" 2.03
"Relevant Date" 13.12
"Restricted Payments" 4.07(a)
"Resale Restriction Termination Date" 2.06
"Reversion Date" 4.18(b)
"Special Interest Payment Date" 2.12
"Special Record Date" 2.12
"Specified Tax Jurisdiction" 4.23(a)
"Successor Company" 5.01(b)(1)
"Successor Parent" 5.01(a)(1)
"Suspended Covenant" 4.18(a)
"Suspension Event" 4.18(a)
"Taxes" 4.23(a)
"Transfer Agent" 2.03
"Trustee" Preamble


32

(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
Company pay Default Interest, the Company 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 notations, legends or endorsements required by law, stock exchange rule or usage. The Initial Notes will initially be represented by the Global
Notes (as defined below). Each Note will 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 will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors, the
Trustee and the Noteholder Collateral Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.



33

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 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 ") hereof.

(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 . At least one Officer shall sign the Notes for the Company 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 Company signed by one Officer (an " Authentication Order "), authenticate Notes for original issue that
may be validly issued under this Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized
for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 (" Replacement Notes ") hereof.

The Trustee may appoint an agent (the " Authentication Agent ") reasonably acceptable to the Company 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



34

same rights as the Noteholder Collateral Agent to deal with Holders or an Affiliate of the Company. The Trustee initially appoints Deutsche Bank Trust Company Americas to
act as Authentication Agent.

SECTION 2.03 Registrar, Transfer Agent and Paying Agent . The Company 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 Company will also
maintain a transfer agent (the " Transfer Agent ") in connection with the Notes. The Company 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 Company 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 Company may change any Paying Agent or Registrar without notice to any Holder; provided that, for so long as the Notes are listed on the Official List of the Irish
Stock Exchange and are admitted to trading on the Global Exchange Market (the " Global Exchange Market ") and the rules of the Irish Stock Exchange so require, the Company
shall publish notice of any change of Paying Agent or Registrar in a newspaper having a general circulation in Ireland (which is expected to be The Irish Times ) or, to the extent
and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange in accordance with Section 13.01 (" Notices "). 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 "), Parent or any of its Subsidiaries may act as Paying Agent or Registrar. The Company 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 Company 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 Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.

The Company initially appoints The Depository Trust Company (" DTC ") to act as Depositary with respect to the Global Notes.

The Company initially appoints Deutsche Bank Trust Company Americas ( " DBTCA ") to act as the Registrar, Transfer Agent and Paying Agent and to act as
Custodian with respect to the Global Notes.

SECTION 2.04 Paying Agent to Hold Money in Trust . The Company shall require each Paying Agent other than DBTCA to agree in writing that such
Paying Agent shall hold, in trust for the benefit of 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 Company 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



35

Trustee. The Company 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
Parent or any of its Subsidiaries) shall have no further liability for the money. If Parent 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 Company, 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 Company, on its own behalf and on behalf of each of the 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 Company for Certificated Notes if:

(1) the Depositary notifies the Company 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 Company fails to appoint a successor Depositary;

(2) the Company, 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 ") hereof. 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 ") hereof, 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 ") hereof.



36

(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 clause (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 (1) 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




37

applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) (" Transfer and Exchange ") hereof.

(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; and

(c) Transfer or Exchange of Beneficial Interests for Certificated Notes; 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;



38

(E) if such beneficial interest is being transferred to the Company 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(h) (" Transfer and Exchange ") hereof,
and the Company 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.

(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;



39

(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 Company 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.

(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 hereto, including the



40

certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(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 . 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] [ 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 COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (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 COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D)
OR (E) TO



41

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.]

(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 COMPANY.

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 COMPANY 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



42

HEREIN. THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF THE COLLATERAL AGREEMENTS (AS DEFINED IN THIS
INDENTURE)."

(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 ") hereof. 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 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 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 Company 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
") hereof 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 Company 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 "), 3.09 (" Mandatory Redemption Upon Total Loss of a Drilling Unit "), 4.19 (" Offer to
Repurchase Upon Change of Control "), 4.20 (" Asset Sales Other than a Drilling Unit "), 4.21 (" Drilling Unit Sales ") and 9.05 (" Notation on or Exchange of Notes ")
hereof).

(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 Company, evidencing the same debt, and entitled to



43

the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar, the Trustee nor the Company 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 ") hereof 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 Company 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 Company, 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
") hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06(h)(8) 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



44

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 Company and the Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. If required by the Trustee or the Company, 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 Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a
Note is replaced. The Company may charge for its expenses in replacing a Note, including reasonable fees and expenses of counsel. In the event of any such mutilated, lost,
destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay such Note instead of issuing a new Note in
replacement thereof.

Every replacement Note is an obligation of the Company and shall be entitled to all the benefits of this Indenture equally and proportionately with all other
Notes duly issued hereunder.

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 ") hereof, a Note does not cease to be outstanding because the Company
or an Affiliate of the Company holds the Note; provided, however , that Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for
purposes of Section 3.07(c) (" Optional Redemption ") hereof.

If a Note is replaced pursuant to Section 2.07 (" Replacement Notes ") hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that



45

the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company.

If the entire principal amount and premium, if any, of any Note is considered paid under Section 4.01 (" Payment of Notes ") hereof, it ceases to be outstanding
and interest on it ceases to accrue.

If the Paying Agent (other than the Company, 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 Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with
the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any
such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded. Upon request of the Trustee, the Company
shall furnish to the Trustee promptly an Officers' Certificate listing and identifying all Notes, if any, known by the Company 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 Company 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
Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company 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 Company 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 destroy canceled Notes (subject to the record retention requirement of the Exchange Act and the
Trustee). Certification of the destruction or cancelation of all canceled Notes shall be delivered to the Company upon written request. The Company may not issue new Notes




46

to replace Notes that it has paid or that have been delivered to the Registrar for cancelation. As long as any Notes are admitted to trading on the Global Exchange Market and
listed on the Official List of the Irish Stock Exchange and the rules and regulations of the Irish Stock Exchange so require, the Company undertakes to promptly inform the Irish
Stock Exchange of any such cancelation.

SECTION 2.12 Default Interest . The Company 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 ") hereof ( " Default Interest "). The Company 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 Company 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 Company (or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) 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. As long as any Notes are admitted to trading on the Global Exchange Market and listed on the Official List of the Irish Stock Exchange and the rules and
regulations of the Irish Stock Exchange so require, the Company undertakes to promptly inform the Irish Stock Exchange of any Special Record Date.

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 6.50% per year and will be payable semi-
annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2013 (each, an " Interest Payment Date "). The Company 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.



47

ARTICLE III

Redemption and Purchase

SECTION 3.01 Notices to Trustee . If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 (" Optional
Redemption ") through and including Section 3.09 (" Mandatory Redemption Upon Total Loss of a Drilling Unit ") hereof, 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 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 35 (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 Company 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 Company shall mail, or cause to be
mailed by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more



48

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. So long as any Notes are admitted to trading on the Global
Exchange Market and listed on the Official List of the Irish Stock Exchange and the rules and regulations of the Irish Stock Exchange so require, any such notice to the Holders
shall also be published in a newspaper having a general circulation in Ireland (which is expected to be The Irish Times ) and, in connection with any redemption, the Company
will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. Notices may also be published on the website of the Irish Stock
Exchange.

The notice shall identify the Notes to be redeemed and shall state:

(1) the Record Date and the Redemption Date for such redemption;

(2) the redemption price;

(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, not in parts of $2,000 or less; 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 Company 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; and

(8) 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.



49

At the Company's request, the Registrar shall give the notice of redemption in the Company's name and at its expense; provided , however , that the Company
has delivered to the Registrar, at least 2 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 ") hereof,
Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price. On and after a redemption date, interest shall cease to accrue
on such Notes or portion of them called for redemption, subject to any conditions set out in the notice of 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. A notice of redemption may not be conditional.

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 Company 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 Company to
the Registrar for cancelation. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the
Company 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 Company of the existence of such amounts as reasonably practicable after such excess amounts are
deposited with the Trustee or Paying Agent.

If the Company 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 Company 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 ") hereof.

SECTION 3.06 Notes Redeemed or Purchased in Part . Upon surrender of a Note that is redeemed or purchased in part, the Company shall issue and,
upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at



50

the expense of the Company 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, the Notes shall not be redeemable at the
option of the Company prior to October 1, 2015.

(b) (i) At any time prior to October 1, 2015, the Company 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 rights of Holders on the relevant Record Date
to receive interest due on the relevant Interest Payment Date and (ii) not more than once in any 12-month period, the Company may redeem up to $80 million in principal
amount of the Notes at a redemption price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the
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 October 1, 2015, the Company 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, if redeemed during the periods indicated below, subject to the rights of Holders on the relevant
Record Date to receive interest on the relevant Interest Payment Date:


Unless the Company 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.

(d) At any time prior to October 1, 2015, the Company may, at its option, redeem up to 35% of the aggregate original principal amount of Notes issued
under this Indenture, at one time or from time to time, at a redemption price equal to 106.500% 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),
with the net cash proceeds received by Parent of one or more Equity Offerings; provided that (i) at least 65% of the aggregate original principal amount of Notes issued under
this Indenture (excluding Notes held by Parent and its Subsidiaries)


For the Period Below Percentage
From October 1, 2015 to September 30, 2016 103.250%
October 1, 2016 and thereafter 100.000%

51

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.

(e) Any redemption pursuant to this Section 3.07(e) shall be made pursuant to the provisions of Sections 3.01 (" Notices to Trustee ") through 3.06 ("
Notes Redeemed or Purchased in Part ") hereof.

SECTION 3.08 Optional Redemption for Changes in Withholding Taxes . (a) The Company 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 (which notice will be irrevocable), 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 of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date), in the event that the Company determines in good faith that the Company or any Guarantor 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 Company or the relevant Guarantor, 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 Company or
the relevant Guarantor, as applicable, would be obligated to pay Additional Amounts if a payment in respect of the Notes or the Note Guarantees were then due. Before the
Company publishes, mails or delivers notice of redemption of the Notes as described above, the Company shall deliver to the Trustee and Paying Agent (i) an Officers'
Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company
to so redeem have occurred and (ii) an Opinion of Counsel that the Company 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.



52

(d) Any redemption pursuant to this Section 3.08(d) shall be made pursuant to the provisions of Sections 3.01 (" Notices to Trustee ") through 3.06 ("
Notes Redeemed or Purchased in Part ") hereof.

SECTION 3.09 Mandatory Redemption Upon Total Loss of a Drilling Unit . (a) Upon the occurrence or happening of any Event of Loss, the Company
shall be required to redeem Notes equal in principal amount to the Event of Loss Proceeds received in respect of such loss (rounded to the nearest $1,000) upon not less than 30
nor more than 60 days' notice to the Holders, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the Notes redeemed to the
applicable Redemption Date. The Company shall deliver the redemption notice to the Holders within 30 days of the receipt of any Event of Loss Proceeds.

(b) All Event of Loss Proceeds received in respect of an Event of Loss shall be immediately deposited in a deposit account controlled by the Noteholder
Collateral Agent and held as Collateral subject to a Lien under the Collateral Agreements pending their application to redemption of Notes. The Company shall take all steps
necessary within 10 Business Days of receiving any such Event of Loss Proceeds to ensure that the Noteholder Collateral Agent obtains (i) a first-priority perfected security
interest in such deposit account and (ii) control over such deposit account pursuant to an account control agreement or similar acknowledgment from the financial institution at
which the deposit account is held.

(c) Unless and until an Event of Default has occurred and is continuing, Parent or any Restricted Subsidiary may withdraw funds to deploy the Event of
Loss Proceeds in compliance with the foregoing.

ARTICLE IV

Covenants

SECTION 4.01 Payment of Notes . The Company 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 Company or a Subsidiary thereof, holds, as of 10:00 a.m. New York City time on the due date, money
deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium and Additional Amounts, if any, and interest then due.

SECTION 4.02 Maintenance of Office or Agency . The Company 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
Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location,
of such office



53

or agency. If at any time the Company 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 Company 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 Company 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 Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 ("
Registrar and Paying Agent ") hereof.

SECTION 4.03 Corporate Existence . Except as otherwise permitted by Article V, the Company 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 Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

(2) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries;

provided , however , that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its
Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole.

SECTION 4.04 Compliance Certificate . (a) The Company and each Guarantor 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 stating that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company 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 Company has kept,
observed, performed and fulfilled each and every covenant contained in this Indenture 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 Company is taking or proposes to take with respect



54

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 Company is taking or proposes to take with respect thereto.

(b) So long as any of the Notes are outstanding, the Company 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 Company is taking or proposes to take with respect thereto.

SECTION 4.05 Taxes . The Company 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 of the Notes.

SECTION 4.06 Stay, Extension and Usury Laws . The Company and each of the Guarantors 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 Company and each of the Guarantors (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) Parent will not, and will 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 Parent or any Restricted Subsidiary
(including, without limitation, any payment in connection with any merger, consolidation or amalgamation involving Parent or any of the Restricted
Subsidiaries) or to the direct or indirect holders of Parent'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 Parent and other than dividends or distributions payable to Parent, the Company
or any other 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 Parent or any direct or indirect parent of Parent held by any Person (other than Equity
Interests held by Parent or any Restricted Subsidiary) or any Equity Interests of any Restricted Subsidiary held by an affiliate of Parent (other than Equity
Interests held by Parent or any



55

Restricted Subsidiary) (in each case other than in exchange for Equity Interests of Parent that is not Disqualified Stock);

(C) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the
Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or
among the Company and any of the Guarantors), except a payment of regularly scheduled interest or principal at the Stated Maturity thereof; or

(D) make any Restricted Investment

(all such payments and other actions set forth in these clauses (A) through (D) above being collectively referred to " 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) Parent 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 ") hereof;
and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Parent and the Restricted
Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2), (3) and of subsection (b) of this Section 4.07), is less than the sum,
without duplication, of:

(A) 50% of Parent'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 to the end of Parent'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 received by Parent since the Issue Date as a contribution to its common equity capital or from the
issue or sale of Parent'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 Parent, in each case that have been converted into or exchanged for Equity Interests (other than Disqualified
Stock) of Parent (other than Equity Interests, Disqualified Stock or debt securities sold to a Subsidiary of Parent); plus



56

(C) to the extent that any Restricted Investment that was made after the date of this Indenture is sold or disposed of for cash or otherwise
canceled, liquidated or repaid for cash, 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 date of this Indenture is redesignated as a Restricted Subsidiary
after the date of this Indenture, the lesser of (i) the Fair Market Value of Parent's or the Company's Investment in such Subsidiary, as the case may be, 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.

(b) So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions 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 Subsidiary
of Parent) of, Equity Interests of Parent (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Parent; provided
that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of the preceding paragraph and will
not be considered to be net cash proceeds from an Equity Offering for purposes of the provisions set forth in Section 3.07(d);

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Parent 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 Parent to holders of minority interests in its Equity Interests on a pro rata basis;

(5) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Parent or any
Restricted Subsidiary issued after the Issue Date in accordance with the



57

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 Indebtedness of Parent 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 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; and

(7) any other Restricted Payment in an aggregate amount, together with all other Restricted Payments made under this clause (7), not exceeding the
greater of (x) $75.0 million and (y) 2.5% of Parent's Net Tangible Assets at such time.

(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 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 4.07(c) will be determined by the Board of Directors of Parent whose resolution with respect thereto will be
delivered to the Trustee.

SECTION 4.08 Incurrence of Indebtedness and Issuance of Preferred Stock . (a) Parent will not, and will 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 Parent will not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided , however , that 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 effect to the
Incurrence of such Indebtedness and the receipt and application of the net proceeds thereof, Parent's Consolidated Interest Coverage Ratio for the 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.

(b) The provisions of Section 4.08(a) (" Incurrence of Indebtedness and Issuance of Preferred Stock ") hereof will not prohibit the Incurrence of any of
the following items of Indebtedness (collectively, " Permitted Debt "):

(1) the Incurrence by Parent or any Restricted Subsidiary of Indebtedness under one or more Credit Facilities Incurred (a) in connection with the
financing of all or any part of the purchase price, lease expense, charter



58

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) as Permitted Refinancing Indebtedness in respect of Indebtedness
otherwise incurred pursuant to clause (a); provided that, after giving effect to the Incurrence of such Indebtedness and any related purchase of Drilling Equipment, the
aggregate principal amount of the consolidated total Indebtedness of Parent and its Restricted Subsidiaries shall not exceed the greater of (x) $550 million multiplied by
the number of Qualified 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; provided that the portion of any Indebtedness Incurred under this clause (1) in reliance on the Contracted Drilling Equipment Value shall not be
applied to finance more than 75% of any installment payment for all then uncompleted Drilling Equipment;

(2) the Incurrence by (a) the Company and any Guarantor of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the
Issue Date and (b) Parent and any Restricted Subsidiary of Existing Indebtedness;

(3) the Incurrence by 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 by this Indenture to be Incurred
under Section 4.08(a) (" Incurrence of Indebtedness and Issuance of Preferred Stock ") or clause (2) or this clause (3);

(4) the Incurrence by Parent or any Restricted Subsidiary of intercompany Indebtedness between or among Parent and the Restricted Subsidiaries;
provided , however , that:

(A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a 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 and the Note Guarantees; 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
Parent or a Restricted Subsidiary, or (ii) sale or other transfer of any such Indebtedness to a Person that is not Parent or a Restricted Subsidiary, the exception
provided by this clause (4) shall no longer be applicable to



59

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;

(6) the guarantee by Parent or any Restricted Subsidiary of Indebtedness of Parent 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 Parent or any Restricted Subsidiary of Indebtedness in respect of workers' compensation claims, self-insurance obligations,
bankers' acceptances, and performance and surety bonds in the ordinary course of business;

(8) the Incurrence by 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 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 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 (a) such Indebtedness is not reflected on the balance sheet of Parent or any Restricted Subsidiary
(contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such
balance sheet for purposes of this clause (a)) and (b) 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 Parent and the Restricted Subsidiaries in connection with such disposition; and

(10) the Incurrence by Parent or any Restricted Subsidiary of Indebtedness not otherwise permitted pursuant to clauses (1) through (9) above that,
together with any other Indebtedness Incurred pursuant to this clause (10)



60

and then outstanding, has an aggregate principal amount (or accreted value, as applicable) not to exceed the greater of (x) $100 million and (y) 3.25% of Parent's Net
Tangible Assets at such time.

None of Parent or any of the Restricted Subsidiaries will Incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of
payment to any other Indebtedness of Parent or such Restricted Subsidiary unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the
applicable Note Guarantee on substantially identical terms; provided , however , that no Indebtedness will be deemed to be contractually subordinated in right of payment to any
other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior Lien basis.

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 (10) above, or is entitled to be Incurred pursuant to paragraph (a) of this Section 4.08, 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 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; provided , in
each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of the Company as accrued. Notwithstanding any other
provision of this Section 4.08, the maximum amount of Indebtedness that Parent or the applicable Restricted Subsidiary may Incur pursuant to this Section 4.08 shall not be
deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

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



61

(B) the amount of the Indebtedness of the other Person.

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 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 Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (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; and (3)
if and for so long as any such Indebtedness is subject to an agreement intended to protect against fluctuations in currency exchange rates with respect to the currency in which
such Indebtedness is denominated covering principal and interest on such Indebtedness, the amount of such Indebtedness, if denominated in dollars, will be the amount of the
principal payment required to be made under such currency agreement and, otherwise, the Dollar Equivalent of such amount plus the Dollar Equivalent of any premium which is
at such time due and payable but is not covered by such currency agreement.

SECTION 4.09 Liens . Neither Parent nor the Company will, and neither of them will permit any of the Company Subsidiary Guarantors to, directly or
indirectly, create, Incur, assume or suffer to exist any Lien of any kind on any asset of Parent, the Company or any Company Subsidiary Guarantor now owned or hereafter
acquired, except Permitted Liens.

SECTION 4.10 Dividend and Other Payment Restrictions Affecting Subsidiaries . Parent will not, and will 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 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 Parent or any of the Restricted Subsidiaries;

(2) make loans or advances to Parent or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to Parent or any of the Restricted Subsidiaries.



62

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing 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, the Collateral Agreements, the Notes and Note Guarantees;

(4) applicable law, rule, regulation or order;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by 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 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 clause (3) of the preceding paragraph;

(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, 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;



63

(12) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (1), (3) and (5) above; provided that such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are, in the good faith judgment of 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; and

(13) any encumbrance or restriction (other than any encumbrance or restriction applying to any Subsidiary of the Company) 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, such encumbrance or restriction is customary
for financings of the same type, and such restrictions would not reasonably be expected to materially impair the Company's ability to make scheduled payments of
interest and principal on the Notes when due or Parent's ability to make payment under its Note Guarantee, as determined in good faith by a Financial Officer of Parent.

SECTION 4.11 Transactions with Affiliates . (a) Parent will not, and will 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 Parent and any Restricted Subsidiary (each, an " Affiliate Transaction ") unless
the Affiliate Transaction is on terms that are no less favorable to Parent or the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm's-
length transaction by Parent or such Restricted Subsidiary with a Person that is not an Affiliate of Parent and any Restricted Subsidiary, as determined, in their good faith
judgment, by the Board of Directors of Parent; provided , however , that prior to the consummation of the transaction:

(1) in any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10 million, such Affiliate
Transaction shall have been approved by a majority of the disinterested members of the Board of Directors of Parent; and

(2) in any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, 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 shall have issued to the Board of Directors of Parent an opinion as to the fairness to Parent or such Subsidiary of such Affiliate
Transaction from a financial point of view.



64

(b) The following items will not be deemed to be Affiliate Transactions, as applicable, and, therefore, will not be subject to the provisions of the prior
paragraph:

(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 directors of Parent;

(2) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Parent
or any of its Subsidiaries in the ordinary course of business and payments pursuant thereto;

(3) payment of reasonable directors' fees to Persons who are not otherwise Affiliates of Parent;

(4) transactions solely between or among Parent and/or any of its Restricted Subsidiaries;

(5) issuance or sale of Equity Interests (other than Disqualified Stock) of Parent;

(6) loans or advances to employees of Parent 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 Parent solely because Parent owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(8) Restricted Payments that do not violate Section 4.07 (" Restricted Payments ");

(9) 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 less favorable to the Holders); and

(10) the Transactions and all fees and expenses paid or payable in connection therewith.

SECTION 4.12 Business Activities . Parent will not, and will 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 Parent and the Restricted Subsidiaries taken as a whole.

SECTION 4.13 Rights to Earnings from Drilling Units . Parent will not, and will not permit any of its Subsidiaries (other than the Company or any
Company Subsidiary Guarantor) to, be or become party to any Drilling Contract (including as a



65

charterer of any Drilling Unit) or otherwise hold the right to directly receive any Earnings attributable to any Drilling Unit or any other Related Assets with respect to any
Drilling Unit.

SECTION 4.14 Additional Note Guarantees . (a) If the Company acquires or creates another Subsidiary that holds any Drilling Unit or Related Assets
with respect to any Drilling Unit or is party to a Drilling Contract or any existing Subsidiary of the Company that is not already a Guarantor holds any Drilling Unit or any
Related Assets with respect to any Drilling Unit or becomes party to a Drilling Contract, (b) Parent acquires or creates, or otherwise holds the Equity Interests in, another
Subsidiary that directly or indirectly owns any Equity Interest of the Company or any Guarantor (including any Subsidiary required to become a Guarantor following the Issue
Date) or (c) any Subsidiary of Parent that is not already a Guarantor guarantees or pledges any assets to secure the payment of any Indebtedness of Parent, the Company or any
Company Subsidiary Guarantor, then Parent and the Company will:

(1) cause that Subsidiary to

(A) execute a supplemental indenture, in the form of Exhibit D hereto, pursuant to which it will become a Guarantor,

(B) in the case of any Subsidiary required to become a Company Subsidiary Guarantor (i) execute and deliver a supplement to the Security
Agreement (substantially in the form specified in the Security Agreement), (ii) execute all other Collateral Agreements (or amendments or supplements
thereto), including the filing of a Mortgage to the extent such Subsidiary obtains an ownership interest in any Drilling Unit, necessary to ensure that such
Subsidiary becomes subject to the obligations of a Guarantor, pledges its assets (including the Equity Interests it owns in any Company Subsidiary Guarantor),
assigns its Earnings and any insurance in respect of such Drilling Units and deposits into or forwards all its Earnings to the Earnings Account, in each case,
pursuant to and in accordance with the terms of the Collateral Agreements and (iii) take all other steps (including executing and filing any further documents,
financing statements, agreements and instruments) required by the Collateral Agreements to ensure that the Noteholder Collateral Agent obtains a first-priority
perfected security interest in all such Subsidiary's assets of the type that are Collateral, and

(C) in the case of any Subsidiary that pledges any assets to secure payment of any Indebtedness of Parent, the Company or any Company
Subsidiary Guarantor, execute collateral agreements to pledge such assets to equally and ratably secure payment of the Notes or the applicable Note Guarantee
and cause the same to be perfected; and

(2) deliver an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and



66

constitutes a valid and legally binding and enforceable obligation of such Subsidiary, subject to customary exceptions, in each case within 20 Business Days of the date
on which the Subsidiary was acquired or created or otherwise becomes subject to this Section 4.14.

SECTION 4.15 Designation of Restricted and Unrestricted Subsidiaries . (a) The Board of Directors of Parent may designate any Restricted Subsidiary
(other than the Company and any Subsidiary that holds an interest in any Drilling Unit or any Related Assets with respect to any Drilling Unit or is party to any Drilling
Contract) to be an Unrestricted Subsidiary if:

(1) Parent could make the Restricted Payment which is deemed to occur upon such designation in accordance with Section 4.07 (" Restricted Payments
") equal to the appropriate Fair Market Value of all outstanding Investments owned by Parent 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 or no Default or Event of Default
would be in existence following such designation; and

(4) the Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of Parent 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 ").

If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by 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 4.07 (" Restricted Payments ") or under one or more clauses of the definition of Permitted
Investments, as determined by the Company.

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 will be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not
permitted to be Incurred as of such date under Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock "), the Company or the applicable Restricted
Subsidiary will be in default of such covenant.



67

(b) The Board of Directors of Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary if:

(1) Parent 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 Company delivers to the Trustee a certified copy of a resolution of the Board of Directors of Parent 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 4.16 Payments for Consent . Parent will not, and will not permit any of the Restricted Subsidiaries or any of their respective Affiliates to,
directly or indirectly, pay or cause to be paid any 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 agreement.

SECTION 4.17 Reports . (a) Whether or not Parent or the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, Parent or the
Company shall furnish to the Trustee and the Holders, so long as any Notes 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 Parent's unaudited 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 Parent's audited consolidated financial statements, a report thereon by Parent'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 Parent or the Company was then a "foreign private issuer"



68

subject to Section 13(a) or 15(d) of the Exchange Act (whether or not Parent or the Company is then subject to such requirements), all such other reports and
information that Parent or the Company would have been required to file or furnish pursuant thereto.

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 include a reasonably detailed presentation (consistent with such information provided in the Offering Memorandum for the original issuance of the Notes), either on
the face of the financial statements or in the footnotes thereto, and also in the MD&A, of the financial condition and results of operations of Parent and the Restricted
Subsidiaries separate from the financial condition and results of operations of the Company and the Company Subsidiary Guarantors. In addition, Parent or the Company 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) in the preceding paragraph with the SEC for
public availability within the time periods specified therein at any time Parent or the Company is then subject to Section 13(a) or 15(d) of the Exchange Act and make such
information available to Holders and prospective investors upon request. Parent and the Company shall be deemed to have furnished such reports referred to above to the
Trustee and the Holders if Parent has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. The Company will also make
available copies of such reports at the offices of the Paying Agent or the Company if, and so long as, the Notes are listed on the Official List of the Irish Stock Exchange and
admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require.

If, notwithstanding the foregoing, the SEC will not accept Parent's or the Company's filings for any reason, Parent or the Company will post the reports
referred to in the preceding paragraph on its website within the time periods that would apply to non-accelerated filers if Parent or the Company were required to file those
reports with the SEC.

Parent and the Company agree that, for so long as any Notes remain outstanding, they will hold and participate in quarterly conference calls with Holders and
securities analysts relating to the financial condition and results of operations of Parent and the Restricted Subsidiaries.

(b) In addition, Parent and the Company agree that, for so long as any Notes remain outstanding, Parent or the Company shall furnish to 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 Parent 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 on the face of the financial statements or in the footnotes
thereto, and also in the MD&A of the financial condition and results of operations of



69

Parent and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

SECTION 4.18 Suspension of Certain 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 "), Parent and its Restricted Subsidiaries will not be subject to the following covenants (the " Suspended
Covenants "): Section 4.07 (" Restricted Payments "), Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock "), Section 4.11 (" Transactions with Affiliates
"), Section 4.15 (" Dividend and Other Payment Restrictions Affecting Subsidiaries "), and Section 4.20 (" Asset Sales Other than a Drilling Unit ").

(b) In the event that Parent and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of this Section
4.18 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 Parent and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events.

(c) During any period that the Suspended Covenants are not in effect, the Board of Directors of Parent may not designate any of the Restricted
Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.15 (" Designation of Restricted and Unrestricted Subsidiaries "). 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 Reversion Date. 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.

(e) The Company 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 4.18 or the Company's rights hereunder. In the case of a Suspension Event, such notice shall list the Suspended Covenants.

SECTION 4.19 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 Company 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



70

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 Company 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. Within 10 Business Days following any Change of Control, the Company 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 4.19 and that all Notes tendered will be accepted for payment;

(2) the purchase price 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 tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of
Control Offer will 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 telegram, telex, facsimile transmission 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 his 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.

If, and for so long as, the Notes are listed on the Global Exchange Market and the rules of the Irish Stock Exchange so require, the Company will publish
notices relating to the Change of Control Offer in a leading newspaper of general circulation in



71

Ireland (which is expected to be The Irish Times ) or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those 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 Company 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 Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) by 10:00 a.m. Eastern Time on the Change in 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

(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 Company.

The Paying Agent will promptly mail to each Holder properly tendered the Change of Control Payment for such Notes, 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 Company
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 Company 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 Company 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 Company 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 above
under Article III unless and until there is a default in payment of the applicable redemption price.



72

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 4.20 Asset Sales Other than a Drilling Unit . (a) Parent will not, and will not permit any of the Restricted Subsidiaries to, directly or
indirectly, consummate any Asset Sale (other than any Drilling Unit Sale, which must be consummated in compliance with Section 4.21 (" Drilling Unit Sales ") or an
Involuntary Transfer) unless:

(1) Parent 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% of the consideration received in the Asset Sale by 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 contemporaneously with such sale, in accordance with the requirements set forth in this Indenture.

For purposes of this Section 4.20, each of the following will be deemed to be cash:

(A) any Indebtedness or other liabilities, as shown on Parent's most recent consolidated balance sheet, of Parent 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 Parent or such Restricted Subsidiary are released from further liability;

(B) any securities, Notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are, subject to
ordinary settlement periods, converted by 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

(C) any stock or assets of the kind referred to in clauses (2) or (4) of paragraph (b) of Section 4.20.



73

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer but excluding any
Drilling Unit Sale, the Net Proceeds of which must be applied in compliance Section 4.21 (" Drilling Unit Sales "), Parent or the applicable Restricted Subsidiary, as the case
may be, may apply such Net Proceeds:

(1) to purchase, repay or prepay secured Indebtedness of the Company or any Company Subsidiary Guarantor or, in the case of an Asset Sale other than
of Collateral, any senior Indebtedness, whether or not secured (including, without limitation, redemptions or other purchases of Notes) of 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, 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 Parent or any of its Restricted Subsidiaries;

(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 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; or

(5) any combination of the transactions permitted by the foregoing clauses (1) and (4);

provided that (x) a binding commitment to apply Net Proceeds from an Asset Sale other than of Collateral 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 binding commitment to apply Net Proceeds from an Asset Sale other than of Collateral to the purchase, acquisition or construction 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 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;
(y) if the assets sold or transferred in such Asset Sale constituted Collateral, Parent or the Company shall pledge or cause the applicable Restricted Subsidiary to pledge
any assets (including without limitation any acquired Capital Stock) acquired with the Net Proceeds of such



74

Asset Sale pursuant to clauses (2) and (4) above to secure the Notes on a first-lien secured basis pursuant to the Collateral Agreements; and (z) if the assets sold or
transferred in such Asset Sale include a Vessel that does not constitute Collateral, then Parent 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 (5) 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 Parent or any of the Restricted Subsidiaries so that the aggregate principal amount of the consolidated Indebtedness of Parent 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 ").

Pending the final application of any Net Proceeds, Parent or the applicable Restricted Subsidiary may apply the Net Proceeds to temporarily reduce outstanding revolving credit
Indebtedness of Parent or any of the Restricted Subsidiaries or invest the Net Proceeds in cash and Cash Equivalents.

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) of this Section 4.20 will constitute " Excess
Proceeds ." When the aggregate amount of Excess Proceeds exceeds $50 million, Parent will, or will cause the applicable Restricted Subsidiary to, within five Business Days
thereof, make an offer (the " Asset Sale Offer ") to all Holders and all holders of unsubordinated Indebtedness of Parent or any Restricted Subsidiary containing provisions
similar to those set forth herein with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such
unsubordinated Indebtedness that may be purchased 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 Parent will, or will cause the applicable Restricted Subsidiary to, make such Asset Sale Offer solely to all Holders.

(d) 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.

(e) If any Excess Proceeds remain after consummation of an Asset Sale Offer, Parent and the Restricted Subsidiaries may use those Excess Proceeds for
any purpose not otherwise prohibited by this Indenture and the Collateral Agreements; provided that pending any such application, the proceeds of any Asset Sale of Collateral,
whether assets, property or cash, are subject to a Lien under the Collateral Agreements.

(f) If the aggregate principal amount of Notes and, in the case of Excess Proceeds received in respect of assets not constituting Collateral, such
unsubordinated Indebtedness tendered into such Asset Sale Offer exceeds the amount of



75

Excess Proceeds, the Registrar will select the Notes 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 Company shall select such unsubordinated Indebtedness to be purchased on a pro rata basis, based on amounts tendered or required to be
prepaid or redeemed. 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.

Parent will not, and will not permit any Restricted Subsidiary to, enter into or suffer to exist any agreement that would place any restriction of any kind (other
than pursuant to law or regulation) on the ability of the Company to make an Asset Sale Offer.

For the avoidance of doubt, operating leases of any Vessels arising as a result of any charterparty, pool agreement or drilling contract in respect thereof entered
into in the ordinary course of business consistent with past practice and prevailing industry standards shall not in and of itself constitute an Asset Sale.

The Company 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 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 Company will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

SECTION 4.21 Drilling Unit Sales . (a) The Company will not, and will not permit any of the Company Subsidiary Guarantors to, directly or indirectly,
consummate the sale, lease, conveyance or other disposition of any Drilling Unit or any right to a Drilling Unit (other than operating leases arising as a result of Drilling
Contracts entered into in the ordinary course of business consistent with past practice and prevailing industry standards) or any Equity Interests in any Company Subsidiary
Guarantor that owns any Drilling Unit (other than a sale, lease, conveyance or other disposition to a Company Subsidiary Guarantor that, concurrent with such sale, lease,
conveyance or other disposition, executes the Collateral Agreements and takes all actions to grant to the Noteholder Collateral Agent a first-priority Lien on such Drilling Unit or
such Equity Interests and all Related Assets with respect to such Drilling Unit, in each case, as required under this Indenture and the Collateral Agreements) (any of the
foregoing, a " Drilling Unit Sale ") unless:

(i) (the Company or such Company Subsidiary Guarantor receives consideration at the time of the Drilling Unit Sale at least equal to the Fair Market
Value of such assets or any Equity Interests issued or sold or otherwise disposed of;






76

(ii) such Drilling Unit Sale is either of (i) the entire interest in the applicable Drilling Unit, together with its Related Assets; provided , however , that the
company may elect to sell only the Drilling Unit and retain all or any portion of the Related Assets, if any such Related Assets are transferred to a Company Subsidiary
Guarantor that, concurrent with such transfer, executes the Collateral Agreements and takes all actions to grant to the Noteholder Collateral Agent a first-priority Lien
on such Related Assets, in each case, as required under this Indenture and the Collateral Agreements or (ii) all the Capital Stock of the Company Subsidiary Guarantor
that owns such Drilling Unit and Related Assets;

(iii) the consideration received in the Drilling Unit Sale by the Company or such Company Subsidiary Guarantor consists entirely of cash or Cash
Equivalents not less than the Fair Market Value at the time of the Drilling Unit Sale of the Drilling Unit that is the subject of such Drilling Unit Sale;

(iv) such Drilling Unit Sale is not to Parent or any Restricted Subsidiary; and

(v) no Default or Event of Default shall have occurred and be continuing.

(b) Whenever Net Proceeds from any Drilling Unit Sale are received by the Company or any Company Subsidiary Guarantor, such Net Proceeds shall be
retained by the Noteholder Collateral Agent as Collateral in a deposit account controlled by the Noteholder Collateral Agent. At the written direction of the Company, such Net
Proceeds may be invested by the Trustee in cash or Cash Equivalents. Within 30 days following the receipt of Net Proceeds from the Drilling Unit Sale, the Company will make
an offer (a " Drilling Unit Sale Offer ") to all Holders to purchase the maximum principal amount of Notes that may be purchased out of such Net Proceeds. The offer price for
the Notes in any Drilling Unit Sale Offer will be equal to 100% of principal amount of the Notes 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. If any such Net
Proceeds remain after consummation of a Drilling Unit Sale Offer, Parent and the Restricted Subsidiaries may use those Net Proceeds for any purpose not otherwise prohibited
by this Indenture and the Collateral Agreements; provided that pending any such application, the proceeds of any Drilling Unit Sale are subject to a Lien under the Collateral
Agreements. If the aggregate principal amount of Notes tendered into such Drilling Unit Sale Offer exceeds the amount of Net Proceeds, the Trustee will use such proceeds to
purchase the Notes on a pro rata basis.

The Company 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 laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Drilling Unit Sale Offer. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Indenture relating to a Drilling Unit Sale Offer, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the provisions of this Indenture relating to a Drilling Unit Sale Offer by virtue of such compliance.



77

SECTION 4.22 Impairment of Security Interest . (a) Neither the Company nor any Guarantor will be permitted to take any action, or omit to take any
action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Noteholder Collateral
Agent, the Trustee and the Holders except as expressly set forth in this Indenture or the Collateral Agreements. Neither the Company nor the Guarantors will take any action or
otherwise attempt to enforce any claim or maritime Lien against any Drilling Unit that has priority over any claim or Lien of the Noteholder Collateral Agent, the Trustee and the
Holders of the Notes in respect of any Collateral, including any such claims or Liens arising under Ship Mortgages that may be made in favor of the Company or a Guarantor.

(b) The Company shall, and it shall cause each Guarantor to, at its sole cost and expense, execute and deliver all such agreements and instruments and
take all further action as necessary or as the Noteholder Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be
Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and it shall cause each Guarantor to, at its sole cost and expense, file any
such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral
Agreements.

(c) Any release of Collateral in accordance with Section 12.03 (" Release of Collateral ") and the Collateral Agreements will not be deemed to impair the
security under this Indenture or the Collateral Agreements, and any Person, including, without limitation, any appraiser or other expert may rely on such provision in delivering a
certificate requesting release so long as all other provisions of this Indenture with respect to such release have been complied with.

SECTION 4.23 Additional Amounts . (a) All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes or
the Note Guarantees 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 Company 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 the Note
Guarantees, the Company, the relevant Guarantor 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:




78

(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 the 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 the 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 Company or the
relevant Guarantor, 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 Company or the relevant Guarantor in order to enable the Company or the
relevant Guarantor 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 Company or the relevant Guarantor;

(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 Company 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 that are required to be deducted or withheld on a payment pursuant to European Council Directive 2003/48/EC or any law implementing,
or introduced in order 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



79

(9) any combination of items (1) through (8) above.

(b) If the Company 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 the Note Guarantees, the Company or the relevant Guarantor, 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 Company or the relevant
Guarantor, 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 Company or the relevant Guarantor, 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 Company or the relevant Guarantor, 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 Company 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 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 the Note Guarantees, such reference will be deemed to include payment of Additional Amounts as
described in this Section 4.23(d) to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(e) The Company or the relevant Guarantor, 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 Company or any Guarantor, as applicable, to withhold or deduct an amount on account of Taxes for which the Company or the relevant Guarantor, 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 Company or the
relevant Guarantor by a Holder will be conclusive absent manifest error



80

(f) The Company or the relevant Guarantor, 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, the 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 the Note Guarantees, and the Company or the
relevant Guarantor, as applicable, will indemnify the Holders for any such taxes paid by such Holders.

(g) The obligations under this Section 4.23(g) 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 Company or any Guarantor is organized or any political subdivision or authority or agency thereof or therein.

SECTION 4.24 Maintenance of Properties; Insurance . The Company shall, and shall cause each of the Restricted Subsidiaries to, (a) keep and maintain
all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are reasonable and prudent, as well as such insurance as is required by any Collateral Agreement.

ARTICLE V

Successors

SECTION 5.01 Merger, Consolidation or Sale of Assets . (a) Parent will not directly or indirectly: (1) amalgamate, consolidate or merge with or into
another Person (whether or not Parent 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 Parent 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 Parent ") is (if other than Parent) a Person organized or existing under the laws of a Permitted Jurisdiction so long as, if the
Successor Parent is organized or existing under the laws of a Permitted Jurisdiction other than the Republic of Marshall Islands, the United States of America, any state
of the United States or the District of Columbia, neither the laws of any such jurisdiction nor any such transaction would have a material adverse effect on the rights of
the Holders (including with respect to Collateral);

(2) the Successor Parent (if other than Parent) assumes all the obligations of Parent under the Note Guarantees and the other Obligations under



81

this Indenture and the Collateral Agreements pursuant to a supplemental indenture or an amendment thereto, as applicable;

(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 Parent 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 Parent or any of
the Restricted Subsidiaries as a result of such transaction as having been Incurred by Parent or such Restricted Subsidiary, as the case may be, at the time of the
transaction, Parent or the Successor Parent (if other than Parent) would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Interest Coverage Ratio test set forth in clause (a) of Section 4.08 (" Incurrence of Indebtedness and Issuance of Preferred Stock "); and

(5) the Company delivers to the Trustee an Officers' Certificate and Opinion of Counsel, in each case, stating that such amalgamation, consolidation,
merger or transfer and such supplemental indenture or amendment comply with this covenant.

(b) In addition, the Company will not, directly or indirectly: (1) amalgamate, consolidate or merge with or into another Person (whether or not the
Company 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 Company and the Company 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:

(i) 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 Company ") is a Person organized or existing under the laws of a Permitted Jurisdiction so long as, if the Successor
Company is organized or existing under the laws of a Permitted Jurisdiction other than the Republic of Marshall Islands, the United States of America, any state of the
United States or the District of Columbia, neither the laws of any such jurisdiction nor any such transaction would have a material adverse effect on the rights of the
Holders (including with respect to Collateral);

(ii) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes and the other Obligations under this
Indenture and the Collateral Agreements pursuant to a supplemental indenture or an amendment thereto, as applicable (it being agreed that if the Company merges with
or into Parent, Parent must assume all such obligations of the Company); provided that, if such Person is a limited liability company or a limited partnership, then the
Company or such Person shall have the Notes assumed or



82

issued, on a joint and several basis, with a corporation in which it owns 100% of the Equity Interests;

(iii) immediately before and after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(iv) the Company delivers to the Trustee an Officers' Certificate and Opinion of Counsel, in each case, stating that such amalgamation, consolidation,
merger or transfer and such supplemental indenture or amendment comply with this covenant.

The Successor Parent or Successor Company, as applicable, will be the successor to Parent or the Company, as applicable, and shall succeed to, and be
substituted for and may exercise every right and power of, Parent or the Company, as applicable, under this Indenture.

(c) Parent and the Company will not permit any Guarantor (other than Parent) to sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person other than the Company or another Guarantor, unless:

(i) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(ii) either:

(a) (x) the Guarantor is the surviving Person or (y) the Person acquiring the property in any such sale or disposition or the Person formed by or
surviving any such consolidation or merger is a Person organized or existing under the laws of a Permitted Jurisdiction so long as, if such Person is organized
or existing under the laws of a Permitted Jurisdiction other than the Republic of Marshall Islands, the United States of America, any state of the United States
or the District of Columbia, neither the laws of any such jurisdiction nor any such transaction would have a material adverse effect on the rights of the Holders
(including with respect to Collateral) and such Person assumes all the obligations of that Guarantor under this Indenture and its Note Guarantee pursuant to a
supplemental indenture and amendments to the Collateral Agreements satisfactory to the Trustee; or

(b) the Net Proceeds of such sale or other disposition or consolidation or merger are applied in accordance with the applicable provisions of this
Indenture and the Collateral Agreements,

provided that such sale, transfer, merger or consolidation is subject to compliance with Section 4.19 (" Offer to Repurchase Upon Change of Control "), Section 4.20 ("
Asset Sales Other than a Drilling Unit "), Section 4.21 (" Drilling Unit Sales ") and Section 5.01 (" Merger, Consolidation or Sale of Assets ").



83

SECTION 5.02 Successor Corporation Substituted . Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the properties or assets of Parent, the Company or its Restricted Subsidiaries in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 (" Merger, Consolidation or Sale of Assets ") hereof, the successor Person formed by such consolidation or into or with which Parent, the Company
or Restricted Subsidiaries is or are merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so
that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the
"Parent" or the "Company," as applicable, shall refer instead to the successor Person and not to Parent, the Company or the applicable Restricted Subsidiaries), and may exercise
every right and power of Parent, the Company or Restricted Subsidiaries under this Indenture with the same effect as if such successor Person had been named as Parent,
Company or Restricted Subsidiaries herein; provided , however , that the predecessor Parent, Company or Restricted Subsidiaries shall not be relieved from the obligation to pay
the principal of and interest on the Notes except in the case of a sale of all of Parent's, Company's or the applicable Restricted Subsidiaries' assets in a transaction that is subject
to, and that complies with the provisions of, Section 5.01 (" Merger, Consolidation, or Sale of Assets ") hereof.

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 and continued 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 Parent, the Company or any Guarantor to comply with Section 5.01 (" Merger, Consolidation, or Sale of Assets ");

(4) failure by Parent or any of the Restricted Subsidiaries for 60 days after notice to the Company 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, the Collateral Agreements, the Notes or the Note Guarantees ( provided that, in the case of Section 4.17 (" 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);



84

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by Parent or any of the Restricted Subsidiaries (or the payment of which is guaranteed by Parent 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 million or more;

(6) failure by 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 million, which judgments are not paid, discharged or stayed for a period of 60 days after the due date thereof;

(7) breach by the Company or any Guarantor of any material representation or warranty or agreement in the Collateral Agreements, the repudiation by
the Company or any Guarantor of any of its obligations under the Collateral Agreements or the unenforceability of the Collateral Agreements against the Company or
any Guarantor for any reason;

(8) 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

(9) certain events of bankruptcy or insolvency described in this Indenture with respect to Parent or any Restricted Subsidiary that is a Significant
Subsidiary, or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

SECTION 6.02 Acceleration . In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Parent or any
Restricted Subsidiary, 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




85

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 or any
Collateral Agreement.

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 of a Note 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;



86

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee, and the Trustee has received, 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.

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 or Noteholder Collateral Agent . If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and
is continuing, the Trustee or the Noteholder Collateral Agent may recover judgment (a) in its own name and (b)(1) in the case of the Trustee, as Trustee of an express trust or (2)
in the case the Noteholder Collateral Agent, as collateral agent on behalf of the Holders, in each case against the Company 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, the Noteholder Collateral Agent and their respective
agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name 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



87

the Company 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 Company
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 or the Noteholder Collateral Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, the Noteholder Collateral Agent and their respective agents and counsel) and the Holders of the Notes allowed in any judicial
proceedings relative to the Company (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 or the Noteholder Collateral Agent, 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, the Noteholder Collateral Agent and their respective agents and
counsel, and any other amounts due the Trustee or the Noteholder Collateral Agent under the Collateral Agreements and Section 7.07 (" Compensation and Indemnity ")
hereof. 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 ") hereof 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 or the Noteholder Collateral Agent, as the case may be, 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, the Noteholder Collateral Agent, the Paying Agent and the Registrar for amounts due under Section 7.07 (" Compensation and Indemnity
") hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or the Noteholder Collateral 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



88

Third : to the Company 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 Company 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 or
the Noteholder Collateral Agent, as the case may be, for any action taken or omitted by it as a Trustee or the Noteholder Collateral Agent, 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 or the Noteholder Collateral Agent, as the case may be, a suit by a Holder of a Note pursuant to Section 6.07 (" Rights of Holders to
Receive Payment ") hereof, 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 the Collateral Agreements, 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 Collateral Agreements and the Trustee need
perform only those duties that are specifically set forth in this Indenture and the Collateral Agreements 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, the Notes, the Note Guarantees or the
Collateral Agreements, 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



89

Indenture, the Notes, the Note Guarantees or the Collateral Agreement, as the case may be.

(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 ") hereof; 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 or the Collateral Agreements 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 Company. 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 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.



90

(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 Company will be sufficient if signed by an
Officer of the Company.

(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 Company to cause to be
made any of the payments required to be made to the Trustee, unless a Responsible Officer shall be 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 Company 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.

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 Company or any Affiliate of the Company 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 Sections 7.10 (" Eligibility; Disqualification ") and 7.11 (" Preferential
Collection of Claims Against Company ") hereof.

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, the Collateral Agreements, the Notes, the Note Guarantees or the Collateral, it shall not be accountable for the Company's use of the proceeds from the Notes or any
money paid to the Company or upon the Company'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



91

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 known to the Trustee, the Trustee shall mail to
Holders, with a copy to the Noteholder Collateral Agent, 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 a committee of its Responsible Officers 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) The Company will pay to the Trustee, Noteholder Collateral Agent, Paying Agent and Registrar
(each, an " Indemnified Party ") from time to time reasonable compensation for its acceptance of this Indenture, the Collateral Agreements and services hereunder and
thereunder; provided that the compensation set forth in any written fee agreement executed in connection herewith shall be deemed reasonable. The Trustee's compensation will
not be limited by any law on compensation of a Trustee of an express trust. The Company 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 expenses will include the reasonable compensation,
disbursements and expenses of the Indemnified Party's agents and counsel.

(b) The Company and each Guarantor, 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
or the Collateral Agreements, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and
defending itself against any claim (whether asserted by the Company, the Guarantors, 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 Company promptly of any claim for which it may seek indemnity. Failure by the Indemnified Party to so notify the Company will not relieve
the Company or any of the Guarantors of their obligations hereunder or under the Collateral Agreements. The Company or such Guarantor will defend the claim and the
Indemnified Party will cooperate in the defense. Each Indemnified Party may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel
if (i) the Company 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 Company. Neither the Company nor any



92

Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture and the
termination of the Collateral Agreements or the earlier resignation or removal of such Indemnified Party.

(d) To secure the Company's and the Guarantors' payment obligations in this Section 7.07, each Indemnified Party will have a Lien prior to the Notes on
all money, Collateral or property held or collected by the Trustee, in its capacity as Trustee, or the Noteholder Collateral Agent in its capacity as Noteholder Collateral Agent,
except, in the case of the Trustee, that held in trust to pay principal, premium, if any, and interest on particular Notes pursuant to Article VIII hereof. 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(9) or (10) hereof 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.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. 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 Company in writing and may appoint a
successor Trustee. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 (" Eligibility; Disqualification ") hereof;

(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.



93

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company 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 Company.

(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. 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 and the Collateral
Agreements. 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.

(e) The Company 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 Company
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 Company or the Holders of at least 25% in outstanding principal amount of the Notes may petition any court of
competent jurisdiction 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;
Disqualification ") hereof, 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 Company. 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 ") hereof. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 (" Compensation and Indemnity ") hereof will continue for the benefit of the retiring
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 Company and the Holders. Any such successor must



94

nevertheless be eligible and qualified under the provisions of Section 7.10 (" Eligibility; Disqualification ") hereof.

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 $100.0
million as set forth in its most recent published annual report of condition.

SECTION 7.11 Reserved .

SECTION 7.12 Trustee in Other Capacities; Noteholder Collateral Agent and 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 and
Noteholder Collateral Agent. Without limiting the foregoing, and for the avoidance of doubt, such Sections shall be read to apply to the Noteholder Collateral Agent and the
Collateral Agreements, mutatis mutandis, in addition to this Indenture. The privileges, rights, indemnities, immunities and exculpatory provisions contained in this Indenture,
including its right to be indemnified, shall apply to the Trustee, whether it is acting under this Indenture or the Collateral Agreements, 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.

ARTICLE VIII

Legal Defeasance and Covenant Defeasance

SECTION 8.01 Option to Effect Legal Defeasance or Covenant Defeasance . The Company may at any time, at the option of the Board of Directors of
Parent evidenced by a resolution set forth in an Officers' Certificate, elect to have either Section 8.02 (" Legal Defeasance and Discharge ") or 8.03 (" Covenant Defeasance ")
hereof 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 Company's exercise under Section 8.01 (" Option to Effect Legal Defeasance or Covenant
Defeasance ") hereof of the option applicable to this Section 8.02 (" Legal Defeasance and Discharge "), the Company and each of the Guarantors will, subject to the satisfaction
of the conditions set forth in Section 8.04 (" Conditions to Legal or Covenant Defeasance ") hereof, be deemed to have been discharged from their obligations with respect to all



95

outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, " Legal Defeasance "). For this purpose, "Legal
Defeasance" means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including
the Note Guarantees), which will 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 ") hereof 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, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following provisions which will 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 ") hereof;

(2) the Company's obligations with respect to the Notes under Article II and Section 4.02 (" Maintenance of Office or Agency ") hereof 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 Company's and the Guarantors' obligations in connection therewith; and

(4) Section 8.02 (" Legal Defeasance and Discharge ") of this Indenture.

Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.02 (" Legal Defeasance and Discharge ")
notwithstanding the prior exercise of its option under Section 8.03 (" Covenant Defeasance ") hereof.

SECTION 8.03 Covenant Defeasance . Upon the Company's exercise under Section 8.01 (" Option to Effect Legal Defeasance or Covenant Defeasance
") hereof of the option applicable to this Section 8.03 (" Covenant Defeasance "), the Company and each of the Guarantors will, subject to the satisfaction of the conditions set
forth in Section 8.04 (" Conditions to Legal or Covenant Defeasance ") hereof, 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 "), 4.14 (" Additional Note Guarantees "), 4.17 (" Reports "), 4.19 (" Offer to Repurchase Upon
Change of Control "), 4.20 (" Asset Sales Other than a Drilling Unit "),




96

4.21 (" Drilling Unit Sales ") and 4.22 (" Impairment of Security Interest ") and clause (4) of Section 5.01 (" Merger, Consolidation or Sale of Assets ") and Article XII 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 ") hereof are satisfied
(hereinafter, " Covenant Defeasance "), and the Notes will 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 will continue to be deemed "outstanding" for all other purposes hereunder. For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the 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 ") hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01 (" Option to Effect Legal Defeasance or Covenant Defeasance ") hereof of the option
applicable to this Section 8.03 (" Covenant Defeasance "), subject to the satisfaction of the conditions set forth in Section 8.04 (" Conditions to Legal or Covenant Defeasance ")
hereof, Sections 6.01(3) through 6.01(8) (" Events of Default ") hereof 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 ") hereof:

(1) the Company must irrevocably deposit with the Paying Agent, in trust, for the benefit of the Holders of the Notes, 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 payment thereof or on the applicable Redemption Date, as the case may be,
and the Company 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 Company must deliver to the Trustee, Registrar and Paying Agent an Opinion of United States Counsel
confirming that (a) the Company 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



97

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 Company must deliver to the Trustee, Registrar and Paying Agent an Opinion of United States Counsel
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 Company or any Guarantor is a party or by which the Company 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 Parent or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must deliver to the Trustee, Registrar and Paying Agent an Officers' Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any
creditors of the Company, any Guarantor or others; and

(7) the Company 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.

If the funds deposited with the Paying Agent to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the obligations of the
Company and the Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.

SECTION 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions . Subject to Section 8.06 ("
Repayment to Company ") hereof, 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, the " Trustee ") pursuant to Section 8.04 (" Conditions to Legal or Covenant Defeasance ") hereof in respect of the outstanding Notes
will be (i) held in trust,



98

(ii) at the written direction of the Company, 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 Company 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 Company 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 ") hereof 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 Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided in Section 8.04 (" Conditions to Legal or Covenant Defeasance ") hereof 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 ") hereof), 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 Company . Subject to any unclaimed property law, any money deposited with the Trustee or any Paying Agent, or then
held by the Company, 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 Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of
such Note will thereafter be permitted to look only to the Company 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 Company as Trustee thereof, will 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 Company 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 will 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 Company.

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 ") hereof, 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 Company's and the Guarantors' obligations under this Indenture and




99

the Notes and the 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 ") hereof 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 ") hereof, as the case may be; provided , however , that, if the Company makes any payment of principal of, premium, if any, or
interest on, any Note following the reinstatement of its obligations, the Company 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 . Notwithstanding Section 9.02 (" With Consent of Holders ") of this Indenture, the Company, the
Guarantors and the Trustee and, if any amendment relates to any Collateral Agreement, the Noteholder Collateral Agent, may amend or supplement this Indenture, the Notes, the
Note Guarantees and any of the Collateral Agreements without the consent of any Holder:

(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 Company's or a Guarantor's obligations to Holders and Note Guarantees in the case of a merger or consolidation
or sale of all or substantially all of the Company'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;

(5) to conform the text of this Indenture, the Collateral Agreements, the Notes or the 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, in a provision
of this Indenture, the Collateral Agreements, the Notes or the 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 and the Collateral Agreements of a successor Trustee or
Noteholder Collateral Agent;



100

(7) to make any other provisions with respect to matters or questions arising under this Indenture, the Collateral Agreements, the Notes or the Note
Guarantees; provided that the actions pursuant to this clause will not adversely affect the interests of the Holders of the Notes in any material respect, as determined in
good faith by the Company;

(8) to enter into additional or supplemental Collateral Agreements, including to add Note Guarantees with respect to the Notes or additional assets as
Collateral to secure the Notes and the Note Guarantees;

(9) to release Collateral or any Note Guarantee when permitted or required by this Indenture or the Collateral Agreements;

(10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;

(11) to enter into, and to perfect security interests and Liens granted therein, the Collateral Agreements and transactions contemplated thereby respecting
the registration and mortgaging of Drilling Units; or

(12) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the Issue Date
respecting Drilling Units, Drilling Contracts and other Collateral.

Upon the request of the Company 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 ") hereof, the Trustee will join with the Company and the
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 . Except as provided in Section 9.01 (" Without Consent of Holders ") and in this Section 9.02, this Indenture,
the Notes, the Note Guarantees and any of the Collateral Agreements 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, the Note Guarantees or any Collateral Agreement 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, Notes). Section 2.08 (" Outstanding Notes ") and Section 2.09 (" Treasury Notes ") hereof shall determine which Notes are
considered to be "outstanding" for purposes of this Section 9.02.



101

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 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 provisions relating to the covenants described above under Sections 3.07 (" Optional Redemption "), 3.08 (" Optional Redemption for Changes in Withholding
Taxes "), 3.09 (" Mandatory Redemption Upon Total Loss of a Drilling Unit "), 4.19 (" Offer to Repurchase Upon Change of Control "), 4.20 (" Asset Sales Other than
a Drilling Unit ") and 4.21 (" Drilling Unit 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 or repurchase payment with respect to any Note (other than a payment required by one of the covenants described above under
Sections 3.07 (" Optional Redemption "), 3.08 (" Optional Redemption for Changes in Withholding Taxes "), 3.09 (" Mandatory Redemption Upon Total Loss of a
Drilling Unit "), 4.19 (" Offer to Repurchase Upon Change of Control "), 4.21 (" Asset Sales Other than a Drilling Unit ") and 4.20 (" Drilling Unit Sales ") to the
extent the conditions requiring such redemption or repayment in effect prior to such waiver have not yet been triggered or satisfied);



102

(9) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(10) make any change in the preceding amendment and waiver provisions.

Notwithstanding the foregoing, the consent of Holders representing at least two-thirds of outstanding Notes will be required to release all or substantially all of the Collateral
other than in accordance with this Indenture and the Collateral Agreements.

The consent of Holders is not necessary under this Indenture to approve the particular form of any proposed amendment; provided that such consent approves
the substance of any such proposed amendment.

The Trustee and the Noteholder Collateral Agent 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 Reserved .

SECTION 9.04 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 Company 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 at such Record Date (or their duly
designated proxies), and only those Persons, shall be entitled to consent to such amendment or waiver or to revoke any consent previously given, whether or not such Persons
continue to be Holders after such Record Date.

SECTION 9.05 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 Company 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.



103



SECTION 9.06 Trustee and Noteholder Collateral Agent to Sign Amendments, Etc . The Trustee and/or the Noteholder Collateral Agent will 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 and/or the Noteholder Collateral Agent. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves
it. In executing any amended or supplemental indenture, the Trustee and/or the Noteholder Collateral Agent, as the case may be, will be entitled to receive and (subject to
Section 7.01 (" Duties of Trustee ") hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.02 (" Certificate and Opinion as to
Conditions Precedent ") hereof, 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 Company 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 . This Indenture, and the rights of the Trustee and the Holders under the Collateral Agreements will be
discharged and will cease to be of further effect as to all Notes 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 Company, 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 by reason of the mailing of a notice of
redemption or otherwise or will become due and payable within one year and the Company 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 to the date of maturity or redemption;

(2) in respect of Section 10.01(1)(B), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or



104

Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the
granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor is a party or by which the Company 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 Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4) Parent or the Company 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.

In addition, the Parent 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.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section 10.01, the provisions of Sections 10.02 (" Application of Trust Money ") and 8.06 (" Repayment to Company ") hereof will survive. In addition, nothing in this Section
10.01 will be deemed to discharge those provisions of Section 7.07 (" Compensation and Indemnity ") hereof, 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 ") hereof, all money deposited with the Trustee pursuant to Section 10.01 (" Satisfaction and Discharge ") hereof 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 Company 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 ")
hereof 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 Company'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



105

Section 10.01 (" Satisfaction and Discharge ") hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on, any Notes because of
the reinstatement of its obligations, the Company 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 Guarantee . (a) Subject to this Article XI, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally
guarantees on a senior secured basis to the extent, with respect to security, set forth in Article XII and the Collateral Agreements, to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and the Noteholder Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes, the Collateral Agreements or the obligations of the Company hereunder or thereunder, that:

(1) the principal of, premium, if any, and interest on, the Notes will 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
Company to the Holders or the Trustee and the Noteholder Collateral Agent hereunder or thereunder or under any Collateral Agreement will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will 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, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes,
any Collateral Agreement 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 Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note



106

Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c) If any Holder, the Noteholder Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any
custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee, the Noteholder
Collateral Agent or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) Each Guarantor agrees that it will 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. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Noteholder
Collateral Agent and the Trustee, on the other hand, (1) 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, and (2) 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) will forthwith become due and payable
by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 . Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention
of all such parties that the Note Guarantee of such Guarantor 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 Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, 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 (other than Parent) 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 before or after giving effect to such transaction) Parent or a Restricted Subsidiary, if the sale or other disposition is
conducted in accordance with Section 4.20 (" Asset Sales



107

Other than a Drilling Unit "), Section 4.21 (" Drilling Unit Sales ") or Article V of this Indenture and complies with the Collateral Agreements;

(2) in connection with any sale or other disposition of Capital Stock of that Guarantor following which such Guarantor is no longer a Subsidiary of
Parent, if the sale or other disposition is conducted in accordance with Section 4.20 (" Asset Sales Other than a Drilling Unit "), Section 4.21 (" Drilling Unit Sales ") or
Article V of this Indenture and complies with the Collateral Agreements;

(3) if Parent designates any Restricted Subsidiary that is a Guarantor to be 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 "); or

(5) in the case of any Guarantor that is not a Company Subsidiary Guarantor, upon the contemporaneous release or discharge of all guarantees and
pledges by such Guarantor that would have required such Guarantor to guarantee the Notes pursuant to Section 4.14 (" Additional Note Guarantees ") or release by or
as a result of payment in full by such Guarantor under such guarantee or pledge.

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.04 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

Security

SECTION 12.01 Grant of Security Interests . (a) The Company and the Guarantors:

(1) shall grant a security interest in the Collateral as set forth in the Collateral Agreements to the Noteholder Collateral Agent for the benefit of the
Holders, the Noteholder Collateral Agent and the Trustee, to secure the due and punctual payment of the principal of, premium and Additional Amounts, if any, and
interest on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether at Stated Maturity thereof, on
an Interest Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the
extent permitted by law), if any, on, the Notes and the performance of all other Obligations of the Company and the



108

Guarantors to the Holders, the Noteholder Collateral Agent and the Trustee under this Indenture, the Collateral Agreements, the Note Guarantees and the Notes, subject
to any Permitted Liens;

(2) hereby covenant (A) to perform and observe their obligations under the Collateral Agreements and (B) take any and all commercially reasonable
actions (including without limitation the covenants set forth in Section 4.22 (" Impairment of Security Interest ") and in this Article) required to cause the Collateral
Agreements to create and maintain, as security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Note Guarantees valid and
enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Noteholder Collateral Agent,
superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein or
therein;

(3) shall warrant and defend the title to the Collateral against the claims of all persons, subject to any Permitted Liens; and

(4) shall do or cause to be done, at their sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions
of the Collateral Agreements, to confirm to the Noteholder Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral
Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees
secured hereby, according to the intent and purpose herein and therein expressed.

(b) Each Holder, by its acceptance of a Note:

(1) appoints the Noteholder Collateral Agent to act as its agent (and by its signature below, the Noteholder Collateral Agent accepts such appointment);
and

(2) consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, supplemented or otherwise
modified from time to time in accordance with their respective terms, and authorizes and directs the Noteholder Collateral Agent to enter into the Collateral Agreements
and to perform its obligations and exercise its rights thereunder in accordance therewith. It is expressly acknowledged and agreed that, in doing so, the Noteholder
Collateral Agent is not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any
purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, or pursuant to, the Collateral Agreements or any
other document purporting to create a security interest in favor of the Noteholder Collateral Agent, the Noteholder Collateral Agent shall have all of the rights,
immunities, indemnities and other protections



109

granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).

(c) The Trustee, at the direction of the Holders, will determine the circumstances and manner in which the Collateral will be disposed of, including, but
not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Collateral Agreements and whether to foreclose on the
Collateral following a Default or Event of Default.

SECTION 12.02 Recording and Opinions . (a) The Company shall, and shall cause each of the Guarantors to, at their sole cost and expense, take or
cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Collateral Agreements), maintain (with the priority required under
the Collateral Agreements), preserve and protect the security interests in the Collateral granted by the Collateral Agreements, including (i) the filing of financing statements,
continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect
fully the rights of the Holders, the Noteholder Collateral Agent, and the Trustee under this Indenture and the Collateral Agreements to all property comprising the Collateral
pursuant to the terms of the Collateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Collateral Agreements,
duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all
financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Collateral Agreements and any
amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. Neither the Company nor any Guarantor will be permitted to 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 Noteholder Collateral Agent, the Trustee or the Holders except as expressly set forth herein or in any Collateral Agreement.

(b) If property of a type constituting Collateral is acquired by the Company or any Company Subsidiary Guarantor that is not automatically subject to a
Lien or perfected security interest under the Collateral Agreements or if there is a new Company Subsidiary Guarantor, then the Company or such Company Subsidiary
Guarantor will, as soon as practicable after such property's acquisition or such Subsidiary becoming a Company Subsidiary Guarantor and in any event within 10 Business Days,
grant Liens having first priority on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Noteholder Collateral
Agent and deliver certain certificates (including in the case of real property title insurance) in respect thereof as required by this Indenture or the Collateral Agreements and take
all necessary steps to perfect the security interest represented by such Liens as required by the Collateral Agreements.

(c) The Company shall furnish to the Trustee and the Noteholder Collateral Agent prompt written notice of any change (i) in the legal name of Parent,
the



110

Company or any Company Subsidiary Guarantor, as set forth in its organizational documents, (ii) in the jurisdiction of organization or the form of organization of Parent, the
Company or any Company Subsidiary Guarantor (including as a result of any merger or consolidation), or (iii) in the organizational identification number, if any, or, with respect
to Parent, the Company or any Company Subsidiary Guarantor organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform
Commercial Code financing statement, the Federal Taxpayer Identification Number of such person. The Company shall not effect or permit any change referred to in the
preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Noteholder Collateral Agent to continue
at all times following such change to have a valid, legal and perfected security interest in all the Collateral.

(d) The Company shall furnish to the Trustee and the Noteholder Collateral Agent (if other than the Trustee), on or within one month of December 31 of
each year, commencing December 31, 2012, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the
perfection of the security interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are
given have been taken or (2) stating that, in the Opinion of such Counsel, no such action is necessary to perfect or continue the perfection of any security interest created under
any of the Collateral Agreements.

(e) Neither the Trustee nor the Noteholder Collateral Agent shall be responsible for the existence, genuineness or value of any of the Collateral or for the
validity, perfection, priority or enforceability of the Liens on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part
hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee or the Noteholder Collateral Agent, for the
validity or sufficiency of the Collateral, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments
or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Neither the Trustee nor the Noteholder Collateral Agent shall have any responsibility for
recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to
otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Collateral Agreements or otherwise (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 Collateral Agreement) and such responsibility shall be solely
that of the Grantors.



111

SECTION 12.03 Release of Collateral . (a) The Company and the Guarantors will be entitled to releases of assets included in the Collateral from the
Liens securing Obligations under this Indenture under any one or more of the following circumstances:

(1) upon the full and final payment and performance of all Obligations of the Company and the Guarantors under the Notes, this Indenture, the Note
Guarantees and the Collateral Agreements;

(2) with respect to any asset constituting Collateral (other than the Capital Stock of the Company), if such Collateral is sold or otherwise disposed of in
accordance with the terms of Section 4.20 (" Asset Sales Other than a Drilling Unit ") and Section 4.21 (" Drilling Unit Sales ") and the Collateral Agreements (other
than the provisions thereof relating to the future use of the proceeds of such sale or other disposition) and the Company has delivered to the Noteholder Collateral Agent
an Officers' Certificate and Opinion of Counsel reasonably acceptable to the Trustee (with customary assumptions and qualifications for such types of opinion)
certifying to such effect; provided that (a) any cash received from a disposition of Collateral will be required to be deposited in a deposit account controlled by the
Company and held as Collateral subject to the Liens under the Collateral Agreements pending its application or use in compliance with Section 4.20 (" Asset Sales
Other than a Drilling Unit ") and Section 4.21 (" Drilling Unit Sales ") and, from such deposit account, Parent, the Company or any Company Subsidiary Guarantor
may withdraw funds to deploy the proceeds of an Asset Sale in compliance with Section 4.20 ( "Asset Sales Other than a Drilling Unit" ); and (b) 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 substantially
simultaneously with such sale, in accordance with the requirements set forth in this Indenture and the Collateral Agreements;

(3) upon legal or covenant defeasance or satisfaction and discharge of the Notes as provided in Sections 8.02, 8.03 and 10.01 (" Legal Defeasance and
Discharge ," " Covenant Defeasance " and " Satisfaction and Discharge ," respectively); or

(4) if any Guarantor is released from its Note Guarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to
be a Restricted Subsidiary), that Guarantor's assets will also be released from the Liens securing its Note Guarantee and the other Obligations.

(b) Upon receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Company or the Guarantors, as the case
may be, the Noteholder Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released
pursuant to this Indenture or the Collateral Agreements.



112

(c) The release of any Collateral from the terms of the Collateral Agreements shall not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture and the Collateral Agreements.

SECTION 12.04 Form and Sufficiency of Release . In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or
proposes to sell, exchange or otherwise dispose of any portion of the Collateral that may be sold, exchanged or otherwise disposed of by the Company or any Guarantor to any
Person other than the Company or a Guarantor, and the Company or any Guarantor requests in writing that the Noteholder Collateral Agent furnish a written disclaimer, release
or quitclaim of any interest in such property under this Indenture and the Collateral Agreements, the Noteholder Collateral Agent shall execute, acknowledge and deliver to the
Company or such Guarantor (in proper form prepared by the Company or such Guarantor) such an instrument without representation or warranty promptly after satisfaction of
the conditions set forth herein for delivery of any such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be
released herefrom shall be entitled to rely upon any release executed by the Noteholder Collateral Agent hereunder as sufficient for the purpose of this Indenture and as
constituting a good and valid release of the property therein described from the Lien of this Indenture or of the Collateral Agreements.

SECTION 12.05 Authorization of Actions to be Taken by the Noteholder Collateral Agent Under the Collateral Agreements . Subject to the provisions
of the applicable Collateral Agreements, the Trustee and each Holder, by acceptance of any Notes agrees that (a) the Noteholder Collateral Agent shall execute and deliver the
Collateral Agreements, and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof, (b) the Noteholder Collateral Agent may,
in its sole discretion and without the consent of the Trustee or the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the
Collateral Agreements and (ii) collect and receive any and all amounts payable in respect of the Obligations of the Company and the Guarantors hereunder and under the Notes,
the Note Guarantees and the Collateral Agreements and (c) the Noteholder Collateral Agent shall have power to institute and to maintain such suits and proceedings as it may
deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Collateral Agreements or this Indenture, and suits and
proceedings as the Noteholder Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders in the Collateral
(including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or
be prejudicial to the interests of the Noteholder Collateral Agent, the Holders or the Trustee). Notwithstanding the foregoing, the Noteholder Collateral Agent may, at the
expense of the Company, request the direction of the Holders with respect to any such actions and upon receipt of the written consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes, shall take such actions.




113



SECTION 12.06 Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements . The Noteholder Collateral Agent is authorized to
receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Agreements, as applicable, for turnover to the Trustee to make further
distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 (" Priorities ") and the other provisions of this Indenture.

SECTION 12.07 Replacement of Noteholder Collateral Agent . (a) A resignation or removal of the Noteholder Collateral Agent and appointment of a
successor Noteholder Collateral Agent will become effective only upon the successor Noteholder Collateral Agent's acceptance of appointment as provided in this Section 12.07.

(b) The Noteholder Collateral Agent may resign in writing at any time and be discharged from its duties and obligations hereby created by so notifying
the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Noteholder Collateral Agent by so notifying the
Noteholder Collateral Agent and the Company in writing and may appoint a successor Noteholder Collateral Agent. The Company may remove the Noteholder Collateral Agent
if:

(1) the Noteholder Collateral Agent fails to comply with Section 7.10 (" Eligibility; Disqualification ") hereof, with references to the "Trustee" therein
being replaced by references to the "Noteholder Collateral Agent";

(2) the Noteholder Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Noteholder Collateral
Agent under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Noteholder Collateral Agent or its property;

(4) the Noteholder Collateral Agent becomes incapable of acting; or

(5) the Noteholder Collateral Agent has or acquires a conflict of interest that is not eliminated.

(c) If the Noteholder Collateral Agent resigns or is removed or if a vacancy exists in the office of Noteholder Collateral Agent for any reason, the
Company will promptly appoint a successor Noteholder Collateral Agent. Within one year after the successor Noteholder Collateral Agent takes office, the Holders of a
majority in aggregate principal amount of the then outstanding Notes may appoint a successor Noteholder Collateral Agent to replace the successor Noteholder Collateral Agent
appointed by the Company.

(d) A successor Noteholder Collateral Agent shall deliver a written acceptance of its appointment to the retiring Noteholder Collateral Agent and to the
Company. Thereupon the resignation or removal of the retiring Noteholder Collateral



114

Agent shall become effective, and the successor Noteholder Collateral Agent shall have all the rights, powers and duties of the Noteholder Collateral Agent under this Indenture
and the Collateral Agreements. The successor Noteholder Collateral Agent shall mail a notice of any succession to Holders. The retiring Noteholder Collateral Agent shall
promptly transfer all property held by it as Noteholder Collateral Agent to the successor Noteholder Collateral Agent, provided that all sums owing to the Noteholder Collateral
Agent hereunder have been paid and subject to the Lien provided for in Section 7.07.

(e) The Company covenants that, in the event of the Noteholder Collateral Agent giving reasonable notice pursuant to this Section 12.07, it shall use its
best efforts to procure a successor Noteholder Collateral Agent to be appointed. If a successor Noteholder Collateral Agent is not appointed and does not take office within 30
days after the retiring Noteholder Collateral Agent resigns or is removed, the Company may appoint a successor Noteholder Collateral Agent at any time prior to the date on
which a successor Noteholder Collateral Agent takes office. If a successor Noteholder Collateral Agent does not take office within 60 days after the retiring Noteholder
Collateral Agent resigns or is removed, the retiring Noteholder Collateral Agent, the Company or the Holders of at least 25% in outstanding principal amount of the Notes may
petition any court of competent jurisdiction for the appointment of a successor Noteholder Collateral Agent.

(f) If the Noteholder Collateral Agent, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section
7.10 (" Eligibility; Disqualification ") hereof, with references to the "Trustee" therein being replaced by references to the "Noteholder Collateral Agent", such Holder may
petition any court of competent jurisdiction for the removal of the Noteholder Collateral Agent and the appointment of a successor Noteholder Collateral Agent.

(g) A successor Noteholder Collateral Agent will deliver a written acceptance of its appointment to the retiring Noteholder Collateral Agent and to the
Company. Thereupon, the resignation or removal of the retiring Noteholder Collateral Agent will become effective, and the successor Noteholder Collateral Agent will have all
the rights, powers and duties of the Noteholder Collateral Agent under this Indenture. The successor Noteholder Collateral Agent will mail a notice of its succession to
Holders. The retiring Noteholder Collateral Agent will promptly transfer all property held by it as Noteholder Collateral Agent to the successor Noteholder Collateral Agent;
provided all sums owing to the Noteholder Collateral Agent hereunder have been paid and subject to the Lien provided for in Section 7.07 (" Compensation and Indemnity ")
hereof. Notwithstanding replacement of the Noteholder Collateral Agent pursuant to this Section 12.07, the Company's obligations under Section 7.07 (" Compensation and
Indemnity ") hereof will continue for the benefit of the retiring Noteholder Collateral Agent.

SECTION 12.08 Further Assurances . (a) Neither the Company nor any Guarantor will 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 Notes, (ii) solely with respect
to the sale of Collateral subject to a Permitted Equipment Lien, the agreements governing



115

Indebtedness secured by such Permitted Equipment Lien or (iii) otherwise as may be permitted or required by this Indenture and the Collateral Agreements.

(b) To the extent that any Assignments, Mortgage, instrument or other document is required to be delivered to create, give effect to or perfect the Liens,
the Company and the Guarantors will be required to use their commercially reasonable efforts to deliver such Assignments, Mortgages, instrument and/or other documents as
soon as possible but in no event later than 30 days following the Issue Date or, if an asset is acquired or delivered after the Issue Date, not later than 10 Business Days after such
acquisition or delivery date.

(c) Parent and the Company shall, and the Company shall cause any Company Subsidiary Guarantor to, at its sole cost and expense, (i) at the request of
the Noteholder Collateral Agent, acting at the direction of the Noteholders or the Trustee, execute and deliver all such agreements and instruments and take all further action as
may be reasonably necessary or desirable to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral
Agreements; and (ii) at the request of the Noteholder Collateral Agent, acting at the direction of the Noteholders or the Trustee, file any such notice filings or other agreements
or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements. In addition, the Ship Mortgages will
contain customary mortgagor representations and covenants, as applicable, relating to certain maritime liens, chartering, use and maintenance, class record inspection, insurance
and vessel management.

(d) In addition, if Parent, the Company or any Company Subsidiary Guarantor becomes organized, through a merger or otherwise, in a jurisdiction other
than the Republic of Marshall Islands, the United States of America, any state of the United States or the District of Columbia, then Parent, the Company and such Company
Subsidiary Guarantor shall take all further action to continue and maintain the Noteholder Collateral Agent's first-priority perfected security interest in the Collateral.

SECTION 12.09 Noteholder Collateral Agent .

(a) The provisions of this Section 12.09 are solely for the benefit of the Noteholder Collateral Agent and none of the Trustee, any of the Holders, the
Company nor any of the Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the
Noteholder Collateral Agent in accordance with the provisions of this Indenture and the Collateral Agreements, and the exercise by the Noteholder Collateral Agent of any rights
or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture
and the Collateral Agreements, the duties of the Noteholder Collateral Agent shall be ministerial and administrative in nature, and the Noteholder Collateral Agent shall not have
any duties or responsibilities, except those expressly set forth herein and in the other documents to which the Noteholder Collateral Agent is a party, nor shall the Noteholder
Collateral Agent have or be deemed to have any trust or other fiduciary relationship with



116

the Trustee, any Holder, the Company or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture
and the Collateral Agreements or otherwise exist against the Noteholder Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent"
in this Indenture with reference to the Noteholder Collateral Agent 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties.

(b) The Noteholder Collateral Agent may perform any of its duties under this Indenture and the Collateral Agreements by or through receivers, agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully
protected in taking action in reliance upon, any advice or opinion given by legal counsel. The Noteholder Collateral Agent shall not be responsible for the negligence or willful
misconduct of any receiver, agent, employee or attorney-in-fact that it selects as long as such selection was made in good faith.

(c) None of the Noteholder Collateral Agent or any of its respective agents, employees, or attorneys-in-fact shall (i) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction in a final and non-appealable decision) or under or in connection with any Collateral Agreements or the transactions
contemplated thereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision), or
(ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any
Guarantor or Affiliate of any Guarantor, or any Officer thereof, contained in this Indenture or the Collateral Agreements, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Noteholder Collateral Agent under or in connection with, this Indenture or the Collateral Agreements, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Indenture or the Collateral Agreements, or for any failure of the Company or any Guarantor or any other party to
this Indenture or the Collateral Agreements to perform its obligations hereunder or thereunder. None of the Noteholder Collateral Agent or any of its respective agents,
employees, or attorneys-in-fact shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance by the Company or any
Guarantor of any of the agreements contained in, or conditions of, this Indenture or the Collateral Agreements or to inspect the properties, books, or records of the Company or
any Guarantor or any of their respective Affiliates.

(d) The Noteholder Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or
e-mail)



117

believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including,
without limitation, counsel to the Company or any Guarantor), independent accountants and other experts and advisors selected by the Noteholder Collateral Agent. The
Noteholder Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, or other paper or document. The Noteholder Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Indenture or the Collateral Agreements in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a
majority in aggregate principal amount of the then outstanding Notes.

(e) The Noteholder Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the
Noteholder Collateral Agent shall have received written notice from the Trustee or the Company referring to this Indenture, describing such Default or Event of Default and
stating that such notice is a "notice of default." The Noteholder Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by
the Trustee in accordance with Article 6 hereof or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 12.09).

(f) The Noteholder Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is
owned by the Company or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Noteholder Collateral Agent's Liens have been properly or
sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or any portion of the Company
or any Guarantor's property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Agreements has been properly and completely listed
or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any
duty of care, disclosure, or fidelity, or to continue exercising, any of the discretionary rights, authorities and powers granted or available to the Noteholder Collateral Agent
pursuant to this Indenture or any Collateral Agreement other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the
Notes or as otherwise provided in the Collateral Agreements.

(g) No provision of this Indenture or any Collateral Agreement shall require the Noteholder Collateral Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the
request or direction of Holders or the Trustee if it shall not have received indemnity from the Holders satisfactory to the Noteholder Collateral Agent against potential costs and
liabilities incurred by the Noteholder Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture or the Collateral Agreements, in the
event the Noteholder Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or



118

possession of the Collateral, the Noteholder Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of
any property under the mortgages or take any such other action if the Noteholder Collateral Agent has determined that the Noteholder Collateral Agent may incur personal
liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Noteholder Collateral Agent has received
security or indemnity from the Holders in an amount and in a form all satisfactory to the Noteholder Collateral Agent in its sole discretion, protecting the Noteholder Collateral
Agent from all such liability. The Noteholder Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any
indemnity, security or undertaking from the Company or the Holders to be sufficient.

(h) The Noteholder Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Indenture and the
Collateral Agreements or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of
competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the
Noteholder Collateral Agent may agree in writing with the Company (and money held in trust by the Noteholder Collateral Agent need not be segregated from other funds
except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete
authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such
counsel. The grant of permissive rights or powers to the Noteholder Collateral Agent shall not be construed to impose duties to act.

ARTICLE XIII

Miscellaneous

SECTION 13.01 Notices . Any notice or communication by the Company, any Guarantor, the Trustee or the Noteholder Collateral Agent 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 Company and/or any Guarantor:
Drill Rigs Holdings Inc.

c/o Ocean Rig UDW Inc.
Tribune House
10 Skopa Street
Nicosia, Cyprus
Attention: Mr. Savvas Georghiades
Facsimile: +357 2276 1542
+357 2276 0128

119

The Company, 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;


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:

U.S. Bank National Association
100 Wall Street, Suite 1600
New York, New York 10005
Attention: Corporate Trust Services
Facsimile: (212) 361-5217

If to the Noteholder Collateral Agent:

Deutsche Bank Trust Company Americas
Trust and Agency Services
60 Wall Street, 27th Floor
Mail Stop: NYC60-2710
New York, New York 10005
USA
Attn: Corporate Team, Drill Rigs Holdings
Facsimile No.: (732) 578-4635

With a copy to:

Deutsche Bank National Trust Company
for Deutsche Bank Trust Company Americas
Trust and Agency Services
100 Plaza One 6th Floor
MSJCY03-0699
Jersey City, NJ 07311-3901
USA
Attn: Corporate Team, Drill Rigs Holdings
Facsimile No.: (732) 578-4635


120

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.

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 Company 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. So long as the Notes are traded on the Global Exchange Market and the rules and regulations of the Irish Stock
Exchange so require, all notices to Holders will also be published in The Irish Times or in another daily newspaper published in Ireland approved by the trustee or on the website
of the Irish Stock Exchange.

Any Holder may obtain a copy of this Indenture and the Collateral Agreements without charge by writing to the Company at: Drill Rigs Holdings Inc., c/o
Ocean Rig UDW Inc., 10 Skopa Street, Tribune House, 2nd Floor, Office 202, CY 1075, Nicosia, Cyprus; Attention: Savvas Georghiades.

SECTION 13.02 Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Company to the Trustee or the Noteholder
Collateral Agent, as the case may be, to take any action under this Indenture or any Collateral Agreement, the Company shall furnish to the Trustee or the Noteholder Collateral
Agent, as the case may be:

(1) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee or the Noteholder Collateral Agent, as the case may be (which
must include the statements set forth in Section 13.03 (" Statements Required in Certificate or Opinion ") hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture or any Collateral Agreement 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 13.03 ("
Statements Required in Certificate or Opinion ") hereof) stating



121

that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 13.03 Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture or any Collateral Agreement 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 13.04 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 13.05 No Personal Liability of Directors, Officers, Employees and Stockholders . No present, past or future director, officer, employee,
incorporator or stockholder of Parent or any Restricted Subsidiary, as such, will have any liability for any obligations of Parent or any Restricted Subsidiary under the Notes, this
Indenture or the Note Guarantees, the Collateral Agreements 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 the Federal securities laws.

SECTION 13.06 Governing Law . THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES, THE COLLATERAL AGREEMENTS AND THE
RIGHTS AND DUTIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

The Company and 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.



122

SECTION 13.07 No Adverse Interpretation of Other Agreements . This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.08 Successors . All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee and
the Noteholder Collateral Agent in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise
provided in Section 11.05 (" Releases ") hereof.

SECTION 13.09 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 13.10 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.

SECTION 13.11 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 13.12 Prescription . Claims against the Company 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 13.13 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 Company and each Guarantor 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 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 13.14 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



123

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]




124

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.






[Signature Page to Indenture]


DRILL RIGS HOLDINGS INC., as the Company


By: /s/ Jan Rune Steinsland
Name: Jan Rune Steinsland
Title: President


OCEAN RIG UDW INC., as Parent and as a Guarantor


By: /s/ George Economou
Name: George Economou
Title: Chief Executive Officer



125



[Signature Page to Indenture]


OCEAN RIG 1 INC., as Guarantor

By: /s/ Jan Rune Steinsland
Name: Jan Rune Steinsland
Title: President


OCEAN RIG 2 INC., as Guarantor

By: /s/ Jan Rune Steinsland
Name: Jan Rune Steinsland
Title: President


OCEAN RIG 1 SHAREHOLDERS INC., as Guarantor

By: /s/ Jan Rune Steinsland
Name: Jan Rune Steinsland
Title: President


OCEAN RIG 2 SHAREHOLDERS INC., as Guarantor

By: /s/ Jan Rune Steinsland
Name: Jan Rune Steinsland
Title: President


OCEAN RIG 1 GREENLAND OPERATIONS INC., as Guarantor

By: /s/ Jan Rune Steinsland
Name: Jan Rune Steinsland
Title: President


OCEAN RIG FALKLAND OPERATIONS INC., as Guarantor

By: /s/ Jan Rune Steinsland
Name: Jan Rune Steinsland
Title: President









[Signature Page to Indenture]


DRILL RIGS OPERATIONS INC., as Guarantor


By: /s/ Jan Rune Steinsland
Name: Jan Rune Steinsland
Title: President


OCEAN RIG EG OPERATIONS INC., as Guarantor


By: /s/ Jan Rune Steinsland
Name: Jan Rune Steinsland
Title: President


OCEAN RIG NORWAY OPERATIONS INC., as Guarantor


By: /s/ Eleni Papapetrou
Name: Eleni Papapetrou
Title: President









[Signature Page to the Indenture]


U.S. BANK NATIONAL ASSOCIATION, as Trustee


By: /s/ John J. Doherty
Name: John J. Doherty
Title: Vice President


DEUSTCHE BANK TRUST COMPANY AMERICAS, as Noteholder Collateral Agent, Registrar
and Paying Agent


By: Deutsche Bank National Trust Company


By: /s/ Jacqueline Bartnick
Name: Jacqueline Bartnick
Title: Director


By: /s/ Annie Jaghatspanyan
Name: Annie Jaghatspanyan
Title: Vice President




EXHIBIT A


[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]


[Face of Rule 144A/Reg. S Note]



A-1

CUSIP:
144A: 262049 AA7
Reg. S: Y2112A AA9]



[ISIN:
144A: US262049AA72
Reg. S: USY2112AAA98]

6.50% Senior Secured Notes due 2017


Drill Rigs Holdings Inc.

promises to pay to Cede & Co. or registered assigns, the principal sum of ________on October 1, 2017. This Note is being issued at a discount at 99.469% of the principal
amount due at maturity.

Interest Payment Dates: April 1 and October 1.

Record Dates: March 15 and September 15.

Dated: September 20, 2012


No. $




A-2



DRILL RIGS HOLDINGS INC.


By:
Name:
Title:




A-3



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:
Authorized Signatory



A-4

[Back of Note]
6.50% Senior Secured Notes due 2017

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest . Drill Rigs Holdings Inc., a Marshall Islands company (the " Company "), promises to pay interest on the principal amount of this Note at a rate of
6.50% per annum, from the Issue Date until maturity. The Company will pay interest semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1,
2013, 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. The Company 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 Company 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
Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) 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 Company pay Default Interest, the Company 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 September 20, 2012 (the " Indenture ") among the Company, Parent, the Guarantors, the
Trustee and the Noteholder Collateral Agent.

2. Method of Payment . The Company 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 Company maintained for such purpose, or, at the
option of the Company, 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 Company or 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




A-5

of the United 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.

3. Paying Agent and Registrar . Initially, Deutsche Bank Trust Company Americas, the Noteholder Collateral Agent under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder; provided that, for so long as the Notes are listed on the Official
List of the Irish Stock Exchange and admitted to trading on the Global Exchange Market (the " Global Exchange Market "), and the rules of the Irish Stock Exchange so require,
the Company will publish a notice of any change of Paying Agent or Registrar in a newspaper having a general circulation in Ireland (which is expected to be The Irish Times )
or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange in accordance with Section 13.01 of the Indenture. The
Company 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 10.01 (" Satisfaction and
Discharge ") thereof; provided no Event of Default is continuing.

4. Indenture and Collateral Agreements . 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 and such Act 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 Company and the Obligation of the Company under the Indenture and this Note shall be secured
pursuant to the Collateral Agreements.

6. Optional Redemption . (a) At any time prior to October 1, 2015, the Company may, at its option, redeem up to 35% of the aggregate original principal amount
of Notes issued under the Indenture, at one time or from time to time, at a redemption price equal to 106.50% 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), with the net cash proceeds received by Parent of one or more Equity Offerings; provided that (i) at least 65% of the aggregate original principal amount of Notes
issued under the Indenture (excluding Notes held by Parent 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.




A-6

(b) (i) At any time prior to October 1, 2015, the Company 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 rights of Holders on the relevant Record Date
to receive interest due on the relevant Interest Payment Date and (ii) not more than once in any 12-month period, the Company may redeem up to $80 million in principal
amount of the Notes at a redemption price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the
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 October 1, 2015, the Company 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, if redeemed during the periods indicated below, subject to the rights of Holders on the relevant
Record Date to receive interest on the relevant Interest Payment Date:


(d) Unless the Company 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 Company may make an optional redemption in the case that a change in withholding taxes adversely affects the Holders of the Notes.

8. Mandatory Redemption . The Company may be required to make a mandatory redemption pursuant to Section 3.09 (" Mandatory Redemption Upon Total Loss
of a Drilling Unit ") of the Indenture.

9. Repurchase at the Option of Holder . (a) If there is a Change of Control, the Company will be required to make an offer (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 (the " Change of Control Payment "). Within 10 Business Days following any Change of
Control, the Company will mail a notice to the Trustee and Paying Agent and each


For the Period Below Percentage

From October 1, 2015 to September 30, 2016 103.250%
October 1, 2016 and thereafter 100%


A-7

Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Parent or any Restricted Subsidiary consummates an Asset Sale pursuant to Section 4.20 (" Asset Sales Other than a Drilling Unit ") of the Indenture or
a sale of a Drilling Unit pursuant to Section 4.21 (" Drilling Unit Sales ") of the Indenture, the Company, in circumstances specified therein, may be required to commence an
offer to all Holders pursuant to such sections (an " Asset Sale Offer " and a " Drilling Unit Sale Offer " , respectively) 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 or a Drilling Unit Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased 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 Company 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, the Note Guarantees or the Collateral Agreements 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, voting as a single class, and any
existing Default or Event or Default or compliance with the Indenture, the Notes or the Note Guarantees, the Collateral Agreements may be waived with the consent of the
Holders of a majority in aggregate principal amount of the then outstanding Notes, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the
Notes, the Note




A-8

Guarantees or the Collateral Agreements may be amended or supplemented to cure any ambiguity, defect or inconsistency and to effect certain other changes as set forth in the
Indenture.

14. Defaults and Remedies . Defaults and Remedies are set forth in Article VI of the Indenture.

15. Trustee Dealings with Company . The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

16. No Recourse Against Others . No past, present or future director, officer, employee, incorporator or stockholder of the Company, any Restricted Subsidiary or
any Guarantor, as such, will have any liability for any obligations of the Company, any Restricted Subsidiary or the Guarantors under the Notes, the Indenture, the Note
Guarantees or the Collateral Agreements 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 will 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 Company 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, THE NOTE GUARANTEES, THE COLLATERAL AGREEMENTS AND THE RIGHTS AND
DUTIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture or the Collateral Agreements. Requests may be made to:

Drill Rigs Holdings Inc., c/o Ocean Rig UDW Inc., 10 Skopa Street, Tribune House, 2nd Floor, Office 202, CY 1075, Nicosia, Cyprus; Attention: Mr. Savvas Georghiades.




A-9

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
to transfer this Note on the books of the Company. 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-10

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.19 (" Offer to Repurchase Upon Change of Control "), Section 4.20 (" Asset
Sales Other than a Drilling Unit ") or Section 4.21 (" Drilling Unit Sales ") of the Indenture, check the appropriate box below:


If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.19 (" Offer to Repurchase Upon Change of Control "), Section 4.20
(" Asset Sales Other than a Drilling Unit ") or Section 4.21 (" Drilling Unit Sales ") of the Indenture, state the amount you elect to have purchased:





[_] Section 4.19 (" Offer to [_] Section 4.20 ("Asset Sales [_] Section 4.21 (" Drilling Unit
Repurchase Upon Change of Other than a Drilling Unit") Sales ")
Control ")



$


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-11

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:


____________
* This schedule should be included only if the Note is issued in global form .


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
officer of Trustee or
Custodian






A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Drill Rigs Holdings Inc.
c/o 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:

U.S. Bank National Association
100 Wall Street, Suite 1600
New York, New York 10005
Attention: Corporate Trust Services
Facsimile: (212) 361-5217

If to the Noteholder Collateral Agent:

Deutsche Bank Trust Company Americas
Trust and Agency Services
60 Wall Street, 27th Floor
Mail Stop: NYC60-2710
New York, New York 10005
USA
Attn: Corporate Team, Drill Rigs Holdings
Facsimile No.: (732) 578-4635

With a copy to:

Deutsche Bank National Trust Company
for Deutsche Bank Trust Company Americas




B-1

Trust and Agency Services
100 Plaza One 6th Floor
MSJCY03-0699
Jersey City, NJ 07311-3901
USA
Attn: Corporate Team, Drill Rigs Holdings
Facsimile No.: (732) 578-4635

Re: 6.50% Senior Secured Notes due 2017

Reference is hereby made to the Indenture, dated as of September 20, 2012 (the " Indenture "), among Drill Rigs Holdings Inc., as issuer (the " Company "), Ocean
Rig UDW Inc. (" Parent "), the other Guarantors party thereto, U.S. Bank National Association, as trustee (the " Trustee "), and Deutsche Bank Trust Company Americas, as
collateral agent (the " Noteholder Collateral Agent "). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

__________________, (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




B-2

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.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.






[Insert Name of Transferor]

by:
Name:
Title:


Dated:



B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer a beneficial interest in the:

[CHECK ONE]


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

(i) [_] Rule 144A Global Note (CUSIP [ ]), or
(ii) [_] Regulation S Global Note (CUSIP [ ]), or

in accordance with the terms of the Indenture.


B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Drill Rigs Holdings 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:

U.S. Bank National Association
100 Wall Street, Suite 1600
New York, New York 10005
Attention: Corporate Trust Services
Facsimile: (212) 361-5217

If to the Noteholder Collateral Agent:

Deutsche Bank Trust Company Americas
Trust and Agency Services
60 Wall Street, 27th Floor
Mail Stop: NYC60-2710
New York, New York 10005
USA
Attn: Corporate Team, Drill Rigs Holdings
Facsimile No.: (732) 578-4635

With a copy to:

Deutsche Bank National Trust Company
for Deutsche Bank Trust Company Americas
Trust and Agency Services




C-1

100 Plaza One 6th Floor MSJCY03-0699
Jersey City, NJ 07311-3901 USA
Attn: Corporate Team, Drill Rigs Holdings
Facsimile No.: (732) 578-4635

Re: 6.50% Senior Secured Notes due 2017

Reference is hereby made to the Indenture, dated as of September 20, 2012 (the " Indenture "), among Drill Rigs Holdings Inc., as issuer (the " Company "), Ocean Rig
UDW Inc. (" Parent "), the other Guarantors party thereto, U.S. Bank National Association, as trustee (the " Trustee "), and Deutsche Bank Trust Company Americas, as
collateral agent (the " Noteholder Collateral Agent "). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

____________ , (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.

(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] fl Rule 144A Global Note, fl 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.




C-2

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.





[Insert Name of Transferor]

by:
Name:
Title:


Dated:



C-3

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
[Drill Rigs Holdings Inc.][Ocean Rig UDW Inc.] (or its permitted successor), a Marshall Islands corporation (the [" Company "][" Parent "]), the other Guarantors (as defined in
the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the " Trustee ").

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the " Indenture "), dated as of September 20, 2012 providing for the
issuance of 6.50% Senior Secured Notes due 2017 (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 Company'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 of the Notes 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 11 thereof, and subject to the limitations therein.

3. No Recourse Against Others . No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company 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. The waiver and release are part of the consideration for issuance of the
Notes. The waiver may not be effective to waive liabilities under the Federal securities laws.




D-1

4. New York Law To Govern . THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE.

5. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

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 Company.




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:


DRILL RIGS HOLDINGS INC., as the Company

by:

Name:
Title:


OCEAN RIG UDW INC., as parent and as a Guarantor

by:

Name:
Title:


U.S. BANK NATIONAL ASSOCIATION, as Trustee

by:

Name:
Title:




D-3





D-4

U.S. BANK NATIONAL ASSOCIATION, as Trustee


by:

Name:
Title:


DEUSTCHE BANK TRUST COMPANY AMERICAS, as Noteholder Collateral
Agent, Registrar and Paying Agent


by: Deutsche Bank National Trust Company


by:

Name:
Title:


by:

Name:
Title:



EXHIBIT 2.5

SUPPLEMENTAL INDENTURE

This Supplemental Indenture (this " Supplemental Indenture "), dated as of January 23, 2013, is entered into among DRILL RIGS HOLDINGS INC., a
Marshall Islands corporation (the " Company ") , OCEAN RIG UDW INC., a Marshall Islands corporation (" Parent "), as a Guarantor (as defined in the Indenture referred to
herein), the other Guarantors and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the " Trustee ").

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the " Indenture "), dated as of September 20, 2012, providing for
the issuance of 6.50% Senior Secured Notes due 2017 (the " Notes ");

WHEREAS, Section 9.01 (" Without Consent of Holders ") of the Indenture provides, among other things, that the Company, the Guarantors, the Trustee and,
if any amendment relates to any Collateral Agreement, the Noteholder Collateral Agent may amend or supplement the Indenture, the Notes, the Note Guarantees and any of the
Collateral Agreements without the consent of any Holder to cure any ambiguity, defect or inconsistency or to conform the text of the Indenture, the Collateral Agreements, the
Notes or the 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 be set forth, verbatim or in substance, in a provision of the Indenture, the Collateral Agreements, the Notes or the Note Guarantees, which intent shall be
evidenced by an Officers' Certificate to that effect;

WHEREAS, the Company desires to execute and deliver an amendment to the Indenture for the purposes of curing a defect in the definition of "Asset Sale" in
Section 1.01 of Article I of the Indenture and conforming the definition of "Asset Sale" in Section 1.01 of Article I of the Indenture to the definition of "Asset Sale" in the
"Description of Notes" as described in the Offering Memorandum;

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the Company and the Guarantors and all conditions and
requirements necessary to make this Supplemental Indenture a valid and binding agreement of the Company and the Guarantors have been duly performed and complied with;
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
Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:





ARTICLE I

Definitions

SECTION 1.01 Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as
therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a
whole and not to any particular section hereof.

ARTICLE II

Amendment to Indenture

SECTION 2.01 Amendment of Section 1.01 of Article I . Subsection (7) of the second paragraph of the definition of "Asset Sale" in Section 1.01 of Article
I of the Indenture is hereby deleted in its entirety and replaced with the following:

(7) a Restricted Payment that does not violate Section 4.07 (" Restricted Payments ") of the Indenture or a Permitted Investment; and


ARTICLE III

Effectiveness

SECTION 3.01 Effectiveness . This Supplemental Indenture shall become effective and binding on the Company, the Guarantors, the Trustee, the
Noteholder Collateral Agent and the Holders, and the amendment set forth in Article II of this Supplemental Indenture shall become operative, upon execution and delivery of
this Supplemental Indenture by the parties hereto.

ARTICLE IV

Miscellaneous

SECTION 4.01 Indenture . Except as expressly amended hereby, all the terms, conditions and provisions of the Indenture shall remain in full force and
effect.

SECTION 4.02 Construction of Supplemental Indenture . This Supplemental Indenture is executed as and shall constitute an indenture supplemental to the
Indenture. This Supplemental Indenture shall be construed in connection with and shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter
authenticated and delivered shall be bound hereby.

SECTION 4.03 No Recourse Against Others . No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will
have any liability for any obligations of the Company 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. The waiver and release are part of the consideration for issuance of the Notes. The waiver
may not be effective to waive liabilities under Federal securities laws.

SECTION 4.04 Parties . Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein
contained.

SECTION 4.05 Governing Law . 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.

SECTION 4.06 Successors . All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this
Supplemental Indenture shall bind its successors. All agreements of each Guarantor in this Supplemental Indenture shall bind its successors, except as otherwise provided in the
Indenture.

SECTION 4.07 Severability . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability.

SECTION 4.08 Counterparts . The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.

SECTION 4.09 Effect of Headings . The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 4.10 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 Company and the Guarantors.

[ Signature page follows ]








IN WITNESS WHEREOF the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.












DRILL RIGS HOLDINGS INC., as the Company

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG UDW INC., as Parent and as a Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG 1 INC., as Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG 2 INC., as Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG 1 SHAREHOLDERS INC., as Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact















OCEAN RIG 2 SHAREHOLDERS INC., as Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG 1 GREENLAND OPERATIONS INC., as Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG FALKLAND OPERATIONS INC., as Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
DRILL RIGS OPERATIONS INC., as Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG EG OPERATIONS INC., as Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact








OCEAN RIG NORWAY OPERATIONS INC., as Guarantor

by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
U.S. BANK NATIONAL ASSOCIATION, as Trustee

by
/s/ John J. Doherty
Name: John J. Doherty
Title: Vice President
EXHIBIT 2.6

EXECUTION VERSION


SECOND SUPPLEMENTAL INDENTURE



SECOND SUPPLEMENTAL INDENTURE (this " Second Supplemental Indenture "), dated as of January 30, 2013 , among OCEAN RIG LIBERIA OPERATIONS
INC. and OCEAN RIG WEST AFRICA OPERATIONS INC. (each, a " Guaranteeing Subsidiary " and collectively, the " Guaranteeing Subsidiaries "), each a subsidiary of
Drill Rigs Holdings Inc. (or its permitted successor), a Marshall Islands corporation (the " Company "), the other Guarantors (as defined in the Indenture referred to herein), U.S.
Bank National Association, as Trustee under the Indenture referred to below (the " Trustee "), and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent,
Registrar and Paying Agent (as defined in the Indenture referred to herein).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of September 20, 2012, as amended by a supplemental indenture,
dated as of January 23, 2013 (the "Indenture"), providing for the issuance of 6.50% Senior Secured Notes due 2017 (the " Notes ");

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions
set forth herein (the " Note Guarantees "); and

WHEREAS, pursuant to Section 9.01 (" Without Consent of Holders ") of the Indenture, the Trustee is authorized to execute and deliver this Second 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
Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes 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. Each 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 11 thereof, and subject to the limitations therein.

3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any
obligations





of the Company 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. The waiver and release are part of the consideration for issuance of the Notes. The waiver may
not be effective to waive liabilities under the Federal securities laws.

4. New York Law To Govern. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND
SUPPLEMENTAL INDENTURE.

5. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

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 Second Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.






IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.


Dated: January 30, 2013














OCEAN RIG LIBERIA OPERATIONS INC.
By
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG WEST AFRICA OPERATIONS INC.
by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
DRILL RIG HOLDINGS INC., as the Company
by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG UDW INC., as Parent and as a Guarantor
by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
U.S. BANK NATIONAL ASSOCIATION, as Trustee
by
/s/ John J. Doherty
Name: John J. Doherty
Title: Vice President












DEUTSCHE BANK TRUST COMPANY AMERICAS, as Noteholder Collateral Agent,
Registrar and Paying Agent
by: Deutsche Bank National Trust Company
by
/s/ Jeffrey Schoenfeld
Name: Jeffrey Schoenfeld
Title: Associate

by
/s/ Kelvin Vargas
Name: Kelvin Vargas
Title: Associate

EXHIBIT 2.7

EXECUTION VERSION



THIRD SUPPLEMENTAL INDENTURE



THIRD SUPPLEMENTAL INDENTURE (this " Third Supplemental Indenture "), dated as of March 15, 2013 , among OCEAN RIG IRELAND OPERATIONS INC.
(the " Guaranteeing Subsidiary "), a subsidiary of Drill Rigs Holdings Inc. (or its permitted successor), a Marshall Islands corporation (the " Company "), the other Guarantors
(as defined in the Indenture referred to herein), U.S. Bank National Association, as Trustee under the Indenture referred to below (the " Trustee "), and Deutsche Bank Trust
Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent (as defined in the Indenture referred to herein).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an 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 (the "Indenture"), providing for the issuance of 6.50% Senior Secured Notes
due 2017 (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 Company's Obligations under the Notes and the Indenture on the terms and conditions
set forth herein (the " Note Guarantees "); and

WHEREAS, pursuant to Section 9.01 (" Without Consent of Holders ") of the Indenture, the Trustee is authorized to execute and deliver this Third 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 of the Notes 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 11 thereof, and subject to the limitations therein.

3. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any
obligations






of the Company 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. The waiver and release are part of the consideration for issuance of the Notes. The waiver may
not be effective to waive liabilities under the Federal securities laws.

4. New York Law To Govern. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD
SUPPLEMENTAL INDENTURE.

5. Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

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 Third 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 Company.






IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first above written.


Dated: March 15, 2013











OCEAN RIG IRELAND OPERATIONS INC.
by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
DRILL RIG HOLDINGS INC., as the Company
by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
OCEAN RIG UDW INC., as Parent and as a Guarantor
by
/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Attorney-in-fact
U.S. BANK NATIONAL ASSOCIATION, as Trustee
by
/s/ John J. Doherty
Name: John J. Doherty
Title: Vice President










DEUTSCHE BANK TRUST COMPANY AMERICAS, as Noteholder Collateral Agent, Registrar and
Paying Agent
by: Deutsche Bank National Trust Company
by
/s/ Jeffrey Schoenfeld
Name: Jeffrey Schoenfeld
Title: Assistant Vice President


by
/s/ Irina Golovashchuk
Name: Irina Golovashchuk
Title: Vice President

Exhibit 4.5

ADDENDUM No. 3
Dated April 2, 2012
to a Drillship Master Agreement dated November 22, 2010
as novated by a Novation Agreement dated December 30, 2010
and further as amended by an Addendum No. 1 dated May 16, 2011
and further as amended by an Addendum No. 2 dated January 27, 2012
("the Drillship Master Agreement ")

This Addendum No. 3 is made on this 2
nd
day of April 2012 by and between:



WHEREAS:





NOW THEREFORE , for good and valuable consideration receipt of which is hereby acknowledged, the Parties hereto hereby agree as follows:


1) SAMSUNG HEAVY INDUSTRIES CO. LTD , a corporation of Korea, having its registered office at 34
th
floor, Samsung Life Insurance Seocho Tower 1321-
15 Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857 (hereinafter referred to as "Samsung"); and
2) OCEAN RIG UDW INC. of Majuro, Marshall Islands, which maintains a shipping office at 80 Kifisias Avenue, GR-15125 Marousi, Athens, Greece
(hereinafter "Ocean Rig")
(A) Pursuant to the terms of the Drillship Master Agreement, Addendum No.1, and Addendum No.2, among others it was agreed for the Ocean Rig to have a
contractual right until 2
nd
April 2012 (the "Option Expiry Date") to order to Samsung the construction of up to three (3) drillships (the "Drillship A", "Drillship
B" and "Drillship C" and together the "Drillships") at the price and specifications set out therein and for the other terms and conditions set out therein.
(B) Pursuant to the terms of the Drillship Master Agreement, Addendum No.1, and Addendum No.2, the delivery dates for the Drillships are as set out in the table
below:
Drillship Delivery Date
Drillship A 4
th
quarter 2014
Drillship B To be advised by Samsung at its reasonable discretiondeclaring the earliest available date based on their
production schedule, always acting in good faith when doing so
Drillship C To be advised by Samsung at its reasonable discretion declaring the earliest available date based on their
production schedule, always acting in good faith when doing so
(C) Samsung and Ocean Rig have now agreed for the Option Expiry Date to be extended to 4
th
October 2012.



1. Option Exercise Deadline

The Option Expiry Date for the declaration of each one of the options for the construction of Drillship A, Drillship B and Drillship C is hereby extended to 4
th
October
2012 (the "New Option Expiry Date").

2. Delivery Date(s)

The new delivery date(s) of the Drillships are hereby amended to be as per the table below:



3. Confidentiality

The Parties hereto undertake to keep the existence of this Agreement and the terms hereof strictly confidential, and shall not disclose same to any third parties without
express prior written consent from the other party unless disclosing party demonstrates that such disclosure is required to comply with the applicable laws and
regulations.

Save as amended and restated by this Addendum No. 3 the provisions of the Drillship Master Agreement, Addendum No.1, and Addendum No.2 shall continue in full force and
effect and the Drillship Master Agreement, Addendum No.1, Addendum No.2 and this Addendum No. 3 shall be read and construed as one instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.



Drillship Delivery Date
Drillship A / Drillship B / Drillship C To be advised by Samsung at its reasonable discretion declaring the earliest
available date based on their production schedule, always acting in good faith
when doing so
For and on behalf of
OCEAN RIG UDW INC.
For and on behalf of the Builder
SAMSUNG HEAVY INDUSTRIES CO., LTD .

/s/ Iraklis Sbarounis /s/ Dong Jin Oh
By: IRAKLIS SBAROUNIS By: DONG JIN OH
Title: Attorney-in-Fact Title: Attorney-In-Fact


Exhibit 4.6


ADDENDUM No. 4
Dated September 3, 2012
to a Drillship Master Agreement dated November 22, 2010
as novated by a Novation Agreement dated December 30, 2010
and further as amended by an Addendum No. 1 dated May 16, 2011
and further as amended by an Addendum No. 2 dated January 27, 2011
and further as amended by an Addendum No.3 dated April 2, 2012
("the Drillship Master Agreement ")


This Addendum No. 4 is made on this 3
rd
day of September 2012 by and between:



WHEREAS:



NOW THEREFORE , for good and valuable consideration receipt of which is hereby acknowledged, the Parties hereto hereby agree as follows:

1. Option Exercise Deadline

The Option Expiry Date for the declaration of each one of the options for the construction of Drillship A, Drillship B and Drillship C is hereby extended to 31st March
2013 (the "New Option Expiry Date").

2. Delivery Date(s)

The new delivery date(s) of the Drillships are hereby amended to be as per the table below:




1) SAMSUNG HEAVY INDUSTRIES CO. LTD , a corporation of Korea, having its registered office at 34
th
floor, Samsung Life Insurance Seocho Tower 1321-15
Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857 (hereinafter referred to as "Samsung"); and
2) OCEAN RIG UDW INC. of Majuro, Marshall Islands, which maintains a shipping office at 80 Kifisias Avenue, GR-15125 Marousi, Athens, Greece (hereinafter
"Ocean Rig")
(A) Pursuant to the terms of the Drillship Master Agreement, Addendum No.1, Addendum No.2, and Addendum No.3 among others it was agreed for the Ocean Rig to have
a contractual right until 4th October 2012 (the "Option Expiry Date") to order to Samsung the construction of up to three (3) drillships (the "Drillship A", "Drillship B"
and "Drillship C" and together the "Drillships") at the price and specifications set out therein and for the other terms and conditions set out therein.
(B) Samsung and Ocean Rig have now agreed for the Option Expiry Date to be extended to 31st March 2013.
Drillship Delivery Date
Drillship A / Drillship B / Drillship C To be advised by Samsung at its reasonable discretion declaring the
earliest available date based on their production schedule, always acting
in good faith when doing so



3. Confidentiality

The Parties hereto undertake to keep the existence of this Agreement and the terms hereof strictly confidential, and shall not disclose same to any third parties without
express prior written consent from the other party unless disclosing party demonstrates that such disclosure is required to comply with the applicable laws and
regulations.

Save as amended and restated by this Addendum No. 4 the provisions of the Drillship Master Agreement, Addendum No.1, Addendum No.2 and Addendum No.3 shall continue
in full force and effect and the Drillship Master Agreement, Addendum No.1, Addendum No.2, Addendum No.3, and this Addendum No.4 shall be read and construed as one
instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.




For and on behalf of
OCEAN RIG UDW INC
For and on behalf of the Builder
SAMSUNG HEAVY INDUSTRIES CO., LTD .

/s/ Iraklis Sbarounis /s/ Dong Jin Oh
By:
Title:
IRAKLIS SBAROUNIS
Attorney-in-Fact
By:
Title:
DONG JIN OH
Attorney-in-Fact
Exhibit 4.8


Execution Version

AMENDMENT AGREEMENT

dated 9 May 2012

to a

USD 800,000,000


SENIOR SECURED CREDIT FACILITY AGREEMENT

originally dated 15 April 2011

for

Drillships Holdings Inc.

as Borrower

arranged by

The banks and financial institutions named therein

as Mandated Lead Arrangers

provided by

The banks and financial institutions named therein

as Lenders

and

Nordea Bank Finland Plc., London Branch
as Agent

Bugge, Arentz-Hansen & Rasmussen
www.bahr.no





CONTENTS





SCHEDULE I Conditions Precedent to the Effective Date





Clause Page

1. INTERPRETATION 3
2. CONDITIONS PRECEDENT 3
3. AMENDMENTS TO THE FACILITY AGREEMENT 4
4. COSTS AND EXPENSES 6
5. MISCELLANEOUS 6
6. GOVERNING LAW AND JURISDICTION 6

2(12)


THIS FIRST AMENDMENT AGREEMENT (the " Amendment Agreement ") is dated on 9 May 2012 and made between:









WHEREAS



NOW THEREFORE IT IS AGREED as follows:

1. INTERPRETATION

Terms and definitions used in this Amendment Agreement shall have the same meaning as set out in the Facility Agreement unless otherwise defined herein.

2. CONDITIONS PRECEDENT

Clause 3 (Amendments to the Facility Agreement) of this Amendment Agreement shall become effective on the date the Agent has notified the Borrower that it has
received all of the documents set out in Schedule 1 (Conditions Precedent) hereto in a form and substance satisfactory to the Agent on behalf of the Lenders (the "
Effective Date ").



(1) Drillships Holdings Inc. , of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MI196960, registration no. 25319 (the " Borrower
");
(2) The Guarantors listed in Schedule 2 to the Facility Agreement (each a " Guarantor ")
(3) The banks and financial institutions listed in Schedule 1 to the Facility Agreement, as original commercial lenders (together, the " Commercial Lenders ");
(4) Eksportfinans ASA of Dronning Maudsgate 15, Vika, N-0250 Oslo, Norway, org. no. 816 521 432 (" Eksportfinans ", together with the Commercial Lenders, the "
Lenders ")
(5) The Bookrunners as listed in the Facility Agreement (" Bookrunners ");
(6) The Mandated Lead Arrangers as listed in the Facility Agreement (" Mandated Lead Arrangers ");
(7) Deutsche Bank AG Filiale Deutschlandgeschaft as co-arranger (the " Co-Arranger "); and
(8) Nordea Bank Finland Plc., London Branch of 8
th
Floor, City Place House, 55 Basinghall Street, London EC2V 5NB, United Kingdom as facility agent (the " Agent
").
(A) Pursuant to a certain senior secured credit facility agreement dated 15 April 2011 between, among others, the Borrower, the Guarantors, the Agent and the Lenders (the
" Facility Agreement "), the Lenders have agreed to make available a credit facility up to USD 800,000,000 to the Borrower subject to the terms and conditions set out
therein.
(B) Pursuant to a request dated 22 February 2012, the Borrower has requested that certain provisions in the Facility Agreement be amended.

3(12)



3. AMENDMENTS TO THE FACILITY AGREEMENT



"' Guarantors ' means the guarantors listed in Part I of Schedule 2 (Guarantors and Collateral Units), being Ocean Rig UDW Inc,, Drillship Hydra
Shareholders Inc., Drillship Paros Shareholders Inc., Drillship Hydra Owners Inc. and Drillship Paros Owners Inc."


"' Ocean Rig Obligors ' means the Obligors, and an Ocean Rig Obligor means any of them."


"' Permitted Holders ' means George Economou, his direct lineal 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, and (ii) Dryships Inc."






"22.1 Minimum Cash and Cash Equivalent





3.1 With effect from the Effective Date, DryShips Inc. will be released as a Guarantor and Obligor pursuant to the Facility Agreement, and be deleted from Schedule 2 Part
I of the Facility Agreement.
3.2 With effect from the Effective Date, the definition of Guarantors will be deleted in its entirety and replaced with the following:
3.3 With effect from the Effective Date, the definition of Ocean Rig Obligors will be deleted in its entirety and replaced with the following:
3.4 With effect from the Effective Date, the definition of Permitted Holders will be deleted in its entirety and replaced with the following:
3.5 With effect from the Effective Date, the definition of Shareholder Guarantor will be deleted in its entirety.
3.6 With effect from the Effective Date, Clause 21.2 (Compliance Certificate) (b), Clause 23 (Financial Covenants for the Shareholder Guarantor), Clause 26.6 (Cross
default) (c), Clause 26.7 (Insolvency) (b) and Schedule 5 Part II will be deleted in its entirety.
3.7 With effect from the Effective Date, Clause 20.17 (Ownership) (c) will be deleted in its entirety and be replaced by the following:
"(c) DryShips Inc. owns as of the date of this Agreement 65.2 % of the shares and the ownership interests in Ocean Rig UDW Inc. as described in
Schedule 8 (Corporate Structure) hereto."
3.8 With effect from the Effective Date, Clause 22.1 (Minimum Cash and Cash Equivalent) will be deleted in its entirety and replaced with the following:
Save as set out in clause 24.13 (Dividends), Ocean Rig UDW Inc. and the Borrower undertake that the Cash and Cash Equivalent of:
(a) the Ocean Rig Group will not at any time fall below USD 100,000,000; and

4(12)




" 24.13 Dividends




provided always that:




"26.2 Financial Covenants and Insurance

Any requirement in Clause 22 (Financial Covenants for the Ocean Rig Group) and/or Clause 25.3 (Insurance) is not satisfied."





(b) the Borrower will not at any time fall below USD 50,000,000."
3.9 With effect from the Effective Date, Clause 24.13 (Dividends) will be deleted in its entirety and replaced with the following:
(a) The Borrower and Ocean Rig UDW Inc. may buy-back its own common stock:
(b) the Borrower may pay dividends to its shareholders; and
(c) Ocean Rig UDW Inc. may only pay dividends (or make any other distributions to its shareholders) up to 50% of its net income of each previous
financial year;
(i) immediately following such payment or distribution or buy-back of stock the holding of Cash and Cash Equivalent and restricted cash
of the Ocean Rig Group shall be no less than USD 200,000,000; and
(ii) the Agent be provided with evidence by way of cash flow forecasts that the USD 200,000,000 minimum holding of Cash and Cash
Equivalent and restricted cash of the Ocean Rig Group will be maintained for a period of at least twelve (12) months from the date of
distribution of such dividend, such cash flow forecasts to include (i) all committed payments in relation to capital expenditures, (ii)
scheduled repayment of debt and (iii) scheduled debt drawdowns under committed facilities."
3.10 With effect from the Effective Date, Clause 26.2 (Financial Covenants and Insurance) will be deleted in its entirety and replaced with the following:
3.11 If, in the reasonable opinion of the Agent (on behalf of the Lenders):
(a) any amendments to the Drillship Kithira Owners Inc. facility agreement entered into on 18 July 2008 and the Drillship Skopelos Owners Inc. facility
agreement entered into on 18 July 2008, both with Deutsche Bank as Agent (the " Deutsche Bank Facilities ") corresponding to the amendments contemplated
by this Amendment Agreement are more favourable to the lenders than the amendments incorporated in this Amendment Agreement; or

5(12)


then corresponding amendments shall be incorporated in the Facility Agreement on equal basis. Such amendments (including any increase of the Applicable Margin) to
be agreed between the Agent and the Borrower in a side letter.



Clause 17 (Costs and Expenses) of the Facility Agreement shall apply to this Amendment Agreement for any costs and expenses incurred by the Agent.








This Amendment Agreement is governed by Norwegian law, with the same agreed legal venue as set out in Clause 36 (Governing law and enforcement) of the Facility
Agreement.


SIGNATORIES:

The Borrower:

Drillships Holdings Inc.


(b) any amendments that are favourable to the lenders, including an increase in the applicable margin, are incorporated in the Deutsche Bank Facilities due to
amendments to the Deutsche Bank Facilities that are similar to the amendments incorporated in this Amendment Agreement,
3.12 Except as expressly modified by this Amendment Agreement, all terms and provisions of the Facility Agreement shall remain in full force and effect and are hereby
ratified and confirmed in all respects by the Parties as if herein set forth in their entirety. All references in the Facility Agreement to "this Agreement", "hereof',
"hereby", "hereto", and the like shall, from and including the Effective Date, mean the Facility Agreement as herein amended.
4. COSTS AND EXPENSES
5. MISCELLANEOUS
5.1 The Obligors represent and warrant to the Agent that the representations and warranties in Clause 20 (Representations and warranties) of the Facility Agreement (as
amended) remain true and correct and that no Event of Default has occurred or will occur as a consequence of the entering into of this Amendment Agreement or the
compliance herewith.
5.2 This Amendment Agreement shall constitute a Finance Document.
5.3 No failure or delay by the Agent in exercising any right or remedy under any Finance Document shall operate as a waiver, and no single or partial exercise shall prevent
further exercise, of any right or remedy.
5.4 If at any time any provision of this Amendment Agreement 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 nor the legality, validity or enforceability or such provision under the law of any other jurisdiction shall in
any way be affected or impaired.
5.5 This Amendment Agreement may be executed in any number of counterparts which when taken together shall constitute one and the same instrument.
6. GOVERNING LAW AND JURISDICTION

6(12)


By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

The Guarantors:

DryShips Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Ocean Rig UDW Ind.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Drillship Hydra Shareholders Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

DrillShip Hydra Owners Inc.,

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Drillship Paros Shareholders Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Drillship Paros Owners Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact





7(12)

Eksportfinans:
Eksportfinans ASA


By: /s/ Sigue Reme Sand
Name: Sigue Reme Sand
Title: Attorney in Fact

As Agent, Bookrunner and Mandated Lead Arranger:
Nordea Bank Finland Plc., London Branch


By: /s/ Sigue Reme Sand
Name: Sigue Reme Sand
Title: Attorney in Fact


As Commercial Lender:
Nordea Bank Finland Plc., London Branch


By: /s/ Sigue Reme Sand
Name: Sigue Reme Sand
Title: Attorney in Fact

As Commerical Lender, Mandated Lead Arranger and
Bookrunner:
ABN AMRO Bank N.W., Oslo Branch


By: /s/ Sigue Reme Sand
Name: Sigue Reme Sand
Title: Attorney in Fact





8(12)

As Hedge Counterparty:
ABN AMRO Bank N.V.


By: /s/ Sigue Reme Sand
Name: Sigue Reme Sand
Title: Attorney in Fact


As Commercial Lender and Mandated Lead Arranger:
DVD Bank SE Nordic Branch


By: /s/ Sigue Reme Sand
Name: Sigue Reme Sand
Title: Attorney in Fact


As Commercial Lender and Co-Arranger:
Deutsche Bank AG Filiale Deutschlandgeschft


By: /s/ Sigue Reme Sand
Name: Sigue Reme Sand
Title: Attorney in Fact


As Commercial Lender:
National Bank of Greece S.A.


By: /s/ Sigue Reme Sand
Name: Sigue Reme Sand
Title: Attorney in Fact


As Commercial Lender:
Swedbank AB (publ)


By: /s/ Sigue Reme Sand
Name: Sigue Reme Sand
Title: Attorney in Fact





9(12)

Execution Version

SCHEDULE 1

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

1 CORPORATE AUTHORISATION

1.1 In respect of the Borrower:










1.2 In respect of each of the Guarantors:










(a) Certificate of Incorporation (or similar);
(b) By-laws (or similar);
(c) Updated Good Standing Certificate;
(d) Resolutions passed at a board meeting and shareholders meeting (if applicable) of the Borrower evidencing:
(i) the approval of the terms of, and the transactions contemplated by, this Amendment Agreement;
(ii) the authorisation of its appropriate officer or officers or other representatives to execute this Amendment Agreement and any other documents
necessary for the transactions contemplated by this Amendment Agreement, on its behalf; and
(iii) attaching certified true copies of valid proof of identity in respect of the persons signing this Amendment Agreement (and any other documents
necessary for the transactions contemplated by this Amendment Agreement) on behalf of the Borrower;
(e) Power of Attorney (notarised and legalised if requested by the Agent); and
(f) Directors/Secretary's Certificate, certifying and attaching constitutional documents, authorisations, etc.
(a) Certificate of Incorporation (or similar);
(b) By-laws (or similar);
(c) Updated Good Standing Certificate;
(d) Resolutions passed at a board meeting and shareholders meeting (if applicable) of the Guarantor evidencing:
(i) the approval of the terms of, and the transactions contemplated by, this Amendment Agreement;
(ii) the authorisation of its appropriate officer or officers or other representatives to execute this Amendment Agreement and any other documents
necessary for the transactions contemplated by this Amendment Agreement, on its behalf; and
(iii) attaching certified true copies of valid proof of identity in respect of the persons signing this Amendment Agreement (and any other documents
necessary for the

10(12)






2 AUTHORISATIONS

A certificate from an Officer/Director of each Obligor that no approvals, authorisations and consents are required by any government or other authorities for the
Obligors and if applicable its subsidiaries to enter into and perform their obligations under any of this Amendment Agreement and all applicable waiting periods have
expired without any action being taken by any competent authority which, restrains, prevents or imposes materially adverse conditions upon the Obligors to enter into
and perform their obligations under this Amendment Agreement.

3 FINANCE DOCUMENTS





4 MISCELLANEOUS







5 LEGAL OPINIONS





transactions contemplated by this Amendment Agreement) on behalf of the Guarantors;
(e) Power of Attorney (notarised and legalised if requested by the Agent); and
(f) Directors/Secretary's Certificate, certifying and attaching constitutional documents, authorisations, etc.
(a) This Agreement;
(b) Amendments agreements to the Mortgages; and
(c) Any other Finance Document.
(a) Evidence satisfactory to the Agent that amendments corresponding to the amendments referred to in Clause 3 ( Amendments to the Facility Agreement ) have
been or will be effected in the Deutsche Bank Facilities;
(b) Evidence satisfactory to the Agent to enable the Agent to make the assessment referred to in Clause 3.11 of this Amendment Agreement;
(c) Evidence that all fees, costs and expenses, as payable on or prior to the Effective Date, pursuant to the provisions in this Amendment Agreement or the request
from the Borrower dated 22 February 2012, have or will be paid on its due date;
(d) Evidence of ownership and corporate structure of the Restricted Group;
(e) "Know your customer" documents and information required by the Lenders; and
(f) An addendum to the GIEK Guarantee.
(a) Legal opinion from Holland & Knight LLP relating to Marshall Islands law issues;
(b) Legal opinion from Bugge, Arentz-Hansen & Rasmussen relating to Norwegian law issues; and

11(12)




(c) Any such other favourable legal opinions in form and substance satisfactory to the Agent (on behalf of all the Finance Parties) from lawyers appointed by the
Agent on matters concerning all relevant jurisdictions.

12(12)




Exhibit 4.09



18 May 2012

ADDENDUM NO. 2

to

AMENDED AND RESTATED
GUARANTEE, REVOLVING CREDIT AND TERM LOAN FACILITY AGREEMENT

dated 19 November 2009
between

OCEAN RIG ASA,
OCEAN RIG NORWAY AS and DRILL RIGS HOLDINGS INC.
as borrowers

THE COMPANIES
listed in Part 1 of Schedule 1
as original guarantors

THE FINANCIAL INSTITUTIONS
listed in Part 2 of Schedule 1
as banks

DNB BANK ASA
as guarantee bank

DNB BANK ASA
as mandated lead arranger and bookrunner
and
HSH NORDBANK AG
NORDEA BANK NORGE ASA
and
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
as mandated lead arrangers

DNB BANK ASA
as agent

_________________________

USD 1,040,000,000
_________________________

WIKBORG REIN





THIS ADDENDUM NO. 2 to the Amended and Restated Guarantee, Revolving Credit and Term Loan Facility Agreement dated 19 November 2009 as amended by Addendum
No. 1 thereto dated 23 December 2010 (the "Facility Agreement") is made on 18 May 2012 between:









IT IS HEREBY AGREED AS FOLLOWS:


" means UDW or a member of the Group which becomes a Guarantor after the Signing Date in accordance with Clause 31.8 (Additional Guarantors). "


"" UDW "

means Ocean Rig UDW Inc., Trust House Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 ."

"2012 Leiv Eiriksson Contract"

means the contract named Contract NCS-4 dated 3 February 2012 entered into between UDW as contractor and a consortium comprising Total E&P Norge AS,
Maersk Oil Norway AS, Bayerngas Norge AS, RWE Dea Norge AS and OMV (Norge) AS in respect of "Leiv Eiriksson".



(1) DRILL RIGS HOLDINGS INC. , Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as borrower (the "Borrower") ;
(2) THE COMPANIES named as Guarantors on the execution pages hereof as guarantors (the "Guarantors") ;
(3 ) THE FINANCIAL INSTITUTIONS named as Banks on the execution page hereof as banks (the "Banks") ;
(4) DNB BANK ASA , Stranden 21, NO-0021 Oslo, Norway as guarantee bank (the "Guarantee Bank");
(5) DNB BANK ASA, Stranden 21, NO-0021 Oslo, Norway as mandated lead arranger and bookrunner and HSH NORBANK AG, Gerhart-Hauptmann-Platz 50, D-
20095 Hamburg, Germany, NORDEA BANK FINLAND PLC, Aleksis Kiven katu 9, FIN-00020 Nordea, Helsinki, Finland and SKANDINAVISKA
ENSKILDA BANKEN AB (PUBL), SE-106 40 Stockholm, Sweden as mandated lead managers (the " Arrangers ");
(6) DNB BANK ASA, Stranden 21, NO-0021 Oslo, Norway as agent and security trustee (the "Agent").
WHEREAS
(A) the Parties have agreed that Ocean Rig UDW shall become a Guarantor under the Facility Agreement and to make certain amendments to the Facility Agreement;
1. The wording of the defmition of "Additional Guarantor" in Clause 1.1 (Definitions) of the Facility Agreement shall be deleted in its entirety and replaced with the
following wording:
2. The following new definitions shall be inserted in Clause 1.1 (Definitions) of the Facility Agreement:











" The Borrowers shall supply to the Agent in sufficient copies for all of the Banks:




all such accounts to be prepared in accordance with the Approved Accounting Principles, and the financial reporting in respect of the Parent shall be as comprehensive
and detailed as if the Parent was listed on the Oslo Stock Exchange, the New York Stock Exchange, NASDAQ or such other stock exchange acceptable to the Banks."




3. The wording of Clause 13.2 (Set-off) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:
" (a) Without prejudice to any other rights which it may have, each Finance Party may at any time, at its discretion and without prior notice, apply any balance
(whether then due or not) which then stands to the credit of any of the Obligors (other than UDW) at any branch or other office of that Finance Party in any
country in or towards satisfaction of any amount then due from the Obligors (other than UDW) to that Finance Party under any of the Finance Documents
and, for that purpose, may:
(i) break, or change the maturity of all or part of a deposit of an Obligor(other than UDW);
(ii) convert all or any part of a deposit or other credit balance from one currency into another; and
(iii) enter into any other transaction or make any entry with regard to the credit balance which the relevant Finance Party considers appropriate.
(b) For the purposes of paragraph (a) above, an amount payable by an Obligor (other than UDW) to the Agent for distribution to, or for the account of a Bank
shall be treated as a sum due to that Bank "
4. The wording of paragraph (a) of Clause 22.2 (Financial information) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:
(i) as soon as reasonably practicable after the same are available (and in any event within 120 days after the end of each financial year), the unaudited
consolidated accounts of the Parent and the audited consolidated accounts of UDW, in each case including balance sheet, profit and loss statement and cash
flow analysis for that financial year;
(ii) as soon as reasonably practicable after the same are available (and in any event within 60 days after the end of the relevant reporting period), the quarterly
unaudited consolidated accounts of the. Parent and UDW, together with updated liquidity forecasts of the Parent; and
(iii) such other information in respect of the business, properties or condition, financial or otherwise, of each of the Obligors as the Agent may from time to time
reasonably request,
5. The wording of paragraph (v) of Clause 22.7 (Notification of certain events) of the Facility Agreement shall be deleted in its entirety and replaced with the following
wording:




"the occurrence of any litigation, arbitration or administrative proceedings current or, to an Obligor's knowledge, pending or threatened against any of the Obligors,
provided in relation to UDW only, that such litigation, arbitration or administrative proceedings might, if adversely determined against UDW, have a material adverse
effect on the ability of UDW to perform its obligations under this Agreement. "


" No Obligor (other than UDW) shall, and the Parent shall ensure that no other member of the Group shall, incur, create or permit to subsist any Financial
Indebtedness."


" No Obligor (other than UDW) shall merge or consolidate with any other company, de-merge or undertake any corporate restructuring, without the prior written
consent of the Majority Banks, other than any intra-Group merger, de-merger or re-organisation on a solvent basis. "


" No Obligor (other than UDW) shall, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily,
without the prior written consent of the Majority Banks, sell, transfer, grant or lease out (on financial leasing terms) or otherwise dispose of the whole or a substantial
part of its assets (other than those referred to in paragraphs (a) and (b) above), or sell, transfer, grant or lease out or otherwise dispose of any of its assets other than
at market value, against cash payment and on arms length terms. "


" The Parent shall not in any circumstances, without the prior written consent of the Banks, pay or declare any dividend or reduction of share capital, or pay, declare
or make any other distribution to its shareholders or any of them if the 2012 Leiv Eiriksson Contract has expired or been terminated, cancelled or rescinded or has
otherwise ceased to be in full force and effect, unless the 2012 Leiv Eiriksson Contract has been replaced with another Employment Contract which in the opinion of
the Majority Banks is at least as favourable to the relevant member of the Group as the 2012 Leiv Eiriksson Contract and is entered into with a contract party which in
the opinion of the Majority Banks has a financial standing at least equal to the financial standing that the members of the consortium that are parties to the 2012 Leiv
Eiriksson Contract had at the time they entered into the 2012 Leiv Eiriksson Contract. "


" No Obligor (other than UDW) shall enter into any interest and currency hedging, or other derivative transactions, for speculative purposes. "




6. The wording of paragraph (a) Clause 22.18 (Financial Indebtedness restrictions) of the Facility Agreement shall be deleted in its entirety and replaced with the
following wording:
7. The wording of paragraph (a) Clause 22.19 (Merger and reconstruction restrictions) of the Facility Agreement shall be deleted in its entirety and replaced with the
following wording:
8. The wording of paragraph (c) Clause 22.20 (Disposal restrictions) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:
9. The wording of Clause 22.21 (Dividend restrictions) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:
10. The wording of paragraph (a) Clause 22.25 (Hedging policy) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:
11. The wording of Clause 24.6 (Cross-default) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:




" Any of the following occurs in respect of any member of the Group (other than a Project Company) or UDW:







in each case, as a result of an event of default (howsoever described); or


provided, however, that no Event of Default will occur under this Clause 24.6 if the aggregate amount of Financial Indebtedness or commitment for Financial
Indebtedness falling within paragraphs (i) to (iv) above is less than USD 25,000,000 (or its equivalent in other currencies). "








(i) any of its Financial Indebtedness (other than the obligations under the Finance Documents) is not paid when due (after the expiry of any originally applicable
grace period);
(ii) any of its Financial Indebtedness where it is a guarantor is not paid, unless contested in good faith, when due;
(iii) any of its Financial Indebtedness:
a. becomes prematurely due and payable;
b. is placed on demand; or
c. is declared by a creditor to be prematurely due and payable or being placed on demand,
(iv) any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default (howsoever described),
12. The wording of Clause 24.9 (Insolvency) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:
" (a) Any member of the Group or UDW is, or for the purpose of law is deemed to be, unable to pay its debts as they fall due by reason of actual or anticipated
financial difficulties or becomes insolvent, or admits inability or intention not to pay its debts as they are due; or
(b) any member of the Group or UDW, by reason solely of financial difficulties, begins negotiations with its creditors with a view to the readjustment or
rescheduling of any of its indebtedness; or any step is taken with a view to an arrangement with its creditors; or
(c) a meeting of any member of the Group or UDW is convened for the purpose of considering any resolution for its winding-up or its administration or any such
resolution is passed, ordered, or requested; or
(d) any other step (including petition (other than a frivolous or vexatious petition which is contested in good faith or set aside within 30 days after a Borrower or
the relevant member of the Group or UDW (as the case may be) became aware of the same), proposal or convening a meeting) is taken with a view to the
administration,




liquidation, winding-up (other than a solvent winding-up), dissolution or general debt negotiations of any member of the Group or UDW or any other
insolvency proceedings involving a member of the Group or UDW,

provided, however, that no Event of Default shall occur if any of the circumstances set out in this Clause 24.9 are applicable only to a Project Company. "


" Any liquidator, receiver, administrator or the like is appointed or requested to be appointed in respect of any member of the Group or UDW (other than a frivolous
or vexatious petition which is contested in good faith), provided, however, that no Event of Default shall occur if any of the circumstances set out in this Clause 24.10
are applicable only to a Project Company. "


" There occurs, in relation to any member of the Group or UDW any event or circumstance which, in the reasonable opinion of the Majority Banks, appears to
correspond with those mentioned in Clauses 24.9 (Insolvency) or 24.10 (Appointment of receiver, etc), provided, however, that no Event of Default shall occur if any of
the circumstances set out in this Clause 24.11 are applicable only to a Project Company. "


" the release of any Guarantor from its obligations under this Agreement other than where such Guarantor is not the Parent or UDW or an Owner and has ceased to
be a Group Contract Party; or "







13. The wording of Clause 24.10 (Appointment of receiver etc.) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:
14. The wording of Clause 24.11 (Analogous proceedings) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:
15. The wording of paragraph (a) (viii) of Clause 30.2 (Exceptions) of the Facility Agreement shall be deleted in its entirety and replaced with the following wording:
16. Each Obligor hereby confirms and agrees that each Security Document to which it is a party shall continue in full force and effect notwithstanding the amendments to
the Facility Agreement set out in this Addendum No. 2.
17. Each Obligor represents and warrants to each Finance Party that the representations and warranties in Clause 21 (Representations and warranties) of the Facility
Agreement remain true and correct and that no Event of Default has occurred or will occur as a consequence of the entering into of this Addendum No. 2 or the
compliance herewith.
18. The Borrower shall upon demand pay to the Agent the amount of all reasonable costs and expenses (including external legal fees) properly incurred by the Agent in
connection with the negotiation, preparation, printing, execution and registration of this Addendum No. 2, any other documents referred to in this Addendum No. 2.
19. This Addendum No. 2 and the amendments of the Facility Agreement agreed herein (other than Clause 18 hereof, which shall become effective on the date hereof) shall
become effective on the date the Agent has notified the Borrower and the Banks that it has received all of the documents set out in Schedule 1 to this Addendum No. 2
in a form and substance satisfactory to the Banks, or on such earlier date as may be determined by the Agent (acting on the instructions of the Banks) and notified to the
Borrower and the Banks in writing (the " Effective Date ").










This Clause 24 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other
courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.





[The remainder of this page has been left intentionally blank]



20. Words and expressions used herein shall have the same meaning when used herein as set out in the Facility Agreement unless expressly set out herein or the context
otherwise requires.
21. Except as expressly modified by this Addendum No. 2, all terms and provisions of the Facility Agreement shall remain in full force and effect and are hereby ratified
and confirmed in all respects by the parties as if herein set forth in their entirety. All references in the Facility Agreement to "this Agreement", "hereof'", "hereby",
"hereto", and the like shall, upon the occurrence of the Effective Date, mean the Facility Agreement as hereby amended.
22. This Addendum No. 2 is a Finance Document.
23. This Addendum No. 2 shall be governed by Norwegian law.
24. The courts of Norway have exclusive jurisdiction to settle any dispute arising out of or in connection with this Addendum No. 2 (including a dispute regarding the
existence, validity or termination of this Agreement) (a "Dispute"), and any Dispute shall be referred to Oslo district court as the court of first instance.
25. Without prejudice to any other mode of service, each Obligor:-
(i) irrevocably appoints Ocean Rig AS of Vestre Svanholmen nr. 6, Forus, NO-4313 Sandnes, Norway, as its agent for service of process relating to any
proceedings before the Norwegian courts in connection with this Addendum No. 2;
(ii) agrees that failure by its process agent to notify it of the process will not invalidate the proceedings concerned; and
(iii) consents to the service of process to any such proceedings before the Norwegian courts by prepaid posting of a copy of the process to its address set out in this
Agreement or any Accession Agreement to which it is a party, or its address at any later time notified to the Agent in writing.



SCHEDULE 1

CONDITIONS PRECEDENT DOCUMENTS

1. In respect of each of the Obligors, certified copies or originals of:

















(a) its articles of association, articles of incorporation and by-laws (as the case may be);
(b) a certificate of registration, incorporation or goodstanding;
(c) a resolution of its board of directors authorising it to execute this Addendum No. 2;
(d) where required, a resolution of its shareholders approving the resolutions referred to in paragraph (c) above;
(e) if not included in the resolutions referred to in paragraph (c) above, a power of attorney to its representatives for the execution and registration of this
Addendum No. 2; and
(f) such other documents and evidence as the Agent (or any Bank through the Agent) shall from time to time require, based on law and regulations applicable
from time to time and the Banks' own internal guidelines applicable from time to time to identify the Borrowers and the other Obligors (including certified
copies of the passport of each director of each Obligor and documentation evidencing the ultimate legal and beneficial owner or owners of such entities) and
any other persons involved or affected by the transaction(s) contemplated by this Agreement.
2. Certified copies of all approvals, authorisations and consents required by any government or other authority in order for each of the Obligors to enter into and perform
its obligations under this Addendum No. 2.
3. The following documents and evidence in respect of the accession by UDW to the Facility Agreement as an Additional Guarantor:
(a) a resolution of its board of directors authorising the execution of the Accession Agreement;
(b) if not included in the resolutions referred to in paragraph (a) above, a power of attorney to its representatives for the execution and registration of the Accession
Agreement;
(c) certified copies of all approvals, authorisations and consents required by any government or other authority in order for UDW to enter into and perform its
obligations under the Accession Agreement; and
(d) the Accession Agreement duly executed by the Parent and UDW.
4. Evidence of the acceptance of appointment by each service of process agent appointed or required to be appointed under this Addendum No. 2 or the Facility
Agreement.
5. Favourable legal opinions in form and substance satisfactory to the Agent from lawyers appointed by the Agent on matters concerning all relevant jurisdictions.



SIGNATORIES:
The Borrower :

Drill Rigs Holdings Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

The Guarantors :

Drill Rigs Holdings Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Primelead Limited

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Ocean Rig 1 Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Ocean Rig 2 Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Ocean Rig Limited

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

/s/ Eugenia Th. Voulika
Witness:
Name:
Address:
Eugenia Th. Voulika
Attorney-at-law
52, Ag. Konstantinou Street -15124 Marousi
Athens, Greece
Tel.: +302106140580 Fax: 3021006140267

Ocean Rig Ghana Limited

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact





Ocean Rig 1 Shareholders Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Ocean Rig 2 Shareholders Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Ocean Rig 1 Greenland Operations Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Ocean Rig Falkland Operations Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

Ocean Rig UDW Inc.

By: /s/ Geoffroy Gunet
Name: Geoffroy Gunet
Title: Attorney in Fact

The Banks :

DNB Bank ASA

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

HSH Nordbank AG

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

Nordea Bank Finland Plc

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact





Skandinaviska Enskilda Banken AB (publ)

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

DVB Bank SE Nordic Branch

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

Deutsche Schiffsbank Aktiengesellschaft

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

Natixis

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

National Bank of Greece S.A.

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

The Guarantee Bank:

DNB Bank ASA

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

The Arrangers:

DNB Bank ASA

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

HSH Nordbank Ag

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact





Nordea Bank Finland Plc

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

Skandinaviska Enskilda banken AB (publ)

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact

The Agent:

DNB Bank ASA

By: /s/ Johan Rasmussen
Name: Johan Rasmussen
Title: Attorney in Fact







Exhibit 4.31

EXECUTION VERSION

CREDIT FACILITY AGREEMENT

18 JULY 2008

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 as most recently amended and restated on May 2012

ALLEN & OVERY
Allen & Overy LLP





CONTENTS



Clause Page

1. Interpretation 1
2. Facilities 36
3. Conditions Precedent 37
4. Utilisation 39
5. Repayment 43
6. Prepayment and Cancellation 43
7. Interest 48
8. Terms 50
9. Market Disruption 51
10. Taxes 52
11. Increased Costs 54
12. Accounts 55
13. Payments 61
14. Representations and Warranties 64
15. Information Covenants 71
16. General Covenants 76
17. Insurances 95
18. Default 99
19. Security 104
20. The Administrative Parties 104
21. Evidence and Calculations 110
22. Fees 110
23. Indemnities and Break Costs 110
24. Expenses 114
25. Waiver of Consequential Damages 114
26. Amendments and Waivers 115
27. Changes to the Parties 116
28. Disclosure of Information 119
29. Set-Off 119
30. Pro Rata Sharing 120
31. Severability 121
32. Counterparts 121
33. Notices 121
34. Language 123
35. Governing Law 123
36. Enforcement 123












Schedule

1. Original Lenders 125
2. Conditions Precedent 126
Part 1 Incidental Costs Loan 126
Part 2 Instalment Loan 1 129
Part 3 Instalment Loan 2 130
Part 4 Instalment Loan 3 131
Part 5 Delivery Loan 132
Part 6 Incidental Vessel Costs Loan 132
3. Form of Request 137
4. Form of Transfer Certificate 139
5. Loan Repayment Schedule 141
6. Calculation Certificate 142
7. Incidental Vessel Costs 143
8. Calculation of the Mandatory Cost 144

Appendix

1. Form of Delivery General Assignment 142
2. Form of Mortgage 143
3. Form of Charter Assignment 144
4. Approved Budget 145
5. Form of Petrobras Charter Assignment 146
6. Form of Services Contract Assignment 147

Signatories 149




THIS AGREEMENT is dated 18 July 2008, as amended and supplemented from time to time and as most recently amended and restated on May 2012

BETWEEN:







IT IS AGREED as follows:



In this Agreement:

Account Bank means Deutsche Bank AG (acting through its London branch) or any other bank or financial institution which replaces the Account Bank in
accordance with clause 13 of the DPP.

Account Bank Mandate means, in relation to any Owner Account, the resolutions, instructions and signature authorities relating to such Accounts as will be
agreed by the Account Bank, the Owner and the Security Trustee on or prior to the Utilisation Date for the Incidental Costs Loan, in relation to the Bareboat
Charterer Accounts the resolutions, instructions and signature authorities relating to such Accounts as will be agreed by the Account Bank, the Bareboat Charterer
and the Security Trustee on or prior to the Amendment and Restatement Effective Date No.2 and in relation to the Operator Account any resolutions, instructions
and signature authorities relating to such Account as will be agreed by the Brazilian Account Bank, the Operator and the Security Trustee on or prior to the date 90
days following the Amendment and Restatement Effective Date No.2 or the date execution of the Operator Account Management Agreement if that date is earlier.

Accounts means:






(1) DRILLSHIP SKOPELOS OWNERS INC . a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower (the Owner );
(2) DEUTSCHE BANK AG, LONDON BRANCH as bookrunner and mandated lead arranger and bookrunner (in this capacity the Bookrunner and Mandated
Lead Arranger );
(3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Lenders) as original lenders (the Original Lenders );
(4) DEUTSCHE BANK AG, LONDON BRANCH as swap bank (in this capacity a Swap Bank);
(5) DEUTSCHE BANK LUXEMBOURG S.A . as facility agent (in this capacity the Facility Agent ); and
(6) DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT acting through its office at Adolphsplatz 7, 20457 Hamburg, Germany as security trustee (in
this capacity the Security Trustee ).
1. INTERPRETATION
1.1 Definitions
(a) The Owner Accounts;
(b) The Bareboat Charterer Accounts; and
(c) The Operator Account.

1

Ac t means the Law of Property Act 1925.

Additional Reserve Amount means fifty seven million Dollars (US$ 57,000,000).

Additional Reserve Transfers has the meaning given in Clause 12.4(b) below.

Administrative Party means the Facility Agent or the Security Trustee.

Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

Agreement means this credit facility agreement, including any schedules or appendices hereto, as amended from time to time.

Amendment and Restatement Agreement means the credit agreement amendment and restatement agreement dated 27 April 2011 between, amongst others, the
Owner, the Lenders, the Facility Agent and the Security Trustee to.

Amendment and Restatement Agreement No.2 means the credit agreement amendment and restatement agreement dated 20 February 2012 between, amongst
others, the Owner, the Lenders, the Facility Agent and the Security Trustee.

Amendment and Restatement Effective Date No.1 means the date specified as such in the effective date notice issued pursuant to clause 2(b) of the Amendment
and Restatement Agreement.

Amendment and Restatement Effective Date No.2 means the date specified as such in the effective date notice issued pursuant to clause 2(b) of the Amendment
and Restatement Agreement No.2.

Annual Budget means a budget itemising:










(a) during the Pre-Completion Period, the Contract Price, the Incidental Costs, any other costs approved by the Lenders and any other costs and expenses
incurred or to be incurred in relation to the construction of the Vessel and containing sufficient information and details to enable the Equity Collateral to
be calculated; and
(b) during the Post-Completion Period:
(i) the anticipated Earnings;
(ii) the anticipated Operating Expenses;
(iii) the anticipated CAPEX Expenses;
(iv) the anticipated Bareboat Charterer Earnings during the Bareboat Charter Period;
(v) the anticipated Operator Earnings during the Operator Period,in each case of the Owner, the Bareboat Charterer and the Operator as relevant, for
a financial year of t he Owner, the Bareboat Charterer and the Operator as relevant, agreed by the board of directors of the Owner, the Bareboat
Charterer and the Operator as relevant, (based on the good faith estimates of the officers of the Owner, the Bareboat Charterer and the Operator as
relevant, and the Manager) and approved by the Facility Agent in accordance with Clause 15.3 (Annual Budget and reports).

2

Applicable Law means any or all applicable law (whether civil, criminal or administrative), common law, statute, statutory instrument, treaty, convention,
regulation, directive, by-law, demand, decree, ordinance, injunction, resolution, order, judgment, rule, permit, licence or restriction (in each case having the force of
law) and codes of practice or conduct, circulars and guidance notes generally accepted and applied by the global off-shore oil-rig industry, in each case of any
government, quasi-government, supranational, federal, state or local government, statutory or regulatory body, court, agency or association relating to all laws,
rules, directives and regulations, national or international, public or private in any applicable jurisdiction from time to time.

Applicable Margin means, in respect of the KEXIM Loans or, as the case may be, the Commercial Loans:



Approved Brokers means R.S. Platou Offshore, ODS Petrodata, H. Clarksons & Co Ltd. and Fearnley Offshore AS, or such other brokers as may be approved by
the Facility Agent and the Owner in writing.

Approved Budget means an Annual Budget approved by the Facility Agent in accordance with Clause 15.3 (Annual Budget and reports), the first such Annual
Budget (covering the PreCompletion Period) being attached as Appendix 1.

Approved Incidental Vessel Costs means the costs of any of the types set out in Schedule 7 up to the amounts for such costs specified in the budget for the project
of constructing the Vessel approved by the Facility Agent.

" Approved Kithira Petrobras Charter means the agreement in respect of the Sister Vessel for the provision of drilling services with contract number 026-2010
between Petrobras Tanzania and Ocean Rig, dated 21 December 2010.".

Availability Period means:









(a) during the Pre-Completion Period, the Pre-Completion Margin; or
(b) during the Post-Completion Period, the Post-Completion Margin, as the case may be.
(a) for the Incidental Costs Loan, the Incidental Costs Loan Availability Period;
(b) for the Instalment Loan 1, the Instalment Loan 1 Availability Period;
(c) for the Instalment Loan 2, the Instalment Loan 2 Availability Period;
(d) for the Instalment Loan 3, the Instalment Loan 3 Availability Period;
(e) for the Delivery Loan, the period from and including the Utilisation Date for the immediately preceding Loan (if any) to and including the Petrobras
Acceptance Longstop Date;
(f) for the Undrawn Amount Loan, the period from and including the date falling ten (10) Business Days after the Final Completion Date to and including the
date falling thirty (30) Business Days after the Final Completion Date; and

3


Balancing Equity Contribution means the amount (if positive) at that time equal to:



Bareboat Charter means the bareboat charter party in respect of the Vessel dated 17 October 2011 between the Owner and the Bareboat Charterer as amended on
or about the date of the Amendment and Restatement Agreement No. 2.

Bareboat Charter Assignment means the assignment of the Owner's rights, title and interest in and to the Bareboat Charter between the Owner and the Security
Trustee dated on or about the Amendment and Restatement Effective Date No.2.

Bareboat Charterer means Ocean Rig Drilling Operations B.V., a private company with limited liability (besloten vennootschap) under the laws of the
Netherlands having its registered address at Claude Debussylaan 24, 1082 MD Amsterdam, the Netherlands.

Bareboat Charterer Accounts means each of the Bareboat Charterer Proceeds Account, the Bareboat Charterer CAPEX Account and the Bareboat Charterer
OPEX Account.

Bareboat Charterer Accounts Charge Agreement means the charge document to be entered into by the Bareboat Charterer in favour of the Security Trustee on
or about the date of the Amendment and Restatement Effective Date No. 2.

Bareboat Charterer CAPEX Account means the bank account opened in the name of the Bareboat Charterer with the Account Bank with account number
0285527-0000-USD-002-CTA and designated "Ocean Rig Drilling Operations B.V. Capex Account".

Bareboat Charterer Earnings means all present and future moneys and claims which are earned by or become payable to or for the account of the Bareboat
Charterer in connection with the operation of the Vessel during the Bareboat Charter Period and including but not limited to:









(g) for an Incidental Vessel Costs Loan, the period from and including the date of this Agreement to and including the Final Completion Date.
(a) the aggregate of all costs payable or reasonably expected to be payable by the Owner to the Builder under the Shipbuilding Contract; less
(b) the aggregate of the Expected Contract Price and any Balancing Equity Contributions already paid by the Owner into the Proceeds Account in accordance
with Clause 12.2 (Proceeds Account).
(a) freights, passage and hire moneys (howsoever earned), including, for the avoidance of doubt, charterhire, charterhire performance bonuses and any
mobilisation fees payable under the Petrobras Brasil Charter;
(b) remuneration for salvage and towage services;
(c) demurrage and detention moneys;
(d) all moneys and claims in respect of the requisition for hire of the Vessel;
(e) payments received in respect of off-hire insurance; and
(f) any damages for breach or payments for termination of the Petrobras Brasil Charter.

4

Bareboat Charterer Earnings Deposit Date means the date of receipt by the Bareboat Charterer of any Bareboat Charterer Earnings or Requisition Compensation
into the Bareboat Charterer Proceeds Account.

Bareboat Charterer Guarantee means the guarantee to be provided by the Bareboat Charterer in favour of the Security Trustee (acting on behalf of the Finance
Parties) in respect of the Owner's obligations under the Finance Documents on or about the date of the Amendment and Restatement Effective Date No. 2.

Bareboat Charterer Insurances Assignment means the assignment by the Bareboat Charterer of its Obligatory Insurances together with all benefits under the
contracts, policies and entries under its Obligatory Insurances and all claims in respect of them, together with any and all notices and acknowledgements entered
into or to be entered into in connection therewith, on or about the date of the Amendment and Restatement Effective Date No. 2.

Bareboat Charterer OPEX Account means the bank account opened in the name of the Bareboat Charterer with the Account Bank with account number
0285527-0000-USD-001-CTA and designated "Ocean Rig Drilling Operations B.V. Opex Account".

Bareboat Charterer Parent means Ocean Rig Drilling Operations Cooperatief U.A., a cooperative incorporated in the Netherlands with registered address at
Claude Debussylaan 24, 1082 MD Amsterdam, the Netherlands.

Bareboat Charterer Parent Pledge of Membership means the pledge in respect of the membership of the Bareboat Charterer Parent to be granted by the Owner
and the Parent Shareholder in favour of the Security Trustee on or about the Amendment and Restatement Effective Date No.2.

Bareboat Charterer Pledge of Shares means the pledge in respect of the issued share capital of the Bareboat Charterer to be granted by the Bareboat Charterer
Parent in favour of the Security Trustee on or about the Amendment and Restatement Effective Date No.2 and most recently amended on the Effective Date.

Bareboat Charterer Proceeds Account means the bank account opened in the name of the Bareboat Charterer with the Account Bank with account number
0285527-0000-USD-000-CTA and designated "Ocean Rig Drilling Operations B.V. Proceeds Account".

Bareboat Charterhire means the amount of charterhire due to the Owner under the Bareboat Charter as specified in clause 3 of the Bareboat Charter.

Bareboat Charter Period means the period from the Amendment and Restatement Effective Date No.2 and ending on the later date of (i) the expiry or other
termination of the Bareboat Charter and (ii) the date upon which the Bareboat Charterer has received irrevocably and in full, all amounts owing by Petrobras Brasil
under the Petrobras Brasil Charter.

Bareboat Charter Termination Event means:




(a) any material breach by the Bareboat Charterer of the terms of the Bareboat Charter, which material breach is not cured by the date which falls 20 days
after the date on which the Facility Agent gives written notice to the Bareboat Charterer of the breach and such breach is not remedied, or otherwise
compensated for, in each case, to the satisfaction of the Majority Lenders within such period or if the matter has been referred to arbitration within that 20
day period, upon the earlier of a settlement being reached in respect of such arbitration and 15 days after the receipt of the final arbitration award; or

5


Basel Accord means the accord on minimum capital requirements for internationally active banks promulgated in 1988 by the Basel Committee on Banking
Supervision as amended prior to the date of this Agreement.

Basel II means the revision to the Basel Accord as contemplated by the revised framework entitled "International Convergence of Capital Measurement and
Capital Standards: a Revised Framework" published by the Basel Committee on Banking Supervision on 26 June 2004, as such revision may be implemented in the
United Kingdom, the EEA and the EU (including, for the avoidance of doubt, by way of changes to the EU Capital Adequacy Directive).

Brazilian Account Bank means Banco It^ BBA S.A..

Break Costs has the meaning given to such term in Clause 23.4(b) (Break Costs) or, in respect of an Eksportfinans Lender, Clause 23.4(c) (Break Costs), or in
respect of any Swap Bank, Clause 23.4(d) (Break Costs).

Builder means Samsung Heavy Industries Co., Ltd., a corporation incorporated in the Republic of Korea with registered address at 34th Floor, Samsung Life
Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London, Luxembourg, Athens, Seoul, Oslo and
New York.

Calculation Certificate means the calculation certificate referred to in Clause 15.11 (Calculation Certificate) in the form set out in Schedule 6 (Calculation
Certificate).

Calculation Period means:



CAPEX Account means the bank account opened in the name of the Owner with the Account Bank and designated "Skopelos CAPEX Account".

CAPEX Expenses means capital expenses incurred by the Owner or by the Bareboat Charterer during the Bareboat Charter Period or the Operator during the
Operator Period in respect of the continued maintenance and operation of the Vessel, including modifications required to be made to the Vessel by the
Classification Society or as required by Applicable Law.

Charter Assignment means, in respect of a Drilling Charter (other than the Petrobras Brasil Charter), the security agreement entered into or to be entered into
substantially in the form attached at Appendix 3 (Form of Charter Assignment) from the Owner, or other counterparty to the Charterer under the Drilling Charter,
to the Security Trustee in respect of:





(b) the termination of the Bareboat Charter by the Owner or the Bareboat Charterer for any reason whatsoever.
(a) the period from (and including) the Final Completion Date of the Vessel to (and excluding) the first Repayment Date; and
(b) each subsequent period from (and including) a Repayment Date to (and excluding) the next Repayment Date or, as the case may be, the Final Maturity
Date.
(a) its rights under that Drilling Charter; and
(b) its rights under any applicable Charterer Parent Guarantee.

6



Charter Termination Event means:




Charterer means any approved charterer of the Vessel under and in accordance with Clause 16.22 (Charters) or any replacement of such charterer in accordance
with Clause 16.22(b) (Charters).

Charterer Parent means any person who as contemplated by Clause 16.22 (Charters) provides a guarantee to the Owner in respect of a Charterer's obligations
under a Drilling Charter.

Charterer Parent Guarantee means a guarantee, if any, from the Charterer Parent in form and substance satisfactory to the Facility Agent (acting on the
instructions of the Majority Lenders) in favour of the Owner, or other counterparty to the Charterer under the Drilling Charter, in respect of the Charterer's
obligations under a Drilling Charter.

Classification Society means American Bureau of Shipping or such other classification society approved in writing by the Facility Agent (acting on the
instructions of the Majority Lenders).

Commercial Lenders means the lenders detailed in Schedule 1 as Commercial Lenders together with any New Lenders in respect of a Commercial Loan.

Commercial Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the Commercial Lenders.

Commitment means:



Confirmatory Charge means the confirmatory charge dated 27 April 2011 entered into by the Owner, the Parent, the Parent Shareholder and the Security Trustee
relating to the Swap Agreement Assignment, the General Assignment, the Share Charge, the Owner Accounts Charge Agreement, the Management Agreement
Assignment and the Floating Charge.

Confirmatory Charge No.2 means the confirmatory charge entered into on or about the date of the Amendment and Restatement Effective Date No.2, by the
Owner, the Parent, the Parent Shareholder



(a) any material breach by the Charterer of the terms of a Drilling Charter or, as applicable, by the Charterer Parent of the terms of a Charter Parent Guarantee
which material breach is not cured by the date which falls 20 days after the date on which the Facility Agent gives written notice to the Owner of the
breach and such breach is not remedied, or otherwise compensated for, in each case, to the satisfaction of the Majority Lenders within such period or if the
matter has been referred to arbitration within that 20 day period, upon the earlier of a settlement being reached in respect of such arbitration and 15 days
after the receipt of the final arbitration award; or
(b) the termination of a Drilling Charter by the Owner or the Charterer; or
(c) the termination of the Petrobras Brasil Charter by the Bareboat Charterer during the Bareboat Charter Period, or at any time by Petrobras Brasil for any
reason.
(a) for an Original Lender, the amount set opposite its name in Schedule 1 (Original Lenders) under the heading "Commitments" and the amount of any other
Commitment it acquires; and
(b) for any other Lender, the amount of any other Commitment it acquires, to the extent not cancelled, transferred or reduced under this Agreement.

7



and the Security Trustee relating to the Swap Agreement Assignment, the General Assignment, the Share Charge, the Owner Accounts Charge Agreement, the
Management Agreement Assignment, the Floating Charge and the Confirmatory Charge.

Construction Insurances means the construction insurances to be procured by the Builder under the terms of Article XVII of the Shipbuilding Contract.

Contract Price means the lower of:



Date of Total Loss means, in respect of the Vessel, the date of Total Loss of the Vessel which date shall be deemed to have occurred:






Debt Service Account means the bank account opened in the name of the Owner with the Account Bank and designated "Skopelos Debt Service Account".

Debt Service means, in relation to any Calculation Period, an amount equal to the aggregate of:





(a) the Expected Contract Price; and
(b) the total amount actually paid to the Builder by or on behalf of the Owner under the Shipbuilding Contract, as adjusted in accordance with the provisions
of the Shipbuilding Contract.
(a) in the case of an actual total loss, on the actual date and at the time the Vessel was lost or, if such date is not known, on the date on which the Vessel was
last reported;
(b) in the case of a constructive total loss, upon the date and at the time notice of abandonment is given to the Insurers for the time being (provided a claim for
total loss is admitted by such Insurers) or, if such Insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is
subsequently admitted by the Insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;
(c) in the case of a compromised, agreed or arranged total loss, on the date upon which a binding agreement as to such compromised, agreed or arranged total
loss has been entered into by the Insurers;
(d) in the case of requisition for title or other compulsory acquisition, on the date upon which the relevant requisition for title or other compulsory acquisition
occurs; or
(e) in the case of capture, seizure, arrest, detention, or confiscation of the Vessel by any government or by persons acting or purporting to act on behalf of any
government, government authority or any other person or entity which deprives the Owner of the Vessel or, as the case may be, the Charterer (and in the
case of the Petrobras Brasil Charter, the Bareboat Charterer during the Bareboat Charter Period) of the use of the Vessel for more than 60 days, upon the
expiry of the period of 60 days after the date upon which the relevant capture, seizure, arrest, detention or confiscation occurred.
(a) Financing Costs accruing; and
(b) Financing Principal payable (other than as a result ofa prepayment obligation), in that period less any amounts accruing for payment to the Owner in that
period under a Swap Agreement.

8

Debt Service Cover Ratio means, on any Repayment Date, the ratio of Net Cash Flow to Debt Service for the Calculation Period ending on that Repayment Date.

Debt Service Reserve Account means the bank account in the name of the Owner with the Account Bank and designated "Skopelos Debt Service Reserve
Account".

Deed of Release and Amendment means the deed of release and amendment dated May 2012 between, amongst others, the Owner, the Lenders, the Facility
Agent and the Security Trustee to which this Agreement is attached as schedule 4.

Default means:



Delivery Date means the date of actual delivery of the Vessel to the Owner under the terms of the Shipbuilding Contract.

Delivery General Assignment means the assignment of the Requisition Compensation and the Obligatory Insurances together with all benefits under the contracts,
policies and entries under the Obligatory Insurances and all claims in respect of them, dated 30 September 2011, together with any and all notices and
acknowledgements entered into in connection therewith.

Delivery Loan means the Loan to be advanced under this Agreement on the Delivery Date in relation to the final Instalment.

Deposit Bank means initially Deutsche Bank AG, London Branch or, as the case may be, any other bank or financial institution substituting or replacing it
pursuant to Clause 12.14 of this Agreement or, as the case may be, clause 3.3 of the DPP.

Distribution means the payment by the Owner, the Bareboat Charterer or, as the case may be, the Bareboat Charterer Parent, by way of any payment, repayment,
redemption or dividend, capital reduction, distribution or the like to any of its shareholders.

Dollars or US$ means the lawful currency for the time being of the United States of America.

DPP means the deed of proceeds and priorities dated 18 July 2008, as acceded to, amended and restated from time-to-time and as most recently amended and
restated on the Effective Date, and now between ( inter alios ) the Facility Agent, the Security Trustee, the Owner, Ocean Rig, the Bareboat Charterer and the Swap
Bank.

DPP Deed of Accession means the deed of accession to the DPP dated 27 April 2011, between, amongst others, the Facility Agent, the Security Trustee, the
Owner, the Swap Bank and Ocean Rig and pursuant to which Ocean Rig became a party to the DPP as guarantor.

DPP Deed of Accession, Amendment and Restatement means the deed of accession, amendment and restatement in relation to the DPP between, inter alios , the
Facility Agent, the Security Trustee, the Owner, Ocean Rig as guarantor, the Swap Bank, and the Bareboat Charterer, pursuant to which the Bareboat Charterer
becomes party to the DPP as guarantor, dated on or about the Amendment and Restatement Effective Date No.2.



(a) an Event of Default; or
(b) an event or circumstance which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance
Documents or any combination of them) an Event of Default.

9

Drilling Charter has the meaning given to it in Clause 16.22(a).

Drilling Charter Final Period has the meaning given in Clause 16.33(a).

Dutch Parallel Debt Agreement means the Dutch law governed parallel debt agreement between (amongst others) the Owner, the Sister Owner, the Bareboat
Charterer, the Bareboat Charterer Parent, the Facility Agent and the Security Trustee creating parallel claims in favour of the Security Trustee and dated on or about
the Amendment and Restatement Effective Date No.2.

Earnings means all present and future moneys and claims which are earned by or become payable to or for the account of the Owner in connection with the
operation or ownership of the Vessel and including but not limited to:








Effective Date means the date specified as such in the effective date notice issued pursuant to clause 3(g) of the Deed of Release and Amendment.

Eksportfinans means Eksportfinans ASA located at Postboks 1601 Vika, 0119, Oslo, Norway.

Eksportfinans CIRR means 3.93% per annum.

Eksportfinans Lenders means the lenders described in Schedule 1 as Eksportfinans Lenders together with any New Lenders in respect of an Eksportfinans Loan.

Eksportfinans Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the Eksportfinans Lenders.

Environment means:







(a) freights, passage and hire moneys (howsoever earned), including, for the avoidance of doubt, charterhire and charterhire performance bonuses payable
under any Drilling Charter or the Bareboat Charter;
(b) Liquidated Damages Payments;
(c) remuneration for salvage and towage services;
(d) demurrage and detention moneys;
(e) all moneys and claims in respect of the requisition for hire of the Vessel;
(f) payments received in respect of off-hire insurance;
(g) damages for breach or payments for termination of a Drilling Charter or any other contract for the employment of the Vessel.
(a) any land including, without limitation, surface land and sub-surface strata, sea bed or river bed under any water (as referred to below) and any natural or
man-made structures;
(b) water including, without limitation, coastal and inland waters, surface waters, ground waters and water in drains and sewers;
(c) air including, without limitation, air within buildings and other natural or man-made structures above or below ground; and

10


Environmental Affiliate means the Owner, the Bareboat Charterer during the Bareboat Charter Period, the Operator during the Operator Period, Ocean Rig and
the Manager together with their respective officers, directors and employees and, during the Post-Completion Period, all of those persons for whom the Owner, the
Bareboat Charterer during the Bareboat Charter Period, the Operator during the Operator Period, Ocean Rig or the Manager is responsible under any Applicable
Law in respect of any activities undertaken in relation to the Vessel.

Environmental Approvals means any permit, licence, approval, consent, certificate, registration, ruling, variance, exemption or other authorisation required under
applicable Environmental Laws.

Environmental Claim means any claim by any person or persons or any governmental, judicial or regulatory authority which arises out of any breach,
contravention or violation of (or liability under) Environmental Law, the existence of any liability arising from such breach, contravention or violation, or the
presence of or Release of any Hazardous Material. In this context, claim means: a claim for damages, compensation, fines, penalties or any other payment of any
kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action by any
governmental, judicial or regulatory authority; and any form of enforcement or regulatory action, but shall exclude a frivolous or vexatious claim which is being
contested in good faith and with due diligence and which is discharged or struck out within 14 days.

Environmental Laws means any or all Applicable Law relating to or concerning:






Equity Account means the bank account that was opened in the name of the Owner with the Equity Account Bank with account number IBAN GR
0502600290000261200313916 and designated "Skopelos Equity Account".

Equity Account Bank means EFG Eurobank Ergasias S.A. or any other bank or financial institution approved by the Facility Agent (acting on the instructions of
the Majority Lenders).

Equity Collateral means the total amount of the cash security that was standing to the credit of the Equity Account (in an amount equal to USD 87,621,476), but
which was transferred to the Debt Service Reserve Account on 20 June 2011.



(d) flora, fauna and ecological systems.
(a) pollution or contamination of the Environment, including any remediation of any pollution or contamination on the restoration or repair of any damage to
the Environment;
(b) the protection of the Environment and human health or safety or any living organisms which inhabit the Environment or any ecological system;
(c) the generation, manufacture, processing, distribution, use (including abuse), treatment, storage, deposit, disposal, transport or handling of Hazardous
Materials;
(d) the Release or other form of transmission into the Environment of noise, vibration, dust, fumes, gas, odours, smoke, steam, effluvia, heat, light, radiation
(of any kind), infection, electricity or any Hazardous Material and any matter or thing capable of constituting a nuisance or an actionable tort or breach of
statutory duty of any kind in respect of such matters; and
(e) the provision and maintenance of bonds, guarantees or other forms of financial assurance required by any Governmental Entity in connection with
activities that could have an adverse effect on the Environment.

11

Equity Contribution means in respect of each Utilisation Date the amount required to be paid in respect of Vessel Costs not funded by the Loan to be made on
such date.]

Event of Default means an event or circumstance specified as such in Clause 18 (Default) of this Agreement.

Excess Risks means:



Expected Contract Price means US$691,462,966 being the expected amount as at the date of this Agreement payable by the Owner to the Builder under and in
accordance with the terms of the Shipbuilding Contract.

Facility means the term loan facility made available under this Agreement.

Facility Office means, in respect of a Lender, the office through which that Lender will perform its obligations under this Agreement from time to time subject to
Clause 27.5 (Costs resulting from change of Lender or Facility Office).

Fee Letter means any letter entered into by reference to this Agreement between one or more Administrative Parties, the Account Bank and/or the Mandated Lead
Arranger and/or any Lender and the Owner (or Affiliate of the Owner) setting out the amount of certain fees relating to the Facility.

Final Completion Date means the later of:



Final Maturity Date means 31 December 2020.

Finance Document means:








(a) the proportion of claims for general average, salvage and salvage charges which are not recoverable as a result of the value at which the Vessel is assessed
for the purpose of such claims exceeding her hull and machinery insured value; and
(b) collision liabilities not recoverable in full under the hull and machinery insurance by reason of those liabilities exceeding such proportion of the insured
value of the Vessel as is covered by the hull and machinery insurance.
(a) the date of actual delivery of the Vessel to the Charterer under the Drilling Charter and unconditional acceptance by the Charterer under the terms thereof;
and
(b) the date of confirmation to the Facility Agent from the Technical Adviser that the Vessel's design and performance fulfils the technical specifications
required under the Shipbuilding Contract and the Drilling Charter.
(a) this Agreement;
(b) the Amendment and Restatement Agreement;
(c) the Amendment and Restatement Agreement No.2;
(d) the Deed of Release and Amendment;
(e) each Security Document;

12













Finance Party means a Lender, a Swap Bank or an Administrative Party.

Financial Indebtedness means any indebtedness for or in respect of:













(f) the DPP;
(g) the DPP Deed of Accession
(h) DPP Deed of Accession Amendment and Restatement;
(i) the Dutch Parallel Debt Agreement;
(j) the GIEK Security Trustee Letter;
(k) each Swap Agreement;
(l) each Fee Letter;
(m) each Transfer Certificate;
(n) each Account Bank Mandate; and
(o) any other document designated as such by the Facility Agent and the Owner.
(a) moneys borrowed;
(b) any amount raised by acceptance under any acceptance credit agreement (including any dematerialised equivalent);
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or other similar instrument;
(d) any redeemable preference share;
(e) the amount of any liability in respect of a lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;
(f) receivables sold or discounted (otherwise than on a non-recourse basis);
(g) the acquisition cost of any asset or service to the extent payable after its acquisition or possession by the party liable where the advance or deferred
payment is arranged primarily as a method of raising finance or of financing the acquisition of that asset or service;
(h) any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark
to market value of the derivative transaction will be used to calculate its amount);
(i) any amount raised under any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing other
than trade credits incurred in the ordinary course of business with credit terms of no longer than 90 days;
(j) any counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial
institution; or

13




Financing Costs means any of the following payable by the Owner:




Financing Principal means the amount of principal payable by the Owner in respect of the Loans from time to time.

Five Year Drilling Charter means a Drilling Charter entered into in respect of the Vessel for a minimum term (excluding any optional extensions) of five (5)
years from the Final Completion Date.

Fixed Rate means the fixed rate of interest payable by the Owner to a Swap Bank under and in accordance with the term, of a Swap Agreement.

Floating Charge means the charge document entered into by the Owner in favour of the Security Trustee over all and any assets of the Owner and dated 6 August
2008 and as most recently amended on the Effective Date.

Force Majeure Event means an event of force majeure as defined in or contemplated by Article III of the Shipbuilding Contract or any event of force majeure as
defined or contemplated by the Drilling Charter.

General Assignment means the assignment of the Shipbuilding Contract, the Construction Insurances, the Earnings and the Refund Guarantee entered into by the
Owner in favour of the Security Trustee together with any and all notices and acknowledgements entered into in connection therewith and dated 18 July 2008 and
as most recently amended on the Effective Date.

GIEK means Garanti Instituttet for Eksportkreditt of Dronning Mauds, gate 15, P.O. Box 1763 Vika 0122, Oslo, Norway.

GIEK Conditions means "GIEK's Export Guarantees - General Conditions - Lenders Guarantee" and the conditions set out in the GIEK Guarantee.

GIEK Guarantee means the buyer's credit guarantee, including the GIEK Conditions, to be issued by GIEK in favour of the Eksportfinans Lenders covering the
Eksportfinans Loans.

GIEK Security Trustee Letter means the letter in the form attached at schedule 4 to the DPP.

Government Entity means, in respect of any country:



Gross Revenue means, for any Calculation Period, the aggregate Earnings received in such period in respect of the Vessel.



(k) the amount of any liability in respect of any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred
to in the above paragraphs.
(a) interest, fees and any other costs or expenses payable under the Finance Documents;
(b) any Swap Costs; and
(c) any Tax in respect of any of the above.
(a) any natural government, political subdivision thereof, or local jurisdiction therein; and
(b) any instrumentality, board, commission, court or agency thereof, however constituted.

14



Group means Ocean Rig and its Subsidiaries.

Group Loan means a loan made by any entity within the Group to another entity within the Group.

Hazardous Material means any element or substance, whether natural or artificial, and whether consisting of gas, liquid, solid or vapour, whether on its own or in
any combination with any other element or substance or radiation, which is listed, identified, defined or determined by any Environmental Law or other Applicable
Law as hazardous, harmful, a contamination or waste and/or capable of being or becoming harmful to mankind or any living organism or damaging to the
Environment, including, without limitation, oil (as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, and the Oil Pollution Act of 1990, as amended).

Hedged Portion means, from time to time, the principal amount of any outstanding Loans the interest on which has been hedged by the Owner with a Swap Bank
under and in accordance with the terms of any Swap Agreement.

Holding Company means, in relation to a company or corporation, any company or corporation of which it is a Subsidiary.

IFRS means the International Financial Reporting Standards issued by the board of the International Accounting Standard Committee from time to time.

Incidental Costs means the Incidental Vessel Costs and the Incidental Loan Costs.

Incidental Costs Loan means the Loan, if any, to be advanced under the terms of this Agreement during the Incidental Costs Loan Availability Period in relation
to payment of Incidental Loan Costs (other than interest and Commitment fees) and Incidental Vessel Costs in the maximum principal amount specified in Clause
4.2(b).

Incidental Costs Loan Availability Period means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date
and (ii) the Petrobras Acceptance Longstop Date.

Incidental Loan Costs means:




Incidental Vessel Cost Loan means any Loan to be advanced under the terms of this Agreement in relation to Incidental Vessel Costs.

Incidental Vessel Costs means, during the Pre-Completion Period:





(a) each of the fees referred to in Clause 22 (Fees) and payable under the terms of the Fee Letters during the Pre-Completion Period;
(b) any and all costs and expenses which are payable by the Owner to the Secured Parties pursuant to Clause 24.1 (Initial costs) within a period of three (3)
months from the date of this Agreement; and
(c) interest in the Pre-Completion Period calculated and payable in accordance with Clause 7.1(a).
(a) reasonable and properly incurred costs paid by the Owner in connection with the Vessel in excess of the Contract Price, in respect of those items detailed
in Schedule 7 (Incidental Vessel Costs), for which supporting invoices or receipts have been provided to the Security Trustee;
(b) the Initial Debt Service Reserve Contribution; and

15




Incidental Vessel Costs Loan means any Loan to be advanced under the terms of this Agreement in relation to Incidental Vessel Costs.

Increased Cost means:




Initial Debt Service Reserve Contribution means the payment to be made by the Owner to the Debt Service Reserve Account in accordance with this Agreement.

Initial Equity Contribution means US$99,150,000 to be contributed to the Owner by way of equity and to be paid to the Builder under the terms of the
Shipbuilding Contract on or prior to the Incidental Costs Loan Utilisation Date in satisfaction of the Instalments referred to in Article II paragraphs 4(a)(i) to 4(a)
(iii) inclusive of the Shipbuilding Contract.

Instalment means an amount due and payable by the Owner under the terms of the Shipbuilding Contract.

Instalment Loan has the meaning given to it in Clause 4.1(c).

Instalment Loan 1 means the first Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 1 Availability Period in
relation to the Instalment referred to in Article II paragraph 4(b) of the Shipbuilding Contract.

Instalment Loan 2 means the second Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 2 Availability Period
in relation to the Instalment referred to in Article II paragraph 4(c) of the Shipbuilding Contract.

Instalment Loan 3 means the third Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 3 Availability Period in
relation to the Instalment referred to in Article II paragraph 4(d) of the Shipbuilding Contract.

Instalment Loan 1 Availability Period means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date and
(ii) the Petrobras Acceptance Longstop Date.

Instalment Loan 2 Availability Period means the period from but excluding the Utilisation Date of the Instalment Loan 1 to and including the earlier of (i) the
Delivery Date and (ii) the Petrobras Acceptance Longstop Date.



(c) any interest accrued and payable to the Eksportfinans Lenders in respect of the Eksportfinans Loans drawn under this Facility.
(a) an additional or increased cost;
(b) a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital; or
(c) a reduction of an amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates but only
to the extent attributable to that Finance Party having entered into any Finance Document or funding or performing its obligations under any Finance
Document.

16

Instalment Loan 3 Availability Period means the period from but excluding the Utilisation Date of the immediately preceding Loan (if any) to and including the
earlier of (i) the Delivery Date and (ii) the Petrobras Acceptance Longstop Date.

Insurers means the underwriters or insurance companies with whom any Obligatory Insurances are effected and the managers of any protection and indemnity or
war risks association in which the Vessel may at any time be entered.

Insurance Market Value means the fair market value of the Vessel, being the average of valuations of the Vessel obtained from the Approved Brokers with or
without physical inspection of the Vessel (as the Security Trustee may reasonably require) on the basis of a sale for prompt delivery for cash at arm's length on
normal commercial terms as between a willing buyer and a willing seller, on an "as is, where is" basis, free of any existing charter or other contract of employment
and or pool arrangement.

ISM Code means the International Safety Management Code (including the guidelines on its implementation) adopted by the International Maritime Organization
Assembly as Resolutions A.741(18) and A.788(19), as the same may have been or may be amended or supplemented from time to time. The terms "safety
management system", "Safety Management Certificate", "Document of Compliance" and "major non-conformity" shall have the same meanings as are given to
them in the ISM Code.

ISPS Code means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been
or may be amended or supplemented from time to time.

KEXIM means the Export Import Bank of Korea.

KEXIM Guarantee means the guarantee agreement to be issued by KEXIM in favour of the KEXIM Lenders (other than KEXIM) covering the KEXIM Loan
(other than that portion advanced by KEXIM itself).

KEXIM Lenders means the lenders detailed in Schedule 1 as KEXIM Lenders together with any New Lenders in respect of a KEXIM Loan.

KEXIM Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the KEXIM Lenders.

Korea means the Republic of Korea.

Lender means :



and Lenders means all of them.

Leverage Ratio means, as at any date of determination, the ratio of the latest Market Value of the Vessel (plus the value attributed to any additional security
provided pursuant to Clause 16.33 (Leverage Ratio) as determined by the Facility Agent from time to time) to the aggregate principal amount outstanding under the
Facility.



(a) an Original Lender; or
(b) any person which becomes a Party in accordance with Clause 27.2 (Assignments and transfers by Lenders),

17

LIBOR means for a Term of any Loan or overdue amount:



as of 11.00 a.m. on the second London Business Day before the start of the Term for the offering of deposits in Dollars for a period comparable to that Term.

Liquidated Damages Payment means the amount of any liquidated damages payable to the Owner by the Builder pursuant to Article III of the Shipbuilding
Contract.

Loan means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount outstanding of that
borrowing.

London Business Day means a day (other than a Saturday or a Sunday) on which banks are open for business in London.

Losses means each and every liability, loss, charge, claim, demand, action, proceeding, damage, judgment, order or other sanction, enforcement, penalty, fine, fee,
commission, interest, lien, salvage, general average, cost and expense of whatsoever nature suffered or incurred by or imposed on any of the Finance Parties.

LTC Ratio means the ratio of all of the Loans to the aggregate of all of the Loans and the Sponsor Equity, as in the formula:

^ Loans ^ Loans + Sponsor Equity

Maiden Voyage Costs means any costs of the Vessel incurred in respect of its maiden voyage from the place of delivery under the Shipbuilding Contract to the
first location provided for in a Drilling Charter, including costs associated with positioning the Vessel for delivery under such Drilling Charter.

Majority Lenders means Lenders:





(a) the applicable Screen Rate; or
(b) if no Screen Rate is available for the relevant currency or for any Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four
decimal places) of the rates, as supplied to the Security Trustee at its request, quoted by the Reference Banks to leading banks in the London interbank
market,
(a) whose share in the outstanding Loans and whose undrawn Commitments then aggregate not less than 80% of the aggregate of all the outstanding Loans
and the undrawn Commitments of all the Lenders and who include at least (but without limitation) one (1) Commercial Lender whose share in the
outstanding Loans and whose undrawn Commitments in connection with the Loans then aggregate more than 1 % of the aggregate of all the outstanding
Loans and the undrawn Commitments of the Lenders; or
(b) if there is no Loan then outstanding, whose undrawn Commitments then aggregate not less than 80% of the Total Commitments and who include at least
(but without limitation) one (1) Commercial Lender whose undrawn Commitments in connection with the Loans then aggregate more than 1 % of the
aggregate of all the undrawn Commitments of the Lenders; or

18



PROVIDED that for such purpose, and subject always to the further provisos below (i) each Lender which has a separate participation in the Commercial Loans
and/or the Kexim Loans and/or the Eksportfinans Loans may vote its separate participation in each of such class of Loans as if it were a separate Lender and (ii)
each Lender may split its vote in relation to each such separate participation in such proportions, as it, in its absolute discretion, determines, as if each such
proportion were held by a separate Lender AND PROVIDED FURTHER THAT the voting rights of the KEXIM Lenders shall be exercised by KEXIM as if all
such voting rights belonged to KEXIM.

Management Agreement means the management agreement in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority
Lenders) entered into between the Manager and the Owner for the monitoring, organisation and supervision by the Manager in relation to the project during the
Pre-Completion Period and for the operation and servicing of the Vessel during the Post-Completion Period and dated 30 March 2011 (which replaces and
substitutes the management agreement between the Manager and the Owner dated 1 August 2008), and as the same is assigned from the Owner to the Operator
pursuant to the Management Agreement Assignment Agreement.

Management Agreement Assignment means the assignment of the Management Agreement entered into by the Owner in favour of the Security Trustee together
with any and all notices and acknowledgments entered into in connection therewith and dated 17 September 2008 and most recently amended on the Effective
Date.

Management Agreement Assignment Agreement means the assignment agreement entered into on 26 September 2011 in relation to an assignment of certain
Owner's rights under the Management Agreement from the Owner to the Operator.

Management Agreement Assignment Side Letter means the side letter between the Manager, the Owner and the Operator to be entered into substantially in the
form attached at Appendix 4.

Manager means Ocean Rig AS (whether acting alone or through Cardiff Marine Inc. as provider of certain administrative services) or such other person in each
case approved by the Charterer from time to time and the Facility Agent (acting on the instructions of the Majority Lenders).

Mandatory Cost means the percentage rate per annum calculated by the Facility Agent under Schedule 8 (Calculation of the Mandatory Cost).

Mandatory Prepayment Event means any of the events referred to in Clause 6 (Prepayment and Cancellation) as a result of which the Owner is obliged to prepay
any one or more of the Loans or any Lender's participation in the Loans.

Market Value means at any time the aggregate of:




(c) if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated not less than 80% of the
Total Commitments immediately before the reduction and who include at least (but without limitation) one (1) Commercial Lender whose undrawn
Commitments in connection with the Loans aggregated more than 1 % of the aggregate of all the outstanding Loans and the undrawn Commitments of the
Lenders,
(a) the net present value of the expected Net Cash Flow to be derived from each existing Drilling Charter as calculated by the Facility Agent in its sole
discretion on the basis of a discount rate of 6% per annum and information then available to it and on the basis that:

19





Material Adverse Effect means a material adverse effect on:




Maximum Commercial Loan Amount means the lesser of (a) 16.7% of the Total Commitments and (b) US$82,500,000.

Maximum Eksportfinans Loan Amount means the lesser of (a) 50.5% of the Total Commitments and (b) US$250,000,000.

Maximum Facility Amount means the lower of (i) US$495,000,000 and (ii) an amount equal to 70% of the Vessel Cost.

Maximum KEXIM Loan Amount means the lesser of (a) 32.8% of the Total Commitments and (b) US$162,500,000.

Moody's means Moody's Investor Services Inc. and any successor thereto.

Mortgage means the first preferred Marshall Islands ship mortgage given by the Owner in favour of the Security Trustee on, and dated, the Delivery Date.

Mortgage Amendment Agreement means the Amendment No. 1 to the Mortgage given by the Owner in favour of the Security Trustee dated on or around the
date of the Amendment and Restatement Agreement No.2.

Net Cash Flow means, for any Calculation Period:





(i) during the first year of each Drilling Charter the Operating Expenses shall be US$150,000 per day and utilization rate of 95% for the Vessel; and
(ii) thereafter the Operating Expenses and the utilization rate of the Vessel shall be the Operating Expenses actually incurred and utilization rate
actually achieved during the previous 12 month period of the relevant Drilling Charter; and
(b) the forecasted fair market value of the Vessel derived from a valuation of the Vessel obtained from one Approved Broker with or without physical
inspection of the Vessel (as the Security Trustee may reasonably require) on the basis of a sale for prompt delivery for cash at arm's length on normal
commercial terms as between a willing buyer and a willing seller, on an "as is, where is" basis, as at the latest expiry date of the then existing Drilling
Charters.
(a) the ability of the Owner, the Bareboat Charterer during the Bareboat Charter Period, the Operator during the Operator Period or Ocean Rig to perform its
obligations under the Transaction Documents;
(b) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to any Finance
Document; or
(c) any right or remedy of a Finance Party in respect of a Finance Document.
(a) Gross Revenues received; minus
(b) Operating Expenses and CAPEX Expenses in each case payable by the Owner.

20

Obligatory Insurances means all contracts and policies of insurance (other than the Contractor Insurances) and all entries in clubs and/or associations which are
from time to time required to be effected and maintained in accordance with Clause 17.1 (Scope of Obligatory Insurances) in respect of the Vessel.

Ocean Rig means Ocean Rig UDW Inc. (previously named Primelead Shareholders Inc.) a corporation incorporated in the Marshall Islands with its registered
address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

Ocean Rig Guarantee means the guarantee and indemnity from Ocean Rig in favour of the Security Trustee dated 27 April 2011, and in form and substance
satisfactory to the Security Trustee (acting on the instructions of all of the Lenders), pursuant to which Ocean Rig guarantees and indemnifies the Finance Parties in
respect of the obligations of the Owner under the Finance Documents during the Pre-Completion Period and the Post-Completion Period.

Ocean Rig Guarantee Confirmation means, in relation to the Ocean Rig Guarantee, written confirmation from Ocean Rig contained in the DPP Deed of
Accession, Amendment and Restatement, that such guarantee is in full force and effect notwithstanding the amendments contemplated by the Amendment and
Restatement Agreement No.2.

Ocean Rig Loan means any Group Loan made to the Owner by Ocean Rig in respect of the Vessel and its operations.

Ocean Rig Repayment Amounts has the meaning given in Clause 12.4(a) (Proceeds Account (Post-Delivery Period)).

OECD means the Organisation for Economic Co-operation and Development.

Operating Expenses Account means the bank account opened in the name of the Owner with the Account Bank and designated "Skopelos Operating Expenses
Account".

Operating Expenses means expenses incurred by the Owner, and during the Bareboat Charter Period the Bareboat Charterer or during the Operator Period the
Operator in connection with the transportation, operation, employment, maintenance, repair, running and insurance of the Vessel, including maintaining the
ownership and legal fees, rentals, wages or fees which the Owner may be required to pay pursuant to the Management Agreement, the cost of maintaining
Obligatory Insurances and other insurances maintained for the Vessel and payment of Tax properly payable by the Owner, the Bareboat Charterer or the Operator.

Operational Software means, at any time, any software which is then being used in connection with the operation, navigation or maintenance of the Vessel.

Operator means Ocean Rig do Brasil Servi^os de Petroleo Ltda. a company incorporated and existing under the laws of the Republic of Brazil, with registered
office and domicile at Rua Visconde de Piraja, No. 142, sala 902, Parte, Ipanema, Rio de Janeiro, RJ, CEP 22.410-000.

Operator Account means the account of the Operator with the Brazilian Account Bank with branch number 6146 and account number 85296-0 and.

Operator Account Management Agreement means the account management agreement to be entered into between Banco Itau BBA S.A. as Brazilian account
bank, the Operator and the Security Trustee in relation to the Operator Account in form and substance reasonably satisfactory to the Lenders.




21

Operator Earnings means :




Operator Period means the period from the Amendment and Restatement Effective Date No.2 and ending on the date on or following the expiry of the Services
Contract upon which all amounts due and payable under the Services Contract to the Operator are discharged.

Other Shipbuilding Contract means the turn key building contract between the Builder and the Other Owner dated 17 September 2007 pursuant to which the
Builder agreed to build and deliver the Other Vessel to the Other Owner.

Other Owner means Drillship Hydra Owners Inc.

Other Vessel means the drillship being constructed by the Builder for the Other Owner with Hull Number 1837.

Owner Accounts means each of the Debt Service Reserve Account, the Proceeds Account, the Debt Service Account, the CAPEX Account and the Operating
Expenses Account.

Owner Accounts Charge Agreement means the charge document entered into by the Owner in favour of the Security Trustee in respect of the Owner Accounts
and dated 18 July 2008.

Owner Earnings Deposit Date means the date of receipt by the Owner of any Earnings or Requisition Compensation into the Proceeds Account.

Owner's Shipbuilding Contract Guarantee means the performance guarantee entered or to be entered into in the form as set out in Exhibit 5 to the Shipbuilding
Contract securing the obligations of the Owner to the Builder under the Shipbuilding Contract.

Parent means Skopelos Shareholders Inc., a corporation incorporated in the Marshall Islands and the sole shareholder of the Owner whose registered office is at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

Parent Shareholder means Drillships Investment Inc., a corporation incorporated in the Marshall Islands and the sole shareholder of the Parent whose registered
office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.



(a) all present and future moneys and claims which are earned by or become payable to or for the account of the Operator under the Services Contract or any
other services contract for the employment of the Vessel in connection with the provision of third party materials and services and operating services in
accordance with the Services Contract and the reimbursement of expenses paid by or on behalf of the Operator in connection with the performance of its
obligations under the Services Contract or any other services contract for the employment of the Vessel;
(b) all moneys payable to the Operator under the Services Contract, including but not limited to damages for breach or payments for termination of the
Services Contract, and in respect of any proceeds of any litigation under the Services Contract and in respect of the insurance effected or to be effected by
Petrobras Brasil pursuant to the terms and provisions of the Services Contract, as applicable or otherwise and all the Operator's joint or other interest in
connection with such insurances; and
(c) all other amounts payable to the Operator under the Services Contract.

22

Party means a party to this Agreement.

Permitted Liens means, in respect of any of the Security Assets:










provided, in the case of paragraphs (b) to (h) inclusive, that the amounts which give rise to such liens are paid when due or within any of the time periods stated
above or within any applicable grace period or, if not paid when due, are being disputed in good faith by appropriate proceedings (and for the payment of which
adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in
dispute (less any applicable deductible) has been obtained by the Owner from underwriters or insurance companies that have been approved by the Facility Agent,
(acting on the instructions of the Majority Lenders)), provided further that such proceedings, whether by payment of adequate security into Court or otherwise, do
not give rise to a material risk of the Vessel or any interest therein being seized, sold, forfeited or otherwise lost or of criminal liability on any Finance Party.

Petrobras Acceptance has the meaning given in Clause 6.5.

Petrobras Acceptance Longstop Date means 15 April 2012.

Petrobras Brasil means Petroleo Brasileiro S.A. - Petrobras, a mixed capital corporation, a mixed joint stock corporation ("sociedade de economia mista") enrolled
with the National Register of Legal Entities of the Ministry of Finance under No. 33.000.167/0042-80, headquartered at Rodovia Amaral Peixoto 1100, Km 163,
Imboassica, CEP 27975-290, Brazil.



(a) Security Interests created by the Security Documents;
(b) liens for unpaid crew's wages including wages of the master and stevedores employed by the Vessel, outstanding in the ordinary course of business for not
more than one month after the due date for payment;
(c) any Security Interest constituted by or securing any netting or set-off arrangement entered into in the normal course of the Owner's banking arrangements
in respect of any bank accounts opened by it and which have not been secured in favour of the Finance Parties pursuant to the Security Documents;
(d) liens for salvage;
(e) liens for classification or scheduled dry-docking or for necessary repairs to the Vessel whose aggregate cost does not exceed US$10,000,000 at any one
time in respect of the Vessel;
(f) liens for collision;
(g) liens for master's disbursements incurred in the ordinary course of business;
(h) statutory and common law liens of carriers, warehousemen, mechanics, suppliers, materials men, repairers or other similar liens, including maritime liens,
in each case arising in the ordinary course of business, due and outstanding for not more than one month whose aggregate value does not exceed
US$10,000,000; and
(i) any lien created or permitted to subsist with the prior written consent of the Security Trustee (acting on instructions of the Majority Lenders),

23

Petrobras Brasil Charter means the agreement in respect of the Vessel for the provision of drilling services with contract number 2050.0066909.11.2 between
Petrobras Brasil and Ocean Rig Drilling Operations BV, dated 20 July 2011.

Petrobras Charter Assignment means the assignment of earnings in relation to the Petrobras Brasil Charter to be granted by the Bareboat Charterer in favour of
the Security Trustee substantially in the form attached at Appendix 5.

Petrobras Consent means the consent by Petrobras Brasil to be entered into between Petrobras Brasil, the Bareboat Charterer, the Operator and the Security
Trustee in relation to, amongst other things, the Petrobras Charter Assignment and the Services Contract Assignment, in form and substance reasonably satisfactory
to the Lenders.

Petrobras Tanzania means Petrobras Tanzania Limited, a company incorporated under the laws of Tanzania having its registered office at Plot 1403/1A Masaki
Area, P.O. Box 31391 off Chole Rd., Behind Old Canada Village, Dar as Salaam, Tanzania.

Post-Completion Eksportfinans Interest Rate means the aggregate of the Eksportfinans CIRR and 1.61% per annum (being the post-completion GIEK-
premium).

Post-Completion Margin means 1.75 % per annum.

Post-Completion Period means the period from and including the Final Completion Date until and including the Final Maturity Date.

Post-Delivery Period means the period from the Delivery Date until the Final Maturity Date.

Potential Mandatory Prepayment Event means any event which would be (with the expiry of a grace period, the giving of notice or the making of any
determination under the Finance Documents or any combination of them) a Mandatory Prepayment Event.

Pre-Completion Eksportfinans Interest Rate means the aggregate of the Eksportfinans CIRR and 1.86% (being the pre-completion GIEK-premium).

Pre-Completion Margin means 2.00 % per annum.

Pre-Completion Period means the period from and including the date on which the Incidental Costs Loan is advanced under this Agreement to but excluding the
Final Completion Date.

Pre-Delivery Period means the period from and including the date on which the Incidental Costs Loan is advanced under this Agreement to but excluding the
Delivery Date.

Primary Transfers has the meaning given to that term in Clause 12.4 (Proceeds Account - PostDelivery Period).

Proceeds Account means the bank account in the name of the Owner with the Account Bank and designated "Skopelos Proceeds Account".

Project Parties means each of:




(a) the Owner, the Bareboat Charterer during the Bareboat Charter Period, the Operator during the Operator Period and Ocean Rig; and

24



Pro Rata Share means, in respect of a Lender:






Protocol of Delivery and Acceptance has the meaning given to such term in the Shipbuilding Contract.

Rate Fixing Day means the date falling two London Business Days before the start of a Term for a Loan or such other day as the Facility Agent determines is
generally treated as the rate fixing day by market practice in the relevant interbank market.

Receiver means an administrative receiver, receiver and manager or receiver in each case appointed under a Security Document.

Reference Banks means the Facility Agent and any one other bank or financial institution appointed as such for the purpose of this Agreement by the Facility
Agent in consultation with the Owner in accordance with Clause 27.6 (Changes to the Reference Banks).

Refund Guarantee means the refund guarantee issued by the Refund Guarantor in favour of the Owner.

Refund Guarantor means Calyon.

Related Contracts means any or all of the following (as the context requires):









(b) from time to time, any of the Builder, the Manager, any Charterer Parent and/or Charterer (but only to the extent, in any such case, that the same has or
may in the future have, outstanding liabilities owing to the Owner, the Bareboat Charterer during the Bareboat Charter Period, the Operator during the
Operator Period, Ocean Rig or any Finance Party under any Finance Document or Related Contract to which it is a party).
(a) for the purpose of determining a Lender's share in a utilisation of a Facility, the proportion which its Commitment under that Facility bears to all the
Commitments under that Facility; and
(b) for any other purpose on a particular date:
(i) the proportion which a Lender's share of the Loans (if any) bears to all the Loans;
(ii) if there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date; or
(iii) if the Total Commitments have been cancelled otherwise, the proportion which its Commitments bore to the Total Commitments immediately
before being cancelled.
(a) the Refund Guarantee;
(b) the Shipbuilding Contract;
(c) the Other Shipbuilding Contract;
(d) the Obligatory Insurances;
(e) each Drilling Charter;
(f) any Charterer Parent Guarantee;

25







Release means an emission, spill, release or discharge into the Environment, including any "release" falling within the definition ascribed to such term pursuant to
the United States Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

Repayment Date means, subject to the provisions of Clause 5 (Repayment), each of the 18 dates which fall at semi-annual intervals as detailed in the Repayment
Schedule, the first such date falling six months after the Final Completion Date and the final such date falling on the Final Maturity Date.

Repayment Instalment means each scheduled instalment which is payable in accordance with the Repayment Schedule.

Repayment Schedule means the schedule of repayment dates as detailed in Schedule 5 (Loan Repayment Schedule), to be replaced as required in accordance with
Clause 5 (Repayment) and Clause 6.10(b) (Partial prepayment of Loans).

Repeating Representations means at any time the representations and warranties which are then made or deemed to be repeated under Clause 14.30 (Times for
making representations).

Request means a request made by the Owner for a Loan, substantially in the form of Schedule 3 (Form of Request).

Required DSRA Balance means at any time the aggregate of:




Required Insurance Amount means, on an agreed value basis, the higher of (a) 125 % of the aggregate of the outstanding Loans and (b) the Insurance Market
Value of the Vessel.



(g) the Management Agreement;
(h) the Management Agreement Assignment Agreement;
(i) the Sister Shipbuilding Contract;
(j) the Bareboat Charter; and
(k) the Services Contract.
(a) (i) until the date falling immediately prior to the first anniversary of the Utilisation Date in respect of the Delivery Loan, the amount available to be
transferred from the Proceeds Account pursuant to Clause 12.11 (Payments to the Debt Service Reserve Account prior to the Utilisation Date of the
Delivery Loan) until such time as the balance thereof is the amount referred to in (ii) below; and
(ii) thereafter, the aggregate amount required to pay the next scheduled principal and interest instalment under this Agreement on or before the next
Repayment Date (with scheduled interest in respect of any Hedged Portion being deemed to be payable at the applicable Fixed Rate); and
(b) the amount from time to time deposited pursuant to Clause 16.33(b)(ii) (Leverage Ratio), provided that the Required DSRA Balance shall not include any
amounts transferred to the Debt Service Reserve Account in accordance with Clauses 12.4(b) and (c).

26

Requisition Compensation means all moneys or other compensation payable by reason of requisition for title to, or other compulsory acquisition of, the Vessel
including requisition for hire.

Retention Period means each period commencing, in the case of the first such period, on (and including) the Final Completion Date and ending on (but excluding)
the first Repayment Date, in the case of each other such period, on (and including) a Repayment Date and ending on (but excluding) the next Repayment Date or, in
the case of the final such period, the Final Maturity Date.

Required Prepayment Percentage means the sum expressed as a percentage of the following formula (provided that if such sum is a negative figure, the sum shall
be construed as zero):

(A x 0.6) - B x 100 C

where:




S&P means Standard & Poor's Ratings Group and any successor thereto.

Scheduled Delivery Date means 30 September 2011.

Scheduled Instalment Amount means:





Screen Rate means the British Bankers Association Interest Settlement Rate for the relevant currency and Term displayed on the BBA Page LIBOR 01. If the
relevant page is replaced or the service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after
consultation with the Owner and the Lenders.

Secured Liabilities means all present and future obligations and liabilities (actual or contingent) of the Owner, the Bareboat Charterer, the Bareboat Charterer
Parent, the Operator, the Parent, the Parent Shareholder, the Sister Owner, the Sister Bareboat Charterer, the Sister Parent and Ocean Rig to the Secured Parties or
any of them under or in connection with any Finance Document or any Sister Finance Document.

Secured Party means a Finance Party and any Sister Finance Party or GIEK.





A is the aggregate of B and C;
B is the amount of all of the Loans (as defined in the Sister Loan Agreement) outstanding under the Sister Loan Agreement; and
C is the amount of all of the Loans outstanding under this Agreement.
(a) for the Instalment payable on the Instalment Loan 1 Utilisation Date, the lower of 15.45% of the Expected Contract Price and US$106,789,466;
(b) for the Instalment payable on the Instalment Loan 2 Utilisation Date, the lower of 15.05% of the Expected Contract Price and US$104,040,750;
(c) for the Instalment payable on the Instalment Loan 3 Utilisation Date, the lower of 15.05% of the Expected Contract Price and US$104,040,750;
(d) for the Instalment payable on the Delivery Loan Utilisation Date, the lower of 40.125% of the Expected Contract Price and US$277,442,000.

27

Security Agreements means:





























(a) the Mortgage;
(b) the Mortgage Amendment Agreement;
(c) the General Assignment;
(d) the Share Charge;
(e) the Bareboat Charterer Pledge of Shares;
(f) the Bareboat Charterer Parent Pledge of Membership;
(g) the Swap Agreement Assignment;
(h) the Delivery General Assignment;
(i) the Owner Accounts Charge Agreement;
(j) the Bareboat Charterer Accounts Charge Agreement;
(k) the Operator Account Management Agreement;
(l) each Charter Assignment;
(m) the Petrobras Charter Assignment;
(n) the Services Contract Assignment;
(o) the Bareboat Charter Assignment;
(p) the Management Agreement Assignment;
(q) the Management Agreement Assignment Side Letter;
(r) the Floating Charge;
(s) the Sponsor Guarantee;
(t) the Ocean Rig Guarantee;
(u) the Ocean Rig Guarantee Confirmation;
(v) the Confirmatory Charge;
(w) the Confirmatory Charge No.2;
(x) the Bareboat Charterer Guarantee;
(y) the Petrobras Consent;
(z) the Bareboat Charterer Insurances Assignment; and

28


Security Assets means any asset which is the subject of a Security Interest created by a Security Document.

Security Document means:



Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar
effect.

Security Period means the period beginning on the date of the relevant Security Document and ending on the date on which all the Secured Liabilities have been
unconditionally and irrevocably paid, performed and discharged in full.

Services Contract means the contract for services in relation to, and the management of, the Vessel with contract number 2050.0066910.11.2 between Petrobras
Brasil and Ocean Rig Do Brasil Servi^os De Petroleo Ltda, dated 20 July 2011.

Services Contract Assignment means the assignment of earnings in relation to the Services Contract to be granted by the Operator in favour of the Security
Trustee substantially in the form attached at Appendix 6.

Share Charge means the charge in respect of the issued share capital of each of the Owner and the Parent entered into by each of the Parent and the Parent
Shareholder, respectively, in favour of the Security Trustee and dated 18 July 2008 and as most recently amended on the Effective Date.

Shipbuilding Contract means the turn key building contract between the Builder and the Owner dated as of 24 January 2008 (as may further be amended or
supplemented from time to time) pursuant to which the Builder agreed to build and deliver the Vessel to the Owner.

Sister Additional Reserve Transfer s has the meaning given to the term "Additional Reserve Transfers" in the Sister Loan Agreement.

Sister Bareboat Charterer means Ocean Rig Poseidon Operations Inc (formerly known as Tanzania Operations Inc.), a company incorporated under the laws of
the Marshall Islands with registered number 47778 and registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands,
MH 96960.

Sister Drilling Charter has the meaning given to the term "Drilling Charter" in the Sister Loan Agreement.

Sister Event of Default has the meaning given to the term "Event of Default" in the Sister Loan Agreement.



(aa) any other document designated as such in writing by the Owner and the Facility Agent.
(a) each Security Agreement; and
(b) any other document evidencing or creating security over any asset of the Owner, or Ocean Rig, the Bareboat Charterer, the Bareboat Charterer Parent or
the Operator as relevant to secure any obligation of the Owner, or Ocean Rig or the Bareboat Charterer, the Bareboat Charterer Parent or the Operator as
relevant to the Finance Parties or any of them under the Finance Documents.

29

Sister Finance Documents has the meaning given to the term "Finance Documents" in the Sister Loan Agreement.

Sister Finance Party has the meaning given to the term "Finance Party" in the Sister Loan Agreement.

Sister Five Year Drilling Charter has the meaning given to the term "Five Year Drilling Charter" in the Sister Loan Agreement.

Sister Loan Agreement means the credit facility agreement entered into on 18 July 2008 as amended and supplemented from time to time and as most recently
amended and restated on 25 August 2011 between the Sister Owner, the Original Lenders as lenders, the Security Trustee as security trustee and the Facility Agent
as facility agent in respect of the Sister Vessel.

Sister Owner means Drillship Kithira Owners Inc., a company incorporated in the Marshall Islands having its registered office at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands.

Sister Parent has the meaning given to the term "Parent" in the Sister Loan Agreement.

Sister Refund Guarantee means the refund guarantee issued by the Refund Guarantor in favour of the Sister Owner.

Sister Security Trustee has the meaning given to the term "Security Trustee" in the Sister Loan Agreement.

Sister Shipbuilding Contract means the turn key building contract between the Builder and the Sister Owner dated as of 24 January 2008 pursuant to which the
Builder agreed to build and deliver the Sister Vessel to the Sister Owner.

Sister Three Year Drilling Charter has the meaning given to the term "Three Year Drilling Charter" in the Sister Loan Agreement.

Sister Vessel means the drillship being constructed by the Builder with Hull Number 1865 pursuant to the Sister Shipbuilding Contract.

Software Licences means, at any time, all licences granted to the Owner in respect of the Operational Software.

Software Records means, at any time, records in respect of:





Sponsor means Dryships Inc.

Sponsor Equity means the aggregate of any Balancing Equity Contribution, the Initial Equity Contribution, the Equity Collateral and the Equity Contributions.



(a) the Operational Software;
(b) the identity of the then current suppliers of the Operational Software;
(c) all upgrades carried out in respect of the Operational Software or changes to the Software Licences; and
(d) all Software Licences.

30

Sponsor Guarantee means the guarantee and indemnity from the Sponsor in favour of the Finance Parties dated on or about the date of the Effective Date.

Subsidiary means:



Swap Agreement means any ISDA Master Agreement, schedule (including any credit support annexed thereto) and any confirmations entered into between a
Swap Bank and the Owner or any other hedging arrangement entered into between a Swap Bank and the Owner prior to the Utilisation Date for the Incidental Costs
Loan in connection with at least 75% of the interest expected to be payable under this Agreement in respect of the KEXIM Loans and the Commercial Loans, as
estimated by the Swap Bank and as may be amended from time-to-time.

Swap Agreement Assignment means the assignment of certain Swap Agreements, entered into by the Owner in favour of the Security Trustee and dated 6 August
2008.

Swap Bank means Deutsche Bank AG acting through its London branch (or any Affiliate thereof) and from time to time, any person party to the DPP in its
capacity as a swap bank.

Swap Costs means any amount payable by the Owner under a Swap Agreement except for any Swap Termination Payment.

Swap Limit means US$40,000,000.

Swap Termination Payment means any sums payable or owing by the Owner to a Swap Bank under or in connection with an Event of Default (as that term is
defined in the relevant Swap Agreement) or Termination Event (as that term is defined in the relevant Swap Agreement) or the occurrence of an Early Termination
Date (as that term is defined in the relevant Swap Agreement) pursuant to a Swap Agreement whether or not matured and whether or not liquidated.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same).

Tax Deduction means a deduction or withholding for or on account of Tax made from a payment under a Finance Document.

Tax Payment means a payment made by the Owner to a Lender in any way relating to a Tax Deduction or under any indemnity given by the Owner in respect of
Tax under any Finance Document.

Technical Adviser means Det Norske Veritas or any replacement marine surveyor, valuer or other technical adviser appointed by the Facility Agent on behalf of
the Lenders, in consultation with the Owner, to review project progress on the Shipbuilding Contracts and Drilling Charter and to report to the Lenders thereon.

Technical Proposal means the technical due diligence proposal dated 30 June 2008 and issued by the Technical Adviser.



(a) a subsidiary within the meaning of section 736 of the Companies Act 1985; and
(b) unless the context otherwise requires, a subsidiary undertaking within the meaning of section 258 of the Companies Act 1985.

31

Technical Records means all technical data, manuals, logbooks and other records (whether kept or to be kept in compliance with any Applicable Law or any
requirement of any Government Entity or the Drilling Charter) relating to the Vessel.

Term means each period determined under Clause 8 (Terms) by reference to which interest payable on a Loan is calculated.

Three Year Drilling Charter means a Drilling Charter entered into for a minimum term (excluding any optional extensions) of three (3) years, but less than five
(5) years, from the Final Completion Date.

Total Commitments means the aggregate of the Commitments of all the Lenders.

Total Loss means, in relation to the Vessel:




Transaction Authorisation means any authorisation, permit, licence, consent or approval required by any person or customary for any person to hold in
connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Transaction Documents, excluding
authorisations agreed not to be delivered under the Transaction Documents.

Transaction Documents means the Finance Documents and Related Contracts.

Transfer Certificate means a certificate, substantially in the form of Schedule 4 (Form of Transfer Certificate), with such amendments as the Security Trustee and
the Owner may approve or reasonably require or any other form agreed between the Security Trustee and the Owner.

Undrawn Amount means an amount, determined as at the Final Completion Date, equal to the Maximum Facility Amount less the aggregate of the Loans
outstanding as at the Final Completion Date following the advance of the Delivery Loan.

Undrawn Amount Loan means any Loan to be advanced under the terms of this Agreement in relation to the Undrawn Amount.

Utilisation Date means each date on which a Facility or any part thereof is utilised.

Vessel means the drillship being constructed in accordance with the Shipbuilding Contract with Hull Number 1866, including all the topside, equipment, buyer's
supplies, parts, material and items constructed, manufactured or assembled under the Shipbuilding Contract incorporated in or attached to it.



(a) actual, constructive, compromised, agreed or arranged total loss of the Vessel;
(b) requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire; and
(c) capture, seizure, arrest, detention or confiscation of the Vessel by any Government Entity or by persons acting or purporting to act on behalf of any
government or any other person or entity which deprives the Owner of the Vessel or, as the case may be, the Charterer, or as the case may be the Bareboat
Charterer during the Bareboat Charter Period or the Operator during the Operator Period, of the use of the Vessel for more than 60 days after that
occurrence.

32

Vessel and Sister Vessel Drilling Charter Date means the date upon which a Drilling Charter and a Sister Drilling Charter have been entered into and:




and provided further that the Drilling Charter and the Sister Drilling Charter (i) satisfy the other requirements set out for a Drilling Charter and a Sister Drilling
Charter under Clause 16.22(a) of this Agreement and clause 16.22(a) of the Sister Loan Agreement, respectively and (ii) satisfy the provisions of clause 16.22(b) of
the Sister Loan Agreement.

Vessel Cost means the total of (a) the Contract Price, (b) the Incidental Costs, and (c) any other costs agreed by all of the Lenders.

Vessel Drilling Charter Date means the date upon which the Owner (i) enters into a Five Year Drilling Charter in respect of the Vessel which satisfies the other
requirements set out for a Drilling Charter under Clause 16.22 of this Agreement and (ii) satisfies the provisions of Clause 16.22 (b) of this Agreement.

Workscope means the workscope of the Technical Adviser as set out in the Technical Proposal.











(a) the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is (x) a Sister Five Year Drilling Charter or (y) the Approved Kithira
Petrobras Charter; or
(b) the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is (x) a Sister Three Year Drilling Charter or (y) the Approved Kithira
Petrobras Charter; or
(c) the Drilling Charter is a Three Year Drilling Charter and the Sister Drilling Charter is (x) a Sister Five Year Drilling Charter or (y) the Approved Kithira
Petrobras Charter,
1.2 Construction
(a) In this Agreement, unless the contrary intention appears, a reference to:
(i) an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;
(ii) assets i ncludes present and future properties, revenues and rights of every description;
(iii) an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;
(iv) disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;
(v) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;
(vi) a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or
consortium), government, state, agency, organisation or other entity whether or not having separate legal personality and shall include its
successors, permitted assignees and permitted transferees;

33




















(vii) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the
force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or
supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
(viii) know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any
Applicable Law to identify a person who is (or is to become) its customer;
(ix) a currency is a reference to the lawful currency for the time being of the relevant country;
(x) a Default being outstanding or continuing means that it has not been cured, remedied or waived;
(xi) a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;
(xii) a Clause, a Subclause, an Appendix or a Schedule is a reference to a clause, subclause, appendix of, or a schedule to, this Agreement;
(xiii) a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
(xiv) a Finance Document, Sister Finance Document, other document or security includes (without prejudice to any prohibition on amendments) any
amendment to that Finance Document, Sister Finance Document or other document or security, including any change in the purpose of, any
extension of or any increase in the amount of a facility or any additional facility;
(xv) a time of day is a reference to London time; and
(xvi) words importing the plural shall include the singular and vice versa.
(b) Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:
(i) if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the
preceding Business Day (if there is not);
(ii) if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and
(iii) notwithstanding subparagraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the
next month or the calendar month in which it is to end, as appropriate.
(c) Unless expressly provided to the contrary in a Finance Document, a person (other than any Secured Party or Affiliate of such Secured Party) who is not a party to a
Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any

34












In this Agreement or any other Finance Document, a reference to:









term of any Finance Document, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of
that Finance Document.
(d) Unless the contrary intention appears or unless the context otherwise permits:
(i) a reference to a Party will not include that Party if it has ceased to be a party under this Agreement;
(ii) a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same
meaning in that Finance Document or notice as in this Agreement; and
(iii) any obligation of the Owner under the Finance Documents which is not a payment obligation remains in force in accordance with its terms for so
long as any payment obligation of the Owner is or may be outstanding under the Finance Documents.
(e) If, following the occurrence of an Event of Default which is continuing, any Finance Party acting reasonably considers that an amount paid to it under a Finance
Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount shall not be considered
to have been irrevocably paid for the purposes of that Finance Document.
(f) The headings in this Agreement do not affect its interpretation.
(g) Where the Owner requests any amendment, waiver or grace period in respect of any provision of the Transaction Documents which would conflict with any
provision of the GIEK Guarantee or require consent from GIEK under the GIEK Guarantee, the Eksportfinans Lenders may request the Facility Agent to ask GIEK
for a response to such request and the Facility Agent shall not be obliged to respond to the Owner until it receives a response from GIEK.
(h) Where the Owner requests any amendment, waiver or grace period in respect of any provision of the Transaction Documents which would conflict with any
provision of the KEXIM Guarantee or require consent from KEXIM, the KEXIM Lenders may request the Facility Agent to ask KEXIM for a response to such
request and the Facility Agent shall not be obliged to respond to the Owner until it receives a response from KEXIM.
1.3 Dutch Terms
(a) a winding-up, administration or dissolution includes bankruptcy faillissement ) and dissolution (ontbinding);
(b) a moratorium includes surseance van betaling and a moratorium is declared or occurs includes surseance verleend;
(c) any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36 of the Tax Collection Act of
the Netherlands (Invorderingswet 1990);
(d) a trustee in bankruptcy includes a curator ;
(e) an administrato r includes a bewindvoerder ; and

35









Each Loan may be used only in or towards:






No Finance Party is obliged to monitor or verify the utilisation of any Loan.












(f) an attachment includes a beslag .
2. FACILITIES
2.1 Loan Facility
(a) Subject to the terms of this Agreement, the Lenders make available to the Owner a term loan facility in a maximum aggregate amount equal to the Maximum
Facility Amount.
(b) The Facility shall be capable of being drawn up to the Maximum Facility Amount on the dates described in Clause 4.2(a) (Completion of Requests).
2.2 Purpose
(a) financing or refinancing the cost of construction of the Vessel pursuant to the Shipbuilding Contract;
(b) financing such other items and costs as are included in the Vessel Cost; and
(c) payment of amounts as described in Clause 4.1(e) (Giving of Requests).
2.3 No obligation to monitor
2.4 Nature of a Finance Party's rights and obligations
(a) Unless otherwise agreed in writing by all the Finance Parties:
(i) the obligations of a Finance Party under the Finance Documents are several;
(ii) failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;
(iii) no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;
(iv) the rights of a Finance Party under the Finance Documents are separate and independent rights;
(v) a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights; and
(vi) a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.
(b) If at any time a Finance Party fails to pay when due its share of any Loan amount when required to do so, the Mandated Lead Arranger agrees that it shall consult
with the Owner for a reasonable period of time and act in good faith to assist the Owner in resolving the matter, but at all times without any liability on the part of
the Mandated Lead Arranger.

36







"We have today credited to the account of ["Calyon"] (account number [] with [] ([here inset international recognition codes]) the amount of [insert here
the amount of final Loan to be used in respect of the Delivery Date Instalment] United States Dollars (US$[]) (the Deposit ). This payment is made in
connection with the delivery instalment which will become payable by Drillship Skopelos Owners Inc. (the Buyer ) to Samsung Heavy Industries Co.,
Ltd. (the Builder) under the terms of the shipbuilding contract dated 24 January 2008 relating to Hull no. 1865 (the Ship ). You are irrevocably instructed
to order the release of the Deposit to either (a) the Builder upon your receipt of both (i) a copy of the Protocol of Delivery and Acceptance relating to the
Ship signed by the Builder and the Buyer and (ii) a written confirmation from the Facility Agent that the Deposit may be released to the Builder or (b) us
(for credit to account number [] to [] ([here insert international recognition codes]) upon your receipt of written instructions from both us and the Buyer
to do so. If, by noon (Korean time) on the date which falls [five] days after the proposed Delivery Date, you have not ordered the release of the Deposit to
the Builder in accordance with (a) above or to us in accordance with (b) above you shall (unless otherwise instructed by us) immediately instruct the return
of the Deposit to us (for credit to the account referred to above) on and for value on the date which falls [five] days after the proposed Delivery Date."]





Samsung to confirm - see Article II paragraph 5(c) of the Shipbuilding Contract.



(c) Each Swap Bank is a Party to this Agreement only in order to take the benefit of the rights given to the Finance Parties by this Agreement.
3. CONDITIONS PRECEDENT
3.1 Conditions precedent documents
(a) A Request in respect of any Loan may not be given until the Facility Agent has notified the Owner and the Lenders that it has received all of the documents and
evidence set out in Schedule 2 (Conditions Precedent) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent or
that it expects to receive outstanding documents or evidence on or before the Utilisation Date of such Loan or, in the case of evidence on the payment of the Equity
Contribution, Balancing Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after the date of service of the relevant
Request to the Facility Agent (provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant
Utilisation Date (or, in the case of evidence of the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which
falls one (1) Business Day after the date the Request is served), such outstanding documents or evidence have been received by the Facility Agent in form and
substance satisfactory to the Facility Agent. The Facility Agent must give this notification to the Owner and the Lenders promptly upon being so satisfied.
(b) That part of the Delivery Loan which relates to all or part of the Instalment payable on the Delivery Date shall, if the Delivery Date has not at such time occurred,
be deposited by the Facility Agent into the account of [the Refund Guarantor]
1
(the Escrow Account ) with its correspondent bank in New York three Business
Days prior to the proposed Delivery Date, subject to the following irrevocable instructions (addressed to [the Refund Guarantor] with a copy to the correspondent
bank):
(c) If the Delivery Date has not occurred at the time the Request for the Delivery Loan is served, the Owner undertakes with the Finance Parties not to sign a Protocol
of Delivery and Acceptance in respect of the Vessel unless the Facility Agent has confirmed that the conditions precedent referred to in Clause 3.1(a) above in
respect of the Delivery Loan above have been or will, simultaneously with such signing, be satisfied.

37



The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for
that Loan:











The conditions precedent and conditions subsequent in this Clause 3 are solely for the benefit of the Lenders, and may be waived on their behalf in whole or in part
and with or without conditions by the Facility Agent (acting on the instructions of all of the Lenders).


The Owner shall deliver to, or cause to be delivered to, the Facility Agent:






3.2 Further conditions precedent
(a) the Repeating Representations are correct in all material respects;
(b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan;
(c) the Facility Agent has received an officer's certificate from the Owner confirming that:
(i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at
such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement;
(ii) no Related Contracts have been rescinded or terminated by any party to them;
(iii) no action has been taken by (a) the Owner or (b) by any other party which might in any way render any Related Contract inoperative or
unenforceable, in whole or in any part; and
(iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors' process), 18.9 (Cessation of business),
or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner's knowledge and belief (acting with the proper due diligence), in
respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and
(d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary
to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Date.
3.3 Waiver of conditions precedent
3.4 Conditions Subsequent
(a) on or before the Petrobras Acceptance Longstop Date, a technical memorandum issued by the Technical Adviser covering the relevant Workscope to be achieved
by the Delivery Loan Utilisation Date and confirming that the construction milestones specified under Clause 16.29 (Construction Milestones) have been met;
(b) on or before the date 90 days following the Amendment and Restatement Effective Date No. 2:
(i) evidence that the Operator Account has been opened;

38






together with in the case of the documents at (iv) and (v) the notices thereto and copies of such other documents and/or legal opinions which, based on
legal advice received, are reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to, or in connection with,
any of the documents listed in this Clause 3.4(b),

and provided that to the extent the Petrobras Consent is executed before the date 90 days following the Amendment and Restatement Effective Date No. 2,
the Owner undertakes to deliver to, or cause to be delivered to, the Facility Agent, the Petrobras Charter Assignment and the Services Contract
Assignment within 5 Business Days of the date of execution of the Petrobras Consent,

(it being understood that in respect of the documents listed at (ii) to (v) above inclusive, for the purposes of this clause being satisfied PDF copies of such
documents duly executed may be provided by the deadlines set out above, provided that originals to follow to the Faciltiy Agent or their appointed lawyers
as soon as practical thereafter).










(ii) a duly executed original of the Operator Account Management Agreement;
(iii) a duly executed original of the Petrobras Consent;
(iv) a duly executed original of the Petrobras Charter Assignment;
(v) a duly executed original of the Services Contract Assignment,
4. UTILISATION
4.1 Giving of Requests
(a) The Owner may borrow a Loan by giving to the Facility Agent a duly completed Request.
(b) Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. three Business Days prior to
the date of the proposed borrowing and, in respect of the Delivery Loan, three Business Days prior to the date on which that part of the Delivery Loan which relates
to all or part of the Instalment payable on the Delivery Date must be deposited by the Facility Agent into the account of the Refund Guarantor in accordance with
Clause 3.1(b) above. The Owner undertakes that any advance notices regarding expected payment dates of Instalments shall be promptly delivered to the Facility
Agent at the same time as such notices are received by the Owner or the Manager, as the case may be, from the Builder. The Facility Agent shall provide copies of
such advance notices promptly to KEXIM upon receipt of the same from the Owner and to the other Lenders upon request.
(c) The Owner may, subject to Clauses 4.1(d) and 4.1(e), submit up to only four Requests, one in respect of each of the Instalment Loan 1, the Instalment Loan 2, the
Instalment Loan 3, and the Delivery Loan (each an Instalment Loan ).
(d) Notwithstanding Clause 4.1(c), the Owner may submit one Request for the Incidental Costs Loan and Requests for Incidental Vessel Costs Loans in accordance
with the provisions of Clause 4.2 (Completion of Requests).
(e) Notwithstanding Clause 4.1(c), if on the Final Completion Date there is an Undrawn Amount, the Owner may, if the Facility Agent (acting on the instructions of all
the Lenders who shall have full discretion in connection with such instructions) so agrees, and on such terms and subject to such conditions as the Facility Agent
may, acting on such instructions, require, submit a Request for an

39


amount not exceeding the Undrawn Amount to be used to reimburse the Owner for amounts of Vessel Costs paid by it and not already financed hereunder or
such other purposes as the Lenders may agree.



A Request will not be regarded as having been duly completed unless:

















(f) Each Request is irrevocable.
4.2 Completion of Requests
(a) The Utilisation Date is a Business Day falling within the relevant Availability Period for that Loan and:
(i) for an Instalment Loan (other than the Delivery Loan), is the date on which the corresponding Instalment is payable under the terms of the
Shipbuilding Contract or, in the case of an Instalment Loan which is to be used to refinance an Instalment, is a date after the date on which the
Owner has paid the corresponding Instalment to the Builder under the Shipbuilding Contract;
(ii) for the Delivery Loan, is the Delivery Date; or
(iii) for an Incidental Vessel Costs Loan:
(A) for the first Incidental Vessel Costs Loan, is a date on or after the date of this Agreement; and
(B) for the second Incidental Vessel Costs Loan, is a date not earlier than 31 October 2008 and for any other Incidental Vessel Costs Loan, is
a date falling at least three (3) months after the previous Incidental Vessel Costs Loan Utilisation Date;
(b) the requested Incidental Costs Loan is in an amount not exceeding the aggregate amount of:
(i) the Incidental Loan Costs incurred in the period up to and including the Utilisation Date of the Incidental Costs Loan;
(ii) the aggregate amount of the Approved Incidental Vessel Costs payable in the period up to and including the Utilisation Date of the Incidental
Costs Loan and supported by invoices or receipts; and
(iii) the aggregate estimated amount of Approved Incidental Vessel Costs which will become payable in the period up to and including the Utilisation
Date of the Instalment Loan 1, supported by evidence satisfactory to the Facility Agent (acting in its sole discretion);
(c) the requested Loan (other than the requested Incidental Costs Loan) is in an amount not exceeding:
(i) if either:
(A) the Vessel Drilling Charter Date has occurred at least ten (10) Business Days prior to the relevant Utilisation Date; or
(B) if a Drilling Charter and a Sister Drilling Charter have been entered into ten (10) Business Days prior to the relevant Utilisation Date;
and

40





a percentage of the Scheduled Instalment Amount or, as applicable the Approved Incidental Vessel Costs (in each case determined by the Facility Agent)
to be derived from an iterative process in a manner that the expected LTC Ratio at the Utilisation Date following the advance of the Loan equals zero point
seven (0.7); or







Only one Loan may be requested in a Request.








(I) the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is (x) a Sister Five Year Drilling Charter or
(y) the Approved Kithira Petrobras Charter; or
(II) the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is (x) a Sister Three Year Drilling Charter or
(y) the Approved Kithira Petrobras Charter; or
(III) the Drilling Charter is a Three Year Drilling Charter and the Sister Drilling Charter is (x) a Sister Five Year Drilling Charter or
(y) the Approved Kithira Petrobras Charter,
(ii) if the conditions in Clause 4.2(c)(i) have not been met, a percentage of the Scheduled Instalment Amount or, as applicable the Approved
Incidental Vessel Costs (in each case determined by the Facility Agent) to be derived from an iterative process in a manner that the expected LTC
Ratio at the Utilisation Date following the advance of the Loan equals zero point four (0.4), together with the Incidental Loan Costs to be
capitalised or, as the case may be, reimbursed on that Utilisation Date in accordance with Clause 4.4; and
(d) the amount requested for any Loan when aggregated with:
(i) existing Loans advanced by the Lenders;
(ii) the amounts to be drawn down under any other Request issued for drawdown on the proposed Utilisation Date; and
(e) all amounts capitalised pursuant to Clause 4.4 do not exceed the Maximum Facility Amount; and
(f) subject to Clause 4.3, the amount of the Loan requested is apportioned pro rata to the Eksportfinans Loan, the KEXIM Loan and the Commercial Loan by
reference to the proportion of the Total Commitments borne by the Commitments of the Eksportfinans Lenders, the KEXIM Lenders and Commercial Lenders
respectively at the relevant time.
4.3 Advance of Loan
(a) The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan (as calculated by the Facility
Agent in accordance with this Clause 4.3).
(b) No Eksportfinans Lender is obliged to participate in the Incidental Costs Loan or any Incidental Vessel Costs Loan.
(c) The amount of each Lender's share of each requested Instalment Loan will be its Pro Rata Share on the proposed Utilisation Date but adjusted so that the total
amount lent by the Eksportfinans Lenders

41

in respect of such Loan is equal to the aggregate which would have been, and would be, lent by the Eksportfinans Lenders, if:



and taking into account the amount actually lent by the Eksportfinans Lenders in respect of any Instalment Loans for already drawn.














(i) they had participated to the extent of their Pro Rata Share in the Incidental Costs Loan and each Incidental Vessel Costs Loan drawn on or prior
to the Utilisation Date of the relevant Instalment Loan; and
(ii) they were to participate to the extent of their Pro Rata Share in the relevant Instalment Loan,
(d) The Facility Agent shall calculate the amount to be lent by each of the Lenders in connection with each Instalment Loan and shall notify each of the Lenders of
such amount as soon as practicable after receipt by the Facility Agent of the Request relating to that Instalment Loan.
(e) No Lender is obliged to participate in a Loan if, as a result:
(i) its share in the Loans under the Facility would exceed its Commitment;
(ii) the Loans would exceed the Total Commitments;
(iii) in respect of the Eksportfinans Lenders, the aggregate of the Eksportfinans Loans would exceed the Maximum Eksportfinans Loan Amount;
(iv) in respect of the KEXIM Lenders, the aggregate of the KEXIM Loans would exceed the Maximum KEXIM Loan Amount; or
(v) in respect of the Commercial Lenders, the aggregate of the Commercial Loans would exceed the Maximum Commercial Loan Amount;
(f) If the conditions set out in this Agreement have been met, each Lender must ensure that its share in the requested Loan will be available to the Facility Agent for the
Owner through its Facility Office by 10.00 a.m. on the relevant Utilisation Date.
4.4 Capitalisation of interest payable to Commercial Lenders and KEXIM Lenders
(a) During the Pre-Completion Period the Commitment fee payable in accordance with Clause 22.1 (Commitment fee), and interest calculated and payable in
accordance with Clause 7.1 (a) and 7.1 (c) (other than any such Commitment fees or interest included in the Incidental Costs Loan or interest payable to the
Eksportfinans Lenders under this Agreement) shall accrue and shall, on the last day of each Term during the Pre-Completion Period, be capitalised and added to the
principal amount of the Loans outstanding.
(b) The amount of any Incidental Loan Costs to be capitalised may not in any circumstances exceed, when aggregated with the Loans already made and amounts of
Incidental Loan Costs already capitalised under the relevant Loan, the Maximum Facility Amount or cause the applicable LTC Ratio set out in Clause 4.2 (c) (i) or
4.2 (c) (ii) to be breached. Any Incidental Loan Costs due and payable which cannot be capitalised in accordance with this Clause 4.4 must be paid by the Owner on
the due date.

42



















5. REPAYMENT
(a) The Owner must repay the Loans to the Facility Agent on each Repayment Date in accordance with the Repayment Schedule.
(b) The Facility Agent shall notify the Owner and the Lenders of any change in the amount or the timing of any Repayment Instalment as soon as practicable prior to
or, as the case may be, after the Final Completion Date. In the event of any such notification, the Facility Agent shall replace the Repayment Schedule attached at
Schedule 5 (Loan Repayment Schedule) with a new Repayment Schedule reflecting the correct Repayment Instalments and the correct Repayment Dates and
promptly provide a copy thereof to the Owner and the Lenders.
(c) The Loans shall be repaid in full on the Final Maturity Date.
(d) Any amounts repaid under this Clause 5 may not be re-borrowed.
6. PREPAYMENT AND CANCELLATION
6.1 Mandatory prepayment - illegality
(a) If it becomes, or to the knowledge of any Lender is to become, unlawful or otherwise prohibited (whether temporarily or permanently) in any jurisdiction for a
Lender to perform any of its obligations as contemplated by a Finance Document or to fund or maintain its share in one or more of the Loans, or to exercise any of
its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the Owner (any such event being a Lender Event ).
(b) After notification under paragraph (a) above (and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d)
below):
(i) the Owner must repay or prepay the share of that Lender in the relevant Loan or Loans on the date specified in paragraph (c) below; and
(ii) the Commitments of that Lender will be immediately cancelled.
(c) The date for prepayment of a Lender's share in a Loan will be:
(i) the last day of the current Term of that Loan; or
(ii) if earlier, the date specified by that Lender in the notice delivered to the Owner under paragraph (a) above (being no earlier than the last day of
any applicable grace period permitted by Applicable Law).
(d) If, prior to the occurrence of a Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter into
discussions in good faith for a period of twenty (20) days (or such shorter period, if any, as may be available prior to the Lender Event taking effect) (the Lender
Consultation Period ) with a view to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and binding
obligations, in form and substance satisfactory to that Lender and the Owner, are put in place. If that Lender and the Owner cannot agree and complete such
arrangements prior to the end of the Lender Consultation Period, the Owner shall be obliged to immediately prepay the share of that Lender in the Loan on the date
specified in paragraph (c) above.

43



The Owner shall be obliged to prepay the whole of the Loans then outstanding (and each Lender's Commitments shall be immediately cancelled) in the following
circumstances and at the following times:
















6.2 Mandatory Prepayment - Total Loss, Sale and Related Contracts
(a) if there is a Total Loss (whether before or after the Delivery Date), on the earlier of:
(i) the date falling 90 days after the Date of Total Loss; and
(ii) the date of receipt by the Owner or the Security Trustee of the proceeds of insurance relating to such Total Loss;
(b) if the Owner, or in the case of the Petrobras Brasil Charter the Bareboat Charterer or the Operator, fails to deliver the Vessel to the Charterer in accordance with the
terms of a Drilling Charter (other than in circumstances where there is a Charter Termination Event), on the date of such failure;
(c) if either the Builder or the Owner is in breach of any of its material obligations under the Shipbuilding Contract, or either the Manager, the Bareboat Charterer, the
Operator or the Owner is in breach of any of its material obligations under any other Related Contract, on the date falling 20 days after the date on which the
Facility Agent gives written notice to the Owner that the Majority Lenders have so determined and such breach is not remedied or otherwise compensated for, in
each case, to the satisfaction of the Majority Lenders within such period, or if the matter has been referred to arbitration within that 20-day period, upon the earlier
of a settlement being reached in respect of such arbitration and five days after the receipt of the final arbitration award;
(d) if the Vessel has not been delivered by the Builder by the Petrobras Acceptance Longstop Date;
(e) if a material part of the assets of the Charterer or, if applicable, the Charterer Parent are seized, expropriated, or compulsorily acquired, nationalised, confiscated or
requisitioned by any Government Entity or by persons purporting to act on behalf of any Government Entity, subject, however, to the provisions of Clause 16.23
(Breach or Termination of Drilling Charter or Management Agreement);
(f) if a Charter Termination Event occurs, on the date of the occurrence of such Charter Termination Event, subject, however, to the provisions of Clause 16.23
(Breach or Termination of Drilling Charter or Management Agreement);
(g) if the Vessel is sold, on or before the date on which the sale is completed;
(h) if the Shipbuilding Contract is terminated in circumstances where the Refund Guarantee is payable upon the earlier of:
(i) the date of receipt of the moneys under the Refund Guarantee; and
(ii) 20 days after the date of termination or if the matter has been referred to arbitration within that 20-day period, upon the earlier of a settlement
being reached in respect of such arbitration and five days after the receipt of the final arbitration award;
(i) if

44






the Shipbuilding Contract is terminated in circumstances other than those referred to in paragraph (c), on the date of its termination; or
(j) if

45






The Owner shall be obliged to prepay the Required Prepayment Percentage of each of the Loans then outstanding (and each Lender's Commitment shall be
immediately pro rata cancelled) in the following circumstances and at the following times:








then the Facility Agent or the Owner, as the case may be, shall as soon as practicable after becoming aware thereof give each other notice of the same (an
Invalidity Notice ) and, subject to paragraph (b) below, following receipt of an Invalidity Notice the Owner shall immediately prepay the outstanding Loans
together with accrued interest and all other amounts accrued under the Finance Documents, and the Commitments of the Lenders shall be immediately cancelled.



Ocean Rig ceases to have direct or indirect control of the Owner at any time, the Bareboat Charterer during the Bareboat Charter Period, the Bareboat Charterer
Parent during the Bareboat Charter Period or the Operator during the Operator Period, or to own directly or indirectly more than 50% of the voting capital or
similar right of ownership of the Owner at any time, the Bareboat Charterer during the Bareboat Charter Period, the Bareboat Charterer Parent during the Bareboat
Charter Period or the Operator during the Operator Period (and control for this purpose means the power to direct the management and the policies of the Owner,
the Bareboat Charterer, the Bareboat Charterer Parent or the Operator as relevant, whether through the ownership of voting capital, by contract or otherwise),
without the prior written consent of the Facility Agent (acting on the instructions of all the Lenders). The Facility Agent agrees that it will consult with the Owner
in good faith (taking into account, inter alia , the security and credit position of the Finance Parties) should the Owner or Ocean Rig approach the Facility Agent
with a proposal to effect an initial public offering of the Owner (but without an obligation on the part of any of the Finance Parties to consent to any such proposed
initial public offering).
6.3 Mandatory Prepayment Amount - Sister Vessel
(a) if the Sister Vessel is sold, on or before the date on which the sale is completed; or
(b) if Ocean Rig ceases, for whatever reason, to own or retain the legal and beneficial interest in at least 50% of the shares of the Sister Owner.
6.4 Mandatory Prepayment - Invalidity of Finance Documents or Related Contracts
(a) Without prejudice to the provisions of Clause 6.1 (Mandatory prepayment - illegality), if the Facility Agent or the Owner become aware that any of the following
(an Invalidity Event ) has occurred or is likely to occur:
(i) any Finance Document or Related Contract or any material provision of any such document ceasing to be valid in any way which, in the case of a
Finance Document, is material and, in the case of a Related Contract, in any way which has a Material Adverse Effect or is alleged by the Owner
to be ineffective in accordance with its terms for any reason;
(ii) any Security Document creating a Security Interest in favour of the Security Trustee (on trust for the Finance Parties) ceasing to provide a
perfected first priority security interest in favour of the Security Trustee (on trust for the Finance Parties) (subject to any Permitted Liens having
priority in law); or
(iii) the Owner repudiates a Finance Document,

46




The Owner shall be obliged to prepay the whole of the Loans then outstanding (and each Lender's Commitments shall be immediately cancelled) if in relation to
the Petrobras Brasil Charter only, by the Petrobras Acceptance Longstop Date the Vessel has not been released to Petrobras Brasil and notice for commencement of
the charter has not been given by Petrobras Brasil following completion of the general equipment tests (in accordance with article 2.2.1 of the Petrobras Brasil
Charter) (the Petrobras Acceptance ).













(b) If, prior to the occurrence of an Invalidity Event, the Facility Agent or the Owner receives an Invalidity Notice, the Facility Agent (acting on the instructions of the
Majority Lenders) and the Owner shall enter into discussions in good faith for a period of 20 days or such shorter period, if any, as may be available prior to the
Invalidity Event taking effect (the Consultation Period ) with a view to agreeing how the effects of the Invalidity Event can be avoided so that alternative legal,
valid and binding obligations, in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) are provided in
replacement of the affected Finance Document or Related Contract. In conducting such discussions and reaching a conclusion, the Lenders shall act in good faith
but otherwise in their absolute discretion. If the Facility Agent (acting on the instructions of the Majority Lenders) and the Owner cannot agree on and complete
such arrangements prior to the earlier of the end of the Consultation Period and the date upon which the relevant Invalidity Event becomes effective, the Owner
shall be obliged to immediately prepay all outstanding Loans together with accrued interest and all other amounts accrued under the Finance Documents, and the
Commitments of the Lenders shall be immediately cancelled.
6.5 Mandatory Prepayment - Petrobras Brasil Charter
6.6 Voluntary prepayment
(a) The Owner may, at any time after the Final Completion Date and giving not less than 30 days' prior written notice to the Facility Agent, prepay a Loan in whole or
in part on the last day of the relevant Term so long as it simultaneously (or if not then permitted on the earliest permitted date) prepays a pro rata amount of the
principal outstanding under the Sister Loan Agreement.
(b) A prepayment must be in a minimum amount of US$10,000,000 and, in excess of that, in multiples of US$1,000,000.
6.7 Automatic cancellation
The relevant Commitments of each Lender will be automatically cancelled at the close of business on the last day of the relevant Availability Period.
6.8 Voluntary cancellation
(a) The Owner may, by giving not less than five Business Days' prior notice to the Facility Agent, cancel the unutilised amount of the Total Commitments in whole or
in part so long as it cancels a pro rata amount of commitments under the Sister Loan Agreement.
(b) Partial cancellation of the Total Commitments must be in a minimum amount of US$10,000,000 and, in excess of that, in multiples of US$1,000,000.
(c) Any cancellation in part will be applied against the relevant Commitment of each Lender pro rata and in respect of the Facility, across the Eksportfinans Loan, the
KEXIM Loan and the Commercial Loan pro rata .

47























6.9 Voluntary prepayment and cancellation
(a) If the Owner is, or will be, required to pay to a Lender a Tax Payment or an Increased Cost, the Owner may, while the requirement continues, give notice to the
Facility Agent requesting prepayment and cancellation in respect of that Lender.
(b) After notification under paragraph (a) above:
(i) the Owner must repay or prepay that Lender's share in each Loan made to it on the date specified in paragraph (c) below; and
(ii) the Commitment of that Lender will be immediately cancelled.
(c) The date for prepayment of a Lender's share in a Loan will be the last day of the current Term for the relevant Loan or any earlier date agreed between the Owner,
the Facility Agent and that Lender.
6.10 Partial prepayment of Loans
(a) Except where this Clause 6 expressly provides otherwise, any partial prepayment of a Loan will be applied against the Repayment Instalments in the inverse order
of their maturity and shall be applied pro rata in respect of the amounts outstanding to the Eksportfinans Lenders, the KEXIM Lenders and the Commercial
Lenders.
(b) Upon any such partial prepayment, the Facility Agent shall, if applicable, replace the Repayment Schedule attached at Schedule 5 (Loan Repayment Schedule) with
a new Repayment Schedule(s) reflecting the correct Repayment Instalments and promptly provide a copy thereof to the Owner.
(c) No amount of a Loan prepaid (in full or in part) under this Agreement may subsequently be reborrowed.
6.11 Miscellaneous provisions
(a) Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Loans and Commitments.
(b) All prepayments under this Agreement must be made with accrued interest on the amount prepaid.
(c) All prepayments (whether voluntary or mandatory) under this Agreement shall be subject to Break Costs (if any). Each Lender claiming Break Costs shall, as soon
as reasonably practicable after demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Term in which they accrue. The
Facility Agent agrees to provide a copy of such certificate to the Owner upon request by the Owner.
(d) No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.
7. INTEREST
7.1 Calculation of interest
(a) The rate of interest on each Commercial Loan for each Term during the Pre-Completion Period and the Post-Completion Period is the percentage rate per annum
equal to the aggregate of:
(i) the Applicable Margin at such time;

48
















Except where it is provided to the contrary in this Agreement, the Owner must pay accrued interest on each Loan on the last day of each Term.









(ii) LIBOR; and
(iii) the Mandatory Cost, if any.
(b) The rate of interest on each Eksportfinans Loan for each Term during the Pre-Completion Period and the Post-Completion Period shall be the aggregate of:
(i) the applicable Pre-Completion Eksportfinans Interest Rate or, as the case may be, the applicable Post-Completion Eksportfinans Interest Rate;
and
(ii) the Mandatory Cost, if applicable.
(c) The rate of interest on each KEXIM Loan for each Term during the Pre-Completion Period and the Post-Completion Period shall be the aggregate of:
(i) LIBOR; and
(ii) the Applicable Margin at such time.
(d) Interest shall be calculated:
(i) subject to paragraph (ii) below, by reference to the actual number of days elapsed and on the basis of a year of 360 days in respect of any Loan;
and
(ii) on a 30/360 day basis in respect of any Eksportfinans Loan.
(e) Interest shall accrue from and including the first day of each Term to but excluding the last day of such Term.
7.2 Payment of interest
7.3 Interest on overdue amounts
(a) If the Owner fails to pay any amount payable by it under the Finance Documents, it must immediately on demand by the Facility Agent pay interest on the overdue
amount from its due date up to the date of actual payment, both before, on and after judgment.
(b) Interest on an overdue amount is payable at a rate determined by the Facility Agent to be the aggregate of 3% per annum above the rate which would have been
payable if the overdue amount had, during the period of non-payment, constituted a Loan. For this purpose, the Facility Agent may (acting reasonably) select
successive Terms of any duration of up to six months.
(c) Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Term,
then:
(i) the first Term for that overdue amount will be the unexpired portion of that Term; and
(ii) the rate of interest on the overdue amount for that first Term will be 3% per annum above the rate then payable on that Loan.

49





The Facility Agent must promptly notify each relevant Party of the determination of a rate of interest under this Agreement.








A Term for a Loan will end on the same day as the current Term for any other Loan. On the last day of those Terms, those Loans will be consolidated and treated as
one Loan.


If a Term in relation to a Loan advanced during the Pre-Completion Period would otherwise overrun the Final Completion Date, it will be shortened so that it ends
on the Final Completion Date. Each subsequent Term will be ascertained in accordance with Clause 8.1(c) (Term).


If a Term would otherwise overrun the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date.


The Facility Agent (with the prior consent of the Majority Lenders) and the Owner may enter into such other arrangements as they may agree for the adjustment of
Terms and the consolidation and/or splitting of Loans.



(d) After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with paragraph (b) above.
(e) Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Terms but will remain immediately due and
payable.
7.4 Notification of rates of interest
8. TERMS
8.1 Term
(a) Each Loan has successive Terms.
(b) The first term for a Loan will start on the Utilisation Date for that Loan and each subsequent Term for a Loan will start on the expiry of the preceding Term for that
Loan.
(c) Subject to the following provisions of this Clause 8 the duration of each Term shall be three (3) months during the Pre-Completion Period, provided always that the
first Term for the Incidental Costs Loan shall expire on 31 October 2008 or if earlier, at the next Repayment Date.
(d) Subject to the following provisions of this Clause 8 the duration of each Term shall be six (6) months during the Post-Completion Period, provided always that the
first Term after the Final Completion Date shall expire on the first Repayment Date set out in the Repayment Schedule, being 31 May 2012.
8.2 Consolidation - Loans
8.3 End of Term on Final Completion Date
8.4 No overrunning the Final Maturity Date
8.5 Other adjustments

50



If LIBOR is to be calculated by reference to the Reference Banks but if a Reference Bank does not supply a rate by 11.00 a.m. on the second London Business Day
before the first day of the relevant Term, the applicable LIBOR will, subject as provided below, be calculated on the basis of the rates of the remaining Reference
Banks.
















9. MARKET DISRUPTION
9.1 Failure of a Reference Bank to supply a rate
9.2 Market disruption
(a) In this Clause 9, each of the following events is a market disruption event :
(i) LIBOR is to be calculated by reference to the Reference Banks but no Reference Bank supplies a rate to the Facility Agent by 11.00 a.m. on the
second London Business Day before the first day of the relevant Term; or
(ii) the Facility Agent receives by close of business on the second London Business Day before the first day of the relevant Term notification from
any Lender or Lenders whose shares in the relevant Loan exceed 30% of that Loan that the cost to them of obtaining matching deposits in the
relevant interbank market is in excess of LIBOR for the relevant Term.
(b) The Facility Agent must promptly notify the Owner and the Lenders of a market disruption event.
(c) After notification under paragraph (b) above, the rate of interest on each Lender's share in the affected Loan for the relevant Term will be the aggregate of the
relevant:
(i) Applicable Margin at such time;
(ii) rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Term,
to be that which expresses as a percentage rate per annum the cost to that Lender of funding the Loan from whatever source it may reasonably
select; and
(iii) Mandatory Cost, if applicable, to that Lender's participation in the Loan.
9.3 Alternative basis of interest or funding
(a) If a market disruption event occurs and the Facility Agent or the Owner so require, the Owner and the Facility Agent must enter into negotiations for a period of not
more than 20 days with a view to agreeing to an alternative basis for determining the rate of interest and/or funding for the affected Loan and any relevant future
Loan.
(b) Any alternative basis agreed between the Owner and the Facility Agent will be, with the prior written consent of all the Lenders, binding on all the Parties.
(c) During the negotiation period referred to in paragraph (a) above and thereafter unless an agreement for such alternative basis is reached between the Parties, the
provisions of Clause 9.2 shall apply.

51
















if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party. However, any payment deemed to be
received or receivable, including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated
as net income received or receivable for this purpose; or



10. TAXES
10.1 Tax gross-up
(a) The Owner must make all payments to be made by it under the Finance Documents without any Tax Deduction unless a Tax Deduction is required by Applicable
Law.
(b) Where the introduction of, or any change in, or any change in the interpretation, administration or application of, any Applicable Law or compliance with any law
or regulation made after the date of this Agreement requires the Owner, or as the case may be, the Facility Agent, to make a Tax Deduction, as soon as the Owner
or a Lender becomes aware of the same, it must promptly notify the Facility Agent. The Facility Agent must then promptly notify the affected Parties.
(c) Following any notification referred to in paragraph (b) above, the amount of the payment due from the Owner will be increased or, as the case may be, the Owner
shall make an additional payment, so that the amount (after making the Tax Deduction) received by the recipient is equal to the payment which would have been
due if no Tax Deduction had been required.
(d) If the Owner is required to make a Tax Deduction, it must make the Tax Deduction and must make any payment required in connection with that Tax Deduction
within the time allowed by the Applicable Law.
(e) Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction or, if later, promptly following receipt of the same, the
Owner must deliver to the Facility Agent for the relevant Finance Party documents or other information (or certified copies thereof) evidencing satisfactorily to that
Finance Party that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.
10.2 Tax indemnity
(a) Except as provided below, the Owner must (within three Business Days of demand by the Facility Agent) indemnify a Finance Party by paying to such Finance
Party an amount equal to any loss or liability which that Finance Party determines will be or has been suffered by that Finance Party for or on account of Tax in
relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.
(b) Paragraph (a) above does not apply:
(i) to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:
(A) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Office and
is treated as resident for tax purposes; or
(B) that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

52






If a Lender intends to make a claim pursuant to Clause 10.2 (Tax indemnity) it shall, as soon as reasonably practicable after becoming aware that it may be entitled
to make a claim under Clause 10.2 (Tax indemnity), notify the Owner of the event by reason of which it is entitled to do so, provided that nothing herein shall
require that Lender to disclose any confidential information relating to the organisation of its affairs.


The Owner must pay and within five Business Days of demand indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other Taxes payable in respect of any Finance Document, except for any such Tax payable in connection with entering into a
Transfer Certificate.







(ii) to the extent a loss or liability is compensated by an increased payment under Clause 10.1(c) (Tax gross-up).
(c) A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Facility Agent of the event which will give, or has
given, rise to the claim. The Facility Agent shall, in turn, notify the Owner.
(d) A Finance Party shall, on receiving a payment from the Owner under this Clause 10.2, notify the Facility Agent.
10.3 Confidentiality of Tax affairs
10.4 Stamp taxes
10.5 Value added taxes
(a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration
for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (b) below, if VAT is
chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party must pay to the Finance Party (in addition to and at the
same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to
such Party).
(b) If VAT is chargeable on any supply made by any Finance Party (the Supplier ) to any other Finance Party (the Recipient ) under a Finance Document, and any
Party (the Relevant Party ) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather
than being required to reimburse the Recipient in respect of that consideration), such Party must also pay to the Supplier (in addition to and at the same time as
paying such amount) an amount equal to the amount of such VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or
repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.
(c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify the
Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that
neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect
of the VAT.

53





Except as provided below in this Clause 11, the Owner must, within five Business Days of demand by the Facility Agent, pay to a Finance Party the amount of any
Increased Cost incurred by that Finance Party or any of its Affiliates as a result of:




The Owner need not make any payment for an Increased Cost to the extent that the Increased Cost is:














11. INCREASED COSTS
11.1 Increased Costs
(a) the introduction of, or any change in, or any change in the interpretation, administration or application of, any Applicable Law (including, for the avoidance of
doubt, the implementation of matters set out in Basel II or any other revisions to the Basel Accord); or
(b) compliance with any Applicable Law made after the date of this Agreement.
11.2 Exceptions
(a) compensated for under another Clause or would have been but for an exception to that Clause;
(b) attributable to the relevant Finance Party or any of its Affiliates wilfully failing to comply with any law or regulation;
(c) attributable to a Tax Deduction required by Applicable Law to be made by the Owner; or
(d) compensated for by the payment of Mandatory Cost.
11.3 Claims
(a) If a Finance Party intends to make a claim for an Increased Cost it must notify the Facility Agent of the circumstances giving rise to and the amount of the claim,
following which the Facility Agent will promptly notify the Owner.
(b) Each Finance Party must, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Cost.
11.4 Mitigation
(a) Each Finance Party must, in consultation with the Owner, use all reasonable endeavours to mitigate any circumstances which arise and which result or would result
in any amount being payable under or pursuant to, or cancelled pursuant to, any of Clause 10 (Taxes) or Clause 11 (Increased Costs) including (but not limited to)
transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office and, in respect of any Increased Cost arising as a result of
the implementation of the matters set out in Basel II or any other revisions to the Basel Accord, each Finance Party must apply its rights under Clause 11.1(a)
(Increased Costs) on a non-discriminatory basis.
(b) The Owner must indemnify that Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under
paragraph (a) above.
(c) A Finance Party is not obliged to take any step under this Clause 11.4 if, in the opinion of that Finance Party (acting reasonably), to do so would be prejudicial to it.

54






The Owner shall:




in each case free of Security Interests and rights of set-off other than as created by or pursuant to the Security Documents or in favour of the Account Bank (or in
the case of the Operator in favour of the Brazilian Account Bank), provided that the Owner, the Bareboat Charterer and the Operator may open other unsecured
accounts solely for administrative purposes and provided always that no Event of Default has occurred and is continuing at that time.











(d) Paragraph (a) does not in any way limit the obligations of the Owner under the Finance Documents.
12. ACCOUNTS
12.1 Maintenance of accounts
(a) maintain the Owner Accounts with the Account Bank (other than the Equity Account) until the Final Maturity Date; and
(b) procure that the Bareboat Charterer shall maintain the Bareboat Charterer Accounts with the Account Bank during the Bareboat Charter Period; and
(c) procure that the Operator shall maintain the Operator Account with the Brazilian Account Bank during the Operator Period,
12.2 Proceeds Account (Pre-Completion Period)
(a) The Owner shall pay, or procure that there is paid:
(i) no later than one (1) Business Day after the date of service of each Request to the Facility Agent in the Pre-Completion Period, into the Proceeds
Account, an amount equal to:
(A) any Balancing Equity Contribution; and
(B) the relevant Equity Contribution, in each case in respect of the Utilisation Date to which such Request relates; and
(ii) the amount of each Loan into the Proceeds Account or if the Owner so requests in a Request in respect of an Instalment Loan, to an account of
the Builder specified in the Request; and
(b) During the Pre-Completion Period and on the Final Completion Date the Owner shall procure that there is forthwith credited to the Proceeds Account any other
amount payable or paid to the Owner (including any Liquidated Damages Payments paid by the Builder under the terms of the Shipbuilding Contract). Provided
that no Event of Default or Mandatory Prepayment Event has occurred and is continuing, the Owner shall be entitled to instruct the Account Bank to transfer (and
irrevocably authorises the Security Trustee to instruct the Account Bank to transfer) on each Utilisation Date, after the proceeds of the relevant Loan have been
credited, sufficient amounts from the Proceeds Account to:
(i) any account specified by the Builder to be applied to make Instalment payments or, in the case that the relevant Loan is to be used to refinance
the Instalment payment already paid to the Builder by the Owner, any account specified by the Owner, and

55




in each case in accordance with the terms of this Agreement.


During the Bareboat Charter Period, the Owner shall ensure that the Bareboat Charterer procures that there is forthwith credited to the Bareboat Charterer Proceeds
Account all Bareboat Charterer Earnings and any Requisition Compensation payable to it and that the following transfers will then be made in the following order:









(together the Primary Transfers), provided that, upon any Owner Earnings Deposit Date the Owner may (subject to the consent of the Majority Lenders in respect
of (C) below):





(ii) the account nominated by the Facility Agent, to be applied to part of the Incidental Costs Loan as does not relate to Incidental Vessel Costs, and
(iii) any account specified by the Owner to be applied towards such other items or costs as are included in the Vessel Cost,
12.3 Bareboat Charterer Proceeds Account
(a) first , to the Bareboat Charterer OPEX Account a transfer in accordance with Clause 12.5 (Transfers to the Bareboat Charterer OPEX Account) below; and
(b) secondly , to the Proceeds Account an amount representing all payments of Bareboat Charterhire and any Requisition Compensation.
12.4 Proceeds Account (Post-Delivery Period)
(a) During the Post-Delivery Period, the Owner shall procure that there is forthwith credited to the Proceeds Account all Earnings and any Requisition Compensation
payable to it, and the Owner shall procure that the following transfers will then be made in the following order:
(i) first , to the Operating Expenses Account a transfer in accordance with Clause 12.6 (Transfers to the Operating Expenses Account);
(ii) secondly , to the Debt Service Account a transfer in accordance with Clause 12.7 (Transfers to Debt Service Account);
(iii) thirdly, to the extent required, a transfer to the Debt Service Reserve Account in accordance with Clause 12.12(b) (Payments to the Debt Service
Reserve Account on or after the Utilisation Date of the Delivery Loan); and
(iv) fourthly , to the extent required, a transfer to the CAPEX Account or during the Bareboat Charter Period to the Bareboat Charterer CAPEX
Account in accordance with Clause 12.13 (Transfers to the CAPEX Account and the Bareboat Charterer CAPEX Account),
(A) in respect of any rebate of Brazilian import tax incurred prior to the Amendment and Restatement Effective Date No.2 in respect of the Vessel; or
(B) in respect of repayment of any Ocean Rig Loans made in respect of CAPEX Expenses (including, without limitation, costs associated with a number of
system upgrades that were required in order for the Vessel to comply with the detailed specifications set out in the Petrobras Brasil Charter) and Operating
Expenses in connection with mobilising the Vessel

56

to Brazilian waters, in each case incurred prior to the date of the Amendment and Restatement Effective Date No.2; or


(the amounts in (A) to (C) above being the Ocean Rig Repayment Amounts ) following the Primary Transfers, transfer an amount (to the extent of the
Earnings remaining available to the Owner following such Primary Transfers):



in repayment of such Ocean Rig Repayment Amounts.





During the Bareboat Charter Period, upon payment of any Bareboat Charterer Earnings or Requisition Compensation into the Bareboat Charterer Proceeds
Account, the Owner shall ensure that the Bareboat Charterer shall instruct the Account Bank to transfer from the Bareboat Charterer Proceeds Account (and
irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Bareboat Charterer Proceeds Account) to the Bareboat Charterer
OPEX Account an amount equal to the amount allocated for Operating Expenses in the Annual Budget for the period from that Bareboat Charterer Earnings
Deposit Date to the next scheduled Bareboat Charterer Earnings Deposit Date, and the Bareboat Charterer shall be permitted to withdraw such amount from the
Bareboat Charterer OPEX Account to pay the same to the Owner for the account of the Manager under and in accordance with the terms of the Management
Agreement and the Management Agreement Assignment Agreement, and to others for use in connection with the operating expenses of the Vessel and the
operation and management of the Bareboat Charterer incurred in the ordinary course of business.



(C) in respect of any amounts paid by Ocean Rig following the date of the Amendment and Restatement Agreement Effective Date No.2 in respect of
Operating Expenses or CAPEX Expenses in excess of the amounts allocated for Operating Expenses and CAPEX Expenses in the Annual Budget
from that Bareboat Charterer Earnings Deposit Date to the next scheduled Bareboat Charterer Earnings Deposit Date,
(x) to Ocean Rig; or
(y) to the Parent by way of a dividend (to be dividended onwards to Ocean Rig);
(b) Subject to Clause 12.4(c) below, once the Primary Transfers have been made, and subject to repayment of any Ocean Rig Repayment Amounts under and in
accordance with Clause 12.4(a) above, the Owner shall instruct the Account Bank to transfer from the Proceeds Account (and irrevocably authorises the Security
Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Debt Service Reserve Account any surplus funds standing to the credit of the
Proceeds Account (the Additional Reserve Transfers ) until the date upon which the aggregate of the Additional Reserve Transfers and the Sister Additional
Reserve Transfers is an amount equal to the Additional Reserve Amount.
(c) To the extent that on 30 September 2014, the aggregate of the Additional Reserve Transfers and the Sister Additional Reserve Transfers is an amount less than the
Additional Reserve Amount, then the Owner shall, on that date, deposit (or procure that an amount is deposited) in the Debt Service Reserve Account an amount
such that the aggregate of the Additional Reserve Transfers and the Sister Additional Reserve Transfers is an amount equal to the Additional Reserve Amount.
(d) Provided no Default or Mandatory Prepayment Event is at such time continuing, the Owner and the Finance Parties may, notwithstanding the provisions of this
Clause 12 vary the order and application of the Primary Transfers by agreement in writing, in each case acting reasonably.
12.5 Transfers to the Bareboat Charterer OPEX Account

57



Upon payment of any Earnings or Requisition Compensation into the Proceeds Account the Owner shall instruct the Account Bank to transfer from the Proceeds
Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Operating Expenses Account,
to the extent (during the Bareboat Charter Period) that such amount has not been paid into the Bareboat Charterer OPEX Account in accordance with Clause 12.5
above, an amount equal to the amount allocated for Operating Expenses in the Annual Budget for the period from that Owner Earnings Deposit Date to the next
scheduled Owner Earnings Deposit Date, and the Owner shall be permitted to withdraw such amount from the Operating Expenses Account to pay the same to the
Manager under and in accordance with the terms of the Management Agreement and to others for use in connection with the operating expenses of the Vessel and
operation and management of the Owner incurred in the ordinary course of business.


Following the transfer to the Operating Expenses Account in accordance with Clause 12.6 (Transfers to the Operating Expenses Account)), the Owner shall procure
that there is transferred from the Proceeds Account (and irrevocably instructs the Security Trustee to instruct the Account Bank to transfer from the Proceeds
Account) to the Debt Service Account an amount in Dollars calculated in accordance with the following formula:


where:


PROVIDED ALWAYS that on the last Owner Earnings Deposit Date for a Retention Period if there remains a shortfall under the formula set out in this Clause
12.7 on the last day of a Retention Period, there shall be transferred to the Debt Service Account out of the Proceeds Account an amount (taking into account the
existing balance of the Debt Service Account) equal to the amount required to repay the principal and interest in full which is due on the next Repayment Date.


If, for any reason, the amount standing to the credit of the Proceeds Account is insufficient to make any transfer to the Debt Service Account required by Clause
12.7 (Transfers to Debt Service



12.6 Transfers to the Operating Expenses Account
12.7 Transfers to Debt Service Account
A x n
a =
N
a = the relevant amount of the Earnings and/or, as the case may be, Requisition Compensation to be transferred to the Debt Service Account out of the
Proceeds Account;

A = the aggregate amount required to repay the next scheduled principal and interest instalment (provided that for the purposes of this Clause 12.7,
scheduled interest in respect of any Hedged Portion shall be deemed to be payable at the applicable Fixed Rate);

N = the number of days in a Retention Period; and

n = the actual number of days elapsed from (and including) the immediately preceding Owner Earnings Deposit Date in the Retention Period or the first
day of the Retention Period (where there is no preceding Owner Earnings Deposit Date in a Retention Period) up to (but excluding) the Owner
Earnings Deposit Date,
12.8 Additional payments to the Debt Service Accounts

58


Account), the Owner shall immediately (and in any event within three Business Days of the relevant Owner Earnings Deposit Date) pay the shortfall directly into
the Debt Service Account.








provided that following the transfer to the Facility Agent in accordance with this Clause 12.9(b), the Owner shall be entitled to request the Security Trustee to
authorise the transfer of any remaining funds standing to the credit of the Debt Service Account back to the Proceeds Account.


If for any reason the amount standing to the credit of the Debt Service Account shall be insufficient to pay any Repayment Instalment or to make any payment of
interest when due, the Owner's obligation to pay that Repayment Instalment or to make that payment of interest shall not be affected.





12.9 Application of Debt Service Accounts
(a) On each Repayment Date:
(i) to the extent that the Owner is required to make a periodic payment to a Swap Bank under a Swap Agreement, the Owner shall procure that (and
irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Debt Service Account) an amount equal to the
aggregate of any such periodic payments is transferred forthwith from the Debt Service Account to the relevant Swap Bank in accordance with
the DPP; and
(ii) to the extent that a Swap Bank is required to make a periodic payment to the Owner under a Swap Agreement then the Owner shall request that
the Swap Bank pays such periodic payment directly into the Debt Service Account when due.
(b) The Owner shall procure that there is transferred from the Debt Service Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to
transfer from the Debt Service Account) to the Facility Agent after any payment to a Swap Bank as described in paragraph (a)(i) above:
(i) on each Repayment Date, the amount of the Repayment Instalment then due in Dollars; and
(ii) on the last day of each Term, the amount of interest then due in Dollars,
12.10 Owner's obligations not affected
12.11 Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan
(a) The balance of the Debt Service Reserve Account shall at all times prior to the earlier to occur of the Vessel and Sister Vessel Drilling Charter Date and the
Drilling Charter Cut-off Date be in an amount at least equal to the Equity Collateral. If the balance of the Debt Service Reserve Account falls at any time below an
amount equal to the Equity Collateral, the Owner shall immediately pay, or procure that there is paid into the Debt Service Reserve Account such amount as shall
restore the credit balance of the Debt Service Reserve Account to an amount equal to the Equity Collateral, provided that if the Vessel and Sister Vessel Drilling
Charter Date has occurred and no Event of Default or Mandatory Prepayment Event has occurred and is continuing, notwithstanding Clause 12.11(b) below, the
funds standing to the credit of the Debt Service Reserve Account relating to the Equity Collateral only, minus an amount equal to that required to be paid into the
Debt Service Reserve Account pursuant to Clause 12.11(b) below, shall be released to the Owner or to its order.

59










On each Owner Earnings Deposit Date, following the transfers referred to above (to the extent any such payments are required to be made under and in accordance
with the terms thereof), the Owner shall instruct the Account Bank to transfer from the Proceeds Account (and irrevocably authorise the Security Trustee to instruct
the Account Bank to transfer from the Proceeds Account) to either (i) the CAPEX Account an amount equal to the amount allocated for CAPEX Expenses of the
Owner, if any, in the Annual Budget for the period from that Owner Earnings Deposit Date to the next scheduled Owner Earnings Deposit Date, or (ii) during the
Bareboat Charter Period, the Bareboat Charterer CAPEX Account an amount equal to the amount allocated for CAPEX Expenses of the Bareboat Charterer, if any,
in the Annual Budget for the period from that Bareboat Charterer Earnings Deposit Date to the next scheduled Bareboat Charterer Earnings Deposit Date, and the
Owner and the Bareboat Charterer shall be entitled, in accordance with the terms of the Annual Budget, with the prior consent of the Security Trustee, to withdraw
such amount from the CAPEX Account, or the Bareboat Charterer CAPEX Account as relevant, to pay (against reasonable and proper invoices approved by the
Facility Agent) any approved CAPEX Expenses.



(b) The Owner shall pay, or procure that there is paid to the Debt Service Reserve Account on or prior to the earlier to occur of the Vessel and Sister Vessel Drilling
Charter Date and the Drilling Charter Cut-off Date an amount equal to US$25,000,000.
(c) At any time, and from time to time, prior to the Final Completion Date, the Owner shall be entitled, with the prior approval of the Facility Agent (acting on the
instructions of the Majority Lenders), to withdraw all or part of the moneys standing to the credit of the Debt Service Reserve Account in order to meet any costs
and expenses the Owner may incur which have not been contemplated in the Approved Budget.
(d) Any balance standing to the credit of the Debt Service Reserve Account on the Utilisation Date of the Delivery Loan, shall be utilised towards the funding of the
Required DSRA Balance.
12.12 Payments to the Debt Service Reserve Account on or after the Utilisation Date of the Delivery Loan
(a) The Owner shall ensure, from the Utilisation Date of the Delivery Loan and at all times thereafter until the Final Maturity Date, that the amount standing to the
credit of the Debt Service Reserve Account is equal to the aggregate of the Required DSRA Balance and the aggregate of the Additional Reserve Transfers at any
time as required pursuant to Clauses 12.4(b) and (c).
(b) In addition to the transfers referred to in Clauses 12.4(b) and (c), on each Owner Earnings Deposit Date, following the transfers referred to in Clauses 12.6 and 12.7
above, the Owner shall procure that there is transferred from the Proceeds Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to
transfer from the Proceeds Account) to the Debt Service Reserve Account an amount to ensure that the balance of the Debt Service Reserve Account at such time is
an amount at least equal to the Required DSRA Balance, provided that the Required DSRA Balance shall not include any amounts transferred to the Debt Service
Reserve Account in accordance with Clauses 12.4(b) and (c).
(c) The Security Trustee shall be entitled to withdraw sums of money standing to the credit of the Debt Service Reserve Account in accordance with the terms of the
Owner Accounts Charge Agreement.
12.13 Transfers to the CAPEX Account and the Bareboat Charterer CAPEX Account

60


The Facility Agent may invest any and all moneys held in the Debt Service Reserve Account in the name of, or under the control of, the Facility Agent in short
term cash deposits at the Deposit Bank and upon such terms as the Facility Agent may think fit. If the rating of the Deposit Bank falls below P-1 from Moody's or
A-1 from S&P, the Facility Agent must promptly remove the deposits placed under this Clause 12.14 from the Deposit Bank and invest the relevant deposits at any
bank or institution with a rating of not less than P-1 from Moody's or A-1 from S&P, selected by the Facility Agent and approved by the Owner and the Majority
Lenders. Notwithstanding any investment in accordance with this Clause 12.14, all moneys paid into the Debt Service Reserve Account shall at all times be
charged to the benefit of the Secured Parties.


During the term of the Facility, no sum may be withdrawn from any of the Accounts (except in accordance with this Clause 12) without the prior written consent of
the Facility Agent (acting on the instructions of the Majority Lenders).


Each Lender agrees to the terms of the appointment of the Account Bank and confirms that the Account Bank has no liability to the Lenders in respect of amounts
withdrawn from any Account (in accordance with this Agreement and the Owner Accounts Charge Agreement and the Bareboat Charterer Accounts Charge
Agreement). Notwithstanding the provisions of Clause 1.2(c) (Construction), the Account Bank may enforce the terms of this Clause 12.16 as if it were a party to
this Agreement.


The Owner shall procure that there is forthwith credited to the Operator Account all Operator Earnings payable to it, and that the Operator may withdraw any sum
from the Operator Account provided that no Event of Default has occurred and is continuing (in which event the Operator Account will become blocked and no
withdrawals may be permitted), and the Owner shall procure that on and from the date of execution of the Operator Account Management Agreement the Operator
complies with the provisions of that Operator Account Management Agreement.



Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the
Finance Documents must be made to the Facility Agent to its account at such office as it may notify to that Party for this purpose by not less than five Business
Days' prior notice.


Payments under the Finance Documents to the Facility Agent must be made for value on the due date at such times and in such funds as the Facility Agent may
specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.



12.14 Investments
12.15 Restriction on withdrawal
12.16 Liability of Account Bank
12.17 Operator Account
13. PAYMENTS
13.1 Place
13.2 Funds

61











All payments made by the Owner under the Finance Documents must be calculated and made without (and clear of any deduction for) set-off or counterclaim.






Finance Document, if any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by the Owner under the Finance
Documents, then the Administrative Party must apply that payment towards the obligations of the Owner under the Finance Documents in the following order:



13.3 Distribution
(a) Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility
Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or, in the case of KEXIM, in New York as it may notify to the
Facility Agent for this purpose by not less than five Business Days' prior notice.
(b) The Facility Agent may apply any amount received by it from the Owner in or towards payment (as soon as practicable after receipt) of any amount due from the
Owner under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.
(c) Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has
established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make
available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party must forthwith on demand by the
Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the
Facility Agent at a rate reasonably calculated by the Facility Agent to reflect its cost of funds.
13.4 Currency
(a) Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance
Documents is determined under this Subclause.
(b) Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.
(c) Each other amount payable under the Finance Documents is payable in Dollars.
13.5 No set-off or counterclaim
13.6 Business Days
(a) If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the
same month (if there is one) or the preceding Business Day (if there is not).
(b) During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due
date.
13.7 Payments
(a) Subject always to the provisions of the DPP and except to the extent otherwise provided in any

62










in each case, under the Finance Documents provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when
aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii) and (iv) above, shall not exceed the Swap Limit;




(i) first , in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and due and payments made by the
Finance Parties, the Account Bank, the Brazilian Account Bank or any receiver in enforcing rights under the Finance Documents and/or recovering
possession of the Security Assets and all remuneration payable to the Finance Parties for which the relevant Finance Party is entitled to be reimbursed
under the Finance Documents or any receiver under or pursuant to the Security Documents (including, without limitation, legal expenses and reinstatement
costs) provided that, in respect of any such payment or payments payable to the Swap Bank, the amount paid shall not exceed the Swap Limit;
(ii) secondly , in or towards payment pro rata of any due and unpaid fees, costs and expenses of the Finance Parties, the Account Bank or the Brazilian
Account Bank under the Finance Documents to the extent not recovered under subparagraph (i) above provided that, in respect of any such payment or
payments payable to the Swap Bank the amount paid, when aggregated with any amounts recovered by the Swap Banks under subparagraph (i) above,
shall not exceed the Swap Limit;
(iii) thirdly , in or towards payment pro rata of any interest on overdue amounts payable to the Finance Parties provided that, in respect of any such payment
or payments payable to the Swap Banks the amount paid, when aggregated with any amounts recovered by the Swap Banks under subparagraphs (i) and
(ii) above, shall not exceed the Swap Limit;
(iv) fourthly , in or towards payment pro rata of any accrued but due and unpaid interest (other than interest on overdue amounts referred to in subclause (iii))
payable to the Finance Parties provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated
with any amount recovered by the Swap Banks under subparagraphs (i), (ii) and (iii) above, shall not exceed the Swap Limit;
(v) fifthly , in or towards payment pro ra ta of:
(A) any due but unpaid Break Costs of the Finance Parties; or
(B) any due but unpaid principal payable to the Finance Parties,
(vi) sixthly , in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Owner to any of the Finance Parties
under the Finance Documents in such order as the Finance Parties shall determine provided that, in respect of any such payment or payments payable to
the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii), (iv) and (v) above,
shall not exceed the Swap Limit;
(vii) seventhly , any payments due but unpaid to the Swap Banks under a Swap Agreement to the extent not already recovered under paragraphs (i), (ii), (iii),
(iv), (v) and (vi) above; and

63






If a Finance Document does not provide for when a particular payment is due, including any indemnity payment, that payment will be due within three Business
Days of demand by the relevant Finance Party.



The representations and warranties set out in this Clause 14 are made, unless otherwise stated, by the Owner to the Finance Parties.









It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Transaction Documents to which it
is or will be a party and the transactions contemplated by those Transaction Documents.





(viii) after all amounts payable or which may become payable to the Finance Parties under the Finance Documents have been paid in full, in or towards payment
of the surplus, if any, to the Owner or other persons entitled thereto free of any charge or other restriction.
(b) The Facility Agent must, if so directed by all the Lenders, vary the order set at subparagraphs (a)(ii) to (a)(vi) above, provided always that to the extent that the
provisions of this paragraph shall conflict with the DPP, the provisions of the DPP shall prevail. Any amendment or variation to any other provision of this
Agreement other than the order of payments in paragraph (a) above shall require the prior written consent of the Owner.
(c) This Clause 13.7 will override any appropriation made by the Owner.
13.8 Timing of payments
14. REPRESENTATIONS AND WARRANTIES
14.1 Representations and warranties
14.2 Status and Ownership
(a) It is a corporation, duly organised and validly existing under the laws of the Marshall Islands.
(b) It has the power to own its assets and carry on its business as it is being conducted.
(c) It is indirectly wholly owned by Ocean Rig (acting through the Parent and the Parent Shareholder).
(d) Subject to the Security Documents, the Parent is the legal and beneficial owner of all of the share capital of the Owner, the Parent Shareholder is the legal and
beneficial owner of all of the share capital of the Parent and Ocean Rig is the legal and beneficial owner of all of the share capital of the Parent Shareholder.
(e) No person has any right to call for the issue or transfer of any share capital or loan stock in the Owner other than in accordance with the Security Documents.
(f) All of the shares in the capital of the Owner are fully paid up.
14.3 Powers and authority
14.4 Legal validity
(a) Subject to any general principles of law limiting its obligations, each Transaction Document to which it is a party is its legally binding, valid and enforceable
obligation.

64




The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party do not conflict in any material
respect with:















Its audited financial statements (if any) most recently delivered to the Facility Agent together with any other financial information supplied by it to the Facility
Agent:




(b) This Agreement and each Transaction Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation.
14.5 Non-conflict
(a) any law or regulation applicable to it;
(b) its constitutional documents; or
(c) any agreement or instrument which is binding upon it or any of its assets.
14.6 No Default
(a) No Default is outstanding under, or will result from the entry into, or the performance by it of any transaction contemplated by, any Transaction Document.
(b) There is no outstanding material breach of any term of any Transaction Document to which it is a party and no person has disputed, repudiated or disclaimed
liability under any Transaction Document to which it is a party or evidenced an intention to do so.
(c) No other event is outstanding which constitutes a default under any document which is binding on it or any of its assets to an extent or in a manner which is
reasonably likely to have a Material Adverse Effect.
14.7 Authorisations
(a) Under Marshall Islands law and the laws of any other jurisdiction where the Owner carries on business, except for the registration of the Mortgage at the Marshall
Islands Ships Registry, all authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions
contemplated by, the Finance Documents have been obtained or effected (as appropriate) and are in full force and effect or will be in full force and effect at the
time such authorisations are required in such jurisdiction.
(b) It is not aware of:
(i) any reason why any Transaction Authorisation required by it will not be obtained or effected by the time it is required;
(ii) any steps to revoke or cancel any Transaction Authorisation required by it; or
(iii) any reason why any Transaction Authorisation required by it will not be renewed when it expires without the imposition of any new restriction or
condition.
14.8 Financial statements
(a) have been prepared in accordance with IFRS or US GAAP, as the case may be, consistently applied; and

65




In addition, and without prejudice to, the representations made under Clause 14.8 (Financial statements), any financial and other information disclosed is accurate
and complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances in which they are made, not misleading.


There has been no material adverse change in the assets, business, condition (financial or otherwise) or operations of the Owner since its incorporation or,
following the receipt by the Facility Agent of its audited annual financial statements, since the date of its then latest audited annual financial statements.


Except as may already have been disclosed by the Owner in writing to the Facility Agent, no litigation, arbitration or administrative proceedings of or before any
court, arbitral body or agency (including, but not limited to, investigative proceedings) have been started and are current or (to the best of its knowledge and belief)
threatened in writing against the Owner which, in each case, in the reasonable opinion of the Facility Agent acting on the instructions of the Majority Lenders,
would be likely to have a Material Adverse Effect in respect of the Owner.


Its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for
obligations mandatorily preferred by law applying to companies generally.





As at the date of this Agreement, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of any Transaction
Document.





(b) give a true and fair view of its financial condition as at the date to which they were drawn up, except, in each case, as disclosed to the contrary in those financial
statements.
14.9 Financial and other information
14.10 No material adverse change
14.11 Litigation
14.12 Pari passu ranking
14.13 Taxes on payments
(a) It is not required under the law of its jurisdiction of incorporation to make any Tax Deduction for or on account of Tax from any payment it may make under a
Finance Document.
(b) No claims are being, nor, as far as it is aware, might reasonably be expected to be, asserted against it with respect to Taxes.
14.14 Stamp and registration duties
14.15 Environment
(a) The Owner and, to the best of the Owner's knowledge and belief (having made due enquiry), its Environmental Affiliates are in compliance with all material
provisions of all applicable Environmental Laws in relation to the Vessel and its operations;

66









No Security Interest exists over its assets which would cause a breach of Clause 16.6 (Security Interests).





The Owner, the Manager and any other relevant entity, are in compliance in all material respects with all of the mandatory requirements of the ISM Code in respect
of the Vessel.


The Owner, the Manager and any other relevant entity, are in compliance in all material respects with all of the mandatory requirements of the ISPS Code in
respect of the Vessel.



(b) the Owner and, to the best of the Owner's knowledge and belief (having made due enquiry), its Environmental Affiliates have obtained or will, by the Delivery
Date, have obtained all requisite Environmental Approvals in relation to the Vessel and its operations are and will, on the Delivery Date and at all times thereafter
be in compliance, with such Environmental Approvals;
(c) neither the Owner nor, to the best of the Owner's knowledge and belief (having made due enquiry), any of its Environmental Affiliates has received notice of nor
have issued (or threatened to issue) any Environmental Claim in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in
relation to the Vessel or its operations in any 12-month period, exceeds US$10,000,000 in relation to the Vessel which alleges that the Owner is not in compliance
with applicable Environmental Laws in relation to the Vessel or Environmental Approvals in relation to the Vessel;
(d) there is no Environmental Claim in relation to the Vessel in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in relation to
the Vessel and its operations, exceeds US$10,000,000 pending or, to the best of its knowledge and belief, threatened in writing;
(e) there has been no Release of Hazardous Materials by or in respect of the Vessel which could lead to an Environmental Claim in relation to the Vessel or its
operations in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in relation to the Vessel or its operations, exceeds
US$10,000,000; and
(f) to the best of the Owner's knowledge and belief (having made due inquiry), the Charterer has obtained and is in compliance with all Environmental Approvals
required of a Charterer in connection with use of the Vessel, and the Charterer is in compliance in all material respects with all Environmental Laws to the extent
relating to the offshore lease blocks in which the Vessel will operate pursuant to a Drilling Charter.
14.16 Security Interests
14.17 Security Assets
(a) Subject to Permitted Liens and any rights of the Charterer under a Drilling Charter, the Owner is the sole legal and beneficial owner entitled to the Security Assets
over which it has or will create any Security Interest pursuant to the Security Documents to which it is or will be a party and there is no agreement or arrangement,
other than in the DPP, under which it is obliged to share any proceeds of or derived from such Security Assets with any third party.
(b) Each Security Document to which it is or will be a party creates or will create first priority security interests of the type described.
14.18 ISM Code compliance
14.19 ISPS Code compliance

67


Other than as notified to and agreed by the Facility Agent in writing, there have been no amendments to any of the Related Contracts (other than any amendments
of a non-material or administrative nature or a replacement of the Manager in accordance with the provisions of this Agreement).


Any borrowing by the Owner and the performance of its obligations hereunder and under the other Finance Documents to which it is a party will be for its own
account and will not involve any breach by it of any law or regulatory measure relating to money laundering as defined in Article 1 of the Directive (91/308/EEC)
of the Council of the European Communities or any equivalent law or regulatory measure in any other jurisdiction.















14.20 No amendments to Related Contracts
14.21 Money laundering
14.22 Insolvency
(a) Each of the Owner, the Bareboat Charterer, the Bareboat Charterer Parent and the Operator is not unable or deemed unable, does not admit and has not admitted its
inability to pay its debts and has not suspended making payments on any of its debts.
(b) Each of the Owner, the Bareboat Charterer, the Bareboat Charterer Parent and the Operator by reason of actual or anticipated financial difficulties has not
commenced, and does not intend to commence, negotiations with one or more of its creditors with a view to rescheduling any of its Financial Indebtedness.
(c) The value of the assets of the Owner, the Bareboat Charterer, the Bareboat Charterer Parent or the Operator is not less than its liabilities (taking into account
contingent and prospective liabilities).
(d) No moratorium has been declared in respect of any indebtedness of the Owner, the Bareboat Charterer, the Bareboat Charterer Parent or the Operator during the
period of six months commencing on the date this representation is made or deemed to be repeated pursuant to Clause 14.30(a) (Times for making representations).
14.23 Immunity
(a) The entry into by it of each Transaction Document to which it is a party constitutes, and the exercise by it of its rights and performance of its obligations under each
such Transaction Document will constitute, private and commercial acts performed for private and commercial purposes.
(b) It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in
relation to any Transaction Document.
14.24 No adverse consequences
(a) It is not necessary under the laws of its jurisdiction of incorporation:
(i) in order to enable a Finance Party to enforce its rights under any Finance Document; or
(ii) by reason of the entry into of any Finance Document or the performance by it of its obligations under any Finance Document,that any Finance
Party should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation.

68










Neither the Owner, the Bareboat Charterer, the Bareboat Charterer Parent, the Operator nor anyone acting on its or their behalf, have been engaged or will engage
in bribery in this transaction. Neither the Owner, the Bareboat Charterer, the Bareboat Charterer Parent, the Operator nor anyone acting on its or their behalf in
connection with the transaction are currently under charge in a national court or, within a five-year period preceding the date of this Agreement, have been
convicted in a national court or been subject to equivalent national administrative measures for violation of laws against bribery of foreign public officials of any
country or are listed on the publicly available debarment lists of the following international financial institutions: World Bank Group, African Development Bank,
Asian Development Bank, European Bank for Reconstruction and Development and the Inter- American Development Bank.








(b) No Finance Party will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the entry into, performance
and/or enforcement of any Finance Document.
14.25 Jurisdiction/governing law
(a) Its:
(i) irrevocable submission under this Agreement to the jurisdiction of the courts of England;
(ii) agreement that this Agreement is governed by English law; and
(iii) agreement not to claim any immunity to which it or its assets may be entitled, are legal, valid and binding under the laws of its jurisdiction of
incorporation.
(b) Any judgment obtained in England will be recognised and be enforceable by the courts of its jurisdiction of incorporation, subject to any statutory or other
conditions of such jurisdiction.
14.26 Anti-bribery
14.27 No other business
(a) Except as expressly contemplated by the Transaction Documents, neither the Owner, the Bareboat Charterer Parent, nor the Bareboat Charterer has traded or
carried on any business since the date of its incorporation.
(b) It does not have any Subsidiaries other than the Bareboat Charterer Parent, the Bareboat Charterer Parent does not have any Subsidiaries other than the Bareboat
Charterer, and the Bareboat Charterer does not have any Subsidiaries.
(c) Neither the Owner nor the Bareboat Charterer is a party to any agreement other than the Transaction Documents, other than agreements of a non-material and
administrative only nature and which will not prejudice the Finance Parties' interests in the Transaction Documents and the Vessel.
(d) The Operator is not party to any other documents which would prejudice the Finance Parties' rights and interests in and under the Transaction Documents and the
Vessel.

69


There has been no amendment to or variations made or agreed with the Builder in respect of the Shipbuilding Contract or the Other Shipbuilding Contract from the
date of the Shipbuilding Contract or, as the case may be, the Other Shipbuilding Contract save for those already disclosed in writing to the Facility Agent prior to
the date hereof or approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders).
















14.28 Shipbuilding Contracts
14.29 Activities in the Marshall Islands, the Netherlands and Brazil
(a) Neither the Owner, the Bareboat Charterer, the Bareboat Charterer Parent, the Operator, the Parent, the Parent Shareholder nor Ocean Rig or any of their respective
parents, subsidiaries or affiliates is a division, bureau, office, agency, department, committee or political subdivision of the jurisdiction of its incorporation or any
other sovereign jurisdiction.
(b) Neither the Owner, the Bareboat Charterer, the Bareboat Charterer Parent, the Operator, the Parent, the Parent Shareholder nor Ocean Rig is engaged in:
(i) the retailing, wholesaling, trading or importing of goods or services for or with residents of the jurisdiction of its incorporation;
(ii) any extractive industry in the jurisdiction of its incorporation;
(iii) any regulated professional service activity in the jurisdiction of its incorporation;
(iv) the export of any commodity or goods manufactured, processed, mined or made in the jurisdiction of its incorporation; or
(v) the ownership of real property in its jurisdiction of incorporation.
(c) Neither the Owner, the Bareboat Charterer, the Bareboat Charterer Parent, the Parent, the Parent Shareholder nor Ocean Rig is doing business in the jurisdiction of
its incorporation, except that each of the Owner, the Bareboat Charterer, the Bareboat Charterer Parent, the Parent, the Parent Shareholder or Ocean Rig may have
its registered office in the jurisdiction of its incorporation and maintain its agent there.
14.30 Times for making representations and warranties
(a) The representations and warranties set out in this Clause 14 are made by the Owner on the date of this Agreement and shall be deemed to be repeated on each
Utilisation Date and each date on and from the Amendment and Restatement Effective Date No.2.
(b) When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.
(c) The representations and warranties set out in this Clause 14 relating to the Bareboat Charterer , the Bareboat Charterer Parent and the Operator apply only in
relation to those entities during the Bareboat Charter Period in respect of the Bareboat Charterer and the Bareboat Charterer Parent and the Operator Period in
respect of the Operator.

70


The representations and warranties set out in Clauses 14.4 (Legal validity), 14.5(a) (Non-conflict), 14.12 (Pari passu ranking) and 14.25 (Jurisdiction/governing
law) are made by reference to any qualifications, reservations, limitations or exceptions as to matters of law set out in the relevant legal opinions required under this
Agreement.
















14.31 Legal qualifications
15. INFORMATION COVENANTS
15.1 Financial statements
(a) The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders),
its audited financial statements for each of its financial years ending after the date of this Agreement.
(b) The Owner shall procure that Ocean Rig shall supply to the Facility Agent its audited consolidated financial statements for each of its financial years ending after
the date of this Agreement.
(c) The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders),
its interim unaudited financial statements for each quarter of each financial year ending after the date of this Agreement.
(d) The Owner shall procure that each of Ocean Rig, the Bareboat Charterer during the Bareboat Charter Period, the Bareboat Charterer Parent during the Bareboat
Charter Period and the Operator during the Operator Period shall supply to the Facility Agent its interim unaudited financial statements for each quarter of each
financial year ending after the date of this Agreement.
(e) All audited financial statements of the Owner and consolidated financial statements of Ocean Rig must be supplied as soon as they are available and in any event
within 150 days of the end of the relevant financial period and all unaudited financial statements for each quarter (in respect of the entities noted at (d) above) must
be supplied as soon as they are available and in any event within 60 days of the end of each relevant financial period.
15.2 Form of financial statements
(a) The Owner must ensure that each set of financial statements supplied under Clause 15.1 of this Agreement fairly represents the relevant parties financial condition
as at the date to which those financial statements were drawn up.
(b) The Owner must notify the Facility Agent of any change to the basis on which the audited financial statements are prepared.
(c) If requested by the Facility Agent, the Owner must supply or procure that the following are supplied to the Facility Agent:
(i) a full description of any change notified under paragraph (b) above; and
(ii) sufficient information to enable the Facility Agent to make a proper comparison between the financial position shown by the set of financial
statements prepared on the changed basis and its most recent audited financial statements delivered to the Facility Agent under this Agreement.

71












(d) If requested by the Facility Agent, the Owner must enter into discussions for a period of not more than 30 days with a view to agreeing to any amendments required
to be made to this Agreement to place the Facility Agent in the same position as it would have been in if the change had not happened.
(e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Owner shall ensure that its auditors or, as the case may
be, the Owner specifies those amendments; the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties.
15.3 Annual Budget and reports
(a) The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders),
a draft Annual Budget for each financial year within 14 days of its approval by the board of directors of the Owner, the Bareboat Charterer and the Operator and at
least one month prior to the start of the relevant financial year, such budget to be considered and, if agreed by the Majority Lenders, approved in writing by the
Facility Agent (acting reasonably) within 21 days of receipt following which the draft Annual Budget shall become the Annual Budget for the purposes of this
Agreement. For this purpose if any Lender fails to respond to a request to agree any such draft within 21 days it shall be deemed to have approved it.
(b) In the event any draft Annual Budget is not approved by the Facility Agent, the Facility Agent and the Owner, the Bareboat Charterer and the Operator shall
consult and agree a revised Annual Budget. If a revised Annual Budget is not agreed within 30 days, the Facility Agent (acting on the instructions of the Majority
Lenders) and the Owner, the Bareboat Charterer and the Operator shall agree to appoint a suitable expert to resolve any disputes they may have in respect of the
Annual Budget. If the Facility Agent and Owner, the Bareboat Charterer and the Operator cannot agree on an expert, the Facility Agent will apply to the London
Maritime Arbitrators Association and the President of the London Marine Arbitrators Association shall appoint an expert on their behalf. In each case, the written
determination of such expert in respect of any dispute, addressed to the Facility Agent and the Owner, shall (except in the case of manifest error) be final and
binding.
(c) Until a revised Annual Budget has been agreed between the Owner, the Bareboat Charterer and the Operator and the Facility Agent in accordance with this Clause
15.3, in relation to the Owner the amount of any Earnings to be transferred from the Proceeds Account to the Operating Expenses Account or, as the case may be,
the CAPEX Account, and in relation to the Bareboat Charterer during the Bareboat Charter Period the amount of any Bareboat Charterer Earnings to be transferred
from the Bareboat Charterer Proceeds Account to the Bareboat Charterer OPEX Account, or as the case may be, the Bareboat Charterer CAPEX Account, shall
continue on the basis of the current (or, as the case may be, immediately previous) Annual Budget.
(d) The Owner must promptly supply to the Technical Adviser, in electronic form by email attachment or hard copy, quarterly (or if the Facility Agent decides, in
consultation with the Owner, that a monthly report is needed, monthly) technical reports (in the Pre-Completion Period) in form and substance satisfactory to the
Technical Adviser together with all such other information and documents which the Technical Adviser reasonably requires to perform its Workscope and its
obligations under the Technical Proposal.
(e) The Owner must procure that the Builder will give the Technical Adviser access to perform periodic visits to the premises of the Builder and the Builder's
subcontractors in order to monitor the construction of the Vessel and the materials and components to be used in the construction of the Vessel and that the Builder,
the Manager and the Classification Society will provide the Technical

72



Adviser with all such other information and documents which the Technical Adviser reasonably requires to perform its Workscope and its obligations under the
Technical Proposal.



Upon the request of the Facility Agent, the Owner shall provide the Facility Agent and any of its representatives and professional advisers with access to, and
permit inspection of, its, the Bareboat Charterer's (during the Bareboat Charterer Period) and the Operator's (during the Operator Period), books and records, in
each case at reasonable times and upon reasonable notice.


The Owner must supply to the Facility Agent, and shall procure that the Bareboat Charterer and the Operator supply to the Facility Agent as set out below, in
electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), subject to any duty of confidentiality which it
may have to third parties (whom it will promptly approach in order to seek any necessary consents where applicable):










(f) The Owner shall on a quarterly basis provide to the Facility Agent a report in form and substance satisfactory to the Facility Agent (acting on the instructions of the
Lenders) in relation to the earnings efficiency of the Vessel.
15.4 Access to Books and Records
15.5 Information - miscellaneous
(a) copies of all documents despatched by it, the Bareboat Charterer (during the Bareboat Charter Period) or the Operator (during the Operator Period), to its or their
creditors (other than trade creditors) generally or any class of them at the same time as they are despatched;
(b) copies of all reports provided to the Owner, the Bareboat Charterer (during the Bareboat Charter Period) or the Operator (during the Operator Period), by the
Manager pursuant to the Management Agreement, in each case, within five (5) Business Days of receipt of such report by the Owner and if, in the opinion of the
Facility Agent (acting reasonably), any additional technical report is necessary, the Owner will procure such report;
(c) as soon as reasonably practicable on becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, pending or, to
the best of its knowledge and belief, threatened against it the Bareboat Charterer (during the Bareboat Charter Period) or the Operator (during the Operator Period),
and which, in each case, would have a Material Adverse Effect (in the opinion of the Facility Agent acting on the instructions of the Majority Lenders);
(d) as soon as reasonably practicable on request, such further information, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient
copies for all of the Lenders), regarding the financial condition and operations of the Owner, the Bareboat Charterer (during the Bareboat Charter Period) or the
Operator (during the Operator Period) or regarding any matter relevant to, or to any provision of, a Finance Document as the Facility Agent may reasonably
request;
(e) as soon as reasonably practicable on the Owner the Bareboat Charterer or the Operator, becoming aware of them, details of any event or circumstance which is a
Force Majeure Event;
(f) promptly on the Owner, the Bareboat Charterer, or the Operator becoming aware of them, details of any event which has a Material Adverse Effect;
(g) as soon as they are available, copies of any notice of default, termination, material dispute or claim (including notices provided by the Charterer under the terms of
a Drilling Charter) made against

73



the Owner under the Shipbuilding Contract, any Refund Guarantee or under the Owner's Shipbuilding Contract Guarantee, or against the Bareboat Charterer under
the Petrobras Brasil Charter (during the Bareboat Charter Period) or the Operator under the Services Contract (during the Operator Period), or affecting the Vessel
together with details of any action it, the Bareboat Charterer (during the Bareboat Charter Period) or the Operator (during the Operator Period) proposes to take in
relation to the same and notice of any charterhire reduction or proposed charterhire reduction under the terms of a Drilling Charter;














(h) as soon as they are available, copies of any notice of default, termination or material claim made against it, or the Bareboat Charterer (during the Bareboat Charter
Period), under the Management Agreement together with details of any action it or the Bareboat Charterer (during the Bareboat Charter Period), proposes to take in
relation to the same and, upon becoming aware of the same, notification of any strikes or industrial action taken or proposed to be taken by the Manager or the
Operator (during the Operator Period) or their employees, subcontractors or personnel from time to time which has or may reasonably be expected to have a
Material Adverse Effect;
(i) promptly on becoming aware of them, details of any damage to or destruction of the Vessel or any breakdown of any part of the Vessel, where the cost of repair or
reinstatement is likely to exceed US$10,000,000 or where the cumulative cost of repair or reinstatement of damage to or destruction of the Vessel during the
previous six months is likely to exceed US$10,000,000;
(j) promptly on the Owner, the Bareboat Charterer (during the Bareboat Charter Period) or the Operator (during the Operator Period), becoming aware of them, details
of any proposal for an amendment or waiver of a Related Contract other than amendments or waivers of an administrative or non-material nature; and
(k) upon request by the Facility Agent, copies of all Transaction Authorisations (if any) obtained by it, the Bareboat Charterer (during the Bareboat Charter Period) or
the Operator (during the Operator Period).
15.6 Pre-Completion period
(a) The Owner must promptly supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the
Lenders) any reports received in relation to the construction of the Vessel provided by the Builder pursuant to Article IV paragraph 7 of the Shipbuilding Contract.
(b) The Owner must promptly, upon the earlier of (i) becoming aware of the same and (ii) the time when a prudent owner ought reasonably to have become aware of
the same, notify the Facility Agent of:
(i) any breach (or attempted breach) of safety or security at the premises of the Builder which has a Material Adverse Effect;
(ii) any material claim it may have under any indemnity or provision for any Liquidated Damages Payments under the Shipbuilding Contract;
(iii) any reduction in hire payable under a Drilling Charter on account of a delay in delivery of the Vessel to the Charterer; and
(iv) any change or further change to the Scheduled Delivery Date.

74


Unless the Facility Agent has already been so notified, the Owner must notify the Facility Agent of any Default, Potential Mandatory Prepayment Event or
Mandatory Prepayment Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.


The Owner must not change its accounting period or auditors except with the consent of the Facility Agent (acting in accordance with the instructions of the
Majority Lenders) which shall not be unreasonably withheld or delayed.





At all times, the Owner shall (and shall procure that Ocean Rig and the Bareboat Charterer shall) promptly advise the Facility Agent of any Charter Termination
Event or Bareboat Charter Termination Event of which it or they become aware.









15.7 Notification of Default
15.8 Year end
15.9 Information provided to be accurate
(a) All financial and other information provided by the Owner under or in connection with any Finance Document at the time when given will be true and not
misleading in any material respect and will not omit any material fact.
(b) All financial and other information provided by third parties on behalf of the Owner under or in connection with any Finance Document at the time when given
will, to the best of the Owner's knowledge and belief, be true and not misleading in any material respect and will not omit any material fact.
15.10 Charter Termination Events
15.11 Calculation Certificate
(a) At least 15 Business Days prior to each Repayment Date, the Owner shall deliver a duly completed Calculation Certificate to the Facility Agent signed by two of its
authorised signatories on its behalf:
(i) setting out the Debt Service Cover Ratio for the most recent Calculation Period; and
(ii) certifying no Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or, if a Default, Mandatory
Prepayment Event or Potential Mandatory Prepayment Event is outstanding, specifying the Default, Mandatory Prepayment Event or Potential
Mandatory Prepayment Event outstanding and the steps, if any, being taken to remedy it.
(b) Within seven Business Days of receiving a Calculation Certificate, the Facility Agent must notify the Owner whether it agrees with the Debt Service Cover Ratio
calculation set out in that Calculation Certificate, otherwise the Facility Agent will be deemed to have accepted such Debt Service Cover Ratio calculation.
(c) If the Facility Agent does not agree with the Debt Service Cover Ratio calculation set out in a Calculation Certificate, the Facility Agent and the Owner shall
consult, in good faith, to agree the Debt Service Cover Ratio calculation as soon as possible. If the Debt Service Cover Ratio is not agreed within ten Business Days
of notification by the Facility Agent under paragraph (b) above, the matter will be referred to the Owner's auditor whose written determination, addressed to the
Facility Agent and the Owner, shall (except in the case of manifest error) be final and binding.

75






The Owner agrees to be bound by the covenants set out in this Clause 16.


The Owner must promptly (and shall procure that the Bareboat Charterer (during the Bareboat Charter Period) and the Operator (during the Operator Period) shall):




The Owner must comply, and the Owner must procure that, the Bareboat Charterer (during the Bareboat Charter Period) , the Manager and the Operator (during the
Operator Period) complies, in all material respects with all Applicable Laws to which it is or they are subject.


The Owner must ensure, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period) and the Operator (during the Operator Period) ensures,
that its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for
obligations mandatorily preferred by law applying to companies generally.







15.12 Know your customer requirements
(a) The Owner must promptly on the request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by
that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry
out and be satisfied with the results of all applicable know your customer requirements.
(b) Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required by
the Facility Agent to carry out and be satisfied with the results of all know your customer requirements.
16. GENERAL COVENANTS
16.1 General
16.2 Authorisations
(a) obtain, maintain and comply with the terms; and
(b) supply certified copies to the Facility Agent, of any authorisation required under any Applicable Law to enable it, the Bareboat Charterer (during the Bareboat
Charter Period) and the Operator (during the Operator Period) to perform its or their obligations under, or for the validity, enforceability or admissibility in
evidence of, any Finance Document.
16.3 Compliance with laws
16.4 Pari passu ranking
16.5 Disposals
(a) The Owner must not and shall procure that the Bareboat Charterer and the Operator shall not (other than insofar as the same may be created or effected under the
Finance Documents), either in a single transaction or in a series of transactions and whether related or not:
(i) sell, transfer or otherwise dispose of all or a substantial part of its assets;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

76









The Owner must not, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period) shall not, create or permit to subsist any Security Interest
over any of its assets other than Permitted Liens and the Owner shall procure that during the Operator Period the Operator shall not create any Security Interest over
the Operator Account or the Services Contract (other than the Operator Account Management Agreement and the Services Contract Assignment).


The Owner:











(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination
of accounts; or
(iv) enter into any other preferential arrangement having a similar effect, in circumstances where the transaction might have a Material Adverse
Effect.
(b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of trading on arm's length terms;
(ii) of obsolete assets; or
(iii) of assets (other than the Vessel) in exchange for other assets comparable or superior as to type, value and quality.
16.6 Security Interests
16.7 No other business assets or Financial Indebtedness
(a) must not engage in any business other than the direct ownership, operation and chartering of the Vessel or any business incidental thereto;
(b) must not cease to carry on its business;
(c) must not own or acquire any asset other than the Vessel or any asset incidental to the ownership, operation and chartering of the Vessel; or
(d) must not incur any Financial Indebtedness other than:
(i) Financial Indebtedness incurred or permitted under the Finance Documents;
(ii) any Financial Indebtedness by way of borrowing from Ocean Rig for the purpose only of posting any cash collateral which the Owner may from
time to time be required to post under any of the Swap Agreements provided that any such Financial Indebtedness is fully subordinated to the
rights and interests of the Finance Parties under the Finance Documents;
(iii) Group Loans, provided that any such Group Loans are fully subordinated (including with respect to any interest incurred on such Group Loans)
to the rights and interests of the Finance Parties under the Finance Documents (except to the extent of repayments in respect of any Ocean Rig
Repayment Amounts under and in accordance with Clause 12.4(a) (Proceeds Account - Post Delivery Period) above);
(iv) any Financial Indebtedness otherwise approved by the Facility Agent (acting on the instructions of the Majority Lenders); and

77













The Owner shall not, make any Distributions, other than Distributions in respect of Ocean Rig Repayment Amounts under and in accordance with Clause 12.4(a)
and following an Owner Earnings Deposit Date, provided that:










(e) shall procure that during the Bareboat Charter Period the Bareboat Charterer does not:
(i) engage in any business other than the operation and charterering of the Vessel or any business incidental thereto;
(ii) cease to carry on its business;
(iii) own or acquire any assets other than any asset incidental to the operation and chartering of the Vessel;
(iv) incur any Financial Indebtedness other than Financial Indebtedness incurred or permitted under the Finance Documents; and
(f) shall procure that during the Bareboat Charter Period the Bareboat Charterer Parent does not:
(i) engage in any business other than owing the Bareboat Charterer;
(ii) cease to carry on its business;
(iii) own or acquire any assets other than shares in the Bareboat Charterer;
(iv) incur any Financial Indebtedness other than Financial Indebtedness incurred or permitted under the Finance Documents.
16.8 Distributions
(a) the relevant Primary Transfers in respect of that Owner Earnings Deposit Date have been made in accordance with Clause 12.4(a) above; and (subject to any
repayment of any Ocean Rig Repayment Amounts under and in accordance with Clause 12.4(a) above)
(b) the balance standing to the credit of the Debt Service Reserve Account is in an amount equal to at least the aggregate of (A) the Required DSRA Balance at that
time and (B) Additional Reserve Transfers in an amount which when aggregated with the Sister Additional Reserve Transfers is in an amount equal to the
Additional Reserve Amount; and
(c) no Default has occurred and is continuing, or will result from the making of any such Distribution.
16.9 Place of business
(a) The Owner must maintain its registered office in the Marshall Islands and keep its corporate documents at either its registered office or at the offices of its officers
and will not voluntarily establish, or do anything as a result of which it would be deemed to have voluntarily established, a place of business in any country other
than the Marshall Islands.
(b) The Owner shall procure that during the Bareboat Charter Period the Bareboat Charterer and during the Bareboat Charter Period the Bareboat Charterer Parent shall
maintain their registered offices in the Netherlands and keep their corporate documents at either their respective registered offices or at the offices of their
respective officers and will not voluntarily establish, or do anything as a result of which it would be deemed to have voluntarily established, a place of business
other than in the Netherlands.

78
















(c) The Owner shall procure that during the Operator Period the Operator shall maintain its registered office in the Federative Republic of Brazil and keep its corporate
documents at either its registered office or at the offices of its officers and will not voluntarily establish, or do anything as a result of which it would be deemed to
have voluntarily established, a place of business other than in the Federative Republic of Brazil.
16.10 Mergers, guarantees and loans
(a) The Owner shall not, and shall procure that the Operator, the Bareboat Charterer (during the Bareboat Charter Period) and the Bareboat Charterer Parent (during the
Bareboat Charter Period) shall not, enter into any amalgamation, demerger, merger or reconstruction that might have a Material Adverse Effect.
(b) Save in the ordinary course of business, each of the Owner, the Operator, the Bareboat Charterer and the Bareboat Charterer Parent must not incur or allow to be
outstanding any guarantee (including an indemnity or other assurance against loss) (a Relevant Guarantee ) by it in respect of any person and any Relevant
Guarantee which would otherwise be permitted under this paragraph (b) will not be permitted if the Owner's, the Operator's, the Bareboat Charterer's or the
Bareboat Charterer Parent's obligations under the Relevant Guarantee are secured by any of the Security Assets (save to the extent such security constitutes a
Permitted Lien).
(c) The Owner must not, and shall procure that the Operator, the Bareboat Charterer (during the Bareboat Charter Period) and the Bareboat Charterer Parent (during
the Bareboat Charter Period) shall not, be the creditor in respect of Financial Indebtedness other than:
(i) advances to crew;
(ii) in connection with any spares or pooling arrangements (approved by the Facility Agent (acting on the instructions of the Majority Lenders acting
reasonably)) or sale of equipment relating to the Vessel entered into by the Owner, the Bareboat Charterer or the Bareboat Charterer parent as
relevant, in the ordinary course of its business;
(iii) deposits placed with banks or the providers of goods and services entered into by the Owner, the Bareboat Charterer or the Bareboat Charterer
Parent as relevant, in the ordinary course of its business; or
(iv) in relation to the Owner only, pursuant to its obligations to a Swap Bank under a Swap Agreement.
(d) The Owner must not, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period) and the Bareboat Charterer Parent (during the Bareboat
Charter Period) shall not, create any Subsidiary (other than in the case of the Bareboat Charterer Parent, the Bareboat Charterer), provided that, without prejudice to
the provisions of Clauses 16.17 and 16.22 or any other provision of the Finance Documents, the Owner may create Subsidiaries, the sole purpose of those
Subsidiaries being to act as the operating company and/or the bareboat charterer of the Vessel, as a means for the Owner to utilise any such Subsidiaries to operate
for and/or charter the Vessel to a Charterer.

79



The Owner:





The Owner shall, and shall procure that, the Bareboat Charterer (during the Bareboat Charter Period), the Manager and the Operator (during the Operator Period)
shall:





The Owner shall, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period), the Operator (during the Operator Period) and the Manager
shall, at all times:



16.11 Security
(a) without prejudice to Clause 16.12(a), shall procure that the Mortgage and any other security conferred by it, the Bareboat Charterer (during the Bareboat Charter
Period), the Bareboat Charterer Parent (during the Bareboat Charter Period)or the Operator (during the Operator Period) under any Security Document is registered
as a first priority interest with the relevant authorities within the period prescribed by Applicable Law and is maintained and perfected with the relevant authorities;
(b) shall at its own cost do all that it can to ensure that any Finance Document validly creates the obligations and Security Interests which it purports to create; and
(c) without limiting the generality of paragraph (a) above, shall at its own cost promptly register, file, record or enrol any Finance Document with any relevant court or
authority, pay any stamp, registration or similar tax payable in respect of any Finance Document, give any notice or take any other step which, in the reasonable
opinion of the Facility Agent, is or has become necessary for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the
priority of any Security Interest which it creates.
16.12 Registration of the Vessel
(a) procure and maintain, with effect from the Delivery Date, the valid and effective permanent registration of the Vessel under the flag of the Marshall Islands or such
other flag as is satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders (acting in good faith but otherwise in their absolute discretion)),
and shall ensure nothing is done or omitted by the Owner, the Bareboat Charterer, the Manager or the Operator and shall use reasonable endeavours to ensure that
nothing is done or omitted to be done by any third party by which the registration of the Vessel would or might be defeated or imperilled;
(b) not change the name or port of registration of the Vessel without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders)
(such consent not to be unreasonably withheld or delayed); and
(c) ensure that the Vessel complies in all respects with Applicable Laws from time to time applicable to vessels registered under the laws and flag of the Marshall
Islands or such other flag (an Alternative Flag ) under which the Vessel may be registered from time to time in accordance with this Agreement, provided that if at
any time an Alternative Flag is not a signatory to all International Maritime Organization Assembly resolutions and regulations to which the Marshall Islands is a
signatory, then the Owner shall ensure, and shall procure that the Bareboat Charterer, the Manager and the Operator ensure, that the Alternative Flag issues a
certificate of equivalency of the Vessel in respect of each such International Maritime Organization Assembly resolution and regulation.
16.13 Classification, maintenance and repair

80












The Owner shall, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period), the Operator (during the Operator Period) and the Manager
shall, at all times after the Delivery Date:





(a) maintain and preserve the Vessel in good working order and repair (ordinary wear and tear excepted), seaworthy, in efficient operating condition and, in any event,
to a standard at least equivalent to vessels managed and/or operated by the Manager and Ocean Rig's group and the recommendations of the Builder;
(b) ensure that the Vessel is surveyed from time to time as required by the Classification Society in which the Vessel is entered at that time;
(c) maintain the highest classification of the Vessel with the Classification Society or, if such classification is not available, with the highest equivalent classification in
another internationally recognised classification society of like standing acceptable to the Facility Agent (acting on the instructions of the Majority Lenders), free of
all overdue requirements and overdue recommendations of that classification society or register;
(d) maintain and keep up to date the Technical Records in English and in compliance with all Applicable Laws relating to the Vessel and the requirements of the
Classification Society;
(e) maintain and keep the Software Records up to date;
(f) comply in all material respects with all Software Licences and use its best endeavours to procure that all Software Licenses are capable of assignment;
(g) procure that all repairs to or replacement of any damaged, worn or lost parts or equipment shall be effected in such manner (both as regards workmanship and
quality of materials) as not to materially diminish the value of the Vessel or cause damage to the Environment;
(h) not remove any material part of the Vessel, any part or any other material item of equipment installed on the Vessel unless the part or item so removed is forthwith
replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right
in favour of any person other than the Finance Parties, and becomes on installation on the Vessel the property of the Owner and subject to the security constituted
by the relevant Security Document(s) provided that, for the avoidance of doubt, the Owner, the Bareboat Charterer or the Operator may install and remove
equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel or the Environment and does not affect the class, flag
or custody transfer certification; and
(i) without prejudice to paragraph (h) not without prior written consent of the Facility Agent not to be unreasonably withheld (acting on the instructions of the
Majority Lenders), cause or permit to be made any substantial change in the structure, machinery, equipment, control systems, type or performance characteristics
of the Vessel other than modifications required by the Classification Society or Applicable Law.
16.14 Lawful and safe operation
(a) operate the Vessel and cause the Vessel to be operated in a manner consistent in all material respects with any Applicable Law;
(b) not cause or permit the Vessel to trade with, or within the territorial waters of, any country in which her safety may be imperilled by exposure to terrorism;

81







Save in circumstances where the Insurers have agreed to cover the cost of the work or where the Owner has demonstrated to the satisfaction of the Facility Agent
that adequate reserves or security are at the relevant time maintained or provided for, the Owner shall not, and shall procure that the Bareboat Charterer (during the
Bareboat Charter Period), the Operator (during the Operator Period) and the Manager shall not, at any time after the Delivery Date put the Vessel into the
possession of any person for the purpose of work being done upon her beyond the amount of US$15,000,000 or equivalent), other than for classification or
scheduled dry docking, unless such person shall have given an undertaking to the Facility Agent not to exercise any lien on the Vessel or Obligatory Insurances for
the cost of that work or otherwise.


The Owner shall, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period), the Operator (during the Operator Period) and the Manager
shall, at all times after the Delivery Date:







(c) not cause or permit the Vessel to be employed in any manner which will or may give rise to any reasonable degree of likelihood that the Vessel would be liable to
arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;
(d) not cause or permit the Vessel to be employed in any trade or business which is forbidden by Applicable Law or is illicit or in carrying goods which are illicit or
prohibited under any Applicable Law;
(e) in the event of hostilities in any part of the world (whether war be declared or not) not cause or permit the Vessel to be carrying any contraband goods and/or
trading in any zone after it has been declared a war zone by any authority or by any of the Vessel's war risks Insurers unless the Vessel's Insurers shall have
confirmed to the Owner or the Bareboat Charterer that the Vessel is held covered under the Obligatory Insurances or under a government scheme that gives
comparable protection for the voyage(s) in question; and
(f) not charter the Vessel with any foreign country or national of any foreign country which is the subject of sanctions imposed by the United Nations or is specified by
legislation or regulations of the flag state under which the Vessel is registered and such that, if the earnings or any part of the earnings were derived from such
charter, that fact would render any Finance Document or the security conferred by the Security Documents unlawful.
16.15 Repair of the Vessel
16.16 Arrests and Liabilities
(a) pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens (other than Permitted Liens) on or claims enforceable against
the Vessel and take all reasonable steps to prevent a threatened arrest of the Vessel;
(b) notify the Facility Agent promptly in writing of the levy or other distress on the Vessel or its arrest, detention, seizure, condemnation as prize, compulsory
acquisition or requisition for title or use and (save in the case of compulsory acquisition or requisition for title or use or any other event that would, with the passage
of time, constitute a Total Loss of the Vessel) obtain the release of the Vessel within twenty-one (21) days;
(c) pay and discharge when due all dues, taxes, assessments, governmental charges, fines and penalties lawfully imposed on or in respect of the Vessel, the Bareboat
Charterer, the Operator or the Owner except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate
reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute has
been

82

obtained by the Owner, or as the case may be, by the Bareboat Charterer or the Operator, from underwriters or insurance companies approved by the Facility Agent
(acting on the instructions of the Majority Lenders acting reasonably)) and provided that the continued existence of such dues, taxes, assessments, governmental
charges, fines or penalties does not give rise to any reasonable degree of likelihood that the Vessel would be liable to arrest, requisition, confiscation, forfeiture,
seizure, destruction or condemnation as prize; and



The Owner shall and shall procure that the Bareboat Charterer and the Operator shall:








(d) pay and discharge all other obligations and liabilities whatsoever in respect of the Vessel and the Obligatory Insurances except those which are being disputed in
good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided or for which
indemnity or liability insurance cover for at least the full amount in dispute has been obtained by the Owner, or as the case may be, by the Bareboat Charterer or the
Operator, from underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)) and
provided that the continued existence of those obligations and liabilities in respect of the Vessel and the Obligatory Insurances does not give rise to any reasonable
degree of likelihood that the Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize and provided always
that the Vessel remains properly managed and insured at all times in accordance with the terms of this Agreement.
16.17 Related Contracts
(a) exercise its or their rights and comply with its or their material obligations under each Finance Document and Related Contract to which it is a party;
(b) not without the consent of the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably):
(i) make or enter into (and shall procure that Ocean Rig, the Bareboat Charterer, the Operator and the Manager shall not make or enter into) any
amendments, changes or variations to, or assign, transfer, extend, terminate, suspend or abandon any of the Related Contracts (and to the extent
necessary it will withhold its consent to any such amendment, assignment, transfer, termination, suspension or abandonment) other than an
amendment, change or variation of a non-material or administrative nature (and, for the avoidance of doubt, any amendments, changes or
variations to the Shipbuilding Contract which would or may delay the Delivery Date by three months or more would in all cases be deemed a
"material" amendment, change or variation);
(ii) take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which a reasonable
shipowner in the position of the Owner could reasonably be expected to know should be taken or entered into which, in any such case, would
cause any Related Contract to be terminated or to cease to remain in full force and effect and shall use all reasonable endeavours to procure that
each other party to any Related Contract does not take any action, enter into any document or agreement or omit to take any action or to enter into
any document or agreement which would, or could reasonably be expected to, cause any Related Contract to cease to remain in full force and
effect;
(iii) release the Builder or the Charterer from any of its material obligations under the Shipbuilding Contract or the Drilling Charter, as the case may
be; or

83







The Owner shall, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period), the Operator (during the Operator Period) and the Manager
shall, at all times after the Delivery Date:








and in each case such notification shall take the form of a certificate of an officer of the Owner or of the Owner's agents specifying in reasonable detail the nature of
the event or circumstances.



(iv) permit (and will procure that no Other Owner shall permit) any amendments, changes or variations to, or assignments, transfers, termination,
suspension or abandonment of any of the Other Shipbuilding Contract (and to the extent necessary it will procure the Other Owner will withhold
its or their consent to any such amendment, change, variation, assignment, transfer, termination, suspension or abandonment) other than an
amendment of a non-material or administrative nature; or
(v) permit, or agree to, or effect under the Bareboat Charter, any adjustment to the Remuneration of the Bareboat Charterer under, and as that term is
defined in, the Bareboat Charter; and
(c) not exercise its rights under Article I paragraph 5 of the Shipbuilding Contract to approve any relevant subcontractor under the Shipbuilding Contract without the
Facility Agent's (acting on the instructions of the Majority Lenders) prior written consent.
16.18 Environment
(a) comply in all material respects with all applicable Environmental Laws and Environmental Approvals including, without limitation, requirements relating to the
establishment of financial responsibility (and shall require that all Environmental Affiliates of the Owner, the Bareboat Charterer, the Operator and the Manager
comply in all material respects with all applicable Environmental Laws and obtain and comply with all required Environmental Approvals, insofar as such
Environmental Laws and Environmental Approvals relate to the Vessel or her operation or her carriage of cargo);
(b) comply in all material respects with their obligations under and in accordance with health and safety requirements of any Drilling Charter; and
(c) promptly upon becoming aware notify the Facility Agent of:
(i) any Environmental Claim in excess of US$2,500,000 which is current or, to its knowledge, pending or threatened against it or any Environmental
Affiliate relating to the Vessel or her operation or her carriage of cargo; or
(ii) any fact or circumstances reasonably likely to give rise to an Environmental Claim in excess of US$2,500,000 against it or any Environmental
Affiliate relating to the Vessel or her operation or her carriage of cargo; or
(iii) any suspension, revocation or modification of any Environmental Approval obtained by the Owner, the Bareboat Charterer, the Operator the
Manager or the Charterer relating to the Vessel or her operation or her carriage of cargo; or
(iv) any Release of Hazardous Materials by or in respect of the Vessel or caused by the Vessel or its operations which could lead to an Environmental
Claim in excess of US$250,000,

84

















16.19 Information regarding the Vessel
(a) The Owner shall upon becoming aware of the same, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period), the Operator (during the
Operator Period) and the Manager shall upon the earlier of (i) becoming aware of the same and (ii) the time when a prudent manager ought reasonably to have
become aware of the same, at all times after the Delivery Date:
(i) promptly notify the Facility Agent of the occurrence of any accident, casualty or other event which has caused or resulted in or may cause or
result in the Vessel being or becoming a Total Loss;
(ii) promptly notify the Facility Agent of any requirement or recommendation made by any Insurer or the Classification Society or by any competent
authority which is not complied with in a timely manner, disregarding any matter which cannot reasonably be considered to be material;
(iii) promptly notify the Facility Agent of any intended dry-docking of the Vessel (whether routine or otherwise);
(iv) promptly notify the Facility Agent of any claim for a material breach of the ISM Code being made in connection with the Vessel or its operation;
(v) promptly notify the Facility Agent of any claim for a material breach of the ISPS Code being made in connection with the Vessel or its operation;
(vi) give to the Facility Agent from time to time on request such information, in electronic form by email attachments or hard copy, as the Facility
Agent may reasonably require regarding the Vessel, its employment, position and engagements or regarding the Obligatory Insurances, and shall
without undue delay send copies of all notices sent or received by it, the Bareboat Charterer, or the Manager under the terms of the Bareboat
Charter or the Petrobras Brasil Charter or by the Operator under the Terms of the Services Contract (except for communications in the ordinary
course of business);
(vii) provide the Facility Agent with copies of the classification certificate of the Vessel and of all periodic damage or survey reports on the Vessel
which the Facility Agent may reasonably request;
(viii) promptly notify the Facility Agent when a condition of class is applied by the Classification Society;
(ix) promptly notify the Facility Agent if the Vessel is detained by any port, governmental or quasi-governmental authority;
(x) promptly notify the Facility Agent if the flag state or the Classification Society refuse to issue or withdraw any trading certification;
(xi) promptly notify the Facility Agent of any fire on board the Vessel which requires the use of fixed fire systems;

85






(xii) promptly notify the Facility Agent of any collision or grounding of the Vessel;

86








The Owner shall procure, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period) shall procure, at all times after the Delivery Date that
the Vessel is managed by the Manager and/or (during the Operator Period) the Operator (except with the prior written consent of the Facility Agent (acting on the
instructions of the Majority Lenders acting reasonably)).









(xiii) promptly notify the Facility Agent if the Vessel is taken under tow other than in respect of the routine operation of the Vessel;
(xiv) promptly notify the Facility Agent of any death or serious injury to any person which occurs on board the Vessel;
(xv) subject to any applicable restriction under a Drilling Charter give to the Facility Agent and its duly authorised representatives (at their own risk
and expense) reasonable access to the Vessel but without interruption to her use or operation for the purpose of conducting on board inspections
and/or surveys of the Vessel and the Technical Records;
(xvi) if the Facility Agent reasonably believes an Event of Default may have occurred and is continuing, procure that the Facility Agent and its duly
authorised representatives shall upon request be granted the right to inspect the records kept in respect of the Vessel by the Classification Society;
and
(xvii) if the Facility Agent reasonably believes an Event of Default may have occurred and is continuing, furnish to the Facility Agent from time to time
upon reasonable request certified copies of the ship's log in respect of the Vessel.
(b) The Owner shall, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period), the Operator (during the Operator Period) and the Manager
shall, upon becoming aware of the same, during the Pre-Delivery Period, notify the Facility Agent of any accident, casualty or other event which has caused or
resulted in or may cause or result in the Vessel as it is then constructed becoming a Total Loss or being reasonably considered as beyond economic repair.
16.20 Management
16.21 Proceeds from sale or Total Loss of the Vessel
(a) The Owner shall procure that the proceeds from a sale or Total Loss of the Vessel (and during the Pre-Delivery Period, any proceeds from the Vessel under
construction or buyer's supplies being deemed a total loss or being reasonably considered beyond economic repair) shall promptly upon receipt by the Owner or the
Bareboat Charterer, be paid to the Security Trustee for application in accordance with clause 10 of the DPP.
(b) For so long as the Owner or the Bareboat Charterer holds any such proceeds as referred to in paragraph (a), it shall, and the Owner shall procure that the Bareboat
Charterer shall, do so on trust for the Security Trustee.
(c) The Owner will not sell or agree to sell the Vessel and will procure that the Sister Owner will not sell or agree to sell the Sister Vessel unless the Owner can
demonstrate to the Facility Agent to its satisfaction that:
(i) the Owner will upon such sale have sufficient funds to repay the Loans in full and all other amounts outstanding hereunder in the case of the sale
of the Vessel or

87

under Clause 6.3 (Mandatory prepayment amount - Sister Vessel) in the case of a sale of the Sister Vessel; and




For the purposes of this paragraph (a):

Approved Charterer means (i) solely with respect to the Petrobras Brasil Charter, Petrobras Brasil or (ii) any other counterparty approved by the Facility Agent
(acting on the instructions of all of the Lenders) and which, unless otherwise agreed by the Facility Agent (acting on the instructions of all of the Lenders), is not on
negative watch and has (or who provides a Charterer Parent Guarantee by its Holding Company which is not on negative watch and which has) a rating of BBB or
higher from Moody's or a rating of Baa3 or higher from S&P;

Approved Rate means a time charter party in respect of which:




and the amount projected to be the Net Cash Flow will be as estimated by the Owner and the Manager and approved by the Facility Agent.






(ii) in the case of the Sister Vessel, the Owner will upon such sale be in compliance with the Leverage Ratio.
16.22 Charters
(a) The Owner shall not let, or permit to be let, the Vessel on demise, time, consecutive voyage or voyage charter for any period or to any person other than to a
Charterer under a time charter party (a Drilling Charter ) in terms satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) with an
Approved Charterer and, other than in respect of the Petrobras Brasil Charter, with an Approved Rate.
(i) for a time charter period of two years or more (but less than three years), the daily rate on its own results in a minimum annual projected Net Cash Flow of
US$116,000,000 and the minimum daily rate is US$545,000;
(ii) for a time charter period of three years or more (but less than five years), the daily rate on its own results in a minimum annual projected Net Cash Flow of
US$129,000,000 and the minimum daily rate is US$550,000; or
(iii) for a time charter period of five years or more, the daily rate on its own results in a minimum annual projected Net Cash Flow of US$116,000,000 and the
minimum daily rate is US$510,000.
(b) The Owner shall (i) at least twelve (12) months prior to the expiry date (howsoever described) of any Drilling Charter (other
than the Petrobras Brasil Charter) and (ii) at least six (6) months prior to the expiry date
(howsoever described) of the
Petrobras Brasil Charter:
(i) procure that a replacement Drilling Charter is entered into having a minimum term (excluding any optional extensions) of 2 years;
(ii) execute a deed of assignment of time charter and earnings in substantially the same form as the Charter Assignment and shall procure that any notices, and
shall use best efforts to procure that any acknowledgements, thereto are duly executed by the relevant parties to them; and

88















(iii) provide a tax opinion from its tax advisers (which may be disclosed to the Finance Parties) in respect of potential withholding and income tax payable
under the Transaction Documents in form and substance satisfactory to each of the Finance Parties.
(c) The Owner shall not, and in relation to the Petrobras Brasil Charter shall procure that the Bareboat Charterer shall not:
(i) allow the Vessel to be sub-chartered by any Charterer without the consent of the Facility Agent not to be unreasonably withheld (acting on the
instructions of the Majority Lenders); or
(ii) permit any transfer of the Charterer's rights and/or obligations under a Drilling Charter without the prior written consent of the Facility Agent
(acting on the instructions of all of the Lenders); or
(iii) in relation to the Petrobras Brasil Charter, consent to any new work location for the Vessel outside of Brazil without the prior written consent of
the Facility Agent (acting on the instructions of all of the Lenders), or the Facility Agent (acting reasonably) only where the Lenders' position
with regard to tax, cash flows or security is not materially affected and the Facility Agent shall give notice to the Lenders of any such new work
location consented to.
(d) The Owner shall procure that in relation to the Petrobras Brasil Charter, the Bareboat Charterer shall provide details to the Facility Agent of any change to the
consortium parties as are set out in the recitals at the start of the Petrobras Brasil Charter, promptly following any such change.
16.23 Breach or Termination of Drilling Charter or Management Agreement
(a) In the event of the occurrence at any time during the Post-Completion Period of (i) one of the events described in Clauses 6.2(e) or 6.2(f) which would otherwise
give rise to an immediate Mandatory Prepayment Event or (ii) an Event of Default set out in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8
(Creditors' process), 18.9 (Cessation of business), 18.10 (Failure to pay final judgment) and 18.11 (Material adverse change) in respect of the Charterer or the
Manager only, then, subject to the conditions set out in Clause 16.23(b) below, no Mandatory Prepayment Event or Event of Default shall immediately arise and
the Owner shall have the opportunity to cure the relevant default, breach or event (including by proposing a substitute charterer or manager) for a period of three (3)
months from the date the relevant event or Event or Default occurs or, if later, the date that a prudent owner could reasonably be expected to have become aware of
the occurrence of the relevant event or Event of Default (provided always that for the purposes of this paragraph (a), the Owner shall in any event be deemed to
have become aware of the relevant event or Event of Default within thirty (30) days of the occurrence of such event or Event of Default) (the Cure Period );
(b) The right of the Owner to effect a cure and the postponement of the relevant Mandatory Prepayment Event or Event of Default (as the case may be) pursuant to
Clause 16.23(a) above shall be available only if:
(i) there is no other Default existing at the time when the relevant event or Event of Default referred to in Clause 16.23(a) arises and no such other
Default occurs at any time during the Cure Period; and
(ii) any substitute charterer or manager and/or substitute charter or management agreement proposed by the Owner as the means of effecting a cure
satisfies the

89

terms and conditions of Clause 16.22 (in the case of a substitute charterer and/or charter) and the terms and conditions of Clause 16.24 (in the
case of a substitute manager and/or management agreement); and






The Owner shall ensure, and shall (during the Bareboat Charter Period) procure that the Bareboat Charterer ensures, that the Management Agreement in respect of
the Vessel remains in full force and effect until the Final Maturity Date with the Manager or with such other counterparty approved by the Facility Agent (acting on
the instructions of the Majority Lenders) and that the Operator ensures that the Services Contract remains in full force and effect until the termination of the
Petrobras Brasil Charter. The Management Agreement shall contain provisions obliging the Manager to supervise the construction of the Vessel on behalf of the
Owner or the Bareboat Charterer as relevant.


The Owner shall, and shall procure that the Manager and any other relevant entity shall:





(iii) the Owner procures that on the earlier of (i) the time at which Owner becomes aware of the occurrence of an Event of Default or the relevant
event, or (ii) 30 days after the occurrence of an Event of Default or the relevant event referred to in Clause 16.23(a), there is deposited into the
Debt Service Reserve Account such additional amount as will ensure that the balance standing to the credit of the Debt Service Reserve Account
following such deposit is equal to at least the amount required to pay the aggregate amount of interest and principal repayments accruing under
this Agreement during the period of nine (9) months following the date of such deposit. The Owner shall not be entitled to use any funds then
standing to the credit of any of the Accounts to effect such deposit.
(c) If the Owner or, as the case may be, the Bareboat Charterer proposes to enter into a substitute charter or substitute management agreement, the Owner shall and
shall procure that the Bareboat Charterer shall, in relation to a substitute charter, comply fully with all of the provisions of Clause 16.22 and, in relation to a
substitute management agreement, the Owner shall and shall procure that the Bareboat Charterer shall, upon the execution of the substitute management agreement,
execute a security assignment of such substitute management agreement together with all notices and acknowledgements thereto all in the same form (mutatis
mutandis) as the then existing security over the Management Agreement or otherwise in form and substance satisfactory to the Majority Lenders.
(d) For the avoidance of doubt, should any of the conditions set out in Clause 16.23(b) not be, or cease to be, met, or should the Owner not effect a cure of the relevant
breach, default or event within the Cure Period, the relevant Mandatory Prepayment Event or, as the case may be, Event of Default shall immediately arise and the
Finance Parties shall be all of the rights flowing therefrom.
(e) If the Owner effects a cure of the relevant breach, Event of Default or other event within the Cure Period pursuant to this Clause 16.23, the Owner may withdraw
any such additional amount deposited into the Debt Service Reserve Account in accordance with Clause 16.23(b)(iii).
16.24 Management Agreement
16.25 ISM Code
(a) at all times comply, and be responsible for compliance by itself and by the Vessel, with the mandatory requirements of the ISM Code;

90







The Owner shall, and shall procure that the Manager and any other relevant entity shall, at all times after the Delivery Date comply and be responsible for
compliance by itself and by the Vessel with the mandatory requirements of the ISPS Code, and ensure that the Vessel has a valid International Ship Security
Certificate.


If the Owner is required by the terms of the Shipbuilding Contract to accept delivery of the Vessel from the Builder, then the Owner will exercise, or will procure
that (during the Bareboat Charter Period) the Bareboat Charterer exercises all rights it has under the Drilling Charter in place at such time to require the Charterer to
take delivery of the Vessel under such Drilling Charter.







start of steel cutting for the Vessel



(b) at all times after the Delivery Date ensure that the Vessel has a valid Safety Management Certificate (or, following delivery until a final certificate is issued, a valid
interim Safety Management Certificate) which is held on board the Vessel and that the Manager holds a valid Document of Compliance for the Vessel, a copy of
which is held on board the Vessel;
(c) promptly notify the Facility Agent of any actual or, upon becoming aware of the same, threatened withdrawal of an applicable Safety Management Certificate or
Document of Compliance;
(d) promptly notify the Facility Agent of the identity of the person ashore designated for the purposes of paragraph 4 of the ISM Code and of any change in the identity
of that person; and
(e) promptly upon becoming aware of the same notify the Facility Agent of the occurrence of any accident or major non-conformity requiring action under the ISM
Code.
16.26 ISPS Code
16.27 Delivery of Vessel
16.28 Construction supervision
(a) The Owner shall give to the Facility Agent and the Technical Adviser notice of any meetings of the Owner or the Owner's representatives with the Builder or
between the Owner or the Owner's representatives and any Charterer or the Charterer's representatives where material divergence from the Specification (as defined
in the Shipbuilding Contract) is being discussed. Following any such meeting, the Owner shall notify the Facility Agent and the Technical Adviser of the outcome
of such meeting. Such advance notice and notice of the outcome shall be contained in the quarterly technical reports referred to in Clause 15.3(d).
(b) The Owner shall make reasonable efforts to obtain the Builder's consent so that the Facility Agent (at the Facility Agent's own risk and expense) or its
representative has a right to attend, in a capacity as an observer only, the shipyard on an occasional basis and to be present at the sea trials and first drill trial of the
Vessel.
(c) The Owner will give reasonable notice to the Facility Agent of the time and location of any of the meetings, trials and voyages referred to in paragraph (b) above.
16.29 Construction Milestones
(a) Project milestone for Instalment Loan 2:

91






(b) Project milestones for Instalment Loan 3:

92



start of keel laying for Vessel


tender of Vessel for Delivery


The Owner must and shall procure that the Bareboat Charterer and the Operator shall:




The Owner shall, and shall procure that the Bareboat Charterer (during the Bareboat Charter Period), the Operator (during the Operator Period) and the Manager
shall, at all times after the Delivery Date comply and be responsible for compliance by itself and by the Vessel with mandatory requirements of Annex VI
(Regulations for the Prevention of Air Pollution from Ships) to MARPOL, and ensure that the Vessel has a valid International Air Pollution Prevention Certificate.


For so long as the Vessel is operated in the territorial waters of the United States of America, the Owner shall and/or shall procure the Bareboat Charterer (during
the Bareboat Charter Period), the Operator (during the Operator Period) or the Charterer shall, comply with the requirements of all mandatory United States laws,
regulations and requirements (including United States Coastguard regulations applicable to the Vessel and including for the avoidance of doubt any requirement to
have a valid and current Certificate of Financial Responsibility pursuant to the United States Oil Pollution Act 1990) in relation to the operation and navigation of
the Vessel in force at the relevant time in the relevant area(s) of the United States of America.








(c) Project milestones for Delivery Loan:
16.30 Tax affairs
(a) promptly file all Tax reports and returns required to be filed by it in any jurisdiction; and
(b) promptly pay all Taxes or, if any Tax is being contested in good faith and by appropriate means, ensure an adequate reserve is set aside for payment of that Tax.
16.31 Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL
16.32 Oil Pollution Act
16.33 Leverage Ratio
(a) The Owner will not permit the Leverage Ratio from time to time to be lower than 125%, such Leverage Ratio to be tested as provided in paragraph (c) below,
provided that during the six month period prior to the expiry date (howsoever described) of any Drilling Charter (the Drilling Charter Final Period ) the Owner
will not permit the Leverage Ratio from time-to-time to be lower than 140 per cent.
(b) If on any determination date the Leverage Ratio is less than 125%, or, during the Drilling Charter Final Period, 140%, the Owner will immediately following a
request of the Facility Agent to do so:
(i) prepay such amount of the Loans as will ensure that the Leverage Ratio is not less than or equal to 125%, or, during the Drilling Charter Final
Period, 140 per cent; or
(ii) provide or cause to be provided to the Facility Agent such additional funds into the Debt Service Reserve Account as is necessary to bring the
Leverage Ratio equal to or not less than 125%, or, during the Drilling Charter Final Period, 140 per cent; or

93




For the purposes of determining the Leverage Ratio, the additional security shall have attributed to it such value as the Facility Agent (acting on the instructions of
the Majority Lenders) determines or in the case of additional security constituted by cash, its full value.











The Owner shall procure at all times during the Security Period that Ocean Rig will remain publicly listed on NASDAQ.


On or prior to the Delivery Date, the Owner shall ensure that the form of the Delivery General Assignment to be executed in connection with the Delivery Loan is
amended (in form and substance satisfactory to the Facility Agent) to include:





(iii) provide such additional security, in all respects satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders), such that the
Leverage Ratio is not less than or equal to 125%, or, during the Drilling Charter Final Period, 140 per cent.
(c) The Facility Agent shall be entitled to test such Leverage Ratio as of:
(i) the Final Completion Date;
(ii) each anniversary thereof;
(iii) the first date of any Drilling Charter Final Period;
(iv) upon the notice of the Sister Owner of its intention to sell a Vessel; and
(v) at any time on notice from the Facility Agent after the occurrence of a Default which is continuing.
(d) The Owner will procure a valuation on the basis described in the definition of Market Value on or before (but dated not more than thirty (30) days prior to) the date
on which Leverage Ratio is to be calculated or in the case of paragraph (c) (i) promptly on demand and provide such valuation to the Facility Agent who will verify
such valuation by reference to the information provided by the Owner.
(e) The Owner will procure in favour of the Facility Agent and the Approved Brokers, all such information, as they may reasonably (having regard to the use and
operation of the Vessel) require in order to effect such valuations.
(f) All valuations shall be at the expense of the Owner.
16.34 Listing
16.35 Delivery General Assignment
(a) an assignment absolutely, subject to a proviso for re-assignment on redemption, of all of the Owner's rights in respect of the Operational Software, the Software
Licences and the Software Records; and
(b) a chattel mortgage in relation to the Technical Records.

94




The Owner shall, or shall procure that the Bareboat Charterer shall:









17. INSURANCES
17.1 Scope of Obligatory Insurances
(a) report on and monitor the Builder's compliance with the Construction Insurances as detailed in Article XVII of the Shipbuilding Contract and report on and confirm
its compliance with the terms of the Construction Insurances in respect of the Vessel and the equipment the subject of the Shipbuilding Contract and the Buyer
Supplies (as such term is defined in the Shipbuilding Contract). The Owner shall procure that its Buyer Supplies are insured for all risks of physical loss or damage
as is typically insured, and that the Owner is insured for protection and indemnity risks during sea trials either under the Builder's insurance policy or, if this is not
possible, the Owner shall have protection and indemnity insurance effective from the commencement of the sea trials for an amount not less than US$300,000,000
(the amount to be reviewed and mutually agreed to be reduced if the Owners' liability during the sea trials is less than the above amount). The Owner shall also
have general third party liability insurance effective from the commencement of the sea trials for not less than US$25,000,000 to the extent such insurance policy
will be available;
(b) at all times after the Delivery Date keep the Vessel insured in the Required Insurance Amount, with a deductible of no more than US$15,000,000, in Dollars against
fire and usual marine risks (including Excess Risks), and if requested by the Facility Agent all spares, stores and other property held elsewhere than on the Vessel
against all risks of physical loss or damage as is typically insured, in each case in the name of the Owner and the Bareboat Charterer (during the Bareboat Charter
Period) and with the interest of the Security Trustee noted as mortgagee or assignee with underwriters or insurance companies approved by the Facility Agent and
(as applicable) through brokers approved by the Facility Agent (acting on the instructions of the Majority Lenders), and by policies in form and content approved
by the Facility Agent (acting on the instructions of the Majority Lenders);
(c) at all times after the Delivery Date keep the Vessel insured in at least the Required Insurance Amount in the same manner as above against war risks (including,
without limitation), (a) those risks covered by the standard form of English marine policy with Institute War and Strike Clauses (Time) (1/10/83) attached or similar
cover and (b) war, terrorist or similar protection and indemnity risks cover excluded from the protection and indemnity risks covered by the entry of the Vessel with
the relevant protection and indemnity association by reason of any exclusion clauses contained in such entry, and all spares, stores, and other property held
elsewhere than on the Vessel against, at the minimum, riots, strikes, civil commotion and terrorism, in each case either:
(i) with underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders) and by policies in
form and content approved by the Facility Agent (acting on the instructions of the Majority Lenders); or
(ii) by entering the Vessel in an approved war risks association;
(d) at all times after the Delivery Date keep, or procure the Bareboat Charterer keeps the Vessel entered in an approved protection and indemnity association against all
risks as are normally covered by such protection and indemnity association, including without limitation, pollution risks, the proportion not recoverable in case of
collision under the running down clause inserted in the ordinary Hull and Machinery policies and Specialist Operations coverage, in the name of the Owner and
during the Bareboat Charter Period the Bareboat Charterer for claims which the Owner

95

or the Bareboat Charterer would have incurred had they been pursued against it, such cover to be for:



provided that, if the Vessel has ceased trading or is in lay up and in either case has unloaded all cargo, the level of pollution risks cover afforded by
ordinary protection and indemnity cover available through a member of the International Group or such successor organisation or, as the case may be, on
the open market in such circumstances shall be sufficient for such purposes;





The Facility Agent shall be entitled, from time to time and at the Owner's cost and expense, to effect from the Delivery Date, maintain and renew all or any of the
following insurances in the Required Insurance Amount, and on such terms, through such insurers and in such manner as the Facility




(i) the higher of the minimum amount stipulated in any Drilling Charter and US$500,000,000 or such other amount of cover against P&I including
pollution risks as shall at any time be comprised in the basic entry of the Vessel with either a protection and indemnity association which is a
member of either the International Group of P&I Clubs (or any successor organisation designated by the Facility Agent for this purpose); or
(ii) if the International Group or any such successor ceases to exist or ceases to provide or arrange any cover for pollution risks (or any supplemental
cover for pollution risks over and above that afforded by the basic entry of the Vessel with its protection and indemnity association), such
aggregate amount of cover against pollution risks as shall be generally available on the open market and by basic entry with a protection and
indemnity association for ships of the same type, size, age and flag as the Vessel,
(e) at all times following the Final Completion Date, maintain in full force and effect loss of hire insurance, on a daily amount fixed and agreed basis, in respect of the
Vessel subject to a deductible of 45 days (or minimum deductible available by loss of hire underwriters) per incident or occurrence and for a minimum indemnity
period of 180 days with underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders) in form and
content approved by the Facility Agent (acting on the instructions of the Majority Lenders), provided always that the obligation of the Owner or during the
Bareboat Charter Period the Bareboat Charterer to maintain such loss of hire insurance shall cease if a prudent owner of a vessel similar to the Vessel and employed
on a similar basis, acting reasonably, would consider the cost of the loss of hire insurance to be commercially unacceptable;
(f) at all times following the Final Completion Date, if and as requested from time to time by the Facility Agent, to maintain in full force and effect insurance(s) in
respect of such other matters of whatsoever nature and howsoever arising in respect of which insurance would be available to a prudent owner of the Vessel; and
(g) comply or procure compliance with the terms and conditions of the Obligatory Insurances (including, but not limited to, making any declarations required by such
insurances in order to maintain cover for operating within any waters where it is required to be located under a Drilling Charter, which declarations the Owner or
during the Bareboat Charter Period the Bareboat Charterer shall promptly copy to the Facility Agent), not do, consent to or permit any act or omissions which
might invalidate or render unenforceable the whole or any part of the Insurances.
17.2 Mortgagee's interest and additional perils insurances

96


Agent (acting on the instructions of the Majority Lenders) may from time to time consider appropriate:







Without prejudice to its obligations under Clause 17.1 (Scope of Obligatory Insurances), the Owner shall (and shall procure that during the Bareboat Charter Period
the Bareboat Charterer shall):









(a) a mortgagee's interest marine insurance providing for the indemnification of the Finance Parties for any Losses under or in connection with any Finance Document
which directly or indirectly result from loss of or damage to the Vessel or a liability of the Vessel or the Owner or the Bareboat Charterer, being a loss or damage
which is prima facie covered by an Obligatory Insurance but in respect of which there is a non-payment (or reduced payment) by the underwriters by reason of, or
on the basis of anyallegation concerning:
(i) any act or omission on the part of the Owner, or the Bareboat Charterer of any operator or manager of the Vessel or of any officer, employee or
agent of the Owner or of any such person, including any breach of warranty or condition or any nondisclosure relating to such Obligatory
Insurance;
(ii) any act or omission, whether deliberate, negligent or accidental, or any knowledge or privity of the Owner or the Bareboat Charterer or any other
person referred to in subparagraph (i) above, or of any officer, employee or agent of an Owner or the Bareboat Charterer or of such a person,
including the casting away or damaging of the Vessel and/or the Vessel being unseaworthy; and/or
(iii) any other matter capable of being insured against under a mortgagee's interest marine insurance policy whether or not similar to the foregoing;
and
(b) a mortgagee's interest additional perils policy providing for the indemnification of the Finance Parties against, amongst other things, any Losses or other
consequences of any Environmental Claim, including the risk of expropriation, arrest or any form of detention of the Vessel, or the imposition of any Security
Interest over the Vessel and/or any other matter capable of being insured against under a mortgagee's interest additional perils (pollution) policy whether or not
similar to the foregoing.
17.3 Obligatory Insurances
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or
agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any
Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any
Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) at least 28 days before the relevant policies, contracts or entries expire, notify the Facility Agent of the names of the insurance companies and/or the war risks and
protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such
Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such

97


Obligatory Insurances on the terms so specified are given to the brokers (if applicable) and associations in each case approved in accordance with Clause 17.1
(Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to
time agree) confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so given;













(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and the approved P&I Club
provide the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of
undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each
case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph
(c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the forms scheduled to the Delivery
General Assignment and the Bareboat Charterer Insurances Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days
before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its
agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days' notice in
writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums
outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on
the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels
under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of nonpayment of premiums for other vessels
under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority
Lenders, acting reasonably)

98



is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance
Document;





If the Owner and/or the Bareboat Charterer fail to procure, effect and keep in force Obligatory Insurances in accordance with this Agreement, it shall be
permissible, but not obligatory, for the Facility Agent to effect and keep in force insurance or insurances, for itself or on behalf of the Security Trustee, in the
amounts required under this Agreement and (in the case of Clause 17.1(d) (Scope of Obligatory Insurances) only) entries in a protection and indemnity association
or club and, if it deems necessary or expedient, to insure the war risks upon the Vessel, and the Owner shall reimburse the Facility Agent for the costs of so doing.
The Facility Agent agrees to notify the Owner if it effects any such insurance or insurances in respect of the Vessel as soon as practicable and in any event no later
than five Business Days after effecting such insurances.



Each of the events or circumstances set out in this Clause 18 is an Event of Default, provided always that:







(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in
accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance; and
(i) in the event that the Owner receives payment of any moneys in respect of Insurances, save as provided in the loss payable clauses scheduled to the Delivery
General Assignment, or the Bareboat Charterer receives payment of any moneys, save as provided in the loss payable clauses scheduled to the Bareboat Charterer
Insurances Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys shall be held in trust for the Security Trustee by the
Owner, or as the case may be, the Bareboat Charterer.
17.4 Power of Facility Agent to insure
18. DEFAULT
18.1 Events of Default
(a) the events referred to in Clauses 18.6 to 18.11 shall not, in respect of the Builder, constitute an Event of Default if:
(i) the relevant event is remedied to the satisfaction of the Facility Agent (acting on the instructions of the Majority Lenders) and on terms (and with
replacement security) approved by the Facility Agent (acting on the Instructions of the Majority Lenders); or
(ii) the Builder is substituted by another builder satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) and on terms
(and with replacement security) approved by the Facility Agent (acting on the Instructions of the Majority Lenders), in each case by a date that
falls three (3) months after the occurrence of the relevant event; and

99




The Owner, the Bareboat Charterer or Ocean Rig does not pay on the due date any amount payable by it under the Finance Documents in the manner required
under the Finance Documents, unless the non-payment:





The Owner, the Bareboat Charterer, the Operator or Ocean Rig does not comply with any other terms of the Finance Documents to which it is a party or Ocean Rig,
or the Sponsor in the case of the Sponsor Guarantee only, does not comply with any of its obligations under the Finance Documents to which it is a party, unless
the non-compliance:






A representation or warranty made or repeated by the Owner, the Bareboat Charterer, the Operator or Ocean Rig in any Finance Document or in any document
delivered by or on behalf of the Owner, the Bareboat Charterer, the Operator or Ocean Rig under any Finance Document is incorrect or




(b) the events referred to in Clauses 18.6 to 18.11 shall not, in respect of the Charterer or Manager, constitute an Event of Default if a substitute charterer or substitute
manager is appointed, or the relevant event is otherwise cured by the Owner, in accordance with Clause 16.23.
18.2 Non-payment
(a) is caused by technical or administrative error; and
(b) where such payment is a scheduled payment, is remedied within one Business Day of the due date; or
(c) where such payment is on-demand, is remedied within three Business Days of the date of demand.
18.3 Breach of other obligations
(a) is capable of remedy; and
(b) is remedied within 30 days of the earlier of the Facility Agent giving notice of the breach to the Owner and the Owner, the Bareboat Charterer, the Operator, the
Sponsor or Ocean Rig, as the case may be, becoming aware of the non-compliance, save in the case of non-compliance with:
(i) Clause 16.11(a) (Security), Clause 16.12(a) (Registration of the Vessel), Clause 16.22(b) (Charters), Clause 16.24 (Management Agreement)
(save to the extent Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement) applies) or Clause 17.1 (Scope of
Obligatory Insurances), for each of which the grace period for remedy shall be three days from the date the Facility Agent gives notice of the
breach to the Owner, provided always that, in respect of Clause 17.1 (Scope of Obligatory Insurances) and clause 7.14 (Financial Covenants) of
the Ocean Rig Guarantee, there shall be no grace period unless the Facility Agent (acting on the good faith and reasonable instructions of the
Majority Lenders) is satisfied that the Finance Parties have neither suffered nor will, in the future, suffer any material detriment (whether
financial, to their security position or otherwise howsoever) as a result of the non-compliance; or
(ii) Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement) for which there shall be no grace period for remedy
following expiry of the grace period provided in that Clause 16.23.
18.4 Misrepresentation

100

misleading in any material respect when made or deemed to be repeated, unless the circumstances giving rise to the misrepresentation or breach of warranty:











in each case, as a result of an event of default or any provision having a similar effect (howsoever described) and after the expiry of any applicable grace
period (if any); or


unless the aggregate amount of Financial Indebtedness falling within paragraphs (i) to (iii) above is less than US$2,500,000 or its equivalent in the case of the
Owner or Ocean Rig or US$10,000,000 or its equivalent in the case of, the Builder, the Charterer Parent (if any) or the Charterer.



Any of the following occurs in respect of any of the Project Parties:








(a) are capable of remedy; and
(b) are remedied within 14 days of the Owner, the Bareboat Charterer, the Operator or, as the case may be, Ocean Rig receiving notice from the Facility Agent of the
circumstances giving rise to the misrepresentation or breach of warranty.
18.5 Cross-default
(a) Any Sister Event of Default occurs and is continuing; or
(b) Any of the following occurs in respect of any of the Project Parties:
(i) any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);
(ii) any of its Financial Indebtedness:
(A) becomes prematurely due and payable;
(B) is placed on demand; or
(C) is capable of being declared by or on behalf of a creditor to be prematurely due and payable or of being placed on demand,
(iii) any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default (howsoever described),
(c) A Bareboat Charter Termination Event occurs which is continuing.
18.6 Insolvency
(a) it is, or is deemed for the purposes of any relevant applicable law to be, unable to pay its debts as they fall due or insolvent;
(b) it admits its inability to pay its debts as they fall due;
(c) it suspends making payments on any of its debts or announces an intention to do so;
(d) by reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling or restructuring of any of its indebtedness;

101





If a moratorium occurs in respect of any such person, the ending of the moratorium will not remedy any Event of Default caused by the moratorium.













Any attachment, sequestration, distress, execution or analogous event affects any asset(s) of any of the Project Parties having an aggregate value of at least
US$2,500,000 or its equivalent in the case of the Owner, the Bareboat Charterer, the Operator or Ocean Rig or at least US$10,000,000 or its equivalent in the case
of the Builder, Charterer Parent or the Charterer and in any case is not discharged within 14 days.



(e) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities); or
(f) a moratorium is declared in respect of any of its Financial Indebtedness; or
(g) any similar local law process not described in (a) to (f) above.
18.7 Insolvency proceedings
(a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project Parties:
(i) any step is taken with a view to a moratorium, composition, assignment or similar arrangement with any of its creditors;
(ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution to petition for or to file
documents with a court or any registrar for its winding-up, administration or dissolution or any such resolution is passed;
(iii) any person presents a petition or files documents with a court for its winding-up, administration or dissolution or reorganisation (by way of
voluntary arrangement, scheme of arrangement or otherwise);
(iv) any Security Interest is enforced over any of its assets;
(v) an order for its winding-up, administration or dissolution is made;
(vi) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial
manager, administrator or similar officer is appointed in respect of it or any of its assets;
(vii) its directors, shareholders or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in
bankruptcy, judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and
manager, administrator or similar officer; or
(viii) any other analogous step or procedure is taken in any jurisdiction.
(b) Paragraph (a) above does not apply to a frivolous or vexatious petition for winding-up presented by a creditor which is being contested in good faith and with due
diligence and is discharged or struck out within 14 days.
18.8 Creditors' process

102


Any of the Project Parties ceases, or threatens to cease, to carry on business.


Any of the Project Parties fails to comply with or pay any sum in excess of US$2,500,000 or its equivalent in the case of the Owner, the Bareboat Charterer, the
Operator or Ocean Rig or at least US$10,000,000 or its equivalent in the case of the Builder, Charterer Parent (if any) or the Charterer and in either case due from it
under any final judgment or any final order made or given by any court of competent jurisdiction within the period specified in the relevant judgment or if no
period is specified within 14 days of such final judgment being issued.


Any event or series of events occurs affecting the financial condition or operation of any of the Project Parties which, in the opinion of the Majority Lenders, has a
Material Adverse Effect.


Any litigation, arbitration or administrative proceedings (other than proceedings of a frivolous or vexatious nature which are being contested in good faith and for
which adequate reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in
dispute has been obtained by the Owner or the relevant person from underwriters or insurance companies that have been approved by the Facility Agent (acting on
the instructions of the Majority Lenders acting reasonably)) are current or, to the knowledge of the Owner or the Finance Parties, pending or threatened against any
person which in the opinion of the Majority Lenders have, or if adversely determined are reasonably likely to have, a Material Adverse Effect.








18.9 Cessation of Business
18.10 Failure to pay final judgment
18.11 Material adverse change
18.12 Litigation
18.13 Liability of Lenders and Administrative Parties
(a) Any event occurs or circumstance arises in relation to the Vessel which results in any person making an Environmental Claim against any Finance Party and such
Finance Party has not been indemnified by a person and on terms satisfactory to the relevant Finance Party in respect of such amount within 15 days after the date
on which such Environmental Claim is made provided such Finance Party gives prompt notice of such claim to the Owner and has afforded the Owner (at its cost
and expense) the right (with full co-operation of such Finance Party) to such action as it considers necessary or appropriate (acting reasonably) to defend or contest
in its own name the validity or amount of such claim. The Owner may defend or contest the validity or amount of such claim in the name of the relevant Finance
Party if such Finance Party is (acting in its absolute discretion) satisfied that:
(i) such action has a reasonable chance of success and in reaching this conclusion such Finance Party shall have the right to require the Owner to
obtain (at the cost of the Owner) the opinion of Queen's Counsel concerning the merits of the claim. Counsel shall be selected and instructed by
the legal advisers to the Finance Party concerned;
(ii) such Finance Party is satisfied that such claim will not materially damage its reputation or any part of its business affairs; and
(iii) the scope of the provisions of Clause 23.2 (Other indemnities) will indemnify the relevant Finance Party against any and all costs, losses,
expenses or liabilities arising

103


as a result of the Owner defending or contesting the validity or amount of the claim in the name of that Finance Party.



It is, or it becomes, unlawful for the Owner, the Bareboat Charterer or Ocean Rig to perform any of its obligations under the terms of the Transaction Documents.


The Debt Service Cover Ratio is determined to be less than 1.1:1 for any Calculation Period.







Any notice given under this Clause 18.16 will take effect in accordance with its terms.



The provisions of clause 2 and clause 3 of the DPP apply in respect of the appointment, office and function of the Security Trustee.








(b) Any event occurs or circumstance arises in relation to the ownership or operation of the Vessel which results in criminal liability being imposed on any Finance
Party except where such liability arises out of the gross negligence or wilful misconduct of such Finance Party.
18.14 Unlawful performance
18.15 Debt Service Cover Ratio
18.16 Acceleration
(a) If an Event of Default is outstanding, the Facility Agent may (and if the Majority Lenders so instruct it, shall), by notice to the Owner:
(i) cancel the undrawn, uncancelled amount of the Commitments; and/or
(ii) declare that all or part of any amounts outstanding under the Finance Documents are:
(A) immediately due and payable; and/or
(B) payable on demand by the Facility Agent.
(b) The Owner hereby agrees that for the purposes of this Agreement service by the Facility Agent of a notice under and in accordance with paragraph (a) above shall
constitute a valid and effective service of such notice and the Owner shall be deemed to have become liable to make any payments expressed in that notice upon
service of such notice.
19. SECURITY
20. THE ADMINISTRATIVE PARTIES
20.1 Appointment and duties of the Facility Agent
(a) Each Lender and Administrative Party (other than the Facility Agent) irrevocably appoints the Facility Agent to act as its agent under and in connection with the
Finance Documents.
(b) Each Lender and Administrative Party irrevocably authorises the Facility Agent to:
(i) perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with
any other incidental rights, powers and discretions; and

104






Except as specifically provided in the Finance Documents, the Mandated Lead Arranger has no obligations of any kind to any other Party in connection with any
Finance Document.


Except as specifically provided in a Finance Document, nothing in the Finance Documents makes an Administrative Party a trustee or fiduciary for any other Party
or any other person and no Administrative Party needs to hold in trust any moneys paid to or recovered by it for a Party in connection with the Finance Documents
or be liable to account for interest on those moneys.







The Facility Agent may:






(ii) execute each Finance Document expressed to be executed by the Facility Agent.
(c) Each Lender (in its capacity as a Lender and a (potential) Swap Bank hereby irrevocably authorises the Facility Agent to enter into the Dutch Parallel Debt
Agreement on its behalf, to act as its agent thereunder and to effect any amendments, supplements and variations thereunder without further reference to or consent
of the Lenders).
(d) The Facility Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative
nature. For the avoidance of doubt, those duties do not extend to any administration or other work which might result from any Lender transferring any of its rights
and obligations under the Finance Documents to any person. Any such administration or other work shall be undertaken by the transferee.
20.2 Role of the Mandated Lead Arranger
20.3 No fiduciary duties
20.4 Individual position of an Administrative Party
(a) If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those rights
and powers as though it were not an Administrative Party.
(b) Each Administrative Party may:
(i) carry on any business with the Owner, the Bareboat Charterer, the Bareboat Charterer Parent, the Operator, the Charterer, Ocean Rig or its related
entities (including acting as an agent or a trustee for any other financing); and
(ii) retain any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with the Owner, the
Bareboat Charterer, the Bareboat Charterer Parent, the Operator, the Charterer, Ocean Rig or its related entities.
20.5 Reliance
(a) rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;
(b) rely on any statement made by any person regarding any matters which may reasonably be assumed to be within its knowledge or within its power to verify;
(c) engage, pay for and rely on professional advisers selected by it; and

105


















(d) act under the Finance Documents through its personnel and agents.
20.6 Majority Lenders' instructions
(a) The Facility Agent is fully protected if it acts on the valid instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not
expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of
instructions, in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the
Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority
Lenders has not been exercised.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it
may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or,
if appropriate, the Lenders) until it has received security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it
may incur in complying with the instructions.
(d) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings in connection
with any Finance Document.
20.7 Responsibility
(a) No Administrative Party is responsible to any other Finance Party for the adequacy, accuracy or completeness of any Finance Document or any other document or
any statement or information (whether written or oral) made or supplied in connection with any Finance Document.
(b) No Administrative Party is responsible for the legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance Document or any other
document.
(c) Without affecting the responsibility of the Owner for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms
that it:
(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents
(including the financial condition and affairs of the Owner, the Bareboat Charterer, the Bareboat Charterer Parent, the Operator, Ocean Rig or the
Charterer and their related entities and the nature and extent of any recourse against any Party, the Bareboat Charterer, the Bareboat Charterer
Parent, the Operator, Ocean Rig, or the Charterer or their assets); and
(ii) has not relied exclusively on any information provided to it by any Administrative Party in connection with any Finance Document.
20.8 Exclusion of liability
(a) The Facility Agent is not liable or responsible to any other Lender or Administrative Party for any action taken or not taken by it in connection with any Finance
Document, unless directly caused by its gross negligence or wilful misconduct.

106











it must promptly notify the Finance Parties.









(b) No Party (other than the relevant Administrative Party) may take any proceedings against any officers, employees or agents of another Administrative Party in
respect of any claim it might have against that Administrative Party or in respect of any act or omission of any kind by that officer, employee or agent in connection
with any Finance Document. Any officer, employee or agent of an Administrative Party may rely on this Clause 20.8 and enforce its terms under the Contracts
(Rights of Third Parties) Act 1999.
(c) The Facility Agent is not liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be
paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating
procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.
(d) Nothing in this Agreement will oblige any Administrative Party to satisfy any know your customer requirement in relation to the identity of any person on behalf of
any Finance Party.
(e) Each Finance Party confirms to each Administrative Party that it is solely responsible for any know your customer requirements it is required to carry out and that it
may not rely on any statement in relation to those requirements made by any other person.
20.9 Default
(a) The Facility Agent is not obliged to monitor or enquire whether a Default has occurred. The Facility Agent is not deemed to have knowledge of the occurrence of a
Default.
(b) If the Facility Agent:
(i) receives notice from a Party or any other party to a Transaction Document referring to this Agreement, describing a Default and stating that the
event is a Default; or
(ii) is aware of the non-payment of any principal or interest or any fee payable to a Finance Party (other than the Facility Agent or any of the
Mandated Lead Arranger) under this Agreement,
20.10 Information
(a) The Facility Agent must promptly forward to the person concerned the original or a copy of any document which is delivered to the Facility Agent by a Party for
that person.
(b) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of
any document it forwards to another Party.
(c) Except as provided above, the Facility Agent has no duty:
(i) either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in
connection with the Finance Documents (including any information relating to the financial condition or affairs of the Owner or any of its related
entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this
Agreement; or

107











That Party will be regarded as having received the amount so deducted.


Each Administrative Party may refrain from doing anything (including disclosing any information) which might, in its opinion, constitute a breach of any law or
regulation or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any law or
regulation.







(ii) unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from the
Owner, the Bareboat Charterer, the Bareboat Charterer Parent or the Operator.
(d) In acting as the Facility Agent, the agency division of the Facility Agent is treated as a separate entity from its other divisions and departments. Any information
acquired by the Facility Agent which, in its opinion, is acquired by it otherwise than in its capacity as the Facility Agent may be treated as confidential by the
Facility Agent and will not be treated as information possessed by the Facility Agent in its capacity as such.
(e) The Owner irrevocably authorises the Facility Agent to disclose to the other Finance Parties any information which is received by it in its capacity as the Facility
Agent, subject always to the requirements of confidentiality under Clause 28 (Disclosure of Information).
(f) The Facility Agent is not obliged to disclose to any person any confidential information supplied to it by or on behalf of the Owner, the Bareboat Charterer, the
Bareboat Charterer Parent or the Operator solely for the purpose of evaluating whether any waiver or amendment is required in respect of any term of the Finance
Documents.
20.11 Indemnities
(a) Without limiting the liability of the Owner, the Bareboat Charterer, the Bareboat Charterer Parent or the Operator under the Finance Documents, each Lender shall
indemnify the Facility Agent for that Lender's Pro Rata Share of any loss or liability incurred by the Facility Agent in acting as the Facility Agent (including
without limitation any costs associated with effecting, maintaining or renewing any insurances in accordance with and subject to Clause 17.4 (Power of Facility
Agent to insure) and acting in accordance with the instructions of the Majority Lenders in accordance with Clause 20.6 (Majority Lenders' instructions)) unless the
Facility Agent has been reimbursed by the Owner under a Finance Document, except to the extent that the loss or liability is caused by the Facility Agent's gross
negligence or wilful misconduct.
(b) If a Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may after giving notice to that Party:
(i) deduct from any amount received by it for that Party any amount due to the Facility Agent from that Party under a Finance Document but unpaid;
and
(ii) apply that amount in or towards satisfaction of the owed amount.
20.12 Compliance
20.13 Resignation of the Facility Agent
(a) The Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving 30 days' notice to the other Finance Parties and the Owner.

108














Where this Agreement specifies a minimum period of notice to be given to the Facility Agent, the Facility Agent may, at its discretion, accept a shorter notice
period.



(b) Alternatively the Facility Agent may resign by giving written notice to the Finance Parties and the Owner, in which case the Majority Lenders may appoint a
successor Facility Agent.
(c) If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may appoint a
successor Facility Agent.
(d) The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent (i)
notifies all the Parties that it accepts its appointment and (ii) confirms that it is satisfied that the rights under the Security Documents and the DPP have been
assigned or transferred to it. On giving the notification and confirmation, the successor Facility Agent will succeed to the position of the Facility Agent and the term
Facility Agent will mean the successor Facility Agent.
(e) The retiring Facility Agent must, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the
successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.
(f) Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in
connection with the Finance Documents while it was the Facility Agent, and, subject to paragraph (e) above, it will have no further obligations in its capacity as
Facility Agent under any Finance Document.
(g) The Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above.
(h) Any successor Facility Agent will be located or have a branch in London, Luxembourg or New York and the Facility Agent or, as the case may be, the Mandated
Lead Arranger will consult with the Owner in relation to the identity of such successor Facility Agent.
20.14 Relationship with Lenders
(a) The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) unless it has received
not less than five Business Days prior notice in writing from that Lender to the contrary.
(b) The Facility Agent may at any time, and must if requested to do so by the Majority Lenders, convene a meeting of the Lenders.
(c) The Facility Agent must keep a record of all the Parties and supply any other Party with a copy of the record on request. The record will include each Lender's
Facility Office(s) and contact details for the purposes of this Agreement.
20.15 Notice period

109





Accounts maintained by the Facility Agent in connection with this Agreement are conclusive (save for manifest error) evidence of the matters to which they relate
for the purpose of any litigation or arbitration proceedings.


Any certification or determination by a Finance Party of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive
evidence of the matters to which it relates.


Any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of Clause 7.1(d) being the actual number of days elapsed
and a year of 360 days or otherwise, depending on what the Facility Agent determines is market practice.








The fees referred to in this Clause 22 shall not be refunded under any circumstances whatsoever once they have been paid.







21. EVIDENCE AND CALCULATIONS
21.1 Accounts
21.2 Certificates and determinations
21.3 Calculations
22. FEES
22.1 Commitment fee
(a) The Owner shall pay to the Facility Agent for the account of each Lender a fee calculated at the rate of sixty basis points (60bps) per annum on the undrawn,
uncancelled amount of the Maximum Facility Amount at such time.
(b) The accrued commitment fee is payable to the Facility Agent quarterly in arrear on the last day of each Term, the first payment to be paid on the last day of the first
Term. Accrued commitment fee is also payable to the Facility Agent for a Lender on the date that Lender's Commitment is cancelled or drawn in full.
22.2 Agency and Security Trustee fee
The Owner must pay to the Administrative Parties for their respective own account an agency and security trustee fee in the amount and manner agreed in the Fee
Letter between the Administrative Parties and the Owner.
22.3 Refund of fees
23. INDEMNITIES AND BREAK COSTS
23.1 Currency indemnity
(a) The Owner shall, as an independent obligation, indemnify each Secured Party against any cost, loss or liability which that Secured Party or any of its Affiliates
incurs as a consequence of:
(i) the Secured Party receiving an amount in respect of the Owner's liability under the Finance Documents; or

110



in a currency other than the currency in which the amount is expressed to be payable under the relevant Finance Document.








The liability of the Owner in each case includes any cost, loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable
under any Finance Document.




(and any such Administrative Party with such a belief must promptly notify the Facility Agent of the same).






(ii) that liability being converted into a claim, proof, judgment or order,
(b) Unless otherwise required by law, the Owner waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other
than that in which it is expressed to be payable.
23.2 Other indemnities
(a) The Owner shall, as an independent obligation, indemnify each Secured Party and any Affiliate against any cost, loss or liability which that Secured Party or any of
its Affiliates incurs as a consequence of:
(i) the occurrence of any Event of Default;
(ii) any failure by the Owner, the Bareboat Charterer, the Bareboat Charterer Parent or the Operator to pay any amount due under a Finance
Document on its due date including any resulting from any distribution or redistribution of any amount among the Lenders under this Agreement;
(iii) (other than by reason of gross negligence or default by that Finance Party) a Loan not being made after a Request has been delivered for that
Loan; or
(iv) a Loan (or part of a Loan) not being prepaid in accordance with this Agreement.
(b) The Owner must indemnify against any cost, loss or liability incurred by any Administrative Party as a result of:
(i) investigating any event which that Administrative Party reasonably believes is a Default; or
(ii) acting or relying on any notice which that Administrative Party reasonably believes to be genuine, correct and appropriately authorised,
(c) The Owner must promptly pay and discharge, or cause to be paid or discharged, upon the same becoming payable (and shall, if requested by a Secured Party,
produce to that Secured Party evidence of the payment and discharge thereof) and indemnify on demand and keep indemnified each Secured Party and its Affiliates
on a full indemnity basis against a claim against it by, or a liability to, a third party including, without limitation, in relation to any Taxes (other than any Taxes
levied or assessed on net income, profits or gains) or any other Losses which relate to or arise out of or are in any way connected to:
(i) the condition, testing, delivery, design, leasing, chartering, sub-chartering, sub-sub-chartering, construction, manufacture, purchase, acquisition,
bailment, fitting out, sale, importation to or exportation from any country, registration,

111










The indemnities contained in this Clause 23 shall not extend to any claim or liability of a Secured Party or its Affiliates to the extent that such claim or liability:






ownership, possession, management, control, inspection, surveying, engineering, contracting, installation, manning, provisioning, the provision of
bunkers and lubricating oils, dry docking, use, operation, maintenance, repair, service, modification, overhaul, replacement, removal, performance,
transportation, flag, navigation, certification, classification, nature, description, acceptance, insurance, refurbishment, conversion, change, alteration
or laying-up of the Vessel or any part thereof or otherwise in connection with the Vessel including, without prejudice to the generality of the
foregoing, any Losses arising from any pollution or other environmental damage caused by or emanating from the Vessel or caused by the Vessel
becoming a wreck or an obstruction to navigation whether or not the Vessel (or any part thereof) is in possession or control of the Owner, the
Manager, the Bareboat Charterer or the Operator or any other person and wherever the location;
(ii) any repossession, return, redelivery, storage, maintenance, protection, attempted sale, sale or other disposition of the Vessel following the
termination of the chartering of the Vessel which, if carried out by the Facility Agent, Security Trustee or the Lenders, is carried out in
accordance with the terms of the Finance Documents;
(iii) the complete or partial removal, decommissioning, disposal, making safe, destruction, abandonment or loss of the Vessel including any matter
which the Vessel contains or has at any time contained;
(iv) any damage or loss to the Vessel irrespective of how caused;
(v) any Environmental Claim or any actual or alleged breach, contravention or violation of any Environmental Laws or Environmental Approvals in
any way relating to the Vessel or the activities of any Environmental Affiliates;
(vi) any design, article or material of the Vessel or relating thereto giving rise to any infringement (or alleged infringement) of any patent or other
intellectual property rights; or
(vii) the occupation, arrest, confiscation, requisition, theft, registration, compulsory acquisition, restraint of the Vessel or prevention thereof, seizure,
taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel (including, without limitation, by
the provision of or by procuring a guarantee, bond, cash deposit or other like security).
23.3 Exclusions from Indemnities
(a) arises from an act or omission on the part of that Secured Party or, as the case may be Affiliate which constitutes fraud, wilful misconduct or gross negligence on
the part of such Secured Party or, as the case may be, Affiliate;
(b) is caused by any failure on the part of that Secured Party to comply with any of its express obligations under any of the Finance Documents to which that Secured
Party is a party (but excluding any such breach or failure that arises as a result of the failure of a party to such Finance Document (other than that Secured Party)
duly and punctually to perform its express obligations);

112








exceeds




exceeds


For the purposes of this paragraph (c), Prepayment Swap Rate means the rate quoted on the Bloomberg Screen IRSB US page for a period starting on the
Business Day following receipt of the Eksportfinans Loan or that Eksportfinans Lender's relevant part thereof and ending on the Final Maturity Date (such amount
to be calculated to take into account all of the Repayment Dates to and including the Final Maturity Date.



(c) is one in respect of which that Secured Party or, as the case may be, Affiliate, is expressly and specifically indemnified and has received and is entitled to retain
such indemnity under any other provision of the Finance Documents; or
(d) is a cost or expense expressly borne by the Secured Parties under any Finance Document.
23.4 Break Costs
(a) The Owner must pay to each Lender or, as the case may be, each Swap Bank, its Break Costs in accordance with this Agreement.
(b) Break Costs are, subject to paragraphs (c) and (d), the amount (if any) determined by the relevant Lender by which:
(i) the interest which that Lender would have received for the period from the date of receipt of payment of any part of its share in a Loan or an
overdue amount to the last day of the applicable Term for that Loan or overdue amount if the principal or overdue amount received had been paid
on the last day of that Term;
(ii) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or overdue amount received by it on
deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt and ending on the last day
of the applicable Term.
(c) In respect of an Eksportfinans Lender, Break Costs means the amount (if any) determined by that Eksportfinans Lender by which:
(i) the net present value of the interest which the Eksportfinans Lender should have received by applying the Eksportfinans CIRR on the
Eksportfinans Loan for the period starting on the date of receipt of the Eksportfinans Loan or its relevant part thereof to (and including) the Final
Maturity Date (such amount to be calculated to take into account all of the Repayment Dates in accordance with the Repayment Schedule, as if
the Eksportfinans Loan or its relevant part thereof had been repaid on all of the scheduled Instalment Repayment Dates to and including the Final
Maturity Date),
(ii) the net present value of the amount that Eksportfinans Lender would be able to obtain by placing an amount equal to the Eksportfinans Loan or
its relevant part thereof at the Prepayment Swap Rate for the period starting on the Business Day following receipt of the Eksportfinans Loan or
its relevant part thereof to (and including) the Final Maturity Date and following the Repayment Schedule.

113






The Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees, Technical Adviser's fees, insurance, environmental and Tax
consultants' fees) incurred by it in connection with the negotiation, syndication (including any assignment or transfer of participation in any Loan or Commitment
to a new lender for the purposes of syndication or otherwise), negotiation, preparation, printing, entry into, perfection and preservation of the Finance Documents
and matters incidental thereto.


The Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with:





Following an Event of Default, the Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection
with the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, any Finance Document.


In no event shall any Secured Party be liable on any basis of liability for any special, indirect, consequential or punitive damages and the Owner hereby waives,
releases and agrees (for itself and on behalf of its Holding Companies) not to sue upon any such claim for any such damages, unless caused by the fraud, gross
negligence or wilful default of the relevant Secured Party in performance of any of its obligations under this Agreement or any of the Finance Documents.



(d) In respect of a Swap Bank and a Swap Agreement, Break Costs are the amount (if any) determined by the relevant Swap Bank as being an amount equal to any
Swap Termination Payment for that Swap Agreement.
(e) Each Lender or, as the case may be, each Swap Bank must supply to the Owner a certificate showing the calculations in reasonable detail confirming the amount of
any Break Costs claimed by it under this Clause.
24. EXPENSES
24.1 Initial costs
24.2 Subsequent costs
(a) the negotiation, preparation, printing and entry into of any Finance Document executed after the date of this Agreement;
(b) any amendment, waiver or consent requested by or on behalf of the Owner, or during the Bareboat Charter Period the Bareboat Charterer, or specifically allowed
by this Agreement; and
(c) the provision by the Technical Adviser of all reports, confirmations and advice provided by it to the Finance Parties during the Pre-Delivery Period and on the Final
Completion Date.
24.3 Enforcement costs
25. WAIVER OF CONSEQUENTIAL DAMAGES

114





















may only be made with the consent of all the Lenders. An amendment or waiver which relates to the rights and/or obligations of an Administrative Party may only
be made with the consent of that Administrative Party.



26. AMENDMENTS AND WAIVERS
26.1 Procedure
(a) Except as provided in this Clause 26, no term of the Finance Documents may be amended or waived without the agreement of the Owner and the Facility Agent.
The Facility Agent (acting on the instructions of the Majority Lenders, or otherwise in accordance with the relevant Finance Documents) may effect, on behalf of
any Finance Party, an amendment or waiver allowed under this Clause.
(b) The Facility Agent must promptly notify the other Parties and each Swap Bank of any amendment or waiver effected by it under paragraph (a) above. Any such
amendment or waiver is binding on all the Parties.
(c) The Owner shall not be concerned or have any responsibility to ensure that the Facility Agent has received any necessary authorisation or consent from the
Lenders, and may rely on the agreement of the Facility Agent above.
26.2 Exceptions
(a) An amendment or waiver which relates to:
(i) the definition of Majority Lenders in Clause 1.1 (Definitions);
(ii) an extension of the date of payment of any amount to a Lender under the Finance Documents;
(iii) a reduction in the amount of any payment of principal, interest, fee or other amount payable to a Lender under the Finance Documents;
(iv) an increase in, or an extension of, a Commitment or the Total Commitments;
(v) a release of the Owner other than in accordance with the terms of this Agreement;
(vi) a release of any Security Document other than in accordance with the terms of this Agreement;
(vii) a term of a Finance Document which expressly requires the consent of each Lender;
(viii) the right of a Lender to assign or transfer its rights or obligations under the Finance Documents;
(ix) the ranking or subordination provided for in the DPP;
(x) any assignment or transfer by the Owner pursuant to Clause 27.1 (Assignments and transfers by the Owner);
(xi) Clause 2.4 (Nature of a Finance Party's rights and obligations); or
(xii) this Clause,

115







If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful
currency of a country), the Finance Documents will be amended to the extent the Facility Agent (acting reasonably and on the instructions of the Majority Lenders
and after consultation with the Owner) determines is necessary to reflect the change.


The rights of each Secured Party under the Finance Documents:




Delay in exercising or non-exercise of any right is not a waiver of that right.



The Owner may not assign or transfer any its rights and obligations under the Finance Documents without the prior consent of the Facility Agent (acting on the
instructions of all of the Lenders).






(b) An amendment or waiver which relates to a reduction in the Applicable Margin in respect of the Eksportfinans Loans during the Pre-Completion Period or the Post-
Completion Eksportfinans Interest Rate may only be made with the consent of all the Eksportfinans Lenders and the Owner.
(c) An amendment or waiver which relates to a reduction in LIBOR or the Applicable Margin in respect of the KEXIM Loans may only be made with the consent of
all the KEXIM Lenders and the Owner.
(d) An amendment or waiver which relates to a reduction in the Applicable Margin in respect of the Commercial Loans may only be made with the consent of all the
Commercial Lenders and the Owner.
(e) A Fee Letter may be amended or waived with the agreement of each Administrative Party or, as the case may be, Mandated Lead Arranger that is party to that Fee
Letter and the Owner.
26.3 Change of currency
26.4 Waivers and remedies cumulative
(a) may be exercised as often as necessary;
(b) are cumulative and not exclusive of its rights under the general law; and
(c) may be waived only in writing and specifically.
27. CHANGES TO THE PARTIES
27.1 Assignments and transfers by the Owner
27.2 Assignments and transfers by Lenders
(a) Subject to Clause 27.5 but without further cost to the Owner, a Lender (the Existing Lender ) may at any time assign or transfer (including by way of novation)
any of its rights and obligations under this Agreement to any other bank or other financial institution or other entity which is regularly engaged in or established for
the purpose of making, issuing, purchasing or investing in loans, securities and other financial assets (the New Lender ).
(b) Any Eksportfinans Lender may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to GIEK.

116










Transfer Date means, for a Transfer Certificate, the later of:















(c) The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent
must promptly notify the Existing Lender and the New Lender if there are any such requirements.
(d) A transfer of obligations will be effective only if the obligations are novated in accordance with the following provisions of this Clause 27.
(e) On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are
transferred to the New Lender.
(f) Any reference in the Finance Documents to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Finance
Documents.
(g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of this
Clause 27.
(h) Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its equivalent
rights and/or obligations under the Sister Loan Agreement.
27.3 Procedure for transfer by way of novations
(a) In this Clause 27.3:
(i) the proposed Transfer Date specified in that Transfer Certificate; and
(ii) the date on which the Facility Agent executes that Transfer Certificate.
(b) A novation is effected if:
(i) the Existing Lender and the New Lender deliver to the Facility Agent a duly completed Transfer Certificate; and
(ii) the Facility Agent executes it.
(c) On the Transfer Date:
(i) the New Lender will assume the rights and obligations of the Existing Lender expressed to be the subject of the novation in the Transfer
Certificate in substitution for the Lender; and
(ii) the Existing Lender will be released from those obligations and cease to have those rights.
(d) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its
behalf.
(e) The Facility Agent must, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Owner a copy of that Transfer Certificate.

117









and any representations or warranties implied by law are excluded.








If:



then, unless the assignment, transfer or change is made by a Lender to mitigate any circumstances giving rise to a Tax Payment, Increased Cost or a right to be
prepaid and/or cancelled by reason of illegality, the Owner need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to
if no assignment, transfer or change had occurred.



27.4 Limitation of responsibility of Existing Lender
(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the financial condition of the Owner or any other Project Party; or
(ii) the legality, validity, effectiveness, completeness, accuracy, adequacy, enforceability or performance of:
(A) any Finance Document or any other document;
(B) any statement or information (whether written or oral) made in or supplied in connection with any Finance Document; or
(C) any observance by the Owner or Ocean Rig of its obligations under any Finance Document or any other documents,
(b) Each New Lender confirms to the Existing Lender that it:
(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents
(including the financial condition and affairs of the Owner and its related entities, or any other Project Party and the nature and extent of any
recourse against any Party or any other Project Party or its or their assets) in connection with its participation in this Agreement; and
(ii) has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.
(c) Nothing in any Finance Document requires an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by the Owner of its obligations under any Finance Document or
otherwise.
27.5 Costs resulting from change of Lender or Facility Office
(a) a Lender assigns or transfers any of its rights and obligations under the Finance Documents or changes its Facility Office; and
(b) as a result of circumstances existing at the date of the assignment, transfer or change occurs, the Owner would be obliged to pay a Tax Payment or an Increased
Cost,

118


If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent must (in consultation
with the Owner) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank in consultation with the Owner.













However, before a participant may receive any confidential information, it must agree with the relevant Finance Party (for the benefit of each Finance Party and the
Owner) to keep that information confidential on the terms of paragraph (a) above.



A Finance Party may set off any matured obligation owed to it by the Owner under the Finance Documents against any obligation (whether or not matured) owed
by that Finance Party to the Owner, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different
currencies, that Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.



27.6 Changes to the Reference Banks
28. DISCLOSURE OF INFORMATION
(a) Each Finance Party must keep confidential any information supplied to it by or on behalf of the Owner in connection with the Finance Documents. However, a
Finance Party is entitled to disclose information:
(i) which is publicly available, other than as a result of a breach by that Finance Party of this Clause 28;
(ii) in connection with any legal or arbitration proceedings;
(iii) if required to do so under any Applicable Law;
(iv) to a governmental, banking, taxation or other regulatory authority;
(v) to its professional advisers;
(vi) to the extent allowed under paragraph (b) below; or
(vii) with the agreement of the Owner.
(b) A Finance Party may disclose to an Affiliate or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement in
relation to this Agreement (a participant ):
(i) a copy of any Finance Document; and
(ii) any information which that Finance Party has acquired under or in connection with any Finance Document.
(c) This Clause 28 supersedes any previous confidentiality undertaking given by a Finance Party in connection with this Agreement prior to it becoming a Party.
29. SET-OFF

119





If any amount owing by the Owner under this Agreement to a Finance Party (the recovering Finance Party ) is discharged by payment, set-off or any other
manner other than through the Facility Agent under this Agreement (a recovery ), then:











each Finance Party must reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party, together with interest
for the period while it held the redistribution. In this event, the subrogation in paragraph (b) above will operate in reverse to the extent of the reimbursement.


Notwithstanding any other term of this Clause 30, a recovering Finance Party need not pay a redistribution to the extent that:





30. PRO RATA SHARING
30.1 Redistribution
(a) the recovering Finance Party must, within three Business Days, supply details of the recovery to the Facility Agent;
(b) the Facility Agent must calculate whether the recovery is in excess of the amount which the recovering Finance Party would have received if the recovery had been
received by the Facility Agent under this Agreement; and
(c) the recovering Finance Party must pay to the Facility Agent an amount equal to such excess (the redistribution).
30.2 Effect of redistribution
(a) The Facility Agent must treat a redistribution as if it were a payment by the Owner under this Agreement and distribute it among the Finance Parties, other than the
recovering Finance Party, accordingly.
(b) When the Facility Agent makes a distribution under paragraph (a) above, the recovering Finance Party will be subrogated to the rights of the Lenders which have
shared in that redistribution.
(c) If and to the extent that the recovering Finance Party is not able to rely on any rights of subrogation under paragraph (b) above, the Owner will owe the recovering
Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged.
(d) If:
(i) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to the Owner; and
(ii) the recovering Finance Party has paid a redistribution in relation to that recovery,
30.3 Exceptions
(a) it would not, after the payment, have a valid claim against the Owner in the amount of the redistribution; or
(b) it would be sharing with another Lender any amount which the recovering Finance Party has received or recovered as a result of legal or arbitration proceedings,
where:

120





If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect:




Each Finance Document may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of
the Finance Document.













(i) the recovering Finance Party notified the Facility Agent of those proceedings; and
(ii) the other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration
proceedings as soon as reasonably practicable after receiving notice of them.
31. SEVERABILITY
(a) the legality, validity or enforceability in that jurisdiction of any other term of the Finance Documents; or
(b) the legality, validity or enforceability in other jurisdictions of that or any other term of the Finance Documents.
32. COUNTERPARTS
33. NOTICES
33.1 In writing
(a) Any communication in connection with a Finance Document must be in writing and, unless otherwise stated, may be given:
(i) in person, by post or fax; or
(ii) to the extent agreed by the Parties making and receiving the communication, by e-mail or other electronic communication.
(b) For the purpose of the Finance Documents, an electronic communication will be treated as being in writing.
(c) Unless it is agreed to the contrary, any consent or agreement required under a Finance Document must be given in writing.
33.2 Contact details
(a) Except as provided below, the contact details of each Party for all communications in connection with the Finance Documents are those notified by that Party for
this purpose to the Facility Agent on or before the date it becomes a Party.
(b) The contact details of the Owner for this purpose are:
Address: c/o Ocean Rig UDW Inc.
2nd Floor 20 Skopa Street Nicosia
Cyprus Greece

121

















All communications under the Finance Documents to or from the Owner must be sent through the Facility Agent.



Fax number: +30 2108090275
Attention: Mr Savvas D Georghiades
(c) The contact details of the Facility Agent for this purpose are:
Address: 2, Boulevard Konrad Adenauer L- 1115 Luxembourg
Fax number: +352 421 22659/552
E-mail: banu.ozkutan@db.com / franz-josef.ewerhardy@db.com
Attention: Banu Ozkutan /Franz-Josef Ewerhardy, International Loans and Agency Services
(d) The contact details of the Security Trustee for this purpose are:
Address: c/o Deutsche Bank Luxembourg S.A.
2, Boulevard Konrad Adenauer L- 1115 Luxembourg
Fax number: +352 421 22659/552
E-mail: banu.ozkutan@db.com / franz-josef.ewerhardy@db.com
Attention: Banu Ozkutan / Franz-Josef Ewerhardy, International Loans and Agency Services
(e) A Party may change its contact details by giving five Business Days' notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.
(f) Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department
or officer.
33.3 Effectiveness
(a) Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:
(i) if delivered in person, at the time of delivery;
(ii) if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; and
(iii) if by fax, when received in legible form.
(b) A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed to be
given on the next working day in that place.
(c) A communication to the Facility Agent will only be effective on actual receipt by it.
33.4 The Owner

122



This Agreement and the other Finance Documents entered into pursuant to this Agreement contain the whole agreement between the parties relating to the
transactions contemplated by this Agreement and supersede all previous agreements between the parties relating to such transactions.







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











1 Katherine's Way, London, E1W 1AY (attn: Mr. Michael Volikas) as its agent under the Finance Documents for service of process in any proceedings before the
English courts in connection with any Finance Document.



33.5 Entire Agreement
34. LANGUAGE
(a) Any notice given in connection with a Finance Document must be in English.
(b) Any other document provided in connection with a Finance Document must be:
(i) in English; or
(ii) (unless the Facility Agent otherwise agrees) accompanied by a certified English translation. In this case, the English translation prevails unless
the document is a statutory or other official document.
35. GOVERNING LAW
36. ENFORCEMENT
36.1 Jurisdiction
(a) The English courts have jurisdiction to settle any dispute in connection with any Finance Document or any non-contractual obligations in connection with them,
and the parties irrevocably submit to the jurisdiction of the Courts of England and Wales, including in connection with any dispute relating to any non-contractual
obligations arising out of or in connection with any Finance Document.
(b) The English courts are the most appropriate and convenient courts to settle any such dispute in connection with any Finance Document. The Owner agrees not to
argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with any
Finance Document.
(c) This Clause 36 is for the benefit of the Lenders and the Administrative Parties only. To the extent allowed by law, the Lenders and the Administrative Parties may
take:
(i) proceedings in any other court; and
(ii) concurrent proceedings in any number of jurisdictions.
(d) References in this Clause to a dispute in connection with a Finance Document include any dispute as to the existence, validity or termination of that Finance
Document.
36.2 Service of process
(a) The Owner irrevocably appoints Ince Process Agents Ltd of International House, 5th Floor,

123











THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.



(b) If any person appointed as process agent under this Clause is unable for any reason to act as agent for service of process, the Owner must forthwith (and in any
event within five (5) days of the event taking place) appoint another agent on terms acceptable to the Facility Agent (acting reasonably). Failing this, the Facility
Agent may appoint another process agent for this purpose.
(c) The Owner agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
(d) This Clause 36 does not affect any other method of service allowed by law.
36.3 Waiver of immunity
The Owner irrevocably and unconditionally:
(a) agrees not to claim any immunity from proceedings brought by a Finance Party against it in relation to a Finance Document and to ensure that no such claim is
made on its behalf;
(b) consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and
(c) waives all rights of immunity in respect of it or its assets.

124

SCHEDULE 1

ORIGINAL LENDERS





Commitments
Eksportfinans
Commitments (US$)
KEXIM
Commitments (US$)
Commercial
Commitments (US$)

Eksportfinans Lenders:

Eksportfinans ASA 250,000,000

KEXIM Lenders

Export - Import Bank of Korea 150,000,000
Deutsche Bank AG, London Branch 12,500,000

Commercial Lenders:

Deutsche Bank AG, London Branch 25.0.000

DVB Bank N.V., Nordic Branch 30.0.000

Helaba Landesbank Hessen- Thuringen Girozentrale, New
York Branch

27,500,000

125

SCHEDULE 2

CONDITIONS PRECEDENT PART 1 INCIDENTAL COSTS LOAN
















1. An up to date certificate of goodstanding of the Owner, the Parent and the Parent Shareholder dated no more than two Business Days prior to the first Utilisation
Date and a certified copy of the certificate of incorporation and constitutional documents of each.
2. A certified copy of a resolution of the board of directors of the Owner, the Parent and the Parent Shareholder:
(a) approving the terms of, and the transactions contemplated by, each Finance Document to which it is a party and resolving that it executes each such
Finance Document then to be executed;
(b) authorising a specified person or persons to execute each Finance Document on its behalf to which it is a party, then to be executed; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under
or in connection with each Finance Document then to be executed.
3. A specimen of the signature of each person authorised by the resolutions referred to in 2 above.
4. An original of each of the following documents, notarised, legalised and/or apostilled as necessary, duly executed by the parties to it:
(a) each Finance Document (save for those Finance Documents listed in paragraph 8 of Part 2 of this Schedule, paragraph 9 of Part 3 of this Schedule and in
paragraphs 2 and 13 of Part 5 of this Schedule) including each Swap Agreement.
(b) each Sister Finance Document (save for those Sister Finance Documents listed in paragraph 8 of schedule 2, part 2 of the Sister Loan Agreement,
paragraph 9 of schedule 2, part 3 of the Sister Loan Agreement and paragraphs 2 and 13 of schedule 2, part 5 of the Sister Loan Agreement);
(c) the GIEK Guarantee issued in favour of the Eksportfinans Lenders; and
(d) any mandate or similar document, to be entered into by the Owner with the Account Bank.
5. A certified copy of each Related Contract (other than any Drilling Charter, Charterer Parent Guarantee, the Management Agreement and Obligatory Insurances).
6. Duly executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within five (5) Business Days)
of all notices of assignment required to be served under each Security Document and duly executed originals (or, if originals are not available, fax/pdf copies with
originals to follow as soon as possible and in any event within one (1) month) of the acknowledgements thereof (but not including the notices and

126

acknowledgements to be served under the Charter Assignment or the Delivery General Assignment), notarised, legalised and/or apostilled, as required.


















7. A letter from Ince Process Agents Ltd., agreeing to its appointment as process agent for the Owner under the Finance Documents.
8. A legal opinion of Allen & Overy LLP, London, English legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.
9. A legal opinion of Woo, Yun, Kang, Jeong Han, Korean legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.
10. A legal opinion of Seward & Kissel LLP, Marshall Islands legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.
11. A legal opinion of Pologiorgis, Babalis, Panselinos, Troullinos, Mavrou Law Offices, Greek legal advisers to the Lenders, addressed to the Facility Agent as agent
for and on behalf of itself and the Lenders.
12. Evidence that all fees (including all fees payable on or at the first Utilisation Date under the Fee Letters and legal costs) and reasonable out-of-pocket expenses then
due and payable from the Owner under the Finance Documents have been or will be paid by the first Utilisation Date or other drawdown as part of the Incidental
Costs Loan.
13. Evidence that each Owner Account has been opened in accordance with the Finance Documents.
14. Detailed construction, operating and maintenance cost budget, the total Vessel capex plan including the construction schedule, and pro-forma financial projections
prepared by the Owner with respect to the project the subject of the Related Contracts in form and substance satisfactory to the Lenders.
15. Opinion and report by Marsh that all Construction Insurances are in acceptable form and amount and placed with acceptable underwriters, and such opinion, report
and insurance is acceptable to the Facility Agent.
16. Confirmation from the Builder that the Owner has paid it in aggregate an amount equal to at least the Initial Equity Contribution and confirmation from the
Account Bank or, as the case may be, the Equity Account Bank that the Owner has paid:
(a) any Balancing Equity Contribution into the Proceeds Account; and
(b) the Equity Collateral to be paid under the terms of this Agreement on or by the Incidental Costs Loan Utilisation Date into the Equity Account.
17. Evidence that all Transaction Authorisations required by the Owner to perform its obligations under the Transaction Documents have been obtained or will, at the
appropriate time, be obtained.
18. Certificate from the Owner confirming that there are no material disputes with the Builder and confirmation from the same that there have been no amendments or
variations to the Shipbuilding Contract or the Other Shipbuilding Contract other than amendments disclosed and agreed in writing prior to the date hereof or
permitted under the terms of this Agreement.
19. Confirmation from the Lenders that they have satisfied their "know your customer" requirements in respect of the relevant parties to the Transaction Documents.

127











In this Schedule 1 "certified copy" means a copy certified by an officer of the Owner as being true, complete and up to date.



20. A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Incidental Costs Loan Utilisation Date.
21. Original Share Certificates of each of the Owner and the Parent in relation to the Share Charge.
22. Executed blank share transfer forms in relation to the Share Charge.
23. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
24. A legal opinion of Allen & Overy LLP, English legal advisers to GIEK, addressed to Eksportfinans and concerning certain provisions of the GIEK Guarantee.
25. Completion of each Lender's legal, technical, environmental, financial, tax and insurance due diligence with regard to the project, including, among others, review
of all Related Contracts and receipt of appropriate internal credit approvals by such Lender.
26. Receipt by the Kexim Lenders of the Kexim Guarantee and evidence that any special conditions required by Kexim in connection with the Facility have been met.
27. A duly signed syndication letter between GIEK, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch.

128

PART 2

INSTALMENT LOAN 1















1. Refresh certificates, update report or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to
in Part 1 of this Schedule at paragraphs 1, 2, 3, 17 and 18.
2. Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14.
3. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution; and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B) in respect of the Instalment Loan 1.
4. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 1 Utilisation Date.
5. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
6. Evidence from the Equity Account Bank that the sum of U.S.$90,000,000 has been placed in the Equity Account.
7. A certified copy of the Management Agreement.
8. An original of the Management Agreement Assignment, notarised, legalised and/or apostillised as necessary, duly executed by the parties to it together with duly
executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within five (5) Business Days) of
the notice of assignment to the Manager and a duly executed original (or, if originals are not available, fax/pdf copies with originals to follows as soon as possible
and in any event within one (1) month) of the acknowledgement from the Manager, notarised, legalised and/or apostillised, as required.
9. A legal opinion of Simonsen Advokatfirma, Norwegian legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.
10. A legal opinion of Allen & Overy LLP, London, English legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.

129

PART 2

INSTALMENT LOAN 1













1. Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this
Schedule at paragraphs 1, 2, 3, 17 and 18, in the case of Ocean Rig of continued compliance with the conditions precedent referred to in Schedule 2 to the
Amendment and Restatement Agreement at paragraph 3.
2. Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14, and certificate from the Classification Society verifying
that the construction milestones for the Instalment Loan 2 Utilisation Date specified under Clause 16.29 (Construction Milestones) has been met.
3. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution; and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Instalment Loan 2.
4. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
5. A certified copy of each of the Petrobras Brasil Charter and the Services Contract each duly executed..
6. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 2 Utilisation Date or, if the
Instalment Loan is to be used to refinance the Instalment, the invoice issued by the Builder in relation to the Instalment referred to in Article II paragraph 4(c) of the
Shipbuilding Contract together with evidence in writing that the Owner has paid the relevant Instalment to the Builder.
7. If the Vessel and Sister Vessel Drilling Charter Date has occurred, evidence from the Equity Account Bank that the required Equity Collateral has been placed in
the Equity Account in accordance with Clause 12.2(a)(iii)(C).
8. If the Vessel and Sister Vessel Drilling Charter Date has occurred, evidence from the Account Bank that the amount of US$25,000,000 has been paid into the Debt
Service Reserve Account in accordance with Clause 12.8(a).

130

PART 2

INSTALMENT LOAN 1












1. Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this
Schedule at paragraphs 1, 2, 3, 17 and 18, in the case of Ocean Rig of continued compliance with the conditions precedent referred to in Schedule 2 to the
Amendment and Restatement Agreement at paragraph 3.
2. Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14 and a certificate from the Classification Society verifying
that the construction milestones for the Instalment Loan 3 Utilisation Date specified under Clause 16.29 (Construction Milestones) has been met.
3. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution; and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Instalment Loan 3.
4. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
5. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 3 Utilisation Date or, if the
Instalment Loan is to be used to refinance the Instalment, the invoice issued by the Builder in relation to the Instalment referred to in Article II paragraph 4(d) of
the Shipbuilding Contract together with evidence in writing that the Owner has paid the relevant Instalment to the Builder.

131

PART 5

INSTALMENT LOAN 1





















1. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Delivery Loan Utilisation Date.
2. A duly executed original of the Delivery General Assignment and the Mortgage.
3. A duly executed Power of Attorney in respect of the Mortgage.
4. A legal opinion from Allen & Overy LLP, London, English legal advisers to the Lenders, in respect of the Delivery General Assignment.
5. A legal opinion from Seward & Kissel, Marshall Islands legal adviser to the Lenders, in respect of the Delivery General Assignment and the Mortgage.
6. A legal opinion of Brazilian counsel approved by the Facility Agent in relation to Petrobras Brasil's due execution of the Petrobras Brasil Charter and Services
Contract.
7. A transcript of the Marshall Islands Ship Registry showing that:
(a) the Mortgage has been duly recorded in the Marshall Islands and constitutes a first priority security interest over the Vessel and that all taxes and fees
payable to the Marshall Islands Registrar of Shipping in respect of the Vessel have been paid in full; and
(b) the Vessel is provisionally registered in the name of the Owner as a fully completed Marshall Islands ship free of all Security Interests other than
Permitted Liens.
8. Copies of such other documents and/or legal opinions which, based on legal advice received from the relevant advisers referred to in this Agreement and which are
reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on the Delivery
Loan Utilisation Date.
9. A certified copy of:
(a) a final classification certificate from the Classification Society in respect of the Vessel showing the Vessel to be in class without recommendation,
condition or qualification (other than any immaterial recommendations, conditions or qualifications that are capable of rectification within 12 months or
such shorter period as is required by the Classification Society) or, in the event that this is not available, a faxed copy with a certified copy to follow as
soon as practicable after the Delivery Date;
(b) a valid Interim Safety Management Certificate;
(c) a valid Document of Compliance; and
(d) a valid International Ship Security Certificate.
10. Confirmation acceptable to the Facility Agent (such acceptance not to be unreasonably withheld or delayed) that the Owner will accept the Vessel pursuant to the
terms of the Shipbuilding Contract and execute a protocol of delivery and acceptance.

132



















11. A certified copy of the commercial invoice in respect of the Vessel.
12. A certified copy of the Builder's certificate in respect of the Vessel.
13. Duly executed and, where necessary, notarised, legalised and/or apostilled notices of assignment of the Obligatory Insurances in respect of the Vessel duly
executed by the Owner substantially in the form provided for in the Delivery General Assignment and all confirmations and acknowledgements required in
accordance with the terms of the Delivery General Assignment.
14. Confirmation from the Facility Agent of its satisfaction with a final insurance report prepared by Marsh, or such other insurance adviser appointed by the Facility
Agent and fax confirmations from each broker (if applicable), insurer and club concerned with the Obligatory Insurances that the insurances meet the requirements
set out in Clause 17.1 including the insurances referred to in Clause 17.1(e), will be effective from the actual delivery of the Vessel and are consistent with the
requirements of the Drilling Charter.
15. Duly executed letters of undertaking substantially in the form provided in the Delivery General Assignment from, inter alios , the approved brokers (if applicable),
insurer and club concerned with the Obligatory Insurances.
16. The Annual Budget of the Owner in agreed form and approved by the Lenders, for the year from the date of payment of the Delivery Loan falls.
17. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution required under Clause 12.2(a)(i); and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Delivery Loan.
18. A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Delivery Loan Utilisation Date.
19. Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this
Schedule at paragraphs 1, 2, 3, 19, 20 and 22.
20. Evidence that the Required DSRA Balance has been or will immediately after the drawing of the Delivery Loan be credited to the balance of the Debt Service
Reserve Account.
21. Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 22, and a draft technical memorandum issued by the
Technical Adviser covering the relevant Workscope, to be achieved by the Delivery Loan Utilisation Date and confirming that the construction milestones specified
under Clause 16.29 (Construction Milestones) has been met.
22. Evidence that the Owner's equity in the Vessel is not less than 30% of the total Vessel Cost.
23. Evidence that the project the subject of the Related Contracts, has sufficient ongoing maintenance opex and working capital requirements, and evidence in the form
of reserves, if necessary, that the Owner will be able to meet these ongoing requirements.

133







24. Confirmation from the Owner and the Facility Agent (acting on behalf of each of the Lenders) of their satisfactory due diligence on the Charterer's and the Lenders'
withholding tax and the Owner's withholding tax and corporation tax exposure, if any.
25. Provision of a tax opinion from the Owner's tax advisers (which may be disclosed to the Finance Parties) in respect of potential withholding and income tax
payable under the Transaction Documents in form and substance satisfactory to each of the Finance Parties.
26. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.

134

SCHEDULE 3

FORM OF REQUEST
INCIDENTAL VESSEL COSTS LOAN









1. A copy of any and all invoices in respect of approved Incidental Vessel Costs payable by the Owner on or immediately following the proposed Utilisation Date for
the requested Incidental Vessel Costs Loan.
2. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution; and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the relevant Incidental Vessel Costs Loan.

135

Part 6



Date: [ ]

Credit Agreement dated [ ] 2008 (the Credit Agreement)





Incidental Costs Loan/Instalment Loan 1/Instalment Loan 2/Instalment Loan 3/Incidental Vessel Costs Loan/Delivery Loan1

Amount payable to the Builder towards the Instalment under the Shipbuilding Contract: US$[ ]

+[Amount payable to the Debt Service Reserve Account: US$[Required DSRA Balance]

[Amount payable in respect of Incidental Vessel Costs as set out below (as supported by the relevant attached invoices):

[Amount payable in respect of Incidental Loan Costs as set out below:]





[to include provisions that:






1Delete as appropriate + Delivery Loan only


To: Deutsche Bank Luxembourg S.A. as Facility Agent
From: Drillship Skopelos Owners Inc.
1. We refer to the Credit Agreement. This is a Request. Terms defined in the Credit Agreement shall have the same meaning when used in this Request.
2. We wish to borrow a Loan from you as follows:
(a) Utilisation Date: [ ]
(b) Amount: US$[ ]
(c) Details of item: US$[ ]
(d) Details of item: US$[ ]]
(e) Total drawdown: US$[ ]
3. Our payment instructions are:
(a) amount of Loan in respect of Instalment payable under the Shipbuilding Contract to be payable to the Builder's account [set out account details];
(b) [Required DSRA Balance to be credited to the Debt Service Reserve Account;
(c) Incidental Loan Costs to be credited to the Facility Agent's nominated account; and

136

SCHEDULE 3

FORM OF REQUEST




(d) Incidental Vessel Costs to be credited to [the Owner's: current account for forward payment to] the relevant payee account indicated in invoice

137







is attached to this Request.]

By: DRILLSHIP SKOPELOS OWNERS INC.



Authorised Signatory



4. We confirm that each condition precedent under the Credit Agreement which must be satisfied on the date of this Request is so satisfied and that the
Repeating Representation are true and correct with reference to the facts and circumstances now subsisting.
5. This Request is irrevocable.
6. If applicable, a copy of:
(a) [the relevant invoice from the Builder the final stage certificate signed by the Builder and us; and
(b) the relevant invoices in respect of the Incidental Vessel Costs,

138

SCHEDULE 4

FORM OF TRANSFER CERTIFICATE



Date: [ ]
Credit Agreement dated [ ] (the Credit Agreement)

We refer to Clause 27.3 (Procedure for transfer by way of novations) of the Credit Agreement. Terms defined in the Credit Agreement shall have the same meaning
when used in this Novation Certificate.







To: DRILLSHIP SKOPELOS OWNERS INC.
From: [THE EXISTING LENDER] and [THE NEW LENDER]
1. We [ ] (the Existing Lender ) and [ ] (the New Lender ) agree to the Existing Lender and the New Lender novating all the Existing Lender's rights and
obligations referred to in the Schedule in accordance with Clause 27.3 (Procedure for transfer by way of novations) of the Credit Agreement.
2. The specified date for the purposes of Clause 27.3(a) of the Credit Agreement is [date of novation] ,
3. The Facility Office and address for notices of the New Lender for the purposes of Clause 33.2 (Contact details) of the Credit Agreement are set out in the Schedule
attached to this Certificate.
4. This Novation Certificate is governed by English law.

139

THE SCHEDULE



Rights and obligations to be novated

[Choose either of the following options:]



[New Bank]

[Facility Office Address for notices]



(a) All of the rights and obligations of the Existing Lender in respect of the Facility - principal amount US$[ ].
(b) The principal amount of US$[ ] in respect of each of the Loans and all the rights and obligations attached to the same - total principal amount US$[ ].
[Existing Lender] [New Lender]
By: By:
Date: Date:

The Transfer Date is confirmed by the Facility Agent as [ ].
[ ]

By:


140

SCHEDULE 5

LOAN REPAYMENT SCHEDULE








Date Repayment
1 31 May 2012 US$27,500,000
2 30 November 2012 US$27,500,000
3 31 May 2013 US$27,500,000
4 30 November 2013 US$27,500,000
5 31 May 2014 US$27,500,000
6 30 November 2014 US$27,500,000
7 31 May 2015 US$27,500,000
8 30 November 2015 US$27,500,000
9 31 May 2016 US$27,500,000
10 30 November 2016 US$27,500,000
11 31 May 2017 US$27,500,000
12 30 November 2017 US$27,500,000
13 31 May 2018 US$27,500,000
14 30 November 2018 US$27,500,000
15 31 May 2019 US$27,500,000
16 30 November 2019 US$27,500,000
17 31 May 2020 US$27,500,000
18 30 November 2020 US$27,500,000

141



SCHEDULE 6

CALCULATION CERTIFICATE To: Deutsche Bank Luxembourg S.A

as Facility Agent


Drillship Skopelos Owners Inc. Credit Agreement dated [ ] (the Credit Agreement)




Relevant figures for Calculation Period US $

Gross Revenues received

Operating Expenses payable

Financing Costs accrued

Financing Principal payable

CAPEX payable

Yours faithfully,

[Senior Officer]



From: Drillship Skopelos Owners Inc.
1. Terms defined in the Credit Agreement have the same meaning in this Certificate.
2. We hereby certify that [no Default or Mandatory Termination Event has occurred and is continuing or is outstanding] [a Default/Mandatory Prepayment Event
under Clause [ ] of [specify document] is outstanding] and the following steps are being taken to remedy it [ ].
3. With respect to the Calculation Period ending on [ insert Repayment Date ] the Debt Service Ratio was [] calculated on the basis of the figures in the table below.

142

SCHEDULE 5

INCIDENTAL VESSEL COSTS






1. Costs and expenses under the Management Agreement incurred in the Pre-Completion Period in accordance with the Approved Budget attached as Appendix 1 up
to US$34,100,000.
2. Initial Debt Service Reserve Contribution up to US$25,000,000.

143


SCHEDULE 5

CALCULATION OF THE MANDATORY COST













where on the day of application of the formula, E is calculated by the Facility Agent as being the average of the rates of charge under the fees rules supplied by the
Reference Banks to the Facility Agent under paragraph (d) below and expressed in pounds per 1 million.








1. General
(a) The Mandatory Cost is to compensate a Lender for the cost of compliance with:
(i) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces any of its
functions); or
(ii) the requirements of the European Central Bank.
(b) The Mandatory Cost is expressed as a percentage rate per annum.
(c) The Mandatory Cost is the weighted average (weighted in proportion to the percentage share of each Lender in the relevant Loan) of the rates for the Lenders
calculated by the Facility Agent in accordance with this Schedule on the first day of a Term (or as soon as possible after then).
(d) The Facility Agent must distribute each amount of Mandatory Cost among the Lenders on the basis of the rate for each Lender.
(e) Any determination by the Facility Agent pursuant to this Schedule will be, in the absence of manifest error, conclusive and binding on all the Parties.
2. For a Lender lending from a Facility Office in the U.K.
(a) The relevant rate for a Lender lending from a Facility Office in the U.K. is calculated in accordance with the following formula:
E x 0.01
0
,
% per annum
300
(b) For the purposes of this paragraph 2:
(i) fees rules means the then current rules on periodic fees in the Supervision Manual of the FSA Handbook or any other law or regulation as may then be in
force for the payment of fees for the acceptance of deposits;
(ii) fee tariffs means the fee tariffs specified in the fees rules under fee-block Category Al (Deposit acceptors) (ignoring any minimum fee or zero rated fee
required pursuant to the fees rules but applying any applicable discount rate); and
(iii) tariff base has the meaning given to it in, and will be calculated in accordance with, the fees rules.
(c) Each rate calculated in accordance with the formula is, if necessary, rounded upward to four decimal places.

144






Each Lender must promptly notify the Facility Agent of any change to the information supplied to it under this paragraph.













(d) If requested by the Facility Agent, each Reference Bank must, as soon as practicable after publication by the Financial Services Authority, supply to the Facility
Agent the rate of charge payable by that Reference Bank to the Financial Services Authority under the fees rules for that financial year of the Financial Services
Authority (calculated by that Reference Bank as being the average of the fee tariffs applicable to that Reference Bank for that financial year) and expressed in
pounds per 1 million of the tariff base of that Reference Bank.
(e) Each Lender must supply to the Facility Agent the information required by it to make a calculation of the rate for that Lender. In particular, each Lender must
supply the following information on or prior to the date on which it becomes a Lender:
(i) the jurisdiction of its Facility Office; and
(ii) any other information that the Facility Agent reasonably requires for that purpose.
(f) The rates of charge of each Reference Bank for the purpose of E above are determined by the Facility Agent based upon the information supplied to it under
paragraphs (d) and (e) above. Unless a Lender notifies the Facility Agent to the contrary, the Facility Agent may assume that the Lender's obligations in respect of
cash ratio deposits and special deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the U.K.
(g) The Facility Agent has no liability to any Party if its calculation over or under compensates any Lender. The Facility Agent is entitled to assume that the
information provided by any Lender or Reference Bank under this Schedule is true and correct in all respects.
3. For a Lender lending from a Facility Office in a Participating Member State
(a) The relevant rate for a Lender lending from a Facility Office in a Participating Member State is the percentage rate per annum notified by that Lender to the Facility
Agent. This percentage rate per annum must be certified by that Lender in its notice to the Facility Agent as its reasonable determination of the cost (expressed as a
percentage of that Lender's share in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank
in respect of Loans made from that Facility Office.
(b) If a Lender fails to specify a rate under paragraph (a) above, the Facility Agent will assume that the Lender has not incurred any such cost.
4. Changes
(a) The Facility Agent may, after consultation with the Owner and the Lenders, determine and notify all the Parties of any amendment to this Schedule which is
required to reflect:
(i) any change in law or regulation; or
(ii) any requirement imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any successor
authority).
(b) If the Facility Agent, after consultation with the Owner, determines that the Mandatory Cost for a Lender lending from a Facility Office in the U.K. can be
calculated by reference to a screen, the Facility Agent may notify all the Parties of any amendment to this Agreement which is required to reflect this.

145






146







APPENDIX 4
APPROVED BUDGET

147






148

SIGNATORIES

DRILLSHIP SKOPELOS OWNERS INC. - CREDIT FACILITY AGREEMENT

Owner

SIGNED by
as attorney for
DRILLSHIP SKOPELOS OWNERS INC.
in the presence of:

Witness:





The Bookrunner and Mandated Lead Arranger

By:

as authorised signatory for
DEUTSCHE BANK AG, LONDON BRANCH




149

The Facility Agent

By:

as authorised signatory for
DEUTSCHE BANK AG, LONDON BRANCH



By:

as attorney for EKSPORTFINANS ASA



By:
as attorney for
THE EXPORT-IMPORT BANK OF KOREA

By:

as authorised signatory for
DVB BANK N.V., NORDIC BRANCH



By:

as authorised signatory for

HELABA LANDESBANK HESSEN-T^RINGEN GIROZENTRALE, NEW YORK BRANCH The
Swap Banks

By:

as authorised signatory for
DEUTSCHE BANK AG, LONDON BRANCH




150

The Lenders



By:

as attorney for
DEUTSCHE BANK LUXEMBOURG S.A.

The Security Trustee

By:




151

The Facility Agent




as attorney for
DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT








152



Exhibit 4.32

EXECUTION VERSION






CREDIT FACILITY AGREEMENT




18 JULY 2008



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 as most recently amended and
restated on May 2012






ALLEN & OVERY
Allen & Overy LLP




CONTENTS




Clause Page

1. Interpretation 1
2. Facilities 34
3. Conditions Precedent 35
4. Utilisation 37
5. Repayment 41
6. Prepayment and Cancellation 41
7. Interest 46
8. Terms 47
9. Market Disruption 48
10. Taxes 49
11. Increased Costs 51
12. Accounts 53
13. Payments 60
14. Representations and Warranties 62
15. Information Covenants 70
16. General Covenants 75
17. Insurances 93
18. Default 98
19. Security 103
20. The Administrative Parties 104
21. Evidence and Calculations 109
22. Fees 109
23. Indemnities and Break Costs 110
24. Expenses 113
25. Waiver of Consequential Damages 114
26. Amendments and Waivers 114
27. Changes to the Parties 116
28. Disclosure of Information 118
29. Set-Off 119
30. Pro Rata Sharing 119
31. Severability 120
32. Counterparts 120
33. Notices 121
34. Language 122
35. Governing Law 123
36. Enforcement 123






Appendix





Schedule Page

1. Original Lenders 125
2. Conditions Precedent 126
Part 1 Incidental Costs Loan 126
Part 2 Instalment Loan 1 129
Part 3 Instalment Loan 2 130
Part 4 Instalment Loan 3 131
Part 5 Delivery Loan 132
Part 6 Incidental Vessel Costs Loan 135
3. Form of Request 136
4. Form of Transfer Certificate 138
5. Loan Repayment Schedule 140
6. Calculation Certificate 141
7. Incidental Vessel Costs 142
8. Calculation of the Mandatory Cost 143
1. Form of Charter Assignment 146
2. Approved Budget 147
3. Form of Bareboat Charterer Petrobras Charter Assignment 148
4. Form of Management Agreement Assignment Side Letter 149
5. Form of Management Agreement Assignment Agreement 150
6. Form of Petrobras Charter Novation Agreement 151

Signatories 152



THIS AGREEMENT is dated 18 July 2008, as amended and supplemented from time-to-time and as most recently amended and restated on May 2012

BETWEEN:







IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

Account Bank means Deutsche Bank AG (acting through its London branch) or any other bank or financial institution which replaces the Account Bank in accordance
with clause 13 of the DPP.

Account Bank Mandate means, in relation to any Owner Account, the resolutions, instructions and signature authorities relating to such Owner Accounts as will be
agreed by the Account Bank, the Owner and the Security Trustee on or prior to the Utilisation Date for the Incidental Costs Loan, or in relation to the Bareboat
Charterer Accounts the resolutions, instructions and signature authorities relating to such Accounts as will be agreed by the Account Bank, or the Bareboat Charterer as
relevant, and the Security Trustee on or prior to the date of the Petrobras Charter Novation.

Accounts means together:

(a) the Owner Accounts; and

(b) the Bareboat Charterer Accounts.

Act means the Law of Property Act 1925.

Additional Reserve Amount means fifty seven million Dollars (US$ 57,000,000).

Additional Reserve Transfers has the meaning given in Clause 12.4(b) below.



(1) DRILLSHIP KITHIRA OWNERS INC . a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower (the Owner );
(2) DEUTSCHE BANK AG, LONDON BRANCH as bookrunner and mandated lead arranger and bookrunner (in this capacity the Bookrunner and Mandated Lead
Arranger );
(3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Lenders) as original lenders (the Original Lenders );
(4) DEUTSCHE BANK AG, LONDON BRANCH as swap bank (in this capacity a Swap Bank);
(5) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent (in this capacity the Facility Agent ); and
(6) DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT as security trustee (in this capacity the Security Trustee).

1

Administrative Party means the Facility Agent or the Security Trustee.

Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

Agreement means this credit facility agreement, including any schedules or appendices hereto, as amended from time to time.

Amendment and Restatement Agreement means the credit agreement amendment and restatement agreement dated 27 April 2011 between, amongst others, the
Owner, the Lenders, the Facility Agent and the Security Trustee.

Amendment and Restatement Agreement No.2 means the credit agreement amendment and restatement agreement dated 25 August 2011 between, amongst others,
the Owner, the Lenders, the Facility Agent and the Security Trustee. Amendment and Restatement Effective Date No.1 means the date specified as such in the
effective date notice issued pursuant to clause 2(b) of the Amendment and Restatement Agreement.

Amendment and Restatement Effective Date No.2 means the date specified as such in the effective date notice issued pursuant to clause 2(b) of the Amendment and
Restatement Agreement No.2.

Annual Budget means a budget itemising:







in each case of the Owner, and the Bareboat Charterer as relevant, for a financial year of the Owner and the Bareboat Charterer as relevant, agreed by the board of
directors of the Owner and the Bareboat Charterer as relevant, (based on the good faith estimates of the officers of the Owner and the Bareboat Charterer as relevant,
and the Manager) and approved by the Facility Agent in accordance with Clause 15.3 (Annual Budget and reports).

Applicable Law means any or all applicable law (whether civil, criminal or administrative), common law, statute, statutory instrument, treaty, convention, regulation,
directive, by-law, demand, decree, ordinance, injunction, resolution, order, judgment, rule, permit, licence or restriction (in each case having the force of law) and codes
of practice or conduct, circulars and guidance notes generally accepted and applied by the global off-shore oil-rig industry, in each case of any government, quasi-
government, supranational, federal, state or local government, statutory or



(a) during the Pre-Completion Period, the Contract Price, the Incidental Costs, any other costs approved by the Lenders and any other costs and expenses incurred or to be
incurred in relation to the construction of the Vessel and containing sufficient information and details to enable the Equity Collateral to be calculated; and
(b) during the Post-Completion Period:
(i) the anticipated Earnings;
(ii) the anticipated Operating Expenses;
(iii) the anticipated CAPEX Expenses; and
(iv) the anticipated Bareboat Charterer Earnings during the Bareboat Charter Period,

2

regulatory body, court, agency or association relating to all laws, rules, directives and regulations, national or international, public or private in any applicable
jurisdiction from time to time.

Applicable Margin means, in respect of the KEXIM Loans or, as the case may be, the Commercial Loans:



Approved Brokers means R.S. Platou Offshore, ODS Petrodata, H. Clarksons & Co Ltd. and Fearnley Offshore AS, or such other brokers as may be approved by the
Facility Agent and the Owner in writing.

Approved Budget means an Annual Budget approved by the Facility Agent in accordance with Clause 15.3 (Annual Budget and reports), the first such Annual Budget
(covering the PreCompletion Period) being attached as Appendix 2.

Approved Incidental Vessel Costs means the costs of any of the types set out in Schedule 7 up to the amounts for such costs specified in the budget for the project of
constructing the Vessel approved by the Facility Agent.

Availability Period means:








Balancing Equity Contribution means the amount (if positive) at that time equal to:





(a) during the Pre-Completion Period, the Pre-Completion Margin; or
(b) during the Post-Completion Period, the Post-Completion Margin, as the case may be.
(a) for the Incidental Costs Loan, the Incidental Costs Loan Availability Period;
(b) for the Instalment Loan 1, the Instalment Loan 1 Availability Period;
(c) for the Instalment Loan 2, the Instalment Loan 2 Availability Period;
(d) for the Instalment Loan 3, the Instalment Loan 3 Availability Period;
(e) for the Delivery Loan, the period from and including the Utilisation Date for the immediately preceding Loan (if any) to and including the Petrobras
Acceptance Longstop Date;
(f) for the Undrawn Amount Loan, the period from and including the date falling ten (10) Business Days after the Final Completion Date to and including the date
falling thirty (30) Business Days after the Final Completion Date; and
(g) for an Incidental Vessel Costs Loan, the period from and including the date of this Agreement to and including the Final Completion Date.
(a) the aggregate of all costs payable or reasonably expected to be payable by the Owner to the Builder under the Shipbuilding Contract; less
(b) the aggregate of the Expected Contract Price and any Balancing Equity Contributions already paid by the Owner into the Proceeds Account in accordance with
Clause 12.2 (Proceeds Account).

3

Bareboat Charter means the bareboat charter party in respect of the Vessel dated 30 June 2011 between the Owner and the Bareboat Charterer.

Bareboat Charter Assignment means the assignment of the Owner's rights, title and interest in and to the Bareboat Charter between the Owner and the Security
Trustee dated on or about the Amendment and Restatement Effective Date No.2.

Bareboat Charterer means Ocean Rig Poseidon Operations Inc (formerly known as Tanzania Operations Inc.), a company incorporated under the laws of the Marshall
Islands with registered number 47778 and registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960.

Bareboat Charterer Accounts means each of the Bareboat Charterer Proceeds Account, the Bareboat Charterer CAPEX Account and the Bareboat Charterer OPEX
Account.

Bareboat Charterer Accounts Charge Agreement means the charge document to be entered into by the Bareboat Charterer in favour of the Security Trustee on or
about the date of the Amendment and Restatement Effective Date No. 2.

Bareboat Charterer CAPEX Account means the bank account opened in the name of the Bareboat Charterer with the Account Bank and designated "Tanzania
Operations Inc. Bareboat Charterer CAPEX Account".

Bareboat Charterer Earnings means all present and future moneys and claims which are earned by or become payable to or for the account of the Bareboat Charterer
in connection with the operation of the Vessel during the Bareboat Charter Period and including but not limited to:







Bareboat Charterer Earnings Deposit Date means the date of receipt by the Bareboat Charterer of any Bareboat Charterer Earnings or Requisition Compensation into
the Bareboat Charterer Proceeds Account.

Bareboat Charterer Guarantee means the guarantee to be provided by the Bareboat Charterer in favour of the Security Trustee (acting on behalf of the Finance
Parties) in respect of the Owner's obligations under the Finance Documents on or about the date of the Amendment and Restatement Effective Date No. 2.

Bareboat Charterer Insurances Assignment means the assignment by the Bareboat Charterer of its Obligatory Insurances together with all benefits under the
contracts, policies and entries under its



(a) freights, passage and hire moneys (howsoever earned), including, for the avoidance of doubt, charterhire, charterhire performance bonuses and any
mobilisation fees payable under the Petrobras Charter;
(b) remuneration for salvage and towage services;
(c) demurrage and detention moneys;
(d) all moneys and claims in respect of the requisition for hire of the Vessel;
(e) payments received in respect of off-hire insurance; and
(f) any damages for breach or payments for termination of the Petrobras Charter.

4

Obligatory Insurances and all claims in respect of them, together with any and all notices and acknowledgements entered into or to be entered into in connection
therewith, on or about the date of the Amendment and Restatement Effective Date No. 2.

Bareboat Charterer OPEX Account means the bank account opened in the name of the Bareboat Charterer with the Account Bank and designated "Tanzania
Operations Inc. Bareboat Charterer OPEX Account".

Bareboat Charterer Petrobras Charter Assignment means the assignment of earnings in relation to the Petrobras Charter to be granted by the Bareboat Charterer in
favour of the Security Trustee on or about the date of the Petrobras Charter Novation substantially in the form attached at Appendix 3.

Bareboat Charterer Pledge of Shares means the pledge in respect of the issued share capital of the Bareboat Charterer to be granted by the Owner in favour of the
Security Trustee on or about the Amendment and Restatement Effective Date No.2 and most recently amended on the Effective Date.

Bareboat Charterer Proceeds Account means the bank account opened in the name of the Bareboat Charterer with the Account Bank and designated "Tanzania
Operations Inc. Bareboat Charterer Proceeds Account".

Bareboat Charterer Tax means the corporation and remittance Tax due and payable to the Tanzanian Revenue Authority by the Bareboat Charterer on any profits
received by it in the United Republic of Tanzania in accordance with Applicable Law in Tanzania, and in line with the tax opinion dated 28 June 2011 provided by
PricewaterhouseCoopers Limited, Tanzania to Ocean Rig, or as otherwise provided for in the Annual Budget.

Bareboat Charterhire means the amount of charterhire due to the Owner under the Bareboat Charter as specified in clause 6 of the Bareboat Charter, as may be
adjusted from time to time (subject to Clause 16.17(b)(v) below) in accordance with the Bareboat Charter.

Bareboat Charter Period means the period commencing on the occurrence of the Petrobras Charter Novation and ending on the date on or following the expiry of the
Petrobras Charter upon which all amounts due and payable under the Petrobras Charter to the Bareboat Charterer are discharged.

Bareboat Charter Termination Event means:



Basel Accord means the accord on minimum capital requirements for internationally active banks promulgated in 1988 by the Basel Committee on Banking
Supervision as amended prior to the date of this Agreement.



(a) any material breach by the Bareboat Charterer of the terms of the Bareboat Charter, which material breach is not cured by the date which falls 20 days after the
date on which the Facility Agent gives written notice to the Bareboat Charterer of the breach and such breach is not remedied, or otherwise compensated for, in
each case, to the satisfaction of the Majority Lenders within such period or if the matter has been referred to arbitration within that 20 day period, upon the
earlier of a settlement being reached in respect of such arbitration and 15 days after the receipt of the final arbitration award; or
(b) the termination of the Bareboat Charter by the Owner or the Bareboat Charterer for any reason whatsoever.

5

Basel II means the revision to the Basel Accord as contemplated by the revised framework entitled "International Convergence of Capital Measurement and Capital
Standards: a Revised Framework" published by the Basel Committee on Banking Supervision on 26 June 2004, as such revision may be implemented in the United
Kingdom, the EEA and the EU (including, for the avoidance of doubt, by way of changes to the EU Capital Adequacy Directive).

Break Costs has the meaning given to such term in Clause 23.4(b) (Break Costs) or, in respect of an Eksportfinans Lender, Clause 23.4(c) (Break Costs), or in respect
of any Swap Bank, Clause 23.4(d) (Break Costs).

Builder means Samsung Heavy Industries Co., Ltd., a corporation incorporated in the Republic of Korea with registered address at 34th Floor, Samsung Life Insurance
Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London, Luxembourg, Athens, Seoul, Oslo and New
York.

Calculation Certificate means the calculation certificate referred to in Clause 15.11 (Calculation Certificate) in the form set out in Schedule 6 (Calculation Certificate).

Calculation Period means:



CAPEX Account means the bank account opened in the name of the Owner with the Account Bank and designated "Kithira CAPEX Account".

CAPEX Expenses means capital expenses incurred by the Owner prior to, and following the end of, the Bareboat Charter Period, or by the Bareboat Charterer during
the Bareboat Charter Period in respect of the continued maintenance and operation of the Vessel, including modifications required to be made to the Vessel by the
Classification Society or as required by Applicable Law.

Charter Assignment means, in respect of a Drilling Charter, the security agreement entered or to be entered into substantially in the form attached at Appendix 1
(Form of Charter Assignment) from the Owner, or other counterparty to the Charterer under the Drilling Charter, to the Security Trustee in respect of:



Charter Termination Event means:




(a) the period from (and including) the Final Completion Date of the Vessel to (and excluding) the first Repayment Date; and
(b) each subsequent period from (and including) a Repayment Date to (and excluding) the next Repayment Date or, as the case may be, the Final Maturity Date.
(a) its rights under that Drilling Charter; and
(b) its rights under any applicable Charterer Parent Guarantee.
(a) any material breach by the Charterer of the terms of a Drilling Charter or, as applicable, by the Charterer Parent of the terms of a Charter Parent Guarantee
which material breach is not cured by the date which falls 20 days after the date on which the Facility Agent gives written notice to the Owner of the breach
and such breach is not remedied, or otherwise compensated for, in each case, to the satisfaction of the Majority Lenders within such period

6

or if the matter has been referred to arbitration within that 20 day period, upon the earlier of a settlement being reached in respect of such arbitration and 15
days after the receipt of the final arbitration award; or



Charterer means any approved charterer of the Vessel under and in accordance with Clause 16.22 (Charters) or any replacement of such charterer in accordance with
Clause 16.22(c) (Charters).

Charterer Parent means any person who as contemplated by Clause 16.22 (Charters) provides a guarantee to the Owner in respect of a Charterer's obligations under a
Drilling Charter.

Charterer Parent Guarantee means a guarantee, if any, from the Charterer Parent in form and substance satisfactory to the Facility Agent (acting on the instructions
of the Majority Lenders) in favour of the Owner, or other counterparty to the Charterer under the Drilling Charter, in respect of the Charterer's obligations under a
Drilling Charter.

Classification Society means American Bureau of Shipping or such other classification society approved in writing by the Facility Agent (acting on the instructions of
the Majority Lenders).

Commercial Lenders means the lenders detailed in Schedule 1 as Commercial Lenders together with any New Lenders in respect of a Commercial Loan.

Commercial Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the Commercial Lenders.

Commitment means:



Confirmatory Charge means the confirmatory charge dated 27 April 2011 entered into by the Owner, the Parent, the Parent Shareholder, Ocean Rig and the Security
Trustee relating to the Swap Agreement Assignment, the General Assignment, the Share Charge, the Owner Accounts Charge Agreement, the Management Agreement
Assignment and the Floating Charge.

Confirmatory Charge No.2 means the confirmatory charge entered into on or about the date of the Amendment and Restatement Effective Date No.2, by the Owner,
the Parent, the Parent Shareholder, Ocean Rig and the Security Trustee relating to the Swap Agreement Assignment, the General Assignment, the Share Charge, the
Owner Accounts Charge Agreement, the Management Agreement Assignment, the Floating Charge, the Confirmatory Charge.



(b) the termination of a Drilling Charter by the Owner or the Charterer; or
(c) the termination of the Petrobras Charter by either Ocean Rig prior to, or the Bareboat Charterer during, the Bareboat Charter Period, or at any time by
Petrobras Tanzania for any reason.
(a) for an Original Lender, the amount set opposite its name in Schedule 1 (Original Lenders) under the heading "Commitments" and the amount of any other
Commitment it acquires; and
(b) for any other Lender, the amount of any other Commitment it acquires, to the extent not cancelled, transferred or reduced under this Agreement.

7

Construction Insurances means the construction insurances to be procured by the Builder under the terms of Article XVII of the Shipbuilding Contract.

Contract Price means the lower of:



Date of Total Loss means, in respect of the Vessel, the date of Total Loss of the Vessel which date shall be deemed to have occurred:






Debt Service Account means the bank account opened in the name of the Owner with the Account Bank and designated "Kithira Debt Service Account".

Debt Service means, in relation to any Calculation Period, an amount equal to the aggregate of:



Debt Service Cover Ratio means, on any Repayment Date, the ratio of Net Cash Flow to Debt Service for the Calculation Period ending on that Repayment Date.



(a) the Expected Contract Price; and
(b) the total amount actually paid to the Builder by or on behalf of the Owner under the Shipbuilding Contract, as adjusted in accordance with the provisions of the
Shipbuilding Contract.
(a) in the case of an actual total loss, on the actual date and at the time the Vessel was lost or, if such date is not known, on the date on which the Vessel was last
reported;
(b) in the case of a constructive total loss, upon the date and at the time notice of abandonment is given to the Insurers for the time being (provided a claim for
total loss is admitted by such Insurers) or, if such Insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is
subsequently admitted by the Insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;
(c) in the case of a compromised, agreed or arranged total loss, on the date upon which a binding agreement as to such compromised, agreed or arranged total loss
has been entered into by the Insurers;
(d) in the case of requisition for title or other compulsory acquisition, on the date upon which the relevant requisition for title or other compulsory acquisition
occurs; or
(e) in the case of capture, seizure, arrest, detention, or confiscation of the Vessel by any government or by persons acting or purporting to act on behalf of any
government, government authority or any other person or entity which deprives the Owner of the Vessel or, as the case may be, the Charterer (and in the case
of the Petrobras Charter Ocean Rig prior to, and the Bareboat Charterer during, the Bareboat Charter Period) of the use of the Vessel for more than 60 days,
upon the expiry of the period of 60 days after the date upon which the relevant capture, seizure, arrest, detention or confiscation occurred.
(a) Financing Costs accruing; and
(b) Financing Principal payable (other than as a result of a prepayment obligation), in that period less any amounts accruing for payment to the Owner in that
period under Swap Agreement.

8

Debt Service Reserve Account means the bank account in the name of the Owner with the Account Bank and designated "Kithira Debt Service Reserve Account".

Deed of Release and Amendment means the deed of release and amendment dated May 2012 between, amongst others, the Owner, the Lenders, the Facility Agent and
the Security Trustee to which this Agreement is attached as schedule 4.

Default means:



Delivery Date means the date of actual delivery of the Vessel to the Owner under the terms of the Shipbuilding Contract.

Delivery General Assignment means the assignment of the Requisition Compensation and the Obligatory Insurances together with all benefits under the contracts,
policies and entries under the Obligatory Insurances and all claims in respect of them, dated 28 July 2011, together with any and all notices and acknowledgements
entered into in connection therewith.

Delivery Loan means the Loan to be advanced under this Agreement on the Delivery Date in relation to the final Instalment.

Deposit Bank means initially Deutsche Bank AG, London Branch or, as the case may be, any other bank or financial institution substituting or replacing it pursuant to
Clause 12.15 of this Agreement or, as the case may be, clause 3.3 of the DPP.

Distribution means the payment by the Owner, or as the case may be the Bareboat Charterer, by way of any payment, repayment, redemption or dividend, capital
reduction, distribution or the like to any of its shareholders.

Dollars or US$ means the lawful currency for the time being of the United States of America.

DPP means the deed of proceeds and priorities dated 18 July 2008, as acceded to, amended and restated from time-to-time and as most recently amended and restated
on the Effective Date, and now between (inter alios) the Facility Agent, the Security Trustee, the Owner, Ocean Rig, the Bareboat Charterer and the Swap Banks.

DPP Deed of Accession means the deed of accession to the DPP dated 27 April 2011, between, amongst others, the Facility Agent, the Security Trustee, the Owner, the
Swap Bank and Ocean Rig and pursuant to which Ocean Rig became a party to the DPP as guarantor.

DPP Deed of Accession, Amendment and Restatement means the deed of accession, amendment and restatement in relation to the DPP between, inter alios, the
Facility Agent, the Security Trustee, the Owner, Ocean Rig as guarantor, the Swap Bank, and the Bareboat Charterer, pursuant to which the Bareboat Charterer
becomes party to the DPP as guarantor, dated on or about the Amendment and Restatement Effective Date No.2.

Drilling Charter has the meaning given to it in Clause 16.22(a).



(a) an Event of Default; or
(b) an event or circumstance which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance
Documents or any combination of them) an Event of Default.

9

Drilling Charter Final Period has the meaning given in Clause 16.33(a).

Earnings means all present and future moneys and claims which are earned by or become payable to or for the account of the Owner in connection with the operation
or ownership of the Vessel and including but not limited to:









Effective Date means the date specified as such in the effective date notice issued pursuant to clause 3(g) of the Deed of Release and Amendment.

Eksportfinans means Eksportfinans ASA located at Postboks 1601 Vika, 0119, Oslo, Norway.

Eksportfinans CIRR means 3.93 per cent. per annum.

Eksportfinans Lenders means the lenders described in Schedule 1 as Eksportfinans Lenders together with any New Lenders in respect of an Eksportfinans Loan.

Eksportfinans Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the Eksportfinans Lenders.

Environment means:





Environmental Affiliate means the Owner, the Bareboat Charterer during the Bareboat Charter Period, Ocean Rig and the Manager together with their respective
officers, directors and employees and, during the Post-Completion Period, all of those persons for whom the Owner, the Bareboat



(a) freights, passage and hire moneys (howsoever earned), including, for the avoidance of doubt, charterhire and charterhire performance bonuses payable under
any Drilling Charter, the OCR Time Charter or the Bareboat Charter;
(b) Liquidated Damages Payments;
(c) remuneration for salvage and towage services;
(d) demurrage and detention moneys;
(e) all moneys and claims in respect of the requisition for hire of the Vessel;
(f) payments received in respect of off-hire insurance; and
(g) damages for breach or payments for termination of a Drilling Charter or any other contract for the employment of the Vessel.
(a) any land including, without limitation, surface land and sub-surface strata, sea bed or river bed under any water (as referred to below) and any natural or man-
made structures;
(b) water including, without limitation, coastal and inland waters, surface waters, ground waters and water in drains and sewers;
(c) air including, without limitation, air within buildings and other natural or man-made structures above or below ground; and
(d) flora, fauna and ecological systems.

10

Charterer during the Bareboat Charter Period, Ocean Rig or the Manager is responsible under any Applicable Law in respect of any activities undertaken in relation to
the Vessel.

Environmental Approvals means any permit, licence, approval, consent, certificate, registration, ruling, variance, exemption or other authorisation required under
applicable Environmental Laws.

Environmental Claim means any claim by any person or persons or any governmental, judicial or regulatory authority which arises out of any breach, contravention or
violation of (or liability under) Environmental Law, the existence of any liability arising from such breach, contravention or violation, or the presence of or Release of
any Hazardous Material. In this context, claim means: a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to
the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action by any governmental, judicial or regulatory
authority; and any form of enforcement or regulatory action, but shall exclude a frivolous or vexatious claim which is being contested in good faith and with due
diligence and which is discharged or struck out within 14 days.

Environmental Laws means any or all Applicable Law relating to or concerning:






Equity Account means the bank account opened in the name of the Owner with the Equity Account Bank and designated "Kithira Equity Account" for the purposes of
the holding of the Equity Collateral.

Equity Account Bank means EFG Eurobank Ergasias S.A. or any other bank or financial institution approved by the Facility Agent (acting on the instructions of the
Majority Lenders).

Equity Account Charge means the charge document entered into by the Owner in favour of the Security Trustee in respect of the Equity Account and dated 7 August
2008.

Equity Collateral means the cash security paid or to be paid by the Owner pursuant to Clause 12.2(a)(iii).

Equity Contribution means in respect of each Utilisation Date the amount required to be paid in respect of Vessel Costs not funded by the Loan to be made on such
date.



(a) pollution or contamination of the Environment, including any remediation of any pollution or contamination or the restoration or repair of any damage to the
Environment;
(b) the protection of the Environment and human health or safety or any living organisms which inhabit the Environment or any ecological system;
(c) the generation, manufacture, processing, distribution, use (including abuse), treatment, storage, deposit, disposal, transport or handling of Hazardous Materials;
(d) the Release or other form of transmission into the Environment of noise, vibration, dust, fumes, gas, odours, smoke, steam, effluvia, heat, light, radiation (of
any kind), infection, electricity or any Hazardous Material and any matter or thing capable of constituting a nuisance or an actionable tort or breach of statutory
duty of any kind in respect of such matters; and
(e) the provision and maintenance of bonds, guarantees or other forms of financial assurance required by any Governmental Entity in connection with activities
that could have an adverse effect on the Environment.

11

Event of Default means an event or circumstance specified as such in Clause 18 (Default) of this Agreement.

Excess Risks means:



Expected Contract Price means US$691,462,966 being the expected amount as at the date of this Agreement payable by the Owner to the Builder under and in
accordance with the terms of the Shipbuilding Contract.

Facility means the term loan facility made available under this Agreement.

Facility Office means, in respect of a Lender, the office through which that Lender will perform its obligations under this Agreement from time to time subject to
Clause 27.5 (Costs resulting from change of Lender or Facility Office).

Fee Letter means any letter entered into by reference to this Agreement between one or more Administrative Parties, the Account Bank and/or the Mandated Lead
Arranger and/or any Lender and the Owner (or Affiliate of the Owner) setting out the amount of certain fees relating to the Facility.

Final Completion Date means the later of:



Final Maturity Date means 31 December, 2020.

Finance Document means:










(a) the proportion of claims for general average, salvage and salvage charges which are not recoverable as a result of the value at which the Vessel is assessed for
the purpose of such claims exceeding her hull and machinery insured value; and
(b) collision liabilities not recoverable in full under the hull and machinery insurance by reason of those liabilities exceeding such proportion of the insured value
of the Vessel as is covered by the hull and machinery insurance.
(a) the date of actual delivery of the Vessel to the Charterer under the Drilling Charter and unconditional acceptance by the Charterer under the terms thereof; and
(b) the date of confirmation to the Facility Agent from the Technical Adviser that the Vessel's design and performance fulfils the technical specifications required
under the Shipbuilding Contract and the Drilling Charter.
(a) this Agreement;
(b) the Amendment and Restatement Agreement;
(c) the Amendment and Restatement Agreement No.2;
(d) the Deed of Release and Amendment;
(e) each Security Document;
(f) the DPP;

12









Finance Party means a Lender, a Swap Bank or an Administrative Party.

Financial Indebtedness means any indebtedness for or in respect of:














(g) the DPP Deed of Accession;
(h) DPP Deed of Accession Amendment and Restatement;
(i) the GIEK Security Trustee Letter;
(j) each Swap Agreement;
(k) each Fee Letter;
(l) each Transfer Certificate;
(m) each Account Bank Mandate; and
(n) any other document designated as such by the Facility Agent and the Owner.
(a) moneys borrowed;
(b) any amount raised by acceptance under any acceptance credit agreement (including any dematerialised equivalent);
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or other similar instrument;
(d) any redeemable preference share;
(e) the amount of any liability in respect of a lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;
(f) receivables sold or discounted (otherwise than on a non-recourse basis);
(g) the acquisition cost of any asset or service to the extent payable after its acquisition or possession by the party liable where the advance or deferred payment is
arranged primarily as a method of raising finance or of financing the acquisition of that asset or service;
(h) any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark to
market value of the derivative transaction will be used to calculate its amount);
(i) any amount raised under any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing other than
trade credits incurred in the ordinary course of business with credit terms of no longer than 90 days;
(j) any counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution;
or
(k) the amount of any liability in respect of any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in
the above paragraphs.

13

Financing Costs means any of the following payable by the Owner:




Financing Principal means the amount of principal payable by the Owner in respect of the Loans from time to time.

Five Year Drilling Charter means a Drilling Charter entered into in respect of the Vessel for a minimum term (excluding any optional extensions) of five (5) years
from the Final Completion Date.

Fixed Rate means the fixed rate of interest payable by the Owner to a Swap Bank under and in accordance with the term, of a Swap Agreement.

Floating Charge means the charge document entered into by the Owner in favour of the Security Trustee over all and any assets of the Owner and dated 6 August 2008
as most recently amended on the Effective Date.

Force Majeure Event means an event of force majeure as defined in or contemplated by Article III of the Shipbuilding Contract or any event of force majeure as
defined or contemplated by the Drilling Charter.

General Assignment means the assignment of the Shipbuilding Contract, the Construction Insurances, the Earnings and the Refund Guarantee, entered into by the
Owner in favour of the Security Trustee together with any and all notices and acknowledgements entered into in connection therewith and dated 18 July 2008 and most
recently amended on the Effective Date.

GIEK means Garanti Instituttet for Eksportkreditt of Dronning Mauds, gate 15, P.O. Box 1763 Vika 0122, Oslo, Norway.

GIEK Conditions means "GIEK's Export Guarantees - General Conditions - Lenders Guarantee" and the conditions set out in the GIEK Guarantee.

GIEK Guarantee means the buyer's credit guarantee, including the GIEK Conditions, to be issued by GIEK in favour of the Eksportfinans Lenders covering the
Eksportfinans Loans.

GIEK Security Trustee Letter means the letter in the form attached at schedule 4 to the DPP.

Government Entity means, in respect of any country:



Gross Revenue means, for any Calculation Period, the aggregate Earnings received in such period in respect of the Vessel.

Hazardous Material means any element or substance, whether natural or artificial, and whether consisting of gas, liquid, solid or vapour, whether on its own or in any
combination with any other element or substance or radiation, which is listed, identified, defined or determined by any



(a) interest, fees and any other costs or expenses payable under the Finance Documents;
(b) any Swap Costs; and
(c) any Tax in respect of any of the above.
(a) any natural government, political subdivision thereof, or local jurisdiction therein; and
(b) any instrumentality, board, commission, court or agency thereof, however constituted.

14

Environmental Law or other Applicable Law as hazardous, harmful, a contamination or waste and/or capable of being or becoming harmful to mankind or any living
organism or damaging to the Environment, including, without limitation, oil (as defined in the United States Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, and the Oil Pollution Act of 1990, as amended).

Hedged Portion means, from time to time, the principal amount of any outstanding Loans the interest on which has been hedged by the Owner with a Swap Bank under
and in accordance with the terms of any Swap Agreement.

Holding Company means, in relation to a company or corporation, any company or corporation of which it is a Subsidiary.

IFRS means the International Financial Reporting Standards issued by the board of the International Accounting Standard Committee from time to time.

Incidental Costs means the Incidental Vessel Costs and the Incidental Loan Costs.

Incidental Costs Loan means the Loan, if any, to be advanced under the terms of this Agreement during the Incidental Costs Loan Availability Period in relation to
payment of Incidental Loan Costs (other than interest and Commitment fees) and Incidental Vessel Costs in the maximum principal amount specified in Clause 4.2(b).

Incidental Costs Loan Availability Period means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date and (ii)
the Petrobras Acceptance Longstop Date.

Incidental Loan Costs means:




Incidental Vessel Costs means, during the Pre-Completion Period:






(a) each of the fees referred to in Clause 22 (Fees) and payable under the terms of the Fee Letters during the Pre-Completion Period;
(b) any and all costs and expenses which are payable by the Owner to the Secured Parties pursuant to Clause 24.1 (Initial costs) within a period of three (3) months
from the date of this Agreement; and
(c) interest in the Pre-Completion Period calculated and payable in accordance with Clause 7.1(a).
(a) reasonable and properly incurred costs paid by the Owner in connection with the Vessel in excess of the Contract Price, in respect of those items detailed in
Schedule 7 (Incidental Vessel Costs), for which supporting invoices or receipts have been provided to the Security Trustee;
(b) the Initial Debt Service Reserve Contribution; and
(c) any interest accrued and payable to the Eksportfinans Lenders in respect of the Eksportfinans Loans drawn under this Facility.

15

Incidental Vessel Costs Loan means any Loan to be advanced under the terms of this Agreement in relation to Incidental Vessel Costs.

Increased Cost means:




which is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to that Finance Party having entered into any Finance
Document or funding or performing its obligations under any Finance Document.

Initial Debt Service Reserve Contribution means the payment to be made by the Owner to the Debt Service Reserve Account in accordance with Clause 12.12(a)
(Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan) of this Agreement.

Initial Equity Contribution means US$99,150,000 to be contributed to the Owner by way of equity and to be paid to the Builder under the terms of the Shipbuilding
Contract on or prior to the Incidental Costs Loan Utilisation Date in satisfaction of the Instalments referred to in Article II paragraphs 4(a)(i) to 4(a)(iii) inclusive of the
Shipbuilding Contract.

Instalment means an amount due and payable by the Owner under the terms of the Shipbuilding Contract.

Instalment Loan has the meaning given to it in Clause 4.1(c).

Instalment Loan 1 means the first Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 1 Availability Period in
relation to the Instalment referred to in Article II paragraph 4(b) of the Shipbuilding Contract.

Instalment Loan 2 means the second Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 2 Availability Period in
relation to the Instalment referred to in Article II paragraph 4(c) of the Shipbuilding Contract.

Instalment Loan 3 means the third Instalment Loan, if any, to be advanced under the terms of this Agreement during the Instalment Loan 3 Availability Period in
relation to the Instalment referred to in Article II paragraph 4(d) of the Shipbuilding Contract.

Instalment Loan 1 Availability Period means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date and (ii) the
Petrobras Acceptance Longstop Date.

Instalment Loan 2 Availability Period means the period from but excluding the Utilisation Date of the Instalment Loan 1 to and including the earlier of (i) the
Delivery Date and (ii) the Petrobras Acceptance Longstop Date.



(a) an additional or increased cost;
(b) a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital; or
(c) a reduction of an amount due and payable under any Finance Document,

16

Instalment Loan 3 Availability Period means the period from but excluding the Utilisation Date of the immediately preceding Loan (if any) to and including the
earlier of (i) the Delivery Date and (ii) the Petrobras Acceptance Longstop Date.

Insurers means the underwriters or insurance companies with whom any Obligatory Insurances are effected and the managers of any protection and indemnity or war
risks association in which the Vessel may at any time be entered.

Insurance Market Value means the fair market value of the Vessel, being the average of valuations of the Vessel obtained from the Approved Brokers with or without
physical inspection of the Vessel (as the Security Trustee may reasonably require) on the basis of a sale for prompt delivery for cash at arm's length on normal
commercial terms as between a willing buyer and a willing seller, on an "as is, where is" basis, free of any existing charter or other contract of employment and or pool
arrangement.

ISM Code means the International Safety Management Code (including the guidelines on its implementation) adopted by the International Maritime Organization
Assembly as Resolutions A.741(18) and A.788(19), as the same may have been or may be amended or supplemented from time to time. The terms "safety management
system", "Safety Management Certificate", "Document of Compliance" and "major non-conformity" shall have the same meanings as are given to them in the ISM
Code.

ISPS Code means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been or
may be amended or supplemented from time to time.

KEX IM means the Export Import Bank of Korea.

KEXIM Guarantee means the guarantee agreement to be issued by KEXIM in favour of the KEXIM Lenders (other than KEXIM) covering the KEXIM Loan (other
than that portion advanced by KEXIM itself).

KEXIM Lenders means the lenders detailed in Schedule 1 as KEXIM Lenders together with any New Lenders in respect of a KEXIM Loan.

KEXIM Loan means that portion of a Loan under the Facility (and identified as such in any Request) advanced to the Owner by the KEXIM Lenders.

Korea means the Republic of Korea.

Lender means:



and Lenders means all of them.

Leverage Ratio means, as at any date of determination, the ratio of the latest Market Value of the Vessel (plus the value attributed to any additional security provided
pursuant to Clause 16.33



(a) an Original Lender; or
(b) any person which becomes a Party in accordance with Clause 27.2 (Assignments and transfers by Lenders),

17

(Leverage Ratio) as determined by the Facility Agent from time to time) to the aggregate principal amount outstanding under the Facility.

LIBOR means for a Term of any Loan or overdue amount:



Liquidated Damages Payment means the amount of any liquidated damages payable to the Owner by the Builder pursuant to Article III of the Shipbuilding Contract.

Loan means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount outstanding of that
borrowing.

London Business Day means a day (other than a Saturday or a Sunday) on which banks are open for business in London.

Losses means each and every liability, loss, charge, claim, demand, action, proceeding, damage, judgment, order or other sanction, enforcement, penalty, fine, fee,
commission, interest, lien, salvage, general average, cost and expense of whatsoever nature suffered or incurred by or imposed on any of the Finance Parties.

LTC Ratio means the ratio of all of the Loans to the aggregate of all of the Loans and the Sponsor Equity, as in the formula:

^ Loans ^ Loans + Sponsor Equity

Maiden Voyage Costs means any costs of the Vessel incurred in respect of its maiden voyage from the place of delivery under the Shipbuilding Contract to the first
location provided for in a Drilling Charter, including costs associated with positioning the Vessel for delivery under such Drilling Charter.

Majority Lenders means Lenders:





(a) the applicable Screen Rate; or
(b) if no Screen Rate is available for the relevant currency or for any Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal
places) of the rates, as supplied to the Security Trustee at its request, quoted by the Reference Banks to leading banks in the London interbank market, as of
11.00 a.m. on the second London Business Day before the start of the Term for the offering of deposits in Dollars for a period comparable to that Term.
(a) whose share in the outstanding Loans and whose undrawn Commitments then aggregate not less than 80% of the aggregate of all the outstanding Loans and the
undrawn Commitments of all the Lenders and who include at least (but without limitation) one (1) Commercial Lender whose share in the outstanding Loans
and whose undrawn Commitments in connection with the Loans then aggregate more than 1 % of the aggregate of all the outstanding Loans and the undrawn
Commitments of the Lenders; or
(b) if there is no Loan then outstanding, whose undrawn Commitments then aggregate not less than 80% of the Total Commitments and who include at least (but
without limitation) one

18

(1) Commercial Lender whose undrawn Commitments in connection with the Loans then aggregate more than 1 % of the aggregate of all the undrawn Commitments of
the Lenders; or


PROVIDED that for such purpose, and subject always to the further provisos below (i) each Lender which has a separate participation in the Commercial Loans and/or
the Kexim Loans and/or the Eksportfinans Loans may vote its separate participation in each of such class of Loans as if it were a separate Lender and (ii) each Lender
may split its vote in relation to each such separate participation in such proportions, as it, in its absolute discretion, determines, as if each such proportion were held by a
separate Lender AND PROVIDED FURTHER THAT the voting rights of the KEXIM Lenders shall be exercised by KEXIM as if all such voting rights belonged to
KEXIM.

Management Agreement means the management agreement in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority
Lenders) entered into between the Manager and the Owner for the monitoring, organisation and supervision by the Manager in relation to the project during the Pre-
Completion Period and for the operation and servicing of the Vessel during the Post-Completion Period and dated 1 August 2008, and as the same is to be assigned
from the Owner to the Bareboat Charterer at the time of the Petrobras Charter Novation for the duration of the Bareboat Charter Period.

Management Agreement Assignment means the assignment of the Management Agreement entered into by the Owner in favour of the Security Trustee together with
any and all notices and acknowledgments entered into in connection therewith and dated 17 September 2008 and most recently amended on the Effective Date.

Management Agreement Assignment Agreement means the assignment agreement to be entered into substantially in the form attached at Appendix 5 in relation to
the Owner's rights under the Management Agreement from the Owner to the Bareboat Charterer.

Management Agreement Assignment Side Letter means the side letter entered into between the Manger, the Owner and the Bareboat Charterer to be entered into
substantially in the form attached at Appendix 4.

Manager means Ocean Rig AS (whether acting alone or through Cardiff Marine Inc. as provider of certain administrative services) or such other person in each case
approved by the Charterer from time to time and the Facility Agent (acting on the instructions of the Majority Lenders).

Mandatory Cost means the percentage rate per annum calculated by the Facility Agent under Schedule 8 (Calculation of the Mandatory Cost).

Mandatory Prepayment Event means any of the events referred to in Clause 6 (Prepayment and Cancellation) as a result of which the Owner is obliged to prepay any
one or more of the Loans or any Lender's participation in the Loans.

Market Value means at any time the aggregate of:



(c) if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated not less than 80% of the Total
Commitments immediately before the reduction and who include at least (but without limitation) one (1) Commercial Lender whose undrawn Commitments in
connection with the Loans aggregated more than 1 % of the aggregate of all the outstanding Loans and the undrawn Commitments of the Lenders,

19





Material Adverse Effect means a material adverse effect on:




Maximum Commercial Loan Amount means the lesser of (a) 16.7 per cent. of the Total Commitments and (b) US$82,500,000.

Maximum Eksportfinans Loan Amount means the lesser of (a) 50.5 per cent. of the Total Commitments and (b) US$250,000,000.

Maximum Facility Amount means the lower of (i) US$495,000,000 and (ii) an amount equal to 70% of the Vessel Cost.

Maximum KEXIM Loan Amount means the lesser of (a) 32.8 per cent. of the Total Commitments and (b) US$162,500,000.

Moody's means Moody's Investor Services Inc. and any successor thereto.

Mortgage means the first preferred Marshall Islands ship mortgage given by the Owner in favour of the Security Trustee on the Delivery Date.

Mortgage Amendment Agreement means the Amendment No. 1 to the Mortgage given by the Owner in favour of the Security Trustee dated on or around the date of
the Amendment and Restatement Agreement No.2.

Net Cash Flow means, for any Calculation Period:




(a) the net present value of the expected Net Cash Flow to be derived from each existing Drilling Charter as calculated by the Facility Agent in its sole discretion
on the basis of a discount rate of 6 per cent. per annum and information then available to it and on the basis that:
(i) during the first year of each Drilling Charter the Operating Expenses shall be US$150,000 per day and utilization rate of 95 per cent. for the Vessel;
and
(ii) thereafter the Operating Expenses and the utilization rate of the Vessel shall be the Operating Expenses actually incurred and utilization rate actually
achieved during the previous twelve month period of the relevant Drilling Charter; and
(b) the forecasted fair market value of the Vessel derived from a valuation of the Vessel obtained from one Approved Broker with or without physical inspection
of the Vessel (as the Security Trustee may reasonably require) on the basis of a sale for prompt delivery for cash at arm's length on normal commercial terms
as between a willing buyer and a willing seller, on an "as is, where is" basis, as at the latest expiry date of the then existing Drilling Charters.
(a) the ability of the Owner, the Bareboat Charterer during the Bareboat Charter Period or Ocean Rig to perform its obligations under the Transaction Documents;
(b) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to any Finance Document;
or
(c) any right or remedy of a Finance Party in respect of a Finance Document.
(a) Gross Revenues received; minus

20


Obligatory Insurances means all contracts and policies of insurance (other than the Contractor Insurances) and all entries in clubs and/or associations which are from
time to time required to be effected and maintained in accordance with Clause 17.1 (Scope of Obligatory Insurances) in respect of the Vessel.

Ocean Rig means Ocean Rig UDW Inc. (previously named Primelead Shareholders Inc.) a corporation incorporated in the Marshall Islands with its registered address
at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

Ocean Rig Guarantee means the guarantee and indemnity from Ocean Rig in favour of the Security Trustee dated 27 April 2011, and in form and substance
satisfactory to the Security Trustee (acting on the instructions of all of the Lenders), pursuant to which Ocean Rig guarantees and indemnifies the Finance Parties in
respect of the obligations of the Owner under the Finance Documents during the Pre-Completion Period and the Post-Completion Period.

Ocean Rig Guarantee Confirmation means, in relation to the Ocean Rig Guarantee, written confirmation from Ocean Rig contained in the DPP Deed of Accession,
Amendment and Restatement, that such guarantee is in full force and effect notwithstanding the amendments contemplated by the Amendment and Restatement
Agreement No.2.

Ocean Rig Petrobras Charter Assignment means the assignment of earnings in relation to the Petrobras Charter granted by Ocean Rig in favour of the Security
Trustee and dated 4 August 2011.

OCR Time Charter means the time charter in respect of the Vessel between the Owner and Ocean Rig, dated 28 July 2011.

OCR Time Charter Assignment means the assignment of the OCR Time Charter entered into by the Owner in favour of the Security Trustee and dated 28 July 2011.

OECD means the Organisation for Economic Co-operation and Development.

Operating Expenses Account means the bank account opened in the name of the Owner with the Account Bank and designated "Kithira Operating Expenses
Account".

Operating Expenses means:





(b) Operating Expenses and CAPEX Expenses in each case of the Owner payable.
(a) prior to, and following the expiry of, the Bareboat Charter Period, expenses incurred by the Owner in connection with the transportation, operation,
employment, maintenance, repair, running and insurance of the Vessel, including maintaining the ownership and legal fees, rentals, wages or fees which the
Owner may be required to pay pursuant to the Management Agreement, the cost of maintaining Obligatory Insurances and other insurances maintained for the
Vessel and payment of Tax properly payable by the Owner; and
(b) during the Bareboat Charter Period, expenses incurred by the Bareboat Charterer in connection with the transportation, operation, employment, maintenance,
repair, running and insurance of the Vessel, including maintaining the ownership and legal fees, rentals, wages or fees which the Bareboat Charterer may be
required to pay pursuant to the Management Agreement, the cost of maintaining Obligatory Insurances and other insurances maintained for the Vessel and
payment of Tax properly payable by the Bareboat Charterer.

21

Operational Software means, at any time, any software which is then being used in connection with the operation, navigation or maintenance of the Vessel.

Other Shipbuilding Contract means the turn key building contract between the Builder and the Other Owner dated 17
th
September, 2007 pursuant to which the
Builder agreed to build and deliver the Other Vessel to the Other Owner.

Other Owner means Drillship Hydra Owners Inc.

Other Vessel means the drillship being constructed by the Builder for the Other Owner with Hull Number 1837.

Owner Accounts means each of the Debt Service Reserve Account, the Proceeds Account, the Debt Service Account, the CAPEX Account and the Operating Expenses
Account.

Owner Accounts Charge Agreement means the charge document entered into by the Owner in favour of the Security Trustee in respect of the Accounts and dated 18
July 2008.

Owner Earnings Deposit Date means the date of receipt by the Owner of any Earnings or Requisition Compensation into the Proceeds Account.

Owner's Shipbuilding Contract Guarantee means the performance guarantee entered or to be entered into in the form as set out in Exhibit 5 to the Shipbuilding
Contract securing the obligations of the Owner to the Builder under the Shipbuilding Contract.

Parent means Kithira Shareholders Inc., a corporation incorporated in the Marshall Islands and the sole shareholder of the Owner whose registered office is at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

Parent Shareholder means Drillships Investment Inc., a corporation incorporated in the Marshall Islands and the sole shareholder of the Parent whose registered office
is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

Party means a party to this Agreement.

Permitted Liens means, in respect of any of the Security Assets:








(a) Security Interests created by the Security Documents;
(b) liens for unpaid crew's wages including wages of the master and stevedores employed by the Vessel, outstanding in the ordinary course of business for not
more than one month after the due date for payment;
(c) any Security Interest constituted by or securing any netting or set-off arrangement entered into in the normal course of the Owner's banking arrangements in
respect of any bank accounts opened by it and which have not been secured in favour of the Finance Parties pursuant to the Security Documents;
(d) liens for salvage;
(e) liens for classification or scheduled dry-docking or for necessary repairs to the Vessel whose aggregate cost does not exceed US$10,000,000 at any one time in
respect of the Vessel;

22





provided, in the case of paragraphs (b) to (h) inclusive, that the amounts which give rise to such liens are paid when due or within any of the time periods stated above
or within any applicable grace period or, if not paid when due, are being disputed in good faith by appropriate proceedings (and for the payment of which adequate
reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute (less any
applicable deductible) has been obtained by the Owner from underwriters or insurance companies that have been approved by the Facility Agent, (acting on the
instructions of the Majority Lenders)), provided further that such proceedings, whether by payment of adequate security into Court or otherwise, do not give rise to a
material risk of the Vessel or any interest therein being seized, sold, forfeited or otherwise lost or of criminal liability on any Finance Party.

Petrobras Acceptance Longstop Date means the date that is thirty three (33) days following the date on which a notice is served on Petrobras Tanzania pursuant to
article 6.1.5 of the Petrobras Charter that the Vessel is ready and available on location in Tanzania for the Initial Acceptance Tests (as that term is defined in the
Petrobras Charter).

Petrobras Charter means the agreement in respect of the Vessel for the provision of drilling services with contract number 026-2010 between Petrobras Tanzania and
Ocean Rig, dated 21 December 2010, as the same may be novated from Ocean Rig to the Bareboat Charterer, pursuant to the Petrobras Charter Novation Agreement.

Petrobras Consent means the consent by Petrobras Tanzania entered into between Petrobras Tanzania, the Bareboat Charterer, Ocean Rig and the Security Trustee in
relation to, amongst other things, the Bareboat Charterer Petrobras Charter Assignment, and dated 18 July 2011.

Petrobras Charter Novation means the transfer and novation of all of Ocean Rig's rights and obligations under the Petrobras Charter to the Bareboat Charterer.

Petrobras Charter Novation Agreement means the agreement between Ocean Rig, Petrobras Tanzania and the Bareboat Charterer to be entered into substantially in
the form attached at Appendix 6 on or before the Petrobras Acceptance Longstop Date, pursuant to which Ocean Rig transfers and novates all of its rights and
obligations under the Petrobras Charter to the Bareboat Charterer.

Petrobras Tanzania means Petrobras Tanzania Limited, a company incorporated under the laws of Tanzania having its registered office at Plot 1403/1A Masaki Area,
P.O. Box 31391 off Chole Rd., Behind Old Canada Village, Dar as Salaam, Tanzania.

Post-Completion Eksportfinans Interest Rate means the aggregate of the Eksportfinans CIRR and 1.61% per annum (being the post-completion GIEK-premium).



(f) liens for collision;
(g) liens for master's disbursements incurred in the ordinary course of business;
(h) statutory and common law liens of carriers, warehousemen, mechanics, suppliers, materials men, repairers or other similar liens, including maritime liens, in
each case arising in the ordinary course of business, due and outstanding for not more than one month whose aggregate value does not exceed US$10,000,000;
and
(i) any lien created or permitted to subsist with the prior written consent of the Security Trustee (acting on instructions of the Majority Lenders),

23

Post-Completion Margin means 1.75 % per annum.

Post-Completion Period means the period from and including the Final Completion Date until and including the Final Maturity Date.

Post-Delivery Period means the period from the Delivery Date until the Final Maturity Date.

Potential Mandatory Prepayment Event means any event which would be (with the expiry of a grace period, the giving of notice or the making of any determination
under the Finance Documents or any combination of them) a Mandatory Prepayment Event.

Pre-Completion Eksportfinans Interest Rate means the aggregate of the Eksportfinans CIRR and 1.86% (being the pre-completion GIEK-premium).

Pre-Completion Margin means 2.00 % per annum.

Pre-Completion Period means the period from and including the date on which the Incidental Costs Loan is advanced under this Agreement to but excluding the Final
Completion Date.

Pre-Delivery Period means the period from and including the date on which the Incidental Costs Loan is advanced under this Agreement to but excluding the Delivery
Date.

Primary Transfers has the meaning given to that term in Clause 12.3 (Proceeds Account).

Proceeds Account means the bank account in the name of the Owner with the Account Bank and designated "Kithira Proceeds Account".

Project Parties means each of:



Pro Rata Share means, in respect of a Lender:








(a) the Owner, the Bareboat Charterer during the Bareboat Charter Period and Ocean Rig; and
(b) from time to time, any of the Builder, the Manager, any Charterer Parent and/or Charterer (but only to the extent, in any such case, that the same has or may in
the future have, outstanding liabilities owing to the Owner, the Bareboat Charterer during the Bareboat Charter Period, Ocean Rig or any Finance Party under
any Finance Document or Related Contract to which it is a party).
(a) for the purpose of determining a Lender's share in a utilisation of a Facility, the proportion which its Commitment under that Facility bears to all the
Commitments under that Facility; and
(b) for any other purpose on a particular date:
(i) the proportion which a Lender's share of the Loans (if any) bears to all the Loans;
(ii) if there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date; or
(iii) if the Total Commitments have been cancelled otherwise, the proportion which its Commitments bore to the Total Commitments immediately before
being cancelled.

24

Protocol of Delivery and Acceptance has the meaning given to such term in the Shipbuilding Contract.

Rate Fixing Day means the date falling two London Business Days before the start of a Term for a Loan or such other day as the Facility Agent determines is generally
treated as the rate fixing day by market practice in the relevant interbank market.

Receiver means an administrative receiver, receiver and manager or receiver in each case appointed under a Security Document.

Reference Banks means the Facility Agent and any other bank or financial institution appointed as such for the purpose of this Agreement by the Facility Agent in
consultation with the Owner in accordance with Clause 27.6 (Changes to the Reference Banks).

Refund Guarantee means the refund guarantee issued by the Refund Guarantor in favour of the Owner.

Refund Guarantor means the Export-Import Bank of Korea.

Related Contracts means any or all of the following (as the context requires):













Release means an emission, spill, release or discharge into the Environment, including any "release" falling within the definition ascribed to such term pursuant to the
United States Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

Repayment Date means, subject to the provisions of Clause 5 (Repayment), each of the 18 dates which fall at semi-annual intervals as detailed in the Repayment
Schedule, the first such date falling six months after the Final Completion Date and the final such date falling on the Final Maturity Date.



(a) the Refund Guarantee;
(b) the Shipbuilding Contract;
(c) the Other Shipbuilding Contract;
(d) the Obligatory Insurances;
(e) each Drilling Charter;
(f) the Petrobras Charter Novation Agreement;
(g) any Charterer Parent Guarantee;
(h) the Management Agreement;
(i) the Management Agreement Assignment Agreement;
(j) the Sister Shipbuilding Contract;
(k) the Bareboat Charter; and
(l) the OCR Time Charter.

25

Repayment Instalment means each scheduled instalment which is payable in accordance with the Repayment Schedule.

Repayment Schedule means the schedule of repayment dates as detailed in Schedule 5 (Loan Repayment Schedule), to be replaced as required in accordance with
Clause 5 (Repayment) and Clause 6.10(b) (Partial prepayment of Loans).

Repeating Representations means at any time the representations and warranties which are then made or deemed to be repeated under Clause 14.30 (Times for making
representations).

Request means a request made by the Owner for a Loan, substantially in the form of Schedule 3 (Form of Request).

Required DSRA Balance means at any time the aggregate of:


provided that the Required DSRA Balance shall not include any amounts transferred to the Debt Service Reserve Account in accordance with Clauses 12.4(b) and (c).

Required Insurance Amount means, on an agreed value basis, the higher of (a) 125 % of the aggregate of the outstanding Loans and (b) the Insurance Market Value
of the Vessel.

Requisition Compensation means all moneys or other compensation payable by reason of requisition for title to, or other compulsory acquisition of, the Vessel
including requisition for hire.

Retention Period means each period commencing, in the case of the first such period, on (and including) the Final Completion Date and ending on (but excluding) the
first Repayment Date, in the case of each other such period, on (and including) a Repayment Date and ending on (but excluding) the next Repayment Date or, in the
case of the final such period, the Final Maturity Date.

Required Prepayment Percentage means the sum expressed as a percentage of the following formula (provided that if such sum is a negative figure, the sum shall be
construed as zero):

(A x 0.6) - B x 100 C

where:

A is the aggregate of B and C;




(a) (i) until the date falling immediately prior to the first anniversary of the Utilisation Date in respect of the Delivery Loan, the amount available to be transferred
from the Proceeds Account pursuant to Clause 12.12 (Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan) until
such time as the balance thereof is the amount referred to in (ii) below; and

(ii)
thereafter, the aggregate amount required to pay the next scheduled principal and interest instalment under this Agreement on or before the next Repayment
Date (with scheduled interest in respect of any Hedged Portion being deemed to be payable at the applicable Fixed Rate); and

(b) the amount from time to time deposited pursuant to Clause 16.33(b)(ii) (Leverage Ratio),

26

B is the amount of all of the Loans (as defined in the Sister Loan Agreement) outstanding under the Sister Loan Agreement; and

C is the amount of all of the Loans outstanding under this Agreement.

S&P means Standard & Poor's Ratings Group and any successor thereto.

Scheduled Delivery Date means 31 July 2011.

Scheduled Instalment Amount means:





Screen Rate means the British Bankers Association Interest Settlement Rate for the relevant currency and Term displayed on the BBA Page LIBOR 01. If the relevant
page is replaced or the service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the
Owner and the Lenders.

Secured Liabilities means all present and future obligations and liabilities (actual or contingent) of the Owner, the Bareboat Charterer, the Parent, the Parent
Shareholder, the Sister Owner, the Sister Parent and Ocean Rig to the Secured Parties or any of them under or in connection with any Finance Document or any Sister
Finance Document.

Secured Party means a Finance Party and any Sister Finance Party or GIEK.

Security Agreements means:












(a) for the Instalment payable on the Instalment Loan 1 Utilisation Date, the lower of 15.45% of the Expected Contract Price and US$106,789,466;
(b) for the Instalment payable on the Instalment Loan 2 Utilisation Date, the lower of 15.05% of the Expected Contract Price and US$104,040,750;
(c) for the Instalment payable on the Instalment Loan 3 Utilisation Date, the lower of 15.05% of the Expected Contract Price and US$104,040,750;
(d) for the Instalment payable on the Delivery Loan Utilisation Date, the lower of 40.125% of the Expected Contract Price and US$277,442,000.
(a) the Mortgage;
(b) the Mortgage Amendment Agreement;
(c) the General Assignment;
(d) the Share Charge;
(e) Bareboat Charterer Pledge of Shares;
(f) the Share Charge Accession Deed;
(g) the Swap Agreement Assignment;
(h) the Delivery General Assignment;

27





















Security Assets means any asset which is the subject of a Security Interest created by a Security Document.

Security Document means:



Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar
effect.



(i) the Owner Accounts Charge Agreement;
(j) the Bareboat Charterer Accounts Charge Agreement;
(k) each Charter Assignment;
(l) the Ocean Rig Petrobras Charter Assignment;
(m) the Bareboat Charterer Petrobras Charter Assignment;
(n) the Bareboat Charter Assignment;
(o) the OCR Time Charter Assignment
(p) the Management Agreement Assignment;
(q) the Management Agreement Assignment Side Letter;
(r) the Floating Charge;
(s) the Sponsor Guarantee;
(t) the Ocean Rig Guarantee;
(u) the Ocean Rig Guarantee Confirmation;
(v) the Confirmatory Charge;
(w) the Confirmatory Charge No.2;
(x) the Bareboat Charterer Guarantee;
(y) the Petrobras Consent;
(z) the Bareboat Charterer Insurances Assignment; and
(aa) any other document designated as such in writing by the Owner and the Facility Agent.
(a) each Security Agreement; and
(b) any other document evidencing or creating security over any asset of the Owner, or Ocean Rig or the Bareboat Charterer as relevant to secure any obligation of
the Owner, or Ocean Rig or the Bareboat Charterer as relevant to the Finance Parties or any of them under the Finance Documents.

28

Security Period means the period beginning on the date of the relevant Security Document and ending on the date on which all the Secured Liabilities have been
unconditionally and irrevocably paid, performed and discharged in full.

Share Charge means the charge in respect of the issued share capital of each of the Owner, the Parent and the Parent Shareholder dated 18 July 2008, as acceded to by
Ocean Rig pursuant to the Share Charge Accession Deed dated 19 March 2009 and as most recently amended on the Effective Date, and granted by each of the Parent,
the Parent Shareholder and Ocean Rig, respectively, in favour of the Security Trustee.

Share Charge Accession Deed means the accession deed to the Share Charge between, amongst others, the Parent, the Parent Shareholder and Ocean Rig pursuant to
which Ocean Rig became a party to the Share Charge and dated 19 March 2009.

Shipbuilding Contract means the turn key building contract between the Builder and the Owner dated as of 24 January 2008 (as may further be amended or
supplemented from time to time) pursuant to which the Builder agreed to build and deliver the Vessel to the Owner.

Sister Additional Reserve Transfers has the meaning given to the term "Additional Reserve Transfers" in the Sister Loan Agreement.

Sister Drilling Charter has the meaning given to the term "Drilling Charter" in the Sister Loan Agreement.

Sister Event of Default has the meaning given to the term "Event of Default" in the Sister Loan Agreement.

Sister Finance Documents has the meaning given to the term "Finance Documents" in the Sister Loan Agreement.

Sister Finance Party has the meaning given to the term "Finance Party" in the Sister Loan Agreement.

Sister Five Year Drilling Charter has the meaning given to the term "Five Year Drilling Charter" in the Sister Loan Agreement.

Sister Loan Agreement means the credit facility agreement entered into on 18 July 2008 as amended and supplemented from time to time and as most recently
amended and restated on 27 April 2011 between the Sister Owner, the Original Lenders as lenders, the Security Trustee as security trustee and the Facility Agent as
facility agent in respect of the Sister Vessel.

Sister Owner means Drillship Skopelos Owners Inc., a company incorporated in the Marshall Islands having its registered office at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, Marshall Islands.

Sister Parent has the meaning given to the term "Parent" in the Sister Loan Agreement.

Sister Refund Guarantee means the refund guarantee issued by the Refund Guarantor in favour of the Sister Owner.

Sister Security Trustee has the meaning given to the term "Security Trustee" in the Sister Loan Agreement.




29

Sister Shipbuilding Contract means the turn key building contract between the Builder and the Sister Owner dated as of 24 January 2008 pursuant to which the
Builder agreed to build and deliver the Sister Vessel to the Sister Owner.

Sister Three Year Drilling Charter has the meaning given to the term "Three Year Drilling Charter" in the Sister Loan Agreement.

Sister Vessel means the drillship being constructed by the Builder with Hull Number 1866 pursuant to the Sister Shipbuilding Contract.

Software Licences means, at any time, all licences granted to the Owner in respect of the Operational Software.

Software Records means, at any time, records in respect of:





Sponsor means Dryships Inc.

Sponsor Equity means the aggregate of any Balancing Equity Contribution, the Initial Equity Contribution, the Equity Collateral and the Equity Contributions.

Sponsor Guarantee means the guarantee and indemnity from the Sponsor in favour of the Finance Parties dated on or about the date of the Effective Date.

Subsidiary means:



Swap Agreement means any ISDA Master Agreement, schedule (including any credit support annexed thereto) and any confirmations entered into between a Swap
Bank and the Owner or any other hedging arrangement entered into between a Swap Bank and the Owner prior to the Utilisation Date for the Incidental Costs Loan in
connection with at least 75 per cent. of the interest expected to be payable under this Agreement in respect of the KEXIM Loans and the Commercial Loans, as
estimated by the Swap Banks and as may be amended from time-to-time.

Swap Agreement Assignment means the assignment of certain Swap Agreements, entered into by the Owner in favour of the Security Trustee and dated 6 August
2008.

Swap Bank means Deutsche Bank AG acting through its London branch (or any Affiliate thereof) and from time to time, any person party to the DPP in its capacity as
a swap bank.



(a) the Operational Software;
(b) the identity of the then current suppliers of the Operational Software;
(c) all upgrades carried out in respect of the Operational Software or changes to the Software Licences; and
(d) all Software Licences.
(a) a subsidiary within the meaning of section 736 of the Companies Act 1985; and
(b) unless the context otherwise requires, a subsidiary undertaking within the meaning of section 258 of the Companies Act 1985.

30

Swap Costs means any amount payable by the Owner under a Swap Agreement except for any Swap Termination Payment.

Swap Limit means US$40,000,000.

Swap Termination Payment means any sums payable or owing by the Owner to a Swap Bank under or in connection with an Event of Default (as that term is defined
in the relevant Swap Agreement) or Termination Event (as that term is defined in the relevant Swap Agreement) or the occurrence of an Early Termination Date (as that
term is defined in the relevant Swap Agreement) pursuant to a Swap Agreement whether or not matured and whether or not liquidated.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest payable in connection with any failure
to pay or any delay in paying any of the same).

Tax Deduction means a deduction or withholding for or on account of Tax made from a payment under a Finance Document.

Tax Payment means a payment made by the Owner to a Lender in any way relating to a Tax Deduction or under any indemnity given by the Owner in respect of Tax
under any Finance Document.

Technical Adviser means Det Norske Veritas or any replacement marine surveyor, valuer or other technical adviser appointed by the Facility Agent on behalf of the
Lenders, in consultation with the Owner, to review project progress on the Shipbuilding Contracts and Drilling Charter and to report to the Lenders thereon.

Technical Proposal means the technical due diligence proposal dated 30 June 2008 and issued by the Technical Adviser.

Technical Records means all technical data, manuals, logbooks and other records (whether kept or to be kept in compliance with any Applicable Law or any
requirement of any Government Entity or the Drilling Charter) relating to the Vessel.

Term means each period determined under Clause 8 (Terms) by reference to which interest payable on a Loan is calculated.

Three Year Drilling Charter means a Drilling Charter entered into for a minimum term (excluding any optional extensions) of three (3) years, but less than five (5)
years, from the Final Completion Date.

Total Loss means, in relation to the Vessel:






(a) actual, constructive, compromised, agreed or arranged total loss of the Vessel;
(b) requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire; and
(c) capture, seizure, arrest, detention or confiscation of the Vessel by any Government Entity or by persons acting or purporting to act on behalf of any
government or any other person or entity which deprives the Owner of the Vessel or, as the case may be the Charterer, or as the case may be in relation to the
Petrobras Charter Ocean Rig prior to, and the Bareboat

31

Charterer during, the Bareboat Charter Period, of the use of the Vessel for more than 60 days after that occurrence.

Transaction Authorisation means any authorisation, permit, licence, consent or approval required by any person or customary for any person to hold in connection
with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Transaction Documents, excluding authorisations agreed not
to be delivered under the Transaction Documents.

Transaction Documents means the Finance Documents and Related Contracts.

Transfer Certificate means a certificate, substantially in the form of Schedule 4 (Form of Transfer Certificate), with such amendments as the Security Trustee and the
Owner may approve or reasonably require or any other form agreed between the Security Trustee and the Owner.

Undrawn Amount means an amount, determined as at the Final Completion Date, equal to the Maximum Facility Amount less the aggregate of the Loans outstanding
as at the Final Completion Date following the advance of the Delivery Loan.

Undrawn Amount Loan means any Loan to be advanced under the terms of this Agreement in relation to the Undrawn Amount.

Utilisation Date means each date on which a Facility or any part thereof is utilised.

Vessel means the drillship being constructed in accordance with the Shipbuilding Contract with Hull Number 1865, including all the topside, equipment, buyer's
supplies, parts, material and items constructed, manufactured or assembled under the Shipbuilding Contract incorporated in or attached to it.

Vessel Cost means the total of (a) the Contract Price, (b) the Incidental Costs, and (c) any other costs agreed by all of the Lenders.

Workscope means the workscope of the Technical Adviser as set out in the Technical Proposal.

1.2 Construction








(a) In this Agreement, unless the contrary intention appears, a reference to:
(i) an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;
(ii) assets includes present and future properties, revenues and rights of every description;
(iii) an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;
(iv) disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;
(v) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;

32

















(vi) a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or
consortium), government, state, agency, organisation or other entity whether or not having separate legal personality and shall include its successors,
permitted assignees and permitted transferees;
(vii) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of
law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational
body, agency, department or regulatory, self-regulatory or other authority or organisation;
(viii) know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any Applicable
Law to identify a person who is (or is to become) its customer;
(ix) a currency is a reference to the lawful currency for the time being of the relevant country;
(x) a Default being outstanding or continuing means that it has not been cured, remedied or waived;
(xi) a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;
(xii) a Clause, a Subclause, an Appendix or a Schedule is a reference to a clause, subclause, appendix of, or a schedule to, this Agreement;
(xiii) a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
(xiv) a Finance Document, Sister Finance Document, other document or security includes (without prejudice to any prohibition on amendments) any
amendment to that Finance Document, Sister Finance Document or other document or security, including any change in the purpose of, any extension
of or any increase in the amount of a facility or any additional facility;
(xv) a time of day is a reference to London time; and
(xvi) words importing the plural shall include the singular and vice versa.
(b) Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:
(i) if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the
preceding Business Day (if there is not);
(ii) if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and

33











2. FACILITIES

2.1 Loan Facility




(iii) notwithstanding subparagraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next
month or the calendar month in which it is to end, as appropriate.
(c) Unless expressly provided to the contrary in a Finance Document, a person (other than any Secured Party or Affiliate of such Secured Party) who is not a party
to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any term of any Finance
Document, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of that Finance
Document.
(d) Unless the contrary intention appears or unless the context otherwise permits:
(i) a reference to a Party will not include that Party if it has ceased to be a party under this Agreement;
(ii) a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in
that Finance Document or notice as in this Agreement; and
(iii) any obligation of the Owner under the Finance Documents which is not a payment obligation remains in force in accordance with its terms for so long
as any payment obligation of the Owner is or may be outstanding under the Finance Documents.
(e) If, following the occurrence of an Event of Default which is continuing, any Finance Party acting reasonably considers that an amount paid to it under a
Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount shall not
be considered to have been irrevocably paid for the purposes of that Finance Document.
(f) The headings in this Agreement do not affect its interpretation.
(g) Where the Owner requests any amendment, waiver or grace period in respect of any provision of the Transaction Documents which would conflict with any
provision of the GIEK Guarantee or require consent from GIEK under the GIEK Guarantee, the Eksportfinans Lenders may request the Facility Agent to ask
GIEK for a response to such request and the Facility Agent shall not be obliged to respond to the Owner until it receives a response from GIEK.
(h) Where the Owner requests any amendment, waiver or grace period in respect of any provision of the Transaction Documents which would conflict with any
provision of the KEXIM Guarantee or require consent from KEXIM, the KEXIM Lenders may request the Facility Agent to ask KEXIM for a response to such
request and the Facility Agent shall not be obliged to respond to the Owner until it receives a response from KEXIM.
(a) Subject to the terms of this Agreement, the Lenders make available to the Owner a term loan facility in a maximum aggregate amount equal to the Maximum
Facility Amount.

34


2.2 Purpose

Each Loan may be used only in or towards:




2.3 No obligation to monitor

No Finance Party is obliged to monitor or verify the utilisation of any Loan.

2.4 Nature of a Finance Party's rights and obligations










3. CONDITIONS PRECEDENT

3.1 Conditions precedent documents




(b) The Facility shall be capable of being drawn up to the Maximum Facility Amount on the dates described in Clause 4.2(a) (Completion of Requests).
(a) financing or refinancing the cost of construction of the Vessel pursuant to the Shipbuilding Contract;
(b) financing such other items and costs as are included in the Vessel Cost; and
(c) payment of amounts as described in Clause 4.1(e) (Giving of Requests).
(a) Unless otherwise agreed in writing by all the Finance Parties:
(i) the obligations of a Finance Party under the Finance Documents are several;
(ii) failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;
(iii) no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;
(iv) the rights of a Finance Party under the Finance Documents are separate and independent rights;
(v) a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights; and
(vi) a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.
(b) If at any time a Finance Party fails to pay when due its share of any Loan amount when required to do so, the Mandated Lead Arranger agrees that it shall
consult with the Owner for a reasonable period of time and act in good faith to assist the Owner in resolving the matter, but at all times without any liability on
the part of the Mandated Lead Arranger.
(c) Each Swap Bank is a Party to this Agreement only in order to take the benefit of the rights given to the Finance Parties by this Agreement.
(a) A Request in respect of any Loan may not be given until the Facility Agent has notified the Owner and the Lenders that it has received all of the documents
and evidence set out in

35

Schedule 2 (Conditions Precedent) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent or that it expects to receive
outstanding documents or evidence on or before the Utilisation Date of such Loan or, in the case of evidence on the payment of the Equity Contribution, Balancing
Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after the date of service of the relevant Request to the Facility Agent
(provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant Utilisation Date (or, in the case of evidence
of the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which falls one (1) Business Day after the date the Request
is served), such outstanding documents or evidence have been received by the Facility Agent in form and substance satisfactory to the Facility Agent. The Facility
Agent must give this notification to the Owner and the Lenders promptly upon being so satisfied.


"We have today credited to the account of ["The Export-Import Bank of Korea"] (account number [] with [] ([here inset international recognition codes]) the amount
of [insert here the amount of final Loan to be used in respect of the Delivery Date Instalment] United States Dollars (US$[]) (the Deposit ). This payment is made in
connection with the delivery instalment which will become payable by Drillship Kithira Owners Inc. (the Buyer ) to Samsung Heavy Industries Co., Ltd. (the Builder )
under the terms of the shipbuilding contract dated 24th January 2008 relating to Hull no. 1865 (the Ship ). You are irrevocably instructed to order the release of the
Deposit to either (a) the Builder upon your receipt of both (i) a copy of the Protocol of Delivery and Acceptance relating to the Ship signed by the Builder and the Buyer
and (ii) a written confirmation from the Facility Agent that the Deposit may be released to the Builder or (b) us (for credit to account number [] to [] ([here insert
international recognition codes]) upon your receipt of written instructions from both us and the Buyer to do so. If, by noon (Korean time) on the date which falls [5]
days after the proposed Delivery Date, you have not ordered the release of the Deposit to the Builder in accordance with (a) above or to us in accordance with (b) above
you shall (unless otherwise instructed by us) immediately instruct the return of the Deposit to us (for credit to the account referred to above) on and for value on the date
which falls [5] days after the proposed Delivery Date."]


3.2 Further conditions precedent

The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that
Loan:


Samsung to confirm - see Article II paragraph 5(c) of the Shipbuilding Contract .


(b) That part of the Delivery Loan which relates to all or part of the Instalment payable on the Delivery Date shall, if the Delivery Date has not at such time
occurred, be deposited by the Facility Agent into the account of [the Refund Guarantor]
1
(the Escrow Account ) with its correspondent bank in New York
three Business Days prior to the proposed Delivery Date, subject to the following irrevocable instructions (addressed to [the Refund Guarantor] with a copy to
the correspondent bank):
(c) If the Delivery Date has not occurred at the time the Request for the Delivery Loan is served, the Owner undertakes with the Finance Parties not to sign a
Protocol of Delivery and Acceptance in respect of the Vessel unless the Facility Agent has confirmed that the conditions precedent referred to in Clause 3.1(a)
above in respect of the Delivery Loan above have been or will, simultaneously with such signing, be satisfied.
(a) the Repeating Representations are correct in all material respects;

36

(b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan;







3.3 Waiver of conditions precedent

The conditions precedent in this Clause 3 are solely for the benefit of the Lenders, and may be waived on their behalf in whole or in part and with or without conditions
by the Facility Agent (acting on the instructions of all of the Lenders).

4. UTILISATION

4.1 Giving of Requests






(c) the Facility Agent has received an officer's certificate from the Owner confirming that:
(i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing
at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement;
(ii) no Related Contracts have been rescinded or terminated by any party to them;
(iii) no action has been taken by (a) the Owner or (b) by any other party which might in any way render any Related Contract inoperative or
unenforceable, in whole or in any part; and
(iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors' process), 18.9 (Cessation of
business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner's knowledge and belief (acting with the proper due
diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if
applicable); and
(d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement
are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such
Utilisation Date.
(a) The Owner may borrow a Loan by giving to the Facility Agent a duly completed Request.
(b) Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. three Business Days
prior to the date of the proposed borrowing and, in respect of the Delivery Loan, ten Business Days prior to the date of the proposed borrowing. The Owner
undertakes that any advance notices regarding expected payment dates of Instalments shall be promptly delivered to the Facility Agent at the same time as such
notices are received by the Owner or the Manager, as the case may be, from the Builder. The Facility Agent shall provide copies of such advance notices
promptly to KEXIM upon receipt of the same from the Owner and to the other Lenders upon request.
(c) The Owner may, subject to Clauses 4.1(d) and 4.1(e), submit up to only four Requests, one in respect of each of the Instalment Loan 1, the Instalment Loan 2,
the Instalment Loan 3, and the Delivery Loan (each an Instalment Loan ).

37




4.2 Completion of Requests

A Request will not be regarded as having been duly completed unless:













(d) Notwithstanding Clause 4.1(c), the Owner may submit one Request for the Incidental Costs Loan and Requests for Incidental Vessel Costs Loans in
accordance with the provisions of Clause 4.2 (Completion of Requests).
(e) Notwithstanding Clause 4.1(c), if on the Final Completion Date there is an Undrawn Amount, the Owner may, if the Facility Agent (acting on the instructions
of all the Lenders who shall have full discretion in connection with such instructions) so agrees, and on such terms and subject to such conditions as the
Facility Agent may, acting on such instructions, require, submit a Request for an amount not exceeding the Undrawn Amount to be used to reimburse the
Owner for amounts of Vessel Costs paid by it and not already financed hereunder or such other purposes as the Lenders may agree.
(f) Each Request is irrevocable.
(a) the Utilisation Date is a Business Day falling within the relevant Availability Period for that Loan and:
(i) for an Instalment Loan (other than the Delivery Loan), is the date on which the corresponding Instalment is payable under the terms of the
Shipbuilding Contract or, in the case of an Instalment Loan which is to be used to refinance an Instalment, is a date after the date on which the Owner
has paid the corresponding Instalment to the Builder under the Shipbuilding Contract;
(ii) for the Delivery Loan, is the Delivery Date; or
(iii) for an Incidental Vessel Costs Loan:
(A) for the first Incidental Vessel Costs Loan, is a date on or after the date of this Agreement; and
(B) for the second Incidental Vessel Costs Loan, is a date not earlier than 31 October 2008 and for any other Incidental Vessel Costs Loan, is a
date falling at least three (3) months after the previous Incidental Vessel Costs Loan Utilisation Date
(b) the requested Incidental Costs Loan is in an amount not exceeding the aggregate amount of:
(i) the Incidental Loan Costs incurred in the period up to and including the Utilisation Date of the Incidental Costs Loan;
(ii) the aggregate amount of the Approved Incidental Vessel Costs payable in the period up to and including the Utilisation Date of the Incidental Costs
Loan and supported by invoices or receipts; and
(iii) the aggregate estimated amount of Approved Incidental Vessel Costs which will become payable in the period up to and including the Utilisation Date
of the Instalment Loan 1, supported by evidence satisfactory to the Facility Agent (acting in its sole discretion);

38








a percentage of the Scheduled Instalment Amount or, as applicable the Approved Incidental Vessel Costs (in each case determined by the Facility Agent) to be derived
from an iterative process in a manner that the expected LTC Ratio at the Utilisation Date following the advance of the Loan equals zero point seven (0.7); or


together with the Incidental Loan Costs to be capitalised or, as the case may be, reimbursed on that Utilisation Date in accordance with Clause 4.4; and






Only one Loan may be requested in a Request.


(c) the requested Loan (other than the requested Incidental Costs Loan) is in an amount not exceeding:
(i) if either:
(A) the Petrobras Charter has been entered into at least ten (10) Business Days prior to the relevant Utilisation Date; or
(B) if a Drilling Charter and a Sister Drilling Charter has been entered into ten (10) Business Days prior to the relevant Utilisation Date; and
(I) the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is a Sister Five Year Drilling Charter; or
(II) the Drilling Charter is a Five Year Drilling Charter and the Sister Drilling Charter is a Sister Three Year Drilling Charter; or
(III) the Drilling Charter is a Three Year Drilling Charter and the Sister Drilling Charter is a Sister Five Year Drilling Charter,
(ii) if the conditions in Clause 4.2(c)(i) have not been met, a percentage of the Scheduled Instalment Amount or, as applicable the Approved Incidental
Vessel Costs (in each case determined by the Facility Agent) to be derived from an iterative process in a manner that the expected LTC Ratio at the
Utilisation Date following the advance of the Loan equals zero point four (0.4),
(d) the amount requested for any Loan when aggregated with:
(i) existing Loans advanced by the Lenders;
(ii) the amounts to be drawn down under any other Request issued for drawdown on the proposed Utilisation Date; and
(e) all amounts capitalised pursuant to Clause 4.4, do not exceed the Maximum Facility Amount; and
(f) subject to Clause 4.3, the amount of the Loan requested is apportioned pro rata to the Eksportfinans Loan, the KEXIM Loan and the Commercial Loan by reference to
the proportion of the Total Commitments borne by the Commitments of the Eksportfinans Lenders, the KEXIM Lenders and Commercial Lenders respectively at the
relevant time.

39

4.3 Advance of Loan






and taking into account the amount actually lent by the Eksportfinans Lenders in respect of any Instalment Loans for already drawn.









4.4 Capitalisation of interest payable to Commercial Lenders and KEXIM Lenders




(a) The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan (as calculated by the Facility
Agent in accordance with this Clause 4.3).
(b) No Eksportfinans Lender is obliged to participate in the Incidental Costs Loan or any Incidental Vessel Costs Loan.
(c) The amount of each Lender's share of each requested Instalment Loan will be its Pro Rata Share on the proposed Utilisation Date but adjusted so that the total
amount lent by the Eksportfinans Lenders in respect of such Loan is equal to the aggregate which would have been, and would be, lent by the Eksportfinans
Lenders, if:
(i) they had participated to the extent of their Pro Rata Share in the Incidental Costs Loan and each Incidental Vessel Costs Loan drawn on or prior to the
Utilisation Date of the relevant Instalment Loan; and
(ii) they were to participate to the extent of their Pro Rata Share in the relevant Instalment Loan,
(d) The Facility Agent shall calculate the amount to be lent by each of the Lenders in connection with each Instalment Loan and shall notify each of the Lenders of
such amount as soon as practicable after receipt by the Facility Agent of the Request relating to that Instalment Loan.
(e) No Lender is obliged to participate in a Loan if, as a result:
(i) its share in the Loans under the Facility would exceed its Commitment;
(ii) the Loans would exceed the Total Commitments;
(iii) in respect of the Eksportfinans Lenders, the aggregate of the Eksportfinans Loans would exceed the Maximum Eksportfinans Loan Amount;
(iv) in respect of the KEXIM Lenders, the aggregate of the KEXIM Loans would exceed the Maximum KEXIM Loan Amount; or
(v) in respect of the Commercial Lenders, the aggregate of the Commercial Loans would exceed the Maximum Commercial Loan Amount;
(f) If the conditions set out in this Agreement have been met, each Lender must ensure that its share in the requested Loan will be available to the Facility Agent
for the Owner through its Facility Office by 10.00 a.m. on the relevant Utilisation Date.
(a) During the Pre-Completion Period the Commitment fee payable in accordance with Clause 22.1 (Commitment fee), and interest calculated and payable in
accordance with Clause 7.1 (a) and 7.1 (c) (other than any such Commitment fees or interest included in the Incidental

40

Costs Loan or interest payable to the Eksportfinans Lenders under this Agreement) shall accrue and shall, on the last day of each Term during the Pre-Completion
Period, be capitalised and added to the principal amount of the Loans outstanding.


5. REPAYMENT





6. PREPAYMENT AND CANCELLATION

6.1 Mandatory prepayment - illegality









(b) The amount of any Incidental Loan Costs to be capitalised may not in any circumstances exceed, when aggregated with the Loans already made and amounts
of Incidental Loan Costs already capitalised under the relevant Loan, the Maximum Facility Amount or cause the applicable LTC Ratio set out in Clause 4.2
(c) (i) or 4.2 (c) (ii) to be breached. Any Incidental Loan Costs due and payable which cannot be capitalised in accordance with this Clause 4.4 must be paid by
the Owner on the due date.
(a) The Owner must repay the Loans to the Facility Agent on each Repayment Date in accordance with the Repayment Schedule.
(b) The Facility Agent shall notify the Owner and the Lenders of any change in the amount or the timing of any Repayment Instalment as soon as practicable prior
to or, as the case may be, after the Final Completion Date. In the event of any such notification, the Facility Agent shall replace the Repayment Schedule
attached at Schedule 5 (Loan Repayment Schedule) with a new Repayment Schedule reflecting the correct Repayment Instalments and the correct Repayment
Dates and promptly provide a copy thereof to the Owner and the Lenders.
(c) The Loans shall be repaid in full on the Final Maturity Date.
(d) Any amounts repaid under this Clause 5 may not be re-borrowed.
(a) If it becomes, or to the knowledge of any Lender is to become, unlawful or otherwise prohibited (whether temporarily or permanently) in any jurisdiction for a
Lender to perform any of its obligations as contemplated by a Finance Document or to fund or maintain its share in one or more of the Loans, or to exercise
any of its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the Owner (any such event being a Lender Event ).
(b) After notification under paragraph (a) above (and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d)
below):
(i) the Owner must repay or prepay the share of that Lender in the relevant Loan or Loans on the date specified in paragraph (c) below; and
(ii) the Commitments of that Lender will be immediately cancelled.
(c) The date for prepayment of a Lender's share in a Loan will be:
(i) the last day of the current Term of that Loan; or

41



6.2 Mandatory prepayment - Total Loss, sale and Related Contracts

The Owner shall be obliged to prepay the whole of the Loans then outstanding (and each Lender's Commitments shall be immediately cancelled) in the following
circumstances and at the following times:










(ii) if earlier, the date specified by that Lender in the notice delivered to the Owner under paragraph (a) above (being no earlier than the last day of any
applicable grace period permitted by Applicable Law).
(d) If, prior to the occurrence of a Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter
into discussions in good faith for a period of twenty (20) days (or such shorter period, if any, as may be available prior to the Lender Event taking effect) (the
Lender Consultation Period ) with a view to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and
binding obligations, in form and substance satisfactory to that Lender and the Owner, are put in place. If that Lender and the Owner cannot agree and complete
such arrangements prior to the end of the Lender Consultation Period, the Owner shall be obliged to immediately prepay the share of that Lender in the Loan
on the date specified in paragraph (c) above.
(a) if there is a Total Loss (whether before or after the Delivery Date), on the earlier of:
(i) the date falling 90 days after the Date of Total Loss; and
(ii) the date of receipt by the Owner or the Security Trustee of the proceeds of insurance relating to such Total Loss;
(b) if the Owner, or in the case of the Petrobras Charter the Bareboat Charterer, fails to deliver the Vessel to the Charterer in accordance with the terms of a
Drilling Charter (other than in circumstances where there is a Charter Termination Event), on the date of such failure;
(c) if either the Builder or the Owner is in breach of any of its material obligations under the Shipbuilding Contract, or either the Manager, the Bareboat Charterer
or the Owner is in breach of any of its material obligations under any other Related Contract, on the date falling 20 days after the date on which the Facility
Agent gives written notice to the Owner that the Majority Lenders have so determined and such breach is not remedied or otherwise compensated for, in each
case, to the satisfaction of the Majority Lenders within such period, or if the matter has been referred to arbitration within that 20-day period, upon the earlier
of a settlement being reached in respect of such arbitration and 5 days after the receipt of the final arbitration award;
(d) if the Vessel has not been delivered by the Builder by the Petrobras Acceptance Longstop Date;
(e) if a material part of the assets of the Charterer or, if applicable, the Charterer Parent are seized, expropriated, or compulsorily acquired, nationalised,
confiscated or requisitioned by any Government Entity or by persons purporting to act on behalf of any Government Entity, subject, however, to the provisions
of Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement);

42








Ocean Rig ceases to have direct or indirect control of the Owner at any time, or the Bareboat Charterer during the Bareboat Charter Period, or to own directly or
indirectly more than 50% of the voting capital or similar right of ownership of the Owner at any time, or the Bareboat Charterer during the Bareboat Charter Period (and
control for this purpose means the power to direct the management and the policies of the Owner, or the Bareboat Charterer as relevant, whether through the ownership
of voting capital, by contract or otherwise), without the prior written consent of the Facility Agent (acting on the instructions of all the Lenders). The Facility Agent
agrees that it will consult with the Owner in good faith (taking into account, inter alia, the security and credit position of the Finance Parties) should the Owner or Ocean
Rig approach the Facility Agent with a proposal to effect an initial public offering of the Owner (but without an obligation on the part of any of the Finance Parties to
consent to any such proposed initial public offering); or


6.3 Mandatory prepayment amount - Sister Vessel

The Owner shall be obliged to prepay the Required Prepayment Percentage of each of the Loans then outstanding (and each Lender's Commitment shall be immediately
pro rata cancelled) in the following circumstances and at the following times:



6.4 Mandatory Prepayment - Invalidity of Finance Documents or Related Contracts




(f) if a Charter Termination Event occurs, on the date of the occurrence of such Charter Termination Event, subject, however, to the provisions of Clause 16.23
(Breach or Termination of Drilling Charter or Management Agreement);
(g) if the Vessel is sold, on or before the date on which the sale is completed;
(h) if the Shipbuilding Contract is terminated in circumstances where the Refund Guarantee is payable upon the earlier of:
(i) the date of receipt of the moneys under the Refund Guarantee; and
(ii) 20 days after the date of termination or if the matter has been referred to arbitration within that 20-day period, upon the earlier of a settlement being
reached in respect of such arbitration and 5 days after the receipt of the final arbitration award;
(i) if the Shipbuilding Contract is terminated in circumstances other than those referred to in paragraph (c), on the date of its termination;
(j) if
(k) if on or prior to the Delivery Date the obligations and requirements under Clause 16.35 (Petrobras Charter) below have not been satisfied.
(a) if the Sister Vessel is sold, on or before the date on which the sale is completed; or
(b) if Ocean Rig ceases, for whatever reason, to own or retain the legal and beneficial interest in at least 50% of the shares of the Sister Owner.
(a) Without prejudice to the provisions of Clause 6.1 (Mandatory prepayment - illegality), if the Facility Agent or the Owner become aware that any of the
following (an Invalidity Event ) has occurred or is likely to occur:

43




then the Facility Agent or the Owner, as the case may be, shall as soon as practicable after becoming aware thereof give each other notice of the same (an Invalidity
Notice ) and, subject to paragraph (b) below, following receipt of an Invalidity Notice the Owner shall immediately prepay the outstanding Loans together with accrued
interest and all other amounts accrued under the Finance Documents, and the Commitments of the Lenders shall be immediately cancelled.


6.5 Mandatory Prepayment - unconditional acceptance of the Vessel by Petrobras Tanzania

The Owner shall be obliged to prepay the whole of the Loans then outstanding (and each Lender's Commitments shall be immediately cancelled) if in relation to the
Petrobras Charter only, by the Petrobras Acceptance Longstop Date:






(i) any Finance Document or Related Contract or any material provision of any such document ceasing to be valid in any way which, in the case of a
Finance Document, is material and, in the case of a Related Contract, in any way which has a Material Adverse Effect or is alleged by the Owner to be
ineffective in accordance with its terms for any reason;
(ii) any Security Document creating a Security Interest in favour of the Security Trustee (on trust for the Finance Parties) ceasing to provide a perfected
first priority security interest in favour of the Security Trustee (on trust for the Finance Parties) (subject to any Permitted Liens having priority in law);
or
(iii) the Owner repudiates a Finance Document,
(b) If, prior to the occurrence of an Invalidity Event, the Facility Agent or the Owner receives an Invalidity Notice, the Facility Agent (acting on the instructions of
the Majority Lenders) and the Owner shall enter into discussions in good faith for a period of 20 days or such shorter period, if any, as may be available prior
to the Invalidity Event taking effect (the Consultation Period ) with a view to agreeing how the effects of the Invalidity Event can be avoided so that
alternative legal, valid and binding obligations, in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) are
provided in replacement of the affected Finance Document or Related Contract. In conducting such discussions and reaching a conclusion, the Lenders shall
act in good faith but otherwise in their absolute discretion. If the Facility Agent (acting on the instructions of the Majority Lenders) and the Owner cannot
agree on and complete such arrangements prior to the earlier of the end of the Consultation Period and the date upon which the relevant Invalidity Event
becomes effective, the Owner shall be obliged to immediately prepay all outstanding Loans together with accrued interest and all other amounts accrued under
the Finance Documents, and the Commitments of the Lenders shall be immediately cancelled.
(a) the Initial Acceptance Tests (as that term is defined in the Petrobras Charter) in relation to the Vessel have not been completed and the Final Completion Date
has not occurred; and
(b) the Petrobras Charter Novation has not occurred; and
(c) the documents listed in Clause 16.37(b), and any notices, conditions precedent or other documents required thereunder have not been entered into, delivered or
satisfied.

44

6.6 Voluntary prepayment



6.7 Automatic cancellation

The relevant Commitments of each Lender will be automatically cancelled at the close of business on the last day of the relevant Availability Period.

6.8 Voluntary cancellation




6.9 Voluntary prepayment and cancellation






6.10 Partial prepayment of Loans




(a) The Owner may, at any time after the Final Completion Date and giving not less than 30 days' prior written notice to the Facility Agent, prepay a Loan in
whole or in part on the last day of the relevant Term so long as it simultaneously (or if not then permitted on the earliest permitted date) prepays a pro rata
amount of the principal outstanding under the Sister Loan Agreement.
(b) A prepayment must be in a minimum amount of US$10,000,000 and, in excess of that, in multiples of US$1,000,000.
(a) The Owner may, by giving not less than five Business Days' prior notice to the Facility Agent, cancel the unutilised amount of the Total Commitments in
whole or in part so long as it cancels a pro rata amount of commitments under the Sister Loan Agreement.
(b) Partial cancellation of the Total Commitments must be in a minimum amount of US$10,000,000 and, in excess of that, in multiples of US$1,000,000.
(c) Any cancellation in part will be applied against the relevant Commitment of each Lender pro rata and in respect of the Facility, across the Eksportfinans Loan,
the KEXIM Loan and the Commercial Loan pro rata.
(a) If the Owner is, or will be, required to pay to a Lender a Tax Payment or an Increased Cost, the Owner may, while the requirement continues, give notice to the
Facility Agent requesting prepayment and cancellation in respect of that Lender.
(b) After notification under paragraph (a) above:
(i) the Owner must repay or prepay that Lender's share in each Loan made to it on the date specified in paragraph (c) below; and
(ii) the Commitment of that Lender will be immediately cancelled.
(c) The date for prepayment of a Lender's share in a Loan will be the last day of the current Term for the relevant Loan or any earlier date agreed between the
Owner, the Facility Agent and that Lender.
(a) Except where this Clause 6 expressly provides otherwise, any partial prepayment of a Loan will be applied against the Repayment Instalments in the inverse
order of their maturity and shall be applied pro rata in respect of the amounts outstanding to the Eksportfinans Lenders, the KEXIM Lenders and the
Commercial Lenders.

45



6.11 Miscellaneous provisions





7. INTEREST

7.1 Calculation of interest













(b) Upon any such partial prepayment, the Facility Agent shall, if applicable, replace the Repayment Schedule attached at Schedule 5 (Loan Repayment Schedule)
with a new Repayment Schedule(s) reflecting the correct Repayment Instalments and promptly provide a copy thereof to the Owner.
(c) No amount of a Loan prepaid (in full or in part) under this Agreement may subsequently be re-borrowed.
(a) Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Loans and
Commitments.
(b) All prepayments under this Agreement must be made with accrued interest on the amount prepaid.
(c) All prepayments (whether voluntary or mandatory) under this Agreement shall be subject to Break Costs (if any). Each Lender claiming Break Costs shall, as
soon as reasonably practicable after demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Term in which they
accrue. The Facility Agent agrees to provide a copy of such certificate to the Owner upon request by the Owner.
(d) No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.
(a) The rate of interest on each Commercial Loan for each Term during the Pre-Completion Period and the Post-Completion Period is the percentage rate per
annum equal to the aggregate of:
(i) the Applicable Margin at such time;
(ii) LIBOR; and
(iii) the Mandatory Cost, if any.
(b) The rate of interest on each Eksportfinans Loan for each Term during the Pre-Completion Period and the Post-Completion Period shall be the aggregate of:
(i) the applicable Pre-Completion Eksportfinans Interest Rate or, as the case may be, the applicable Post-Completion Eksportfinans Interest Rate; and
(ii) the Mandatory Cost, if applicable.
(c) The rate of interest on each KEXIM Loan for each Term during the Pre-Completion Period and the Post-Completion Period shall be the aggregate of:
(i) LIBOR; and
(ii) the Applicable Margin at such time.

46






7.2 Payment of interest

Except where it is provided to the contrary in this Agreement, the Owner must pay accrued interest on each Loan on the last day of each Term.

7.3 Interest on overdue amounts






After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with paragraph (b) above.


7.4 Notification of rates of interest

The Facility Agent must promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

8. TERMS

8.1 Term




(d) Interest shall be calculated:
(i) subject to paragraph (ii) below, by reference to the actual number of days elapsed
and on the basis of a year of 360 days in respect of any Loan; and
(ii) on a 30/360 day basis in respect of any Eksportfinans Loan.
(e) Interest shall accrue from and including the first day of each Term to but excluding the last day of such Term.
(a) If the Owner fails to pay any amount payable by it under the Finance Documents, it must immediately on demand by the Facility Agent pay interest on the
overdue amount from its due date up to the date of actual payment, both before, on and after judgment.
(b) Interest on an overdue amount is payable at a rate determined by the Facility Agent to be the aggregate of 3% per annum above the rate which would have been
payable if the overdue amount had, during the period of non-payment, constituted a Loan. For this purpose, the Facility Agent may (acting reasonably) select
successive Terms of any duration of up to six months.
(c) Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current
Term, then:
(i) the first Term for that overdue amount will be the unexpired portion of that Term; and
(ii) the rate of interest on the overdue amount for that first Term will be 3% per annum above the rate then payable on that Loan.
(d) Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Terms but will remain immediately due and
payable.
(a) Each Loan has successive Terms.

47




8.2 Consolidation - Loans

A Term for a Loan will end on the same day as the current Term for any other Loan. On the last day of those Terms, those Loans will be consolidated and treated as one
Loan.

8.3 End of Term on Final Completion Date

If a Term in relation to a Loan advanced during the Pre-Completion Period would otherwise overrun the Final Completion Date, it will be shortened so that it ends on
the Final Completion Date. Each subsequent Term will be ascertained in accordance with Clause 8.1(c) (Term).

8.4 No overrunning the Final Maturity Date

If a Term would otherwise overrun the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date.

8.5 Other adjustments

The Facility Agent (with the prior consent of the Majority Lenders) and the Owner may enter into such other arrangements as they may agree for the adjustment of
Terms and the consolidation and/or splitting of Loans.

9. MARKET DISRUPTION

9.1 Failure of a Reference Bank to supply a rate

If LIBOR is to be calculated by reference to the Reference Banks but if a Reference Bank does not supply a rate by 11.00 a.m. on the second London Business Day
before the first day of the relevant Term, the applicable LIBOR will, subject as provided below, be calculated on the basis of the rates of the remaining Reference
Banks.

9.2 Market disruption





(b) The first term for a Loan will start on the Utilisation Date for that Loan and each subsequent Term for a Loan will start on the expiry of the preceding Term for
that Loan.
(c) Subject to the following provisions of this Clause 8 the duration of each Term shall be three (3) months during the Pre-Completion Period, provided always
that the first Term for the Incidental Costs Loan shall expire on 31st October 2008 or if earlier, at the next Repayment Date.
(d) Subject to the following provisions of this Clause 8 the duration of each Term shall be six (6) months during the Post-Completion Period, provided always that
the first Term after the Final Completion Date shall expire on the first Repayment Date set out in the Repayment Schedule, being 30th March 2012.
(a) In this Clause 9, each of the following events is a market disruption event :
(i) LIBOR is to be calculated by reference to the Reference Banks but no Reference Bank supplies a rate to the Facility Agent by 11.00 a.m. on the
second London Business Day before the first day of the relevant Term; or

48







9.3 Alternative basis of interest or funding




10. TAXES

10.1 Tax gross-up






(ii) the Facility Agent receives by close of business on the second London Business Day before the first day of the relevant Term notification from any
Lender or Lenders whose shares in the relevant Loan exceed 30% of that Loan that the cost to them of obtaining matching deposits in the relevant
interbank market is in excess of LIBOR for the relevant Term.
(b) The Facility Agent must promptly notify the Owner and the Lenders of a market disruption event.
(c) After notification under paragraph (b) above, the rate of interest on each Lender's share in the affected Loan for the relevant Term will be the aggregate of the
relevant:
(i) Applicable Margin at such time;
(ii) rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Term, to be
that which expresses as a percentage rate per annum the cost to that Lender of funding the Loan from whatever source it may reasonably select; and
(iii) Mandatory Cost, if applicable, to that Lender's participation in the Loan.
(a) If a market disruption event occurs and the Facility Agent or the Owner so require, the Owner and the Facility Agent must enter into negotiations for a period
of not more than 20 days with a view to agreeing to an alternative basis for determining the rate of interest and/or funding for the affected Loan and any
relevant future Loan.
(b) Any alternative basis agreed between the Owner and the Facility Agent will be, with the prior written consent of all the Lenders, binding on all the Parties.
(c) During the negotiation period referred to in paragraph (a) above and thereafter unless an agreement for such alternative basis is reached between the Parties,
the provisions of Clause 9.2 shall apply.
(a) The Owner must make all payments to be made by it under the Finance Documents without any Tax Deduction unless a Tax Deduction is required by
Applicable Law.
(b) Where the introduction of, or any change in, or any change in the interpretation, administration or application of, any Applicable Law or compliance with any
law or regulation made after the date of this Agreement requires the Owner, or as the case may be, the Facility Agent, to make a Tax Deduction, as soon as the
Owner or a Lender becomes aware of the same, it must promptly notify the Facility Agent. The Facility Agent must then promptly notify the affected Parties.
(c) Following any notification referred to in paragraph (b) above, the amount of the payment due from the Owner will be increased or, as the case may be, the
Owner shall make an additional payment, so that the amount (after making the Tax Deduction) received by the

49

recipient is equal to the payment which would have been due if no Tax Deduction had been required.



10.2 Tax indemnity






if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party. However, any payment deemed to be
received or receivable, including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated as
net income received or receivable for this purpose; or






(d) If the Owner is required to make a Tax Deduction, it must make the Tax Deduction and must make any payment required in connection with that Tax
Deduction within the time allowed by the Applicable Law.
(e) Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction or, if later, promptly following receipt of the
same, the Owner must deliver to the Facility Agent for the relevant Finance Party documents or other information (or certified copies thereof) evidencing
satisfactorily to that Finance Party that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing
authority.
(a) Except as provided below, the Owner must (within three Business Days of demand by the Facility Agent) indemnify a Finance Party by paying to such Finance
Party an amount equal to any loss or liability which that Finance Party determines will be or has been suffered by that Finance Party for or on account of Tax
in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.
(b) Paragraph (a) above does not apply:
(i) to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:
(A) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Office and is
treated as resident for tax purposes; or
(B) that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,
(ii) to the extent a loss or liability is compensated by an increased payment under Clause 10.1(c) (Tax gross-up).
(c) A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Facility Agent of the event which will give, or has
given, rise to the claim. The Facility Agent shall, in turn, notify the Owner.
(d) A Finance Party shall, on receiving a payment from the Owner under this Clause 10.2, notify the Facility Agent.

50

10.3 Confidentiality of Tax affairs

If a Lender intends to make a claim pursuant to Clause 10.2 (Tax indemnity) it shall, as soon as reasonably practicable after becoming aware that it may be entitled to
make a claim under Clause 10.2 (Tax indemnity), notify the Owner of the event by reason of which it is entitled to do so, provided that nothing herein shall require that
Lender to disclose any confidential information relating to the organisation of its affairs.

10.4 Stamp taxes

The Owner must pay and within five Business Days of demand indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to
all stamp duty, registration and other Taxes payable in respect of any Finance Document, except for any such Tax payable in connection with entering into a Transfer
Certificate.

10.5 Value added taxes




11. INCREASED COSTS

11.1 Increased Costs

Except as provided below in this Clause 11, the Owner must, within five Business Days of demand by the Facility Agent, pay to a Finance Party the amount of any
Increased Cost incurred by that Finance Party or any of its Affiliates as a result of:


(a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the
consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (b)
below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party must pay to the Finance Party (in
addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an
appropriate VAT invoice to such Party).
(b) If VAT is chargeable on any supply made by any Finance Party (the Supplier ) to any other Finance Party (the Recipient ) under a Finance Document, and
any Party (the Relevant Party ) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier
(rather than being required to reimburse the Recipient in respect of that consideration), such Party must also pay to the Supplier (in addition to and at the same
time as paying such amount) an amount equal to the amount of such VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any
credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.
(c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify
the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines
that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in
respect of the VAT.

51



11.2 Exceptions

The Owner need not make any payment for an Increased Cost to the extent that the Increased Cost is:





11.3 Claims



11.4 Mitigation




(d) Paragraph (a) does not in any way limit the obligations of the Owner under the Finance Documents.


(a) the introduction of, or any change in, or any change in the interpretation, administration or application of, any Applicable Law (including, for the avoidance of
doubt, the implementation of matters set out in Basel II or any other revisions to the Basel Accord); or
(b) compliance with any Applicable Law made after the date of this Agreement.
(a) compensated for under another Clause or would have been but for an exception to that Clause;
(b) attributable to the relevant Finance Party or any of its Affiliates wilfully failing to comply with any law or regulation;
(c) attributable to a Tax Deduction required by Applicable Law to be made by the Owner; or
(d) compensated for by the payment of Mandatory Cost.
(a) If a Finance Party intends to make a claim for an Increased Cost it must notify the Facility Agent of the circumstances giving rise to and the amount of the
claim, following which the Facility Agent will promptly notify the Owner.
(b) Each Finance Party must, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Cost.
(a) Each Finance Party must, in consultation with the Owner, use all reasonable endeavours to mitigate any circumstances which arise and which result or would
result in any amount being payable under or pursuant to, or cancelled pursuant to, any of Clause 10 (Taxes) or Clause 11 (Increased Costs) including (but not
limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office and, in respect of any Increased Cost
arising as a result of the implementation of the matters set out in Basel II or any other revisions to the Basel Accord, each Finance Party must apply its rights
under Clause 11.1(a) (Increased Costs) on a non-discriminatory basis.
(b) The Owner must indemnify that Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under
paragraph (a) above.
(c) A Finance Party is not obliged to take any step under this Clause 11.4 if, in the opinion of that Finance Party (acting reasonably), to do so would be prejudicial
to it.

52

12. ACCOUNTS

12.1 Maintenance of accounts

The Owner shall:



in each case free of Security Interests and rights of set-off other than as created by or pursuant to the Security Documents, provided that the Owner and the Bareboat
Charterer may open other unsecured accounts solely for administrative purposes and provided always that no Event of Default has occurred and is continuing at that
time.

12.2 Proceeds Account and Equity Account






(iii) into the Equity Account:







(a) maintain the Owner Accounts (other than the Equity Account) with the Account Bank until the Final Maturity Date; and
(b) procure that the Bareboat Charterer shall maintain the Bareboat Charterer Accounts with the Account Bank during the Bareboat Charter Period,
(a) The Owner shall pay, or procure that there is paid:
(i) no later than one (1) Business Day after the date of service of each Request to the Facility Agent in the Pre-Completion Period, into the Proceeds
Account, an amount equal to:
(A) any Balancing Equity Contribution; and
(B) the relevant Equity Contribution, in each case in respect of the Utilisation Date to which such Request relates; and
(ii) the amount of each Loan into the Proceeds Account or if the Owner so requests in a Request in respect of an Instalment Loan, to an account of the
Builder specified in the Request; and
(A) no later than one (1) Business Day after the date of service of the Request in respect of the Incidental Costs Loan, an aggregate amount equal
to US$9,000,000;
(B) no later than one (1) Business Day after the date of service of the Request in respect of Instalment Loan 1, an aggregate amount equal to
US$90,000,000; and
(C) on or prior to the Amendment and Restatement Effective Date No.1, an aggregate amount equal to all anticipated Equity Contributions to be
made until the Final Completion Date in accordance with the relevant Approved Budget.
(b) If an Event of Default occurs, the Owner shall pay, or procure that there is paid, into the Equity Account an aggregate amount equal to all of the Equity
Collateral that has not yet been paid.

53







in each case in accordance with the terms of this Agreement.

12.3 Bareboat Charterer Proceeds Account

During the Bareboat Charter Period, the Owner shall ensure that the Bareboat Charterer procures that there is forthwith credited to the Bareboat Charterer Proceeds
Account all Bareboat Charterer Earnings and any Requisition Compensation payable to it and that the following transfers will then be made in the following order:






(c) Subject to the Owner's right to make withdrawals from the Equity Account in accordance with the provisions of this Agreement, the Owner shall ensure that
the balance in the Equity Account at all times meet the requirements set out in this Clause 12.2.
(d) If on the Amendment and Restatement Effective Date No.1 no Event of Default or Mandatory Prepayment Event has occurred and is continuing, the funds
standing to the credit of the Equity Account (other than the anticipated Equity Contributions paid into the Equity Account in accordance with Clause 12.2 (a)
(iii) (C)) shall be released to the Owner or to its order.
(e) During the Pre-Completion Period and on the Final Completion Date the Owner shall procure that there is forthwith credited to the Proceeds Account any other
amount payable or paid to the Owner (including any Liquidated Damages Payments paid by the Builder under the terms of the Shipbuilding Contract).
Provided that no Event of Default or Mandatory Prepayment Event has occurred and is continuing, the Owner shall be entitled to instruct the Account Bank or,
as the case may be, the Equity Account Bank to transfer (and irrevocably authorises the Security Trustee to instruct the Account Bank or, as the case may be,
the Equity Account Bank to transfer):
(i) on or immediately before each Utilisation Date, from the Equity Account into the Proceeds Account, an amount equal to the relevant Equity
Contribution in respect of such Utilisation Date; and
(ii) on each Utilisation Date, after the proceeds of the relevant Loan have been credited, sufficient amounts from the Proceeds Account to (A) any account
specified by the Builder to be applied to make Instalment payments or, in the case that the relevant Loan is to be used to refinance the Instalment
payment already paid to the Builder by the Owner, any account specified by the Owner, and (B) the account nominated by the Facility Agent, to be
applied to part of the Incidental Costs Loan as does not relate to Incidental Vessel Costs, and (C) any account specified by the Owner to be applied
towards such other items or costs as are included in the Vessel Cost,
(a) first , to the Bareboat Charterer OPEX Account a transfer in accordance with Clause 12.5 (Transfers to the Bareboat Charterer OPEX Account) below;
(b) secondly , to the Proceeds Account an amount representing all payments of Bareboat Charterhire and any Requisition Compensation;
(c) thirdly , subject to retention of an amount in the Bareboat Charterer Proceeds Account equal to the Bareboat Charterer Tax, to the Bareboat Charterer CAPEX
Account a transfer in accordance with Clause 12.6 (Transfers to the Bareboat Charterer CAPEX Account);

54


12.4 Proceeds Account










each of the transfers in subparagraph (i)(A) to (D) together and each of the transfers in subparagraph (ii)(A) and (B) together being the Primary Transfers .





(d) fourthly , subject to retention of an amount in the Bareboat Charterer Proceeds Account equal to the Bareboat Charterer Tax, to the Proceeds Account by way
of Distribution any surplus funds standing to the credit of the Bareboat Charterer Proceeds Account;
2

(a) During the Post-Delivery Period, the Owner shall procure that there is forthwith credited to the Proceeds Account all Earnings and any Requisition
Compensation payable to it and the Owner shall procure that the following transfers will then be made in the following order:
(i) in relation to any Drilling Charter, (but excluding in relation to the Petrobras Charter during the Bareboat Charter Period):
(A) first , to the Operating Expenses Account a transfer in accordance with Clause 12.7 (Transfers to the Operating Expenses Account);
(B) secondly , to the Debt Service Account a transfer in accordance with Clause 12.8 (Transfers to Debt Service Account);
(C) thirdly , to the extent required, a transfer to the Debt Service Reserve Account in accordance with Clause 12.13(b) (Payments to the Debt
Service Reserve Account on or after the Utilisation Date of the Delivery Loan); and
(D) fourthly , to the extent required, a transfer to the CAPEX Account in accordance with Clause 12.14 (Transfers to the CAPEX Account); and
(ii) in relation to the Petrobras Charter during the Bareboat Charter Period:
(A) first , to the Debt Service Account a transfer in accordance with Clause 12.8 (Transfers to Debt Service Account); and
(B) secondly , to the extent required, a transfer to the Debt Service Reserve Account in accordance with Clause 12.13(b) (Payments to the Debt
Service Reserve Account on or after the Utilisation Date of the Delivery Loan),
(b) Subject to Clause 12.4(c) below, once the relevant Primary Transfers have been made the Owner shall instruct the Account Bank to transfer from the Proceeds
Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Debt Service Reserve
Account any surplus funds standing to the credit of the Proceeds Account (the Additional Reserve Transfers ) until the date upon which the aggregate of the
Additional Reserve Transfers and the Sister Additional Reserve Transfers is an amount equal to the Additional Reserve Amount.
(c) To the extent that on 30 September 2014, the aggregate of the Additional Reserve Transfers and the Sister Additional Reserve Transfers is an amount less than
the Additional Reserve Amount, then the Owner shall, on that date, deposit (or procure that an amount is deposited) in the Debt Service Reserve Account an
amount such that the aggregate of the Additional

55

Reserve Transfers and the Sister Additional Reserve Transfers is an amount equal to the Additional Reserve Amount.


12.5 Transfers to the Bareboat Charterer OPEX Account

During the Bareboat Charter Period, upon payment of any Bareboat Charterer Earnings or Requisition Compensation into the Bareboat Charterer Proceeds Account, the
Bareboat Charterer shall instruct the Account Bank to transfer from the Bareboat Charterer Proceeds Account (and irrevocably authorises the Security Trustee to
instruct the Account Bank to transfer from the Bareboat Charterer Proceeds Account) to the Bareboat Charterer OPEX Account an amount equal to the amount
allocated for Operating Expenses in the Annual Budget for the period from that Bareboat Charterer Earnings Deposit Date to the next scheduled Bareboat Charterer
Earnings Deposit Date, and the Bareboat Charterer shall be permitted to withdraw such amount from the Bareboat Charterer OPEX Account to pay the same to the
Manager under and in accordance with the terms of the Management Agreement and to others for use in connection with the operating expenses of the Vessel and
operation and management of the Bareboat Charterer incurred in the ordinary course of business.

12.6 Transfers to the Bareboat Charterer CAPEX Account

During the Bareboat Charter Period, on each Bareboat Charterer Earnings Deposit Date, following the relevant transfers referred to above (to the extent any such
payments are required to be made under and in accordance with the terms thereof), the Bareboat Charterer shall instruct the Account Bank to transfer from the Bareboat
Charterer Proceeds Account (and irrevocably authorise the Security Trustee to instruct the Account Bank to transfer from the Bareboat Charterer Proceeds Account) to
the Bareboat Charterer CAPEX Account an amount equal to the amount allocated for CAPEX Expenses, if any, in the Annual Budget for the period from that Bareboat
Charterer Earnings Deposit Date to the next scheduled Bareboat Charterer Earnings Deposit Date, and the Bareboat Charterer shall be entitled, in accordance with the
terms of the Annual Budget, with the prior consent of the Security Trustee, to withdraw such amount from the CAPEX Account to pay (against reasonable and proper
invoices approved by the Facility Agent) any approved CAPEX Expenses.

12.7 Transfers to the Operating Expenses Account

Prior to, and following the expiry of, the Bareboat Charter Period, upon payment of any Earnings or Requisition Compensation into the Proceeds Account, the Owner
shall instruct the Account Bank to transfer from the Proceeds Account (and irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the
Proceeds Account) to the Operating Expenses Account an amount equal to the amount allocated for Operating Expenses in the Annual Budget for the period from that
Owner Earnings Deposit Date to the next scheduled Owner Earnings Deposit Date, and the Owner shall be permitted to withdraw such amount from the Operating
Expenses Account to pay the same to the Manager under and in accordance with the terms of the Management Agreement and to others for use in connection with the
operating expenses of the Vessel and operation and management of the Owner incurred in the ordinary course of business.



(d) Provided no Default or Mandatory Prepayment Event is at such time continuing, the Owner and the Finance Parties may, notwithstanding the provisions of this
Clause 12 vary the order and application of the Primary Transfers by agreement in writing, in each case acting reasonably.

56

12.8 Transfers to Debt Service Account

Prior to, and following the expiry of, the Bareboat Charter Period, following the transfer to the Operating Expenses Account in accordance with Clause 12.7 (Transfers
to the Operating Expenses Account), and during the Bareboat Charter Period upon an Owner Earnings Deposit Date, the Owner shall procure that there is transferred
from the Proceeds Account (and irrevocably instructs the Security Trustee to instruct the Account Bank to transfer from the Proceeds Account) to the Debt Service
Account an amount in Dollars calculated in accordance with the following formula:

A x n
a = ----------
N

where:





PROVIDED ALWAYS that on the last Owner Earnings Deposit Date for a Retention Period if there remains a shortfall under the formula set out in this Clause 12.8 on
the last day of a Retention Period, there shall be transferred to the Debt Service Account out of the Proceeds Account an amount (taking into account the existing
balance of the Debt Service Account) equal to the amount required to repay the principal and interest in full which is due on the next Repayment Date.

12.9 Additional payments to the Debt Service Accounts

If, for any reason, the amount standing to the credit of the Proceeds Account is insufficient to make any transfer to the Debt Service Account required by Clause 12.8
(Transfers to Debt Service Account), the Owner shall immediately (and in any event within three Business Days of the relevant Owner Earnings Deposit Date) pay the
shortfall directly into the Debt Service Account.

12.10 Application of Debt Service Accounts






a = the relevant amount of the Earnings and/or, as the case may be, Requisition Compensation to be transferred to the Debt Service Account out of the
Proceeds Account;
A = the aggregate amount required to repay the next scheduled principal and interest instalment (provided that for the purposes of this Clause 12.8,
scheduled interest in respect of any Hedged Portion shall be deemed to be payable at the applicable Fixed Rate);
N = the number of days in a Retention Period; and
n = the actual number of days elapsed from (and including) the immediately preceding Owner Earnings Deposit Date in the Retention Period or the first
day of the Retention Period (where there is no preceding Owner Earnings Deposit Date in a Retention Period) up to (but excluding) the Owner
Earnings Deposit Date,
(a) On each Repayment Date:
(i) to the extent that the Owner is required to make a periodic payment to a Swap Bank under a Swap Agreement, the Owner shall procure that (and
irrevocably authorises the Security Trustee to instruct the Account Bank to transfer from the Debt Service Account) an amount equal to the aggregate
of any such periodic payments is

57

transferred forthwith from the Debt Service Account to the relevant Swap Bank in accordance with the DPP; and





provided that following the transfer to the Facility Agent in accordance with this Clause 12.10(b), the Owner shall be entitled to request the Security Trustee to
authorise the transfer of any remaining funds standing to the credit of the Debt Service Account back to the Proceeds Account.

12.11 Owner's obligations not affected

If for any reason the amount standing to the credit of the Debt Service Account shall be insufficient to pay any Repayment Instalment or to make any payment of
interest when due, the Owner's obligation to pay that Repayment Instalment or to make that payment of interest shall not be affected.

12.12 Payments to the Debt Service Reserve Account prior to the Utilisation Date of the Delivery Loan








(ii) to the extent that a Swap Bank is required to make a periodic payment to the Owner under a Swap Agreement then the Owner shall request that the
Swap Bank pays such periodic payment directly into the Debt Service Account when due.
(b) The Owner shall procure that there is transferred from the Debt Service Account (and irrevocably authorises the Security Trustee to instruct the Account Bank
to transfer from the Debt Service Account) to the Facility Agent after any payment to a Swap Bank as described in paragraph (a)(i) above:
(i) on each Repayment Date, the amount of the Repayment Instalment then due in Dollars; and
(ii) on the last day of each Term, the amount of interest then due in Dollars,
(a) The Owner shall pay, or procure that there is paid to the Debt Service Reserve Account on or prior to the Amendment and Restatement Effective Date No.1 an
amount equal to US$25,000,000.
(b) At any time, and from time to time, prior to the Delivery Date, the Owner shall be entitled, with the prior approval of the Facility Agent (acting on the
instructions of the Majority Lenders), to withdraw all or part of the moneys standing to the credit of the Debt Service Reserve Account in order to meet any
costs and expenses the Owner may incur which have not been contemplated in the Approved Budget.
(c) Any balance standing to the credit of the Debt Service Reserve Account on the Utilisation Date of the Delivery Loan, shall be utilised towards the funding of
the Required DSRA Balance.
12.13 Payments to the Debt Service Reserve Account on or after the Utilisation Date of the Delivery Loan
(a) The Owner shall ensure, from the Utilisation Date of the Delivery Loan and at all times thereafter until the Final Maturity Date, that the amount standing to the
credit of the Debt Service Reserve Account is equal to the aggregate of the Required DSRA Balance and the

58

aggregate of the Additional Reserve Transfers at any time as required pursuant to Clauses 12.4(b) and (c).



12.14 Transfers to the CAPEX Account

Prior to, or following the expiry of, the Bareboat Charter Period, on each Owner Earnings Deposit Date, following the relevant transfers referred to above (to the extent
any such payments are required to be made under and in accordance with the terms thereof), the Owner shall instruct the Account Bank to transfer from the Proceeds
Account (and irrevocably authorise the Security Trustee to instruct the Account Bank to transfer from Proceeds Account) to the CAPEX Account an amount equal to
the amount allocated for CAPEX Expenses, if any, in the Annual Budget for the period from that Owner Earnings Deposit Date to the next scheduled Owner Earnings
Deposit Date, and the Owner shall be entitled, in accordance with the terms of the Annual Budget, with the prior consent of the Security Trustee, to withdraw such
amount from the CAPEX Account to pay (against reasonable and proper invoices approved by the Facility Agent) any approved CAPEX Expenses.

12.15 Investments

The Facility Agent may invest any and all moneys held in the Debt Service Reserve Account in the name of, or under the control of, the Facility Agent in short term
cash deposits at the Deposit Bank and upon such terms as the Facility Agent may think fit. If the rating of the Deposit Bank falls below P-1 from Moody's or A-1 from
S&P, the Facility Agent must promptly remove the deposits placed under this Clause 12.15 from the Deposit Bank and invest the relevant deposits at any bank or
institution with a rating of not less than P-1 from Moody's or A-1 from S&P, selected by the Facility Agent and approved by the Owner and the Majority Lenders.
Notwithstanding any investment in accordance with this Clause 12.15, all moneys paid into the Debt Service Reserve Account shall at all times be charged to the
benefit of the Secured Parties.

12.16 Restriction on withdrawal

During the term of the Facility, no sum may be withdrawn from any of the Accounts (except in accordance with this Clause 12) without the prior written consent of the
Facility Agent (acting on the instructions of the Majority Lenders), provided that in relation to the Petrobras Charter during the Bareboat Charter Period, the Bareboat
Charterer may withdraw from the Bareboat Charterer Proceeds Account on as required an amount equal to the Bareboat Charterer Tax for the sole purpose of
discharging that Bareboat Charterer Tax when it becomes due, provided that such withdrawals shall only be made following any relevant Primary Transfers then due
and relevant to the period in which the Bareboat Charterer Tax becomes due, provided that no Default has occurred and is continuing.



(b) In addition to the transfers referred to in Clauses 12.4(b) and (c), on each Owner Earnings Deposit Date, following the relevant transfers referred to in Clauses
12.5 and 12.8 above, the Owner shall procure that there is transferred from the Proceeds Account (and irrevocably authorises the Security Trustee to instruct
the Account Bank to transfer from the Proceeds Account) to the Debt Service Reserve Account an amount to ensure that the balance of the Debt Service
Reserve Account at such time is an amount at least equal to the Required DSRA Balance, provided that the Required DSRA Balance shall not include any
amounts transferred to the Debt Service Reserve Account in accordance with Clauses 12.4(b) and (c).
(c) The Security Trustee shall be entitled to withdraw sums of money standing to the credit of the Debt Service Reserve Account in accordance with the terms of
the Owner Accounts Charge Agreement.

59


Each Lender agrees to the terms of the appointment of the Account Bank and confirms that the Account Bank has no liability to the Lenders in respect of amounts
withdrawn from any Account (in accordance with this Agreement and the Owner Accounts Charge Agreement). Notwithstanding the provisions of Clause 1.2(c)
(Construction), the Account Bank may enforce the terms of this Clause 12.17 as if it were a party to this Agreement.

13. PAYMENTS

13.1 Place

Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the Finance
Documents must be made to the Facility Agent to its account at such office as it may notify to that Party for this purpose by not less than five Business Days' prior
notice.

13.2 Funds

Payments under the Finance Documents to the Facility Agent must be made for value on the due date at such times and in such funds as the Facility Agent may specify
to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.

13.3 Distribution




13.4 Currency




12.17 Liability of Account Bank
(a) Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the
Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or, in the case of KEXIM, in New York as it may
notify to the Facility Agent for this purpose by not less than five Business Days' prior notice.
(b) The Facility Agent may apply any amount received by it from the Owner in or towards payment (as soon as practicable after receipt) of any amount due from
the Owner under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.
(c) Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has
established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make
available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party must forthwith on demand
by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of
receipt by the Facility Agent at a rate reasonably calculated by the Facility Agent to reflect its cost of funds.
(a) Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance
Documents is determined under this Subclause.

60



13.5 No set-off or counterclaim

All payments made by the Owner under the Finance Documents must be calculated and made without (and clear of any deduction for) set-off or counterclaim.

13.6 Business Days



13.7 Payments








(b) Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.
(c) Each other amount payable under the Finance Documents is payable in Dollars.
(a) If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in
the same month (if there is one) or the preceding Business Day (if there is not).
(b) During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original
due date.
(a) Subject always to the provisions of the DPP and except to the extent otherwise provided in any Finance Document, if any Administrative Party receives a
payment insufficient to discharge all the amounts then due and payable by the Owner under the Finance Documents, then the Administrative Party must apply
that payment towards the obligations of the Owner under the Finance Documents in the following order:
(i) first , in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and due and payments made by
the Finance Parties, the Account Bank or any receiver in enforcing rights under the Finance Documents and/or recovering possession of the Security
Assets and all remuneration payable to the Finance Parties for which the relevant Finance Party is entitled to be reimbursed under the Finance
Documents or any receiver under or pursuant to the Security Documents (including, without limitation, legal expenses and reinstatement costs)
provided that, in respect of any such payment or payments payable to the Swap Banks, the amount paid shall not exceed the Swap Limit;
(ii) secondly , in or towards payment pro rata of any due and unpaid fees, costs and expenses of the Finance Parties or the Account Bank under the
Finance Documents to the extent not recovered under subparagraph (i) above provided that, in respect of any such payment or payments payable to
the Swap Banks the amount paid, when aggregated with any amounts recovered by the Swap Banks under subparagraph (i) above, shall not exceed
the Swap Limit;
(iii) thirdly , in or towards payment pro rata of any interest on overdue amounts payable to the Finance Parties provided that, in respect of any such
payment or payments payable to the Swap Banks the amount paid, when aggregated with any amounts recovered by the Swap Banks under
subparagraphs (i) and (ii) above, shall not exceed the Swap Limit;
(iv) fourthly , in or towards payment pro rata of any accrued but due and unpaid interest (other than interest on overdue amounts referred to in subclause
(iii)) payable to the

61

Finance Parties provided that, in respect of any such payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the
Swap Banks under subparagraphs (i), (ii) and (iii) above, shall not exceed the Swap Limit;









13.8 Timing of payments

If a Finance Document does not provide for when a particular payment is due, including any indemnity payment, that payment will be due within three Business Days
of demand by the relevant Finance Party.

14. REPRESENTATIONS AND WARRANTIES

14.1 Representations and warranties

The representations and warranties set out in this Clause 14 are made, unless otherwise stated, by the Owner to the Finance Parties.


(v) fifthly , in or towards payment pro rata of:
(A) any due but unpaid Break Costs of the Finance Parties; or
(B) any due but unpaid principal payable to the Finance Parties, in each case, under the Finance Documents provided that, in respect of any such
payment or payments payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under
subparagraphs (i), (ii), (iii) and (iv) above, shall not exceed the Swap Limit;
(vi) sixthly , in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Owner to any of the Finance
Parties under the Finance Documents in such order as the Finance Parties shall determine provided that, in respect of any such payment or payments
payable to the Swap Banks the amount paid, when aggregated with any amount recovered by the Swap Banks under subparagraphs (i), (ii), (iii), (iv)
and (v) above, shall not exceed the Swap Limit;
(vii) seventhly , any payments due but unpaid to the Swap Banks under a Swap Agreement to the extent not already recovered under paragraphs (i), (ii),
(iii), (iv), (v) and (vi) above; and
(viii) after all amounts payable or which may become payable to the Finance Parties under the Finance Documents have been paid in full, in or towards
payment of the surplus, if any, to the Owner or other persons entitled thereto free of any charge or other restriction.
(b) The Facility Agent must, if so directed by all the Lenders, vary the order set at subparagraphs (a)(ii) to (a)(vi) above, provided always that to the extent that the
provisions of this paragraph shall conflict with the DPP, the provisions of the DPP shall prevail. Any amendment or variation to any other provision of this
Agreement other than the order of payments in paragraph (a) above shall require the prior written consent of the Owner.
(c) This Clause 13.7 will override any appropriation made by the Owner.

62

14.2 Status and Ownership







14.3 Powers and authority

It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Transaction Documents to which it is or
will be a party and the transactions contemplated by those Transaction Documents.

14.4 Legal validity



14.5 Non-conflict

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party do not conflict in any material respect
with:




14.6 No Default





(a) It is a corporation, duly organised and validly existing under the laws of the Marshall Islands.
(b) It has the power to own its assets and carry on its business as it is being conducted.
(c) It is indirectly wholly owned by Ocean Rig (acting through the Parent and the Parent Shareholder).
(d) Subject to the Security Documents, the Parent is the legal and beneficial owner of all of the share capital of the Owner, the Parent Shareholder is the legal and
beneficial owner of all of the share capital of the Parent and Ocean Rig is the legal and beneficial owner of all of the share capital of the Parent Shareholder.
(e) No person has any right to call for the issue or transfer of any share capital or loan stock in the Owner other than in accordance with the Security Documents.
(f) All of the shares in the capital of the Owner are fully paid up.
(a) Subject to any general principles of law limiting its obligations, each Transaction Document to which it is a party is its legally binding, valid and enforceable
obligation.
(b) This Agreement and each Transaction Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation.
(a) any law or regulation applicable to it;
(b) its constitutional documents; or
(c) any agreement or instrument which is binding upon it or any of its assets.
(a) No Default is outstanding under, or will result from the entry into, or the performance by it of any transaction contemplated by, any Transaction Document.
(b) There is no outstanding material breach of any term of any Transaction Document to which it is a party and no person has disputed, repudiated or disclaimed
liability under any Transaction Document to which it is a party or evidenced an intention to do so.

63


14.7 Authorisations






14.8 Financial statements

Its audited financial statements (if any) most recently delivered to the Facility Agent together with any other financial information supplied by it to the Facility Agent:



14.9 Financial and other information

In addition, and without prejudice to, the representations made under Clause 14.8 (Financial statements), any financial and other information disclosed is accurate and
complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances in which they are made, not misleading.

14.10 No material adverse change

There has been no material adverse change in the assets, business, condition (financial or otherwise) or operations of the Owner since its incorporation or, following the
receipt by the Facility Agent of its audited annual financial statements, since the date of its then latest audited annual financial statements.



(c) No other event is outstanding which constitutes a default under any document which is binding on it or any of its assets to an extent or in a manner which is
reasonably likely to have a Material Adverse Effect.
(a) Under Marshall Islands law and the laws of any other jurisdiction where the Owner carries on business, except for the registration of the Mortgage at the
Marshall Islands Ships Registry, all authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the
transactions contemplated by, the Finance Documents have been obtained or effected (as appropriate) and are in full force and effect or will be in full force and
effect at the time such authorisations are required in such jurisdiction.
(b) It is not aware of:
(i) any reason why any Transaction Authorisation required by it will not be obtained or effected by the time it is required;
(ii) any steps to revoke or cancel any Transaction Authorisation required by it; or
(iii) any reason why any Transaction Authorisation required by it will not be renewed when it expires without the imposition of any new restriction or
condition.
(a) have been prepared in accordance with IFRS or US GAAP, as the case may be, consistently applied; and
(b) give a true and fair view of its financial condition as at the date to which they were drawn up, except, in each case, as disclosed to the contrary in those
financial statements.

64

14.11 Litigation

Except as may already have been disclosed by the Owner in writing to the Facility Agent, no litigation, arbitration or administrative proceedings of or before any court,
arbitral body or agency (including, but not limited to, investigative proceedings) have been started and are current or (to the best of its knowledge and belief) threatened
in writing against the Owner which, in each case, in the reasonable opinion of the Facility Agent acting on the instructions of the Majority Lenders, would be likely to
have a Material Adverse Effect in respect of the Owner.

14.12 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations
mandatorily preferred by law applying to companies generally.

14.13 Taxes on payments



14.14 Stamp and registration duties

As at the date of this Agreement, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of any Transaction
Document.

14.15 Environment







(a) It is not required under the law of its jurisdiction of incorporation to make any Tax Deduction for or on account of Tax from any payment it may make under a
Finance Document.
(b) No claims are being, nor, as far as it is aware, might reasonably be expected to be, asserted against it with respect to Taxes.
(a) The Owner and, to the best of the Owner's knowledge and belief (having made due enquiry), its Environmental Affiliates are in compliance with all material
provisions of all applicable Environmental Laws in relation to the Vessel and its operations;
(b) the Owner and, to the best of the Owner's knowledge and belief (having made due enquiry), its Environmental Affiliates have obtained or will, by the Delivery
Date, have obtained all requisite Environmental Approvals in relation to the Vessel and its operations are and will, on the Delivery Date and at all times
thereafter be in compliance, with such Environmental Approvals;
(c) neither the Owner nor, to the best of the Owner's knowledge and belief (having made due enquiry), any of its Environmental Affiliates has received notice of
nor have issued (or threatened to issue) any Environmental Claim in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim
in relation to the Vessel or its operations in any 12-month period, exceeds US$10,000,000 in relation to the Vessel which alleges that the Owner is not in
compliance with applicable Environmental Laws in relation to the Vessel or Environmental Approvals in relation to the Vessel;
(d) there is no Environmental Claim in relation to the Vessel in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in
relation to the Vessel and

65

its operations, exceeds US$10,000,000 pending or, to the best of its knowledge and belief, threatened in writing;



14.16 Security Interests

No Security Interest exists over its assets which would cause a breach of Clause 16.6 (Security Interests).

14.17 Security Assets



14.18 ISM Code compliance

On the Delivery Date the Owner and the Manager are, and on the occurrence of the Petrobras Charter Novation the Bareboat Charterer will be, in compliance in all
material respects with all of the mandatory requirements of the ISM Code in respect of the Vessel.

14.19 ISPS Code compliance

On the Delivery Date the Owner and the Manager are, and on the occurrence of the Petrobras Charter Novation the Bareboat Charterer will be, in compliance in all
material respects with all of the mandatory requirements of the ISPS Code in respect of the Vessel.

14.20 No amendments to Related Contracts

Other than as notified to and agreed by the Facility Agent in writing, there have been no amendments to any of the Related Contracts (other than any amendments of a
non-material or administrative nature or a replacement of the Manager in accordance with the provisions of this Agreement).



(e) there has been no Release of Hazardous Materials by or in respect of the Vessel which could lead to an Environmental Claim in relation to the Vessel or its
operations in excess of US$2,500,000 or which, when aggregated with any other Environmental Claim in relation to the Vessel or its operations, exceeds
US$10,000,000; and
(f) to the best of the Owner's knowledge and belief (having made due inquiry), the Charterer has obtained and is in compliance with all Environmental Approvals
required of a Charterer in connection with use of the Vessel, and the Charterer is in compliance in all material respects with all Environmental Laws to the
extent relating to the offshore lease blocks in which the Vessel will operate pursuant to a Drilling Charter.
(a) Subject to Permitted Liens and any rights of the Charterer under a Drilling Charter, the Owner is the sole legal and beneficial owner entitled to the Security
Assets over which it has or will create any Security Interest pursuant to the Security Documents to which it is or will be a party and there is no agreement or
arrangement, other than in the DPP, under which it is obliged to share any proceeds of or derived from such Security Assets with any third party.
(b) Each Security Document to which it is or will be a party creates or will create first priority security interests of the type described.

66

14.21 Money laundering

Any borrowing by the Owner and the performance of its obligations hereunder and under the other Finance Documents to which it is a party will be for its own account
and will not involve any breach by it of any law or regulatory measure relating to money laundering as defined in Article 1 of the Directive (91/308/EEC) of the
Council of the European Communities or any equivalent law or regulatory measure in any other jurisdiction.

14.22 Insolvency





14.23 Immunity



14.24 No adverse consequences




that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation.



(a) The Owner or the Bareboat Charterer are not unable or deemed unable, does not admit and has not admitted its inability to pay its debts and has not suspended
making payments on any of its debts.
(b) The Owner or the Bareboat Charterer by reason of actual or anticipated financial difficulties has not commenced, and does not intend to commence,
negotiations with one or more of its creditors with a view to rescheduling any of its Financial Indebtedness.
(c) The value of the assets of the Owner or the Bareboat Charterer is not less than its liabilities (taking into account contingent and prospective liabilities).
(d) No moratorium has been declared in respect of any indebtedness of the Owner or the Bareboat Charterer during the period of six months commencing on the
date this representation is made or deemed to be repeated pursuant to Clause 14.30(a) (Times for making representations).
(a) The entry into by it of each Transaction Document to which it is a party constitutes, and the exercise by it of its rights and performance of its obligations under
each such Transaction Document will constitute, private and commercial acts performed for private and commercial purposes.
(b) It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in
relation to any Transaction Document.
(a) It is not necessary under the laws of its jurisdiction of incorporation:
(i) in order to enabl e a Finance Party to enforce its rights under any Finance Document; or
(ii) by reason of the entry into of any Finance Document or the performance by it of its obligations under any Finance Document,

67


14.25 Jurisdiction/governing law






14.26 Anti-bribery

Neither the Owner, the Bareboat Charterer nor anyone acting on its or their behalf, have been engaged or will engage in bribery in this transaction. Neither the Owner,
the Bareboat Charterer nor anyone acting on its or their behalf in connection with the transaction are currently under charge in a national court or, within a five-year
period preceding the date of this Agreement, have been convicted in a national court or been subject to equivalent national administrative measures for violation of laws
against bribery of foreign public officials of any country or are listed on the publicly available debarment lists of the following international financial institutions: World
Bank Group, African Development Bank, Asian Development Bank, European Bank for Reconstruction and Development and the Inter-American Development Bank.

14.27 No other business




14.28 Shipbuilding Contract

There has been no amendment to or variations made or agreed with the Builder in respect of the Shipbuilding Contract or the Other Shipbuilding Contract from the date
of the Shipbuilding Contract or, as the case may be, the Other Shipbuilding Contract save for those already disclosed in writing to the Facility Agent prior to the date
hereof or approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders).



(b) No Finance Party will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the entry into,
performance and/or enforcement of any Finance Document.
(a) Its:
(i) irrevocable submission under this Agreement to the jurisdiction of the courts of England;
(ii) agreement that this Agreement is governed by English law; and
(iii) agreement not to claim any immunity to which it or its assets may be entitled, are legal, valid and binding under the laws of its jurisdiction of
incorporation.
(b) Any judgment obtained in England will be recognised and be enforceable by the courts of its jurisdiction of incorporation, subject to any statutory or other
conditions of such jurisdiction.
(a) Except as expressly contemplated by the Transaction Documents, neither the Owner nor the Bareboat Charterer has traded or carried on any business since the
date of its incorporation.
(b) It does not have any Subsidiaries, other than the Bareboat Charterer and the Bareboat Charterer does not have any Subsidiaries.
(c) Neither the Owner or the Bareboat Charterer is a party to any agreement other than the Transaction Documents, other than agreements of a non-material and
administrative only nature and which will not prejudice the Finance Parties' interests in the Transaction Documents and the Vessel.

68

14.29 Activities in the Marshall Islands









14.30 Times for making representations and warranties




14.31 Legal qualifications

The representations and warranties set out in Clauses 14.4 (Legal validity), 14.5(a) (Non-conflict), 14.12 (Pari passu ranking) and 14.25 (Jurisdiction/governing law) are
made by reference to any qualifications, reservations, limitations or exceptions as to matters of law set out in the relevant legal opinions required under this Agreement.



(a) Neither the Owner, the Bareboat Charterer, the Parent, the Parent Shareholder nor Ocean Rig or any of their respective parents, subsidiaries or affiliates is a
division, bureau, office, agency, department, committee or political subdivision of the jurisdiction of its incorporation or any other sovereign jurisdiction.
(b) Neither the Owner, the Bareboat Charterer, the Parent, the Parent Shareholder nor Ocean Rig is engaged in:
(i) the retailing, wholesaling, trading or importing of goods or services for or with residents of the jurisdiction of its incorporation;
(ii) any extractive industry in the jurisdiction of its incorporation;
(iii) any regulated professional service activity in the jurisdiction of its incorporation;
(iv) the export of any commodity or goods manufactured, processed, mined or made in the jurisdiction of its incorporation; or
(v) the ownership of real property in its jurisdiction of incorporation.
(c) Neither the Owner, the Bareboat Charterer, the Parent, the Parent Shareholder nor Ocean Rig is doing business in the jurisdiction of its incorporation, except
that each of the Owner, the Bareboat Charterer, the Parent, the Parent Shareholder or Ocean Rig may have its registered office in the jurisdiction of its
incorporation and maintain its agent there.
(a) The representations and warranties set out in this Clause 14 are made by the Owner on the date of this Agreement and shall be deemed to be repeated on each
Utilisation Date and each date during the Post-Completion Period.
(b) When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.
(c) The representations and warranties set out in this Clause 14 relating to the Bareboat Charterer apply in relation to the Bareboat Charterer only during the
Bareboat Charter Period.

69

15. INFORMATION COVENANTS

15.1 Financial statements






15.2 Form of financial statements









(a) The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the
Lenders), its audited financial statements for each of its financial years ending after the date of this Agreement.
(b) The Owner shall procure that Ocean Rig shall supply to the Facility Agent its audited consolidated financial statements for each of its financial years ending
after the date of this Agreement.
(c) The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the
Lenders), its interim unaudited financial statements for each quarter of each financial year ending after the date of this Agreement.
(d) The Owner shall procure that Ocean Rig, and during the Bareboat Charter Period the Bareboat Charterer, shall supply to the Facility Agent its interim
unaudited financial statements for each quarter of each financial year ending after the date of this Agreement.
(e) All audited financial statements of the Owner and consolidated financial statements of Ocean Rig must be supplied as soon as they are available and in any
event within 150 days of the end of the relevant financial period and all unaudited financial statements for each quarter must be supplied as soon as they are
available and in any event within 60 days of the end of each relevant financial period.
(a) The Owner must ensure that each set of financial statements supplied under Clause 15.1 of this Agreement fairly represents the relevant parties financial
condition as at the date to which those financial statements were drawn up.
(b) The Owner must notify the Facility Agent of any change to the basis on which the audited financial statements are prepared.
(c) If requested by the Facility Agent, the Owner must supply or procure that the following are supplied to the Facility Agent:
(i) a full description of any change notified under paragraph (b) above; and
(ii) sufficient information to enable the Facility Agent to make a proper comparison between the financial position shown by the set of financial
statements prepared on the changed basis and its most recent audited financial statements delivered to the Facility Agent under this Agreement.
(d) If requested by the Facility Agent, the Owner must enter into discussions for a period of not more than 30 days with a view to agreeing to any amendments
required to be made to this Agreement to place the Facility Agent in the same position as it would have been in if the change had not happened.

70


15.3 Annual Budget and reports






shall continue on the basis of the current (or, as the case may be, immediately previous) Annual Budget.





(e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Owner shall ensure that its auditors or, as the case
may be, the Owner specifies those amendments; the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties.
(a) The Owner must supply to the Facility Agent, in electronic form by email attachment or hard copy (and, if in hard copy, in sufficient copies for all of the
Lenders), a draft Annual Budget for each financial year within 14 days of its approval by the board of directors of the Owner and at least one month prior to the
start of the relevant financial year, such budget to be considered and, if agreed by the Majority Lenders, approved in writing by the Facility Agent (acting
reasonably) within 21 days of receipt following which the draft Annual Budget shall become the Annual Budget for the purposes of this Agreement. For this
purpose if any Lender fails to respond to a request to agree any such draft within 21 days it shall be deemed to have approved it.
(b) In the event any draft Annual Budget is not approved by the Facility Agent, the Facility Agent and the Owner shall consult and agree a revised Annual Budget.
If a revised Annual Budget is not agreed within 30 days, the Facility Agent (acting on the instructions of the Majority Lenders) and the Owner shall agree to
appoint a suitable expert to resolve any disputes they may have in respect of the Annual Budget. If the Facility Agent and Owner can not agree on an expert,
the Facility Agent will apply to the London Maritime Arbitrators Association and the President of the London Marine Arbitrators Association shall appoint an
expert on their behalf. In each case, the written determination of such expert in respect of any dispute, addressed to the Facility Agent and the Owner, shall
(except in the case of manifest error) be final and binding.
(c) Until a revised Annual Budget has been agreed between the Owner and the Facility Agent in accordance with this Clause 15.3, the amount:
(i) prior to, or after the expiry of, the Bareboat Charter Period of any Earnings to be transferred from the Proceeds Account to the Operating Expenses
Account or, as the case may be, the CAPEX Account; or
(ii) during the Bareboat Charter Period of any Bareboat Charterer Earnings to be transferred from the Bareboat Charterer Proceeds Account to the
Bareboat Charterer OPEX Account, or as the case may be, the Bareboat Charterer CAPEX Account,
(d) The Owner must promptly supply to the Technical Adviser, in electronic form by email attachment or hard copy, quarterly (or if the Facility Agent decides, in
consultation with the Owner, that a monthly report is needed, monthly) technical reports (in the Pre-Completion Period) and quarterly operating reports (in the
Post-Completion Period) in form and substance satisfactory to the Technical Adviser together with all such other information and documents which the
Technical Adviser reasonably requires to perform its Workscope and its obligations under the Technical Proposal.
(e) The Owner must procure that the Builder will give the Technical Adviser access to perform periodic visits to the premises of the Builder and the Builder's
subcontractors in order to

71

monitor the construction of the Vessel and the materials and components to be used in the construction of the Vessel and that the Builder, the Manager and the
Classification Society will provide the Technical Adviser with all such other information and documents which the Technical Adviser reasonably requires to perform its
Workscope and its obligations under the Technical Proposal.

15.4 Access to Books and Records

Upon the request of the Facility Agent, the Owner shall provide the Facility Agent and any of its representatives and professional advisers with access to, and permit
inspection of, its, and until the end of the Bareboat Charter Period the Bareboat Charterer's, books and records, in each case at reasonable times and upon reasonable
notice.

15.5 Information - miscellaneous

The Owner must supply to the Facility Agent, and shall procure that the Bareboat Charterer supplies to the Facility Agent as set out below, in electronic form by email
attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), subject to any duty of confidentiality which it may have to third parties
(whom it will promptly approach in order to seek any necessary consents where applicable):










(a) copies of all documents despatched by it, and until the end of the Bareboat Charter Period the Bareboat Charterer, to its or their creditors (other than trade
creditors) generally or any class of them at the same time as they are despatched;
(b) copies of all reports provided to the Owner, or during the Bareboat Charter Period to the Bareboat Charterer, by the Manager pursuant to the Management
Agreement, in each case, within five (5) Business Days of receipt of such report by the Owner and if, in the opinion of the Facility Agent (acting reasonably),
any additional technical report is necessary, the Owner will procure such report;
(c) as soon as reasonably practicable on becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, pending or,
to the best of its knowledge and belief, threatened against it, or until the end of the Bareboat Charter Period the Bareboat Charterer, and which, in each case,
would have a Material Adverse Effect (in the opinion of the Facility Agent acting on the instructions of the Majority Lenders);
(d) as soon as reasonably practicable on request, such further information, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient
copies for all of the Lenders), regarding the financial condition and operations of the Owner or until the end of the Bareboat Charter Period the Bareboat
Charterer or regarding any matter relevant to, or to any provision of, a Finance Document as the Facility Agent may reasonably request;
(e) as soon as reasonably practicable on the Owner, or during the Bareboat Charterer period the Bareboat Charterer, becoming aware of them, details of any event
or circumstance which is a Force Majeure Event;
(f) promptly on the Owner, or during the Bareboat Charterer period the Bareboat Charterer, becoming aware of them, details of any event which has a Material
Adverse Effect;
(g) as soon as they are available, copies of any notice of default, termination, material dispute or claim (including notices provided by the Charterer under the
terms of a Drilling Charter)

72

made against the Owner under the Shipbuilding Contract, any Refund Guarantee or under the Owner's Shipbuilding Contract Guarantee, or against it, or during the
Bareboat Charter Period the Bareboat Charterer, under the Drilling Charter, or affecting the Vessel together with details of any action it, or during the Bareboat Charter
Period the Bareboat Charterer, proposes to take in relation to the same and notice of any charterhire reduction or proposed charterhire reduction under the terms of a
Drilling Charter;





15.6 Pre-Completion period










(h) as soon as they are available, copies of any notice of default, termination or material claim made against it, or during the Bareboat Charter Period the Bareboat
Charterer, under the Management Agreement together with details of any action it, or during the Bareboat Charter Period the Bareboat Charterer, proposes to
take in relation to the same and, upon becoming aware of the same, notification of any strikes or industrial action taken or proposed to be taken by the Manager
or its employees, subcontractors or personnel from time to time which has or may reasonably be expected to have a Material Adverse Effect;
(i) promptly on becoming aware of them, details of any damage to or destruction of the Vessel or any breakdown of any part of the Vessel, where the cost of
repair or reinstatement is likely to exceed US$10,000,000 or where the cumulative cost of repair or reinstatement of damage to or destruction of the Vessel
during the previous six months is likely to exceed US$10,000,000;
(j) promptly on the Owner, or during the Bareboat Charter Period the Bareboat Charterer, becoming aware of them, details of any proposal for an amendment or
waiver of a Related Contract other than amendments or waivers of an administrative or non-material nature; and
(k) upon request by the Facility Agent, copies of all Transaction Authorisations (if any) obtained by it or until the end of the Bareboat Charter Period the Bareboat
Charterer.
(a) The Owner must promptly supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all
of the Lenders) any reports received in relation to the construction of the Vessel provided by the Builder pursuant to Article IV paragraph 7 of the Shipbuilding
Contract.
(b) The Owner must promptly, upon the earlier of (i) becoming aware of the same and (ii) the time when a prudent owner ought reasonably to have become aware
of the same, notify the Facility Agent of:
(i) any breach (or attempted breach) of safety or security at the premises of the Builder
which has a Material Adverse Effect;
(ii) any material claim it may have under any indemnity or provision for any Liquidated Damages Payments under the Shipbuilding Contract;
(iii) any reduction in hire payable under a Drilling Charter on account of a delay in delivery of the Vessel to the Charterer; and
(iv) any change or further change to the Scheduled Delivery Date.

73

15.7 Notification of Default

Unless the Facility Agent has already been so notified, the Owner must notify the Facility Agent of any Default, Potential Mandatory Prepayment Event or Mandatory
Prepayment Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

15.8 Year end

The Owner must not change its accounting period or auditors except with the consent of the Facility Agent (acting in accordance with the instructions of the Majority
Lenders) which shall not be unreasonably withheld or delayed.

15.9 Information provided to be accurate



15.10 Charter Termination Events

At all times, the Owner shall (and shall procure that Ocean Rig and the Bareboat Charterer shall) promptly advise the Facility Agent of any Charter Termination Event
or Bareboat Charter Termination Event of which it or they become aware.

15.11 Calculation Certificate








(a) All financial and other information provided by the Owner under or in connection with any Finance Document at the time when given will be true and not
misleading in any material respect and will not omit any material fact.
(b) All financial and other information provided by third parties on behalf of the Owner under or in connection with any Finance Document at the time when given
will, to the best of the Owner's knowledge and belief, be true and not misleading in any material respect and will not omit any material fact.
(a) At least 15 Business Days prior to each Repayment Date, the Owner shall deliver a duly completed Calculation Certificate to the Facility Agent signed by two
of its authorised signatories on its behalf:
(i) setting out the Debt Service Cover Ratio for the most recent Calculation Period; and
(ii) certifying no Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or, if a Default, Mandatory Prepayment
Event or Potential Mandatory Prepayment Event is outstanding, specifying the Default, Mandatory Prepayment Event or Potential Mandatory
Prepayment Event outstanding and the steps, if any, being taken to remedy it.
(b) Within seven Business Days of receiving a Calculation Certificate, the Facility Agent must notify the Owner whether it agrees with the Debt Service Cover
Ratio calculation set out in that Calculation Certificate, otherwise the Facility Agent will be deemed to have accepted such Debt Service Cover Ratio
calculation.
(c) If the Facility Agent does not agree with the Debt Service Cover Ratio calculation set out in a Calculation Certificate, the Facility Agent and the Owner shall
consult, in good faith, to agree the Debt Service Cover Ratio calculation as soon as possible. If the Debt Service Cover Ratio is not agreed within ten Business
Days of notification by the Facility Agent

74

under paragraph (b) above, the matter will be referred to the Owner's auditor whose written determination, addressed to the Facility Agent and the Owner, shall (except
in the case of manifest error) be final and binding.

15.12 Know your customer requirements



16. GENERAL COVENANTS

16.1 General

The Owner agrees to be bound by the covenants set out in this Clause 16.

16.2 Authorisations

The Owner must promptly (and shall procure that, until the end of the Bareboat Charter Period, the Bareboat Charterer shall):



of any authorisation required under any Applicable Law to enable it and, until the end of the Bareboat Charter Period, the Bareboat Charterer to perform its or their
obligations under, or for the validity, enforceability or admissibility in evidence of, any Finance Document.

16.3 Compliance with laws

The Owner must comply, and the Owner must procure that, the Bareboat Charterer until the end of the Bareboat Charter Period and the Manager complies, in all
material respects with all Applicable Laws to which it is or they are subject.

16.4 Pari passu ranking

The Owner must ensure, and shall procure that until the end of the Bareboat Charter Period the Bareboat Charterer ensures, that its payment obligations under the
Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law
applying to companies generally.

16.5 Disposals




(a) The Owner must promptly on the request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested
by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender
to carry out and be satisfied with the results of all applicable know your customer requirements.
(b) Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required
by the Facility Agent to carry out and be satisfied with the results of all know your customer requirements.
(a) obtain, maintain and comply with the terms; and
(b) supply certified copies to the Facility Agent,
(a) The Owner must not and shall procure that during the Bareboat Charter Period the Bareboat Charterer shall not (other than insofar as the same may be created
or effected under the

75

Finance Documents), either in a single transaction or in a series of transactions and whether related or not:









16.6 Security Interests

The Owner must not, and shall procure that until the end of the Bareboat Charter Period the Bareboat Charterer shall not, create or permit to subsist any Security
Interest over any of its assets other than Permitted Liens.

16.7 No other business assets or Financial Indebtedness

The Owner:










(i) sell, transfer or otherwise dispose of all or a substantial part of its assets;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of
accounts; or
(iv) enter into any other preferential arrangement having a similar effect, in circumstances where the transaction might have a Material Adverse Effect.
(b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of trading on arm's length terms;
(ii) of obsolete assets; or
(iii) of assets (other than the Vessel) in exchange for other assets comparable or superior as to type, value and quality.
(a) must not engage in any business other than the direct ownership, operation and chartering of the Vessel or any business incidental thereto;
(b) must not cease to carry on its business;
(c) must not own or acquire any asset other than the Vessel or any asset incidental to the ownership, operation and chartering of the Vessel; or
(d) must not incur any Financial Indebtedness other than:
(i) Financial Indebtedness incurred or permitted under the Finance Documents;
(ii) any Financial Indebtedness by way of borrowing from Ocean Rig for the purpose only of posting any cash collateral which the Owner may from time
to time be required to post under any of the Swap Agreements provided that any such Financial Indebtedness is fully subordinated to the rights and
interests of the Finance Parties under the Finance Documents; or
(iii) any Financial Indebtedness otherwise approved by the Facility Agent (acting on the instructions of the Majority Lenders); and

76






16.8 Distributions






16.9 Place of business

The Owner must, and shall procure that prior to the end of the Bareboat Charter Period the Bareboat Charterer shall, maintain its registered office in the Marshall
Islands and keep its corporate documents at either its registered office or at the offices of its officers and will not voluntarily establish, or do anything as a result of
which it would be deemed to have voluntarily established, a place of business in any country other than the Marshall Islands.

16.10 Mergers, guarantees and loans




(e) shall procure that until the end of the Bareboat Charter Period the Bareboat Charterer does not:
(i) engage in any business other than the operation and charterering of the Vessel or any business incidental thereto;
(ii) cease to carry on its business;
(iii) own or acquire any assets other than any asset incidental to the operation and chartering of the Vessel;
(iv) incur any Financial Indebtedness other than Financial Indebtedness incurred or permitted under the Finance Documents.
(a) The Owner shall procure that the Bareboat Charterer does not, make any Distributions, provided that during the Bareboat Charter Period the Bareboat
Charterer may make Distributions of funds released from the Bareboat Charterer Proceeds Account pursuant to Clause 12.3(d) (Bareboat Charterer Proceeds
Account) above.
(b) The Owner shall not make any Distributions, except following an Owner Earnings Deposit Date, provided that:
(i) the relevant Primary Transfers in respect of that Owner Earnings Deposit Date have been made in accordance with Clause 12.4(a) above; and
(ii) the balance standing to the credit of the Debt Service Reserve Account is in an amount equal to at least the aggregate of (A) the Required DSRA
Balance at that time and (B) Additional Reserve Transfers in an amount which when aggregated with the Sister Additional Reserve Transfers is in an
amount equal to the Additional Reserve Amount; and
(iii) no Default has occurred and is continuing, or will result from the making of any such Distribution.
(a) The Owner shall not, and shall procure that prior to the end of the Bareboat Charter Period the Bareboat Charterer shall not, enter into any amalgamation,
demerger, merger or reconstruction that might have a Material Adverse Effect.

77








16.11 Security

The Owner:






(b) Save in the ordinary course of business, the Owner must not incur or allow to be outstanding any guarantee (including an indemnity or other assurance against
loss) (a Relevant Guarantee ) by it in respect of any person and any Relevant Guarantee which would otherwise be permitted under this paragraph (b) will not
be permitted if the Owner's obligations under the Relevant Guarantee are secured by any of the Security Assets (save to the extent such security constitutes a
Permitted Lien).
(c) The Owner must not, and shall procure that prior to the end of the Bareboat Charter Period the Bareboat Charterer shall not, be the creditor in respect of
Financial Indebtedness other than:
(i) advances to crew;
(ii) in connection with any spares or pooling arrangements (approved by the Facility Agent (acting on the instructions of the Majority Lenders acting
reasonably)) or sale of equipment relating to the Vessel entered into by the Owner, or the Bareboat Charterer as relevant, in the ordinary course of its
business;
(iii) deposits placed with banks or the providers of goods and services entered into by the Owner, or the Bareboat Charterer as relevant, in the ordinary
course of its business; or
(iv) in relation to the Owner only, pursuant to its obligations to a Swap Bank under a Swap Agreement.
(d) The Owner must not, and shall procure that prior to the end of the Bareboat Charter Period the Bareboat Charterer shall not, create any Subsidiary provided
that, without prejudice to the provisions of Clauses 16.17 and 16.22 or any other provision of the Finance Documents, the Owner may create Subsidiaries, the
sole purpose of those Subsidiaries being to act as the operating company and/or the bareboat charterer of the Vessel, as a means for the Owner to utilise any
such Subsidiaries to operate for and/or charter the Vessel to a Charterer.
(a) without prejudice to Clause 16.12(a), shall procure that the Mortgage and any other security conferred by it or the Bareboat Charterer under any Security
Document is registered as a first priority interest with the relevant authorities within the period prescribed by Applicable Law and is maintained and perfected
with the relevant authorities;
(b) shall at its own cost do all that it can to ensure that any Finance Document validly creates the obligations and Security Interests which it purports to create; and
(c) without limiting the generality of paragraph (a) above, shall at its own cost promptly register, file, record or enrol any Finance Document with any relevant
court or authority, pay any stamp, registration or similar tax payable in respect of any Finance Document, give any notice or take any other step which, in the
reasonable opinion of the Facility Agent, is or has become necessary for any Finance Document to be valid, enforceable or admissible in evidence or to ensure
or protect the priority of any Security Interest which it creates.

78

16.12 Registration of the Vessel

The Owner shall, and shall procure that, the Bareboat Charterer during the Bareboat Charter Period, and the Manager shall:




16.13 Classification, maintenance and repair

The Owner shall, and shall procure that the Bareboat Charterer during the Bareboat Charter Period and the Manager shall, at all times:








(a) procure and maintain, with effect from the Delivery Date, the valid and effective permanent registration of the Vessel under the flag of the Marshall Islands or
such other flag as is satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders (acting in good faith but otherwise in their absolute
discretion)), and shall ensure nothing is done or omitted by the Owner, the Bareboat Charterer or the Manager and shall use reasonable endeavours to ensure
that nothing is done or omitted to be done by any third party by which the registration of the Vessel would or might be defeated or imperilled;
(b) not change the name or port of registration of the Vessel without the prior written consent of the Facility Agent (acting on the instructions of the Majority
Lenders) (such consent not to be unreasonably withheld or delayed); and
(c) ensure that the Vessel complies in all respects with Applicable Laws from time to time applicable to vessels registered under the laws and flag of the Marshall
Islands or such other flag (an Alternative Flag ) under which the Vessel may be registered from time to time in accordance with this Agreement, provided that
if at any time an Alternative Flag is not a signatory to all International Maritime Organization Assembly resolutions and regulations to which the Marshall
Islands is a signatory, then the Owner shall ensure, and shall procure that the Bareboat Charterer and the Manager ensure, that the Alternative Flag issues a
certificate of equivalency of the Vessel in respect of each such International Maritime Organization Assembly resolution and regulation.
(a) maintain and preserve the Vessel in good working order and repair (ordinary wear and tear excepted), seaworthy, in efficient operating condition and, in any
event, to a standard at least equivalent to vessels managed and/or operated by the Manager and Ocean Rig's group and the recommendations of the Builder;
(b) ensure that the Vessel is surveyed from time to time as required by the Classification Society in which the Vessel is entered at that time;
(c) maintain the highest classification of the Vessel with the Classification Society or, if such classification is not available, with the highest equivalent
classification in another internationally recognised classification society of like standing acceptable to the Facility Agent (acting on the instructions of the
Majority Lenders), free of all overdue requirements and overdue recommendations of that classification society or register;
(d) maintain and keep up to date the Technical Records in English and in compliance with all Applicable Laws relating to the Vessel and the requirements of the
Classification Society;
(e) maintain and keep the Software Records up to date;

79





16.14 Lawful and safe operation

The Owner shall, and shall procure that the Bareboat Charterer during the Bareboat Charter Period and the Manager shall, at all times after the Delivery Date:









(f) comply in all material respects with all Software Licences and use its best endeavours to procure that all Software Licenses are capable of assignment;
(g) procure that all repairs to or replacement of any damaged, worn or lost parts or equipment shall be effected in such manner (both as regards workmanship and
quality of materials) as not to materially diminish the value of the Vessel or cause damage to the Environment;
(h) not remove any material part of the Vessel, any part or any other material item of equipment installed on the Vessel unless the part or item so removed is
forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security
Interest or any right in favour of any person other than the Finance Parties, and becomes on installation on the Vessel the property of the Owner and subject to
the security constituted by the relevant Security Document(s) provided that, for the avoidance of doubt, the Owner or the Bareboat Charterer may install and
remove equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel or the Environment and does not affect
the class, flag or custody transfer certification; and
(i) without prejudice to paragraph (h) not without prior written consent of the Facility Agent not to be unreasonably withheld (acting on the instructions of the
Majority Lenders), cause or permit to be made any substantial change in the structure, machinery, equipment, control systems, type or performance
characteristics of the Vessel other than modifications required by the Classification Society or Applicable Law.
(a) operate the Vessel and cause the Vessel to be operated in a manner consistent in all material respects with any Applicable Law;
(b) not cause or permit the Vessel to trade with, or within the territorial waters of, any country in which her safety may be imperilled by exposure to terrorism;
(c) not cause or permit the Vessel to be employed in any manner which will or may give rise to any reasonable degree of likelihood that the Vessel would be liable
to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;
(d) not cause or permit the Vessel to be employed in any trade or business which is forbidden by Applicable Law or is illicit or in carrying goods which are illicit
or prohibited under any Applicable Law;
(e) in the event of hostilities in any part of the world (whether war be declared or not) not cause or permit the Vessel to be carrying any contraband goods and/or
trading in any zone after it has been declared a war zone by any authority or by any of the Vessel's war risks Insurers unless the Vessel's Insurers shall have
confirmed to the Owner that the Vessel is held covered under the Obligatory Insurances or under a government scheme that gives comparable protection for
the voyage(s) in question; and
(f) not charter the Vessel with any foreign country or national of any foreign country which is the subject of sanctions imposed by the United Nations or is
specified by legislation or

80

regulations of the flag state under which the Vessel is registered and such that, if the earnings or any part of the earnings were derived from such charter, that fact would
render any Finance Document or the security conferred by the Security Documents unlawful.

16.15 Repair of the Vessel

Save in circumstances where the Insurers have agreed to cover the cost of the work or where the Owner has demonstrated to the satisfaction of the Facility Agent that
adequate reserves or security are at the relevant time maintained or provided for, the Owner shall not, and shall procure that the Bareboat Charterer during the Bareboat
Charter Period and the Manager shall not, at any time after the Delivery Date put the Vessel into the possession of any person for the purpose of work being done upon
her beyond the amount of US$15,000,000 or equivalent), other than for classification or scheduled dry docking, unless such person shall have given an undertaking to
the Facility Agent not to exercise any lien on the Vessel or Obligatory Insurances for the cost of that work or otherwise.

16.16 Arrests and Liabilities

The Owner shall, and shall procure that the Bareboat Charterer during the Bareboat Charter Period and the Manager shall, at all times after the Delivery Date:







(a) pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens (other than Permitted Liens) on or claims enforceable
against the Vessel and take all reasonable steps to prevent a threatened arrest of the Vessel;
(b) notify the Facility Agent promptly in writing of the levy or other distress on the Vessel or its arrest, detention, seizure, condemnation as prize, compulsory
acquisition or requisition for title or use and (save in the case of compulsory acquisition or requisition for title or use or any other event that would, with the
passage of time, constitute a Total Loss of the Vessel) obtain the release of the Vessel within twenty-one (21) days;
(c) pay and discharge when due all dues, taxes, assessments, governmental charges, fines and penalties lawfully imposed on or in respect of the Vessel, the
Bareboat Charterer or the Owner except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate
reserves or security are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute has
been obtained by the Owner, or as the case may be, by the Bareboat Charterer, from underwriters or insurance companies approved by the Facility Agent
(acting on the instructions of the Majority Lenders acting reasonably)) and provided that the continued existence of such dues, taxes, assessments,
governmental charges, fines or penalties does not give rise to any reasonable degree of likelihood that the Vessel would be liable to arrest, requisition,
confiscation, forfeiture, seizure, destruction or condemnation as prize; and
(d) pay and discharge all other obligations and liabilities whatsoever in respect of the Vessel and the Obligatory Insurances except those which are being disputed
in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided or for
which indemnity or liability insurance cover for at least the full amount in dispute has been obtained by the Owner, or as the case may be, by the Bareboat
Charterer, from underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably))
and provided that the continued existence of those obligations and liabilities in respect of the Vessel and the Obligatory Insurances does not give rise to any
reasonable degree of likelihood that the Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or

81

condemnation as prize and provided always that the Vessel remains properly managed and insured at all times in accordance with the terms of this Agreement.

16.17 Related Contracts

The Owner shall and shall procure that the Bareboat Charterer shall:











(a) exercise its rights and comply with its material obligations under each Finance Document and Related Contract to which it is a party;
(b) not without the consent of the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably):
(i) make or enter into (and shall procure that Ocean Rig, the Bareboat Charterer and the Manager shall not make or enter into) any amendments, changes
or variations to, or assign, transfer, terminate, suspend or abandon any of the Related Contracts (and to the extent necessary it will withhold its
consent to any such amendment, assignment, transfer, termination, suspension or abandonment) other than an amendment, change or variation of a
non-material or administrative nature (and, for the avoidance of doubt, any amendments, changes or variations to the Shipbuilding Contract which
would or may delay the Delivery Date by 3 months or more would in all cases be deemed a "material" amendment, change or variation);
(ii) take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which a reasonable
shipowner in the position of the Owner could reasonably be expected to know should be taken or entered into which, in any such case, would cause
any Related Contract to be terminated or to cease to remain in full force and effect and shall use all reasonable endeavours to procure that each other
party to any Related Contract does not take any action, enter into any document or agreement or omit to take any action or to enter into any document
or agreement which would, or could reasonably be expected to, cause any Related Contract to cease to remain in full force and effect;
(iii) release the Builder or the Charterer from any of its material obligations under the Shipbuilding Contract or the Drilling Charter, as the case may be; or
(iv) permit (and will procure that no Other Owner shall permit) any amendments, changes or variations to, or assignments, transfers, termination,
suspension or abandonment of any of the Other Shipbuilding Contract (and to the extent necessary it will procure the Other Owner will withhold its or
their consent to any such amendment, change, variation, assignment, transfer, termination, suspension or abandonment) other than an amendment of a
non-material or administrative nature; or
(v) permit, or agree to, or effect under the Bareboat Charter, any adjustment to the amount of the Bareboat Charterhire, other than adjustments as a result
of the annual adjustment mechanism in article 6.1 of the Bareboat Charter and which are set out in the Annual Budget; and
(c) not exercise its rights under Article I paragraph 5 of the Shipbuilding Contract to approve any relevant subcontractor under the Shipbuilding Contract without
the Facility Agent's (acting on the instructions of the Majority Lenders) prior written consent.

82

16.18 Environment

The Owner shall, and shall procure that the Bareboat Charterer until the end of the Bareboat Charter Period and the Manager shall, at all times after the Delivery Date:








and in each case such notification shall take the form of a certificate of an officer of the Owner or of the Owner's agents specifying in reasonable detail the nature of the
event or circumstances.

16.19 Information regarding the Vessel






(a) comply in all material respects with all applicable Environmental Laws and Environmental Approvals including, without limitation, requirements relating to
the establishment of financial responsibility (and shall require that all Environmental Affiliates of the Owner, the Bareboat Charterer and the Manager comply
in all material respects with all applicable Environmental Laws and obtain and comply with all required Environmental Approvals, insofar as such
Environmental Laws and Environmental Approvals relate to the Vessel or her operation or her carriage of cargo);
(b) comply in all material respects with their obligations under and in accordance with health and safety requirements of any Drilling Charter; and
(c) promptly upon becoming aware notify the Facility Agent of:
(i) any Environmental Claim in excess of US$2,500,000 which is current or, to its knowledge, pending or threatened against it or any Environmental
Affiliate relating to the Vessel or her operation or her carriage of cargo; or
(ii) any fact or circumstances reasonably likely to give rise to an Environmental Claim in excess of US$2,500,000 against it or any Environmental
Affiliate relating to the Vessel or her operation or her carriage of cargo; or
(iii) any suspension, revocation or modification of any Environmental Approval obtained by the Owner, the Bareboat Charterer, the Manager or the
Charterer relating to the Vessel or her operation or her carriage of cargo; or
(iv) any Release of Hazardous Materials by or in respect of the Vessel or caused by the Vessel or its operations which could lead to an Environmental
Claim in excess of US$250,000,
(a) The Owner shall upon becoming aware of the same, and shall procure that the Bareboat Charterer during the Bareboat Charter and the Manager shall upon the
earlier of (i) becoming aware of the same and (ii) the time when a prudent manager ought reasonably to have become aware of the same, at all times after the
Delivery Date:
(i) promptly notify the Facility Agent of the occurrence of any accident, casualty or other event which has caused or resulted in or may cause or result in
the Vessel being or becoming a Total Loss;
(ii) promptly notify the Facility Agent of any requirement or recommendation made by any Insurer or the Classification Society or by any competent
authority which is not

83

complied with in a timely manner, disregarding any matter which cannot reasonably be considered to be material;

















(iii) promptly notify the Facility Agent of any intended dry-docking of the Vessel (whether routine or otherwise);
(iv) promptly notify the Facility Agent of any claim for a material breach of the ISM Code being made in connection with the Vessel or its operation;
(v) promptly notify the Facility Agent of any claim for a material breach of the ISPS Code being made in connection with the Vessel or its operation;
(vi) give to the Facility Agent from time to time on request such information, in electronic form by email attachments or hard copy, as the Facility Agent
may reasonably require regarding the Vessel, its employment, position and engagements or regarding the Obligatory Insurances, and shall without
undue delay send copies of all notices sent or received by it, Ocean Rig, the Bareboat Charterer, or the Manager under the terms of the OCR Time
Charter, the Bareboat Charter or the Petrobras Charter (except for communications in the ordinary course of business);
(vii) provide the Facility Agent with copies of the classification certificate of the Vessel and of all periodic damage or survey reports on the Vessel which
the Facility Agent may reasonably request;
(viii) promptly notify the Facility Agent when a condition of class is applied by the Classification Society;
(ix) promptly notify the Facility Agent if the Vessel is detained by any port, governmental or quasi-governmental authority;
(x) promptly notify the Facility Agent if the flag state or the Classification Society refuse to issue or withdraw any trading certification;
(xi) promptly notify the Facility Agent of any fire on board the Vessel which requires the use of fixed fire systems;
(xii) promptly notify the Facility Agent of any collision or grounding of the Vessel;
(xiii) promptly notify the Facility Agent if the Vessel is taken under tow other than in respect of the routine operation of the Vessel;
(xiv) promptly notify the Facility Agent of any death or serious injury to any person which occurs on board the Vessel;
(xv) subject to any applicable restriction under a Drilling Charter give to the Facility Agent and its duly authorised representatives (at their own risk and
expense) reasonable access to the Vessel but without interruption to her use or operation for the purpose of conducting on board inspections and/or
surveys of the Vessel and the Technical Records;
(xvi) if the Facility Agent reasonably believes an Event of Default may have occurred and is continuing, procure that the Facility Agent and its duly
authorised representatives

84

shall upon request be granted the right to inspect the records kept in respect of the Vessel by the Classification Society; and



16.20 Management

The Owner shall procure, and shall procure that the Bareboat Charterer during the Bareboat Charter Period shall procure, at all times after the Delivery Date that the
Vessel is managed by the Manager (except with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)).

16.21 Proceeds from sale or Total Loss of the Vessel






16.22 Charters




(xvii) if the Facility Agent reasonably believes an Event of Default may have occurred and is continuing, furnish to the Facility Agent from time to time
upon reasonable request certified copies of the ship's log in respect of the Vessel.
(b) The Owner shall, and shall procure that the Bareboat Charterer during the Bareboat Charter Period, and the Manager shall, upon becoming aware of the same,
during the Pre-Delivery Period, notify the Facility Agent of any accident, casualty or other event which has caused or resulted in or may cause or result in the
Vessel as it is then constructed becoming a Total Loss or being reasonably considered as beyond economic repair.
(a) The Owner shall procure that the proceeds from a sale or Total Loss of the Vessel (and during the Pre-Delivery Period, any proceeds from the Vessel under
construction or buyer's supplies being deemed a total loss or being reasonably considered beyond economic repair) shall promptly upon receipt by the Owner
or the Bareboat Charterer, be paid to the Security Trustee for application in accordance with clause 10 of the DPP.
(b) For so long as the Owner or the Bareboat Charterer holds any such proceeds as referred to in paragraph (a), it shall, and the Owner shall procure that the
Bareboat Charterer shall, do so on trust for the Security Trustee.
(c) The Owner will not sell or agree to sell the Vessel and will procure that the Sister Owner will not sell or agree to sell the Sister Vessel unless the Owner can
demonstrate to the Facility Agent to its satisfaction that:
(i) the Owner will upon such sale have sufficient funds to repay the Loans in full and all other amounts outstanding hereunder in the case of the sale of
the Vessel or under Clause 6.3 (Mandatory prepayment amount - Sister Vessel) in the case of a sale of the Sister Vessel; and
(ii) in the case of the Sister Vessel, the Owner will upon such sale be in compliance with the Leverage Ratio.
(a) The Owner shall not let, or permit to be let, the Vessel on demise, time, consecutive voyage or voyage charter for any period or to any person other than to a
Charterer under a time charter party (a Drilling Charter ) in terms satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) with
an Approved Charterer and, other than in respect of the Petrobras Charter, with an Approved Rate.

85


Approved Charterer means (i) solely with respect to the Petrobras Charter, Petrobras Tanzania or (ii) any other counterparty approved by the Facility Agent (acting on
the instructions of all of the Lenders) and which, unless otherwise agreed by the Facility Agent (acting on the instructions of all of the Lenders), is not on negative
watch and has (or who provides a Charterer Parent Guarantee by its Holding Company which is not on negative watch and which has) a rating of BBB or higher from
Moody's or a rating of Baa3 or higher from S&P;

Approved Rate means a time charter party in respect of which:




and the amount projected to be the Net Cash Flow will be as estimated by the Owner and the Manager and approved by the Facility Agent.



described) of any Drilling Charter (other than the Petrobras Charter) and (ii) at least six (6) months prior to the expiry date (howsoever described) of the Petrobras
Charter:







For the purposes of this paragraph (a):
(i) for a time charter period of 2 years or more (but less than 3 years), the daily rate on its own results in a minimum annual projected Net Cash Flow of
US$116,000,000 and the minimum daily rate is US$545,000;
(ii) for a time charter period of 3 years or more (but less than 5 years), the daily rate on its own results in a minimum annual projected Net Cash Flow of
US$129,000,000 and the minimum daily rate is US$550,000; or
(iii) for a time charter period of 5 years or more, the daily rate on its own results in a minimum annual projected Net Cash Flow of US$116,000,000 and the
minimum daily rate is US$510,000,
(b) The Owner shall procure that on or prior to the Petrobras Charter Novation the Bareboat Charterer enters into the Bareboat Charterer Petrobras Charter
Assignment (and shall procure that any notices, and shall use best efforts to procure acknowledgements thereto ).
(c) The Owner shall (i) at least twelve (12) months prior to the expiry date (howsoever
(i) procure that a replacement Drilling Charter is entered into having a minimum term (excluding any optional extensions) of 2 years;
(ii) execute a deed of assignment of time charter and earnings in substantially the same form as the Charter Assignment and shall procure that any notices,
and shall use best efforts to procure that any acknowledgements, thereto are duly executed by the relevant parties to them; and
(iii) provide a tax opinion from its tax advisers (which may be disclosed to the Finance Parties) in respect of potential withholding and income tax payable
under the Transaction Documents in form and substance satisfactory to each of the Finance Parties.
(d) The Owner shall not and in relation to the Petrobras Charter shall procure that Ocean Rig and the Bareboat Charterer shall not:

86





16.23 Breach or Termination of Drilling Charter or Management Agreement







(i) allow the Vessel to be sub-chartered by any Charterer without the consent of the Facility Agent not to be unreasonably withheld (acting on the
instructions of the Majority Lenders); or
(ii) permit any transfer of the Charterer's rights and/or obligations under a Drilling Charter without the prior written consent of the Facility Agent (acting
on the instructions of all of the Lenders); or
(iii) in relation to the Petrobras Charter consent to or approve any new Consortium Parties (as that term is defined in the Petrobras Charter) without the
prior written consent of the Facility Agent (acting on the instructions of all of the Lenders); or
3

(iv) in relation to the Petrobras Charter, consent to any new work location for the Vessel outside of the United Republic of Tanzania without the prior
written consent of the Facility Agent (acting on the instructions of all of the Lenders), or the Facility Agent only where the Lenders' position with
regard to tax, cash flows or security is not materially affected.
(a) In the event of the occurrence at any time during the Post-Completion Period of (i) one of the events described in Clauses 6.2(e) or 6.2(f) which would
otherwise give rise to an immediate Mandatory Prepayment Event or (ii) an Event of Default set out in Clauses 18.6 (Insolvency), 18.7 (Insolvency
proceedings), 18.8 (Creditors' process), 18.9 (Cessation of business), 18.10 (Failure to pay final judgment) and 18.11 (Material adverse change) in respect of
the Charterer or the Manager only, then, subject to the conditions set out in Clause 16.23(b) below, no Mandatory Prepayment Event or Event of Default shall
immediately arise and the Owner shall have the opportunity to cure the relevant default, breach or event (including by proposing a substitute charterer or
manager) for a period of three (3) months from the date the relevant event or Event or Default occurs or, if later, the date that a prudent owner could reasonably
be expected to have become aware of the occurrence of the relevant event or Event of Default (provided always that for the purposes of this paragraph (a), the
Owner shall in any event be deemed to have become aware of the relevant event or Event of Default within thirty (30) days of the occurrence of such event or
Event of Default) (the Cure Period );
(b) The right of the Owner to effect a cure and the postponement of the relevant Mandatory Prepayment Event or Event of Default (as the case may be) pursuant to
Clause 16.23(a) above shall be available only if:
(i) there is no other Default existing at the time when the relevant event or Event of Default referred to in Clause 16.23(a) arises and no such other
Default occurs at any time during the Cure Period; and
(ii) any substitute charterer or manager and/or substitute charter or management agreement proposed by the Owner as the means of effecting a cure
satisfies the terms and conditions of Clause 16.22 (in the case of a substitute charterer and/or charter) and the terms and conditions of Clause 16.24 (in
the case of a substitute manager and/or management agreement); and

87





16.24 Management Agreement

The Owner shall ensure and shall procure that during the Bareboat Charter Period the Bareboat Charterer ensures that the Management Agreement in respect of the
Vessel remains in full force and effect until the Final Maturity Date with the Manager or such other counterparty approved by the Facility Agent (acting on the
instructions of the Majority Lenders). The Management Agreement shall contain provisions obliging the Manager to supervise the construction of the Vessel on behalf
of the Owner or the Bareboat Charterer as relevant.

16.25 ISM Code

The Owner shall, and shall procure that the Bareboat Charterer during the Bareboat Charter Period and the Manager shall:





(iii) the Owner procures that on the earlier of (i) the time at which Owner becomes aware of the occurrence of an Event of Default or the relevant event, or
(ii) 30 days after the occurrence of an Event of Default or the relevant event referred to in Clause 16.23(a), there is deposited into the Debt Service
Reserve Account such additional amount as will ensure that the balance standing to the credit of the Debt Service Reserve Account following such
deposit is equal to at least the amount required to pay the aggregate amount of interest and principal repayments accruing under this Agreement during
the period of nine (9) months following the date of such deposit. The Owner shall not be entitled to use any funds then standing to the credit of any of
the Accounts to effect such deposit.
(c) If the Owner or, as the case may be, the Bareboat Charterer proposes to enter into a substitute charter or substitute management agreement, the Owner shall and
shall procure that the Bareboat Charterer shall, in relation to a substitute charter, comply fully with all of the provisions of Clause 16.22 and, in relation to a
substitute management agreement, the Owner shall and shall procure that the Bareboat Charterer shall, upon the execution of the substitute management
agreement, execute a security assignment of such substitute management agreement together with all notices and acknowledgements thereto all in the same
form (mutatis mutandis) as the then existing security over the Management Agreement or otherwise in form and substance satisfactory to the Majority Lenders.
(d) For the avoidance of doubt, should any of the conditions set out in Clause 16.23(b) not be, or cease to be, met, or should the Owner not effect a cure of the
relevant breach, default or event within the Cure Period, the relevant Mandatory Prepayment Event or, as the case may be, Event of Default shall immediately
arise and the Finance Parties shall be all of the rights flowing therefrom.
(e) If the Owner effects a cure of the relevant breach, Event of Default or other event within the Cure Period pursuant to this Clause 16.23, the Owner may
withdraw any such additional amount deposited into the Debt Service Reserve Account in accordance with Clause 16.23(b)(iii).
(a) at all times comply, and be responsible for compliance by itself and by the Vessel, with the mandatory requirements of the ISM Code;
(b) at all times after the Delivery Date ensure that the Vessel has a valid Safety Management Certificate (or, following delivery until a final certificate is issued, a
valid interim Safety

88

Management Certificate) which is held on board the Vessel and that the Manager holds a valid Document of Compliance for the Vessel, a copy of which is held on
board the Vessel;




16.26 ISPS Code

The Owner shall, and shall procure that the Bareboat Charterer during the Bareboat Charter Period and the Manager shall, at all times after the Delivery Date comply
and be responsible for compliance by itself and by the Vessel with the mandatory requirements of the ISPS Code, and ensure that the Vessel has a valid International
Ship Security Certificate.

16.27 Delivery of Vessel

If the Owner is required by the terms of the Shipbuilding Contract to accept delivery of the Vessel from the Builder, then the Owner will exercise, or will procure that
Ocean Rig (as time charterer under the OCR Time Charter) or the Bareboat Charterer as relevant exercises all rights it has under the Drilling Charter in place at such
time to require the Charterer to take delivery of the Vessel under such Drilling Charter.

16.28 Construction supervision




16.29 Construction Milestones


start of steel cutting for the Vessel



(c) promptly notify the Facility Agent of any actual or, upon becoming aware of the same, threatened withdrawal of an applicable Safety Management Certificate
or Document of Compliance;
(d) promptly notify the Facility Agent of the identity of the person ashore designated for the purposes of paragraph 4 of the ISM Code and of any change in the
identity of that person; and
(e) promptly upon becoming aware of the same notify the Facility Agent of the occurrence of any accident or major non-conformity requiring action under the
ISM Code.
(a) The Owner shall give to the Facility Agent and the Technical Adviser notice of any meetings of the Owner or the Owner's representatives with the Builder or
between the Owner or the Owner's representatives and any Charterer or the Charterer's representatives where material divergence from the Specification (as
defined in the Shipbuilding Contract) is being discussed. Following any such meeting, the Owner shall notify the Facility Agent and the Technical Adviser of
the outcome of such meeting. Such advance notice and notice of the outcome shall be contained in the quarterly technical reports referred to in Clause 15.3(d).
(b) The Owner shall make reasonable efforts to obtain the Builder's consent so that the Facility Agent (at the Facility Agent's own risk and expense) or its
representative has a right to attend, in a capacity as an observer only, the shipyard on an occasional basis and to be present at the sea trials and first drill trial of
the Vessel.
(c) The Owner will give reasonable notice to the Facility Agent of the time and location of any of the meetings, trials and voyages referred to in paragraph (b)
above.
(a) Project milestone for Instalment Loan 2:

89

(b) Project milestones for Instalment Loan 3




16.30 Tax affairs

The Owner must and shall procure that the Bareboat Charterer shall:



16.31 Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL

The Owner shall, and shall procure that the Bareboat Charterer during the Bareboat Charter Period and the Manager shall, at all times after the Delivery Date comply
and be responsible for compliance by itself and by the Vessel with mandatory requirements of Annex VI (Regulations for the Prevention of Air Pollution from Ships) to
MARPOL, and ensure that the Vessel has a valid International Air Pollution Prevention Certificate.

16.32 Oil Pollution Act

For so long as the Vessel is operated in the territorial waters of the United States of America, the Owner shall and/or shall procure the Bareboat Charterer during the
Bareboat Charter Period or the Charterer shall, comply with the requirements of all mandatory United States laws, regulations and requirements (including United
States Coastguard regulations applicable to the Vessel and including for the avoidance of doubt any requirement to have a valid and current Certificate of Financial
Responsibility pursuant to the United States Oil Pollution Act 1990) in relation to the operation and navigation of the Vessel in force at the relevant time in the relevant
area(s) of the United States of America.

16.33 Leverage Ratio






start of keel laying for Vessel
(c) Project milestones for Delivery Loan:
tender of Vessel for Delivery
(a) promptly file all Tax reports and returns required to be filed by it in any jurisdiction; and
(b) promptly pay all Taxes or, if any Tax is being contested in good faith and by appropriate means, ensure an adequate reserve is set aside for payment of that
Tax.
(a) The Owner will not permit the Leverage Ratio from time-to-time to be lower than 125 per cent, such Leverage Ratio to be tested as provided in paragraph (c)
below, provided that during the six month period prior to the expiry date (howsoever described) of any Drilling Charter (the Drilling Charter Final Period )
the Owner will not permit the Leverage Ratio from time-to-time to be lower than 140 per cent.
(b) If on any determination date the Leverage Ratio is less than 125 per cent or, during the Drilling Charter Final Period, 140 per cent, the Owner will immediately
following a request of the Facility Agent to do so:
(i) prepay such amount of the Loans as will ensure that the Leverage Ratio is not less than or equal to 125 per cent, or, during the Drilling Charter Final
Period, 140 per cent; or

90



For the purposes of determining the Leverage Ratio, the additional security shall have attributed to it such value as the Facility Agent (acting on the instructions of the
Majority Lenders) determines or in the case of additional security constituted by cash, its full value.











16.34 Listing

The Owner shall procure at all times during the Security Period that Ocean Rig will remain publicly listed on NASDAQ.

16.35 Petrobras Charter

On or before the Delivery Date the Owner shall:




(ii) provide or cause to be provided to the Facility Agent such additional funds into the Debt Service Reserve Account as is necessary to bring the
Leverage Ratio equal to or not less than 125 per cent, or, during the Drilling Charter Final Period, 140 per cent; or
(iii) provide such additional security, in all respects satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders), such that the
Leverage Ratio is not less than or equal to 125 per cent, or, during the Drilling Charter Final Period, 140 per cent.
(c) The Facility Agent shall be entitled to test such Leverage Ratio as of:
(i) the Final Completion Date;
(ii) each anniversary thereof;
(iii) the first date of any Drilling Charter Final Period;
(iv) upon the notice of the Sister Owner of its intention to sell a Vessel; and
(v) at any time on notice from the Facility Agent after the occurrence of a Default which is continuing.
(d) The Owner will procure a valuation on the basis described in the definition of Market Value on or before (but dated not more than thirty (30) days prior to) the
date on which Leverage Ratio is to be calculated or in the case of paragraph (c) (i) promptly on demand and provide such valuation to the Facility Agent who
will verify such valuation by reference to the information provided by the Owner.
(e) The Owner will procure in favour of the Facility Agent and the Approved Brokers, all such information, as they may reasonably (having regard to the use and
operation of the Vessel) require in order to effect such valuations.
(f) All valuations shall be at the expense of the Owner.
(a) provide the Facility Agent with full details of each current and/or proposed "Consortium Party" and each known and/or potential "Country" in which drilling
operations will be conducted under the Petrobras Charter (as those terms are defined in the Petrobras Charter);

91






all such documentation and arrangements referred to in Clauses 16.35(b) and 16.35(c) being on terms and in form satisfactory to the Facility Agent (acting on the
instructions of all of the Lenders).

16.36 Delivery General Assignment

On or prior to the Delivery Date, the Owner shall ensure that the form of the Delivery General Assignment to be executed in connection with the Delivery Loan is
amended (in form and substance satisfactory to the Facility Agent) to include:



16.37 Petrobras Charter Novation






(b) enter into and procure that all other relevant parties enter into such documentation as the Facility Agent (acting on the instructions of all of the Lenders)
considers necessary or desirable (including, without limitation, security documentation and documentation to amend this Agreement) in order to effect any
Petrobras Charter transfer and/or bareboat chartering arrangements required as a result of Ocean Rig (rather than the Owner) entering into the Petrobras
Charter, without materially affecting the Lenders' position with regard to tax, cash flows, charterer credit or security;
(c) provide and procure that all other relevant parties provide in favour of the Security Trustee, on behalf of the Secured Parties:
(i) a deed of assignment of earnings in relation to the Petrobras Charter (and shall procure that any notices, and shall use best efforts to procure that any
acknowledgements, thereto are duly executed by the relevant parties to them);
(ii) a first priority assignment of time charter and earnings by way of security over all of the right, title and interest of the Owner and/or any of its
Affiliates in any bareboat charter as referred to in Clause 16.35(b) above (and shall procure that any notices, and shall use best efforts to procure that
any acknowledgements, thereto are duly executed by the relevant parties to them); and
(iii) tax opinions from its tax advisers in respect of all relevant jurisdictions (which may be disclosed to the Finance Parties) in respect of potential
withholding and income tax payable under the Transaction Documents and any bareboat charter as referred to in Clause 16.35(b) above, in form and
substance satisfactory to each of the Finance Parties,
(a) an assignment absolutely, subject to a proviso for re-assignment on redemption, of all of the Owner's rights in respect of the Operational Software, the
Software Licences and the Software Records; and
(b) a chattel mortgage in relation to the Technical Records.
(a) The Owner shall procure that on or before the Petrobras Acceptance Longstop Date, Ocean Rig and the Bareboat Charterer enter into the Petrobras Charter
Novation Agreement.
(b) The Owner shall procure that on or prior to the date of the Petrobras Charter Novation, the following documents are entered into:
(i) the Bareboat Charterer Accounts Charge Agreement;

92









17. INSURANCES

17.1 Scope of Obligatory Insurances

The Owner shall, or shall procure that the Bareboat Charterer shall:






(ii) the Bareboat Charterer Petrobras Charter Assignment;
(iii) the Management Agreement Assignment Side Letter;
(iv) the Confirmatory Charge No.2;
(v) the Bareboat Charterer Guarantee;
(vi) the Petrobras Consent;
(vii) the Bareboat Charterer Insurances Assignment;
(viii) the Management Agreement Assignment Agreement; and
(ix) the Mortgage Amendment Agreement.
(a) report on and monitor the Builder's compliance with the Construction Insurances as detailed in Article XVII of the Shipbuilding Contract and report on and
confirm its compliance with the terms of the Construction Insurances in respect of the Vessel and the equipment the subject of the Shipbuilding Contract and
the Buyer Supplies (as such term is defined in the Shipbuilding Contract). The Owner shall procure that its Buyer Supplies are insured for all risks of physical
loss or damage as is typically insured, and that the Owner is insured for protection and indemnity risks during sea trials either under the Builder's insurance
policy or, if this is not possible, the Owner shall have protection and indemnity insurance effective from the commencement of the sea trials for an amount not
less than US$300,000,000 (the amount to be reviewed and mutually agreed to be reduced if the Owners' liability during the sea trials is less than the above
amount). The Owner shall also have general third party liability insurance effective from the commencement of the sea trials for not less than US$25,000,000
to the extent such insurance policy will be available;
(b) at all times after the Delivery Date keep the Vessel insured in the Required Insurance Amount, with a deductible of no more than US$15,000,000, in Dollars
against fire and usual marine risks (including Excess Risks), and if requested by the Facility Agent all spares, stores and other property held elsewhere than on
the Vessel against all risks of physical loss or damage as is typically insured, in each case in the name of the Owner and during the Bareboat Charter Period the
Bareboat Charterer and with the interest of the Security Trustee noted as mortgagee or assignee with underwriters or insurance companies approved by the
Facility Agent and (as applicable) through brokers approved by the Facility Agent (acting on the instructions of the Majority Lenders), and by policies in form
and content approved by the Facility Agent (acting on the instructions of the Majority Lenders);
(c) at all times after the Delivery Date keep the Vessel insured in at least the Required Insurance Amount in the same manner as above against war risks
(including, without limitation), (a) those risks covered by the standard form of English marine policy with Institute War and Strike Clauses (Time) (1/10/83)
attached or similar cover and (b) war, terrorist or similar protection and indemnity risks cover excluded from the protection and indemnity risks

93

covered by the entry of the Vessel with the relevant protection and indemnity association by reason of any exclusion clauses contained in such entry, and all spares,
stores, and other property held elsewhere than on the Vessel against, at the minimum, riots, strikes, civil commotion and terrorism, in each case either:






provided that, if the Vessel has ceased trading or is in lay up and in either case has unloaded all cargo, the level of pollution risks cover afforded by ordinary protection
and indemnity cover available through a member of the International Group or such successor organisation or, as the case may be, on the open market in such
circumstances shall be sufficient for such purposes;




(i) with underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders) and by policies in form
and content approved by the Facility Agent (acting on the instructions of the Majority Lenders); or
(ii) by entering the Vessel in an approved war risks association;
(d) at all times after the Delivery Date keep, or procure the Charterer keeps the Vessel entered in an approved protection and indemnity association against all risks
as are normally covered by such protection and indemnity association, including without limitation, pollution risks, the proportion not recoverable in case of
collision under the running down clause inserted in the ordinary Hull and Machinery policies and Specialist Operations coverage, in the name of the Owner
and during the Bareboat Charter Period the Bareboat Charterer for claims which the Owner or the Bareboat Charterer would have incurred had they been
pursued against it, such cover to be for:
(i) the higher of the minimum amount stipulated in any Drilling Charter and US$500,000,000 or such other amount of cover against P&I including
pollution risks as shall at any time be comprised in the basic entry of the Vessel with either a protection and indemnity association which is a member
of either the International Group of P&I Clubs (or any successor organisation designated by the Facility Agent for this purpose); or
(ii) if the International Group or any such successor ceases to exist or ceases to provide or arrange any cover for pollution risks (or any supplemental
cover for pollution risks over and above that afforded by the basic entry of the Vessel with its protection and indemnity association), such aggregate
amount of cover against pollution risks as shall be generally available on the open market and by basic entry with a protection and indemnity
association for ships of the same type, size, age and flag as the Vessel,
(e) at all times following the Final Completion Date, maintain in full force and effect loss of hire insurance, on a daily amount fixed and agreed basis, in respect of
the Vessel subject to a deductible of 45 days (or minimum deductible available by loss of hire underwriters) per incident or occurrence and for a minimum
indemnity period of 180 days with underwriters or insurance companies approved by the Facility Agent (acting on the instructions of the Majority Lenders) in
form and content approved by the Facility Agent (acting on the instructions of the Majority Lenders), provided always that the obligation of the Owner or
during the Bareboat Charter Period the Bareboat Charterer to maintain such loss of hire insurance shall cease if a prudent owner of a vessel similar to the
Vessel and employed on a

94

similar basis, acting reasonably, would consider the cost of the loss of hire insurance to be commercially unacceptable;



17.2 Mortgagee's interest and additional perils insurances

The Facility Agent shall be entitled, from time to time and at the Owner's cost and expense, to effect from the Delivery Date, maintain and renew all or any of the
following insurances in the Required Insurance Amount, and on such terms, through such insurers and in such manner as the Facility Agent (acting on the instructions
of the Majority Lenders) may from time to time consider appropriate:








(f) at all times following the Final Completion Date, if and as requested from time to time by the Facility Agent, to maintain in full force and effect insurance(s) in
respect of such other matters of whatsoever nature and howsoever arising in respect of which insurance would be available to a prudent owner of the Vessel;
and
(g) comply or procure compliance with the terms and conditions of the Obligatory Insurances (including, but not limited to, making any declarations required by
such insurances in order to maintain cover for operating within any waters where it is required to be located under a Drilling Charter, which declarations the
Owner or during the Bareboat Charter Period the Bareboat Charterer shall promptly copy to the Facility Agent), not do, consent to or permit any act or
omissions which might invalidate or render unenforceable the whole or any part of the Insurances.
(a) a mortgagee's interest marine insurance providing for the indemnification of the Finance Parties for any Losses under or in connection with any Finance
Document which directly or indirectly result from loss of or damage to the Vessel or a liability of the Vessel or the Owner or the Bareboat Charterer, being a
loss or damage which is prima facie covered by an Obligatory Insurance but in respect of which there is a non-payment (or reduced payment) by the
underwriters by reason of, or on the basis of any allegation concerning:
(i) any act or omission on the part of the Owner, or the Bareboat Charterer of any operator or manager of the Vessel or of any officer, employee or agent
of the Owner or of any such person, including any breach of warranty or condition or any nondisclosure relating to such Obligatory Insurance;
(ii) any act or omission, whether deliberate, negligent or accidental, or any knowledge or privity of the Owner or the Bareboat Charterer or any other
person referred to in subparagraph (i) above, or of any officer, employee or agent of an Owner or the Bareboat Charterer or of such a person,
including the casting away or damaging of the Vessel and/or the Vessel being unseaworthy; and/or
(iii) any other matter capable of being insured against under a mortgagee's interest marine insurance policy whether or not similar to the foregoing; and
(b) a mortgagee's interest additional perils policy providing for the indemnification of the Finance Parties against, amongst other things, any Losses or other
consequences of any Environmental Claim, including the risk of expropriation, arrest or any form of detention of the Vessel, or the imposition of any Security
Interest over the Vessel and/or any other matter capable of being insured against under a mortgagee's interest additional perils (pollution) policy whether or not
similar to the foregoing.

95

17.3 Obligatory Insurances

Without prejudice to its obligations under Clause 17.1 (Scope of Obligatory Insurances), the Owner shall (and shall procure that during the Bareboat Charter Period the
Bareboat Charterer shall):












(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or
agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under
any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any
Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) at least 28 days before the relevant policies, contracts or entries expire, notify the Facility Agent of the names of the insurance companies and/or the war risks
and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which
such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such
Obligatory Insurances on the terms so specified are given to the brokers (if applicable) and associations in each case approved in accordance with Clause 17.1
(Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to
time agree) confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so given;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and the approved P&I Club
provide the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters
of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in
each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to
paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the forms scheduled to the Delivery General
Assignment and the Bareboat Charterer Insurances Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before
the expiry of


96

the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving
instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;









17.4 Power of Facility Agent to insure

If the Owner and the Bareboat Charterer fail to procure, effect and keep in force Obligatory Insurances in accordance with this Agreement, it shall be permissible, but
not obligatory, for the Facility Agent to effect and keep in force insurance or insurances, for itself or on behalf of the Security Trustee, in the amounts required under
this Agreement and (in the case of Clause 17.1(d) (Scope of Obligatory Insurances) only) entries in a protection and indemnity association or club and, if it deems
necessary or expedient, to insure the war risks upon the Vessel, and the Owner shall reimburse the Facility Agent for the costs of so doing. The Facility Agent agrees to
notify the Owner if it effects any such insurance or insurances in respect of the Vessel as soon as practicable and in any event no later than five Business Days after
effecting such insurances.



(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days' notice in
writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the
Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under
the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of nonpayment of premiums for other vessels under the
fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the
Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance
Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or
association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance; and
(i) in the event that the Owner receives payment of any moneys in respect of Insurances, save as provided in the loss payable clauses scheduled to the Delivery
General Assignment, or the Bareboat Charterer receives payment of any moneys, save as provided in the loss payable clauses scheduled to the Bareboat
Charterer Insurances Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys shall be held in trust for the Security
Trustee by the Owner, or as the case may be, the Bareboat Charterer.

97

18. DEFAULT

18.1 Events of Default

Each of the events or circumstances set out in this Clause 18 is an Event of Default, provided always that:




in each case by a date that falls three (3) months after the occurrence of the relevant event; and


18.2 Non-payment

The Owner, the Bareboat Charterer or Ocean Rig does not pay on the due date any amount payable by it under the Finance Documents in the manner required under the
Finance Documents, unless the non-payment:




18.3 Breach of other obligations

The Owner, the Bareboat Charterer or Ocean Rig does not comply with any other terms of the Finance Documents to which it is a party or Ocean Rig, or the Sponsor in
the case of the Sponsor Guarantee only, does not comply with any of its obligations under the Finance Documents to which it is a party, unless the non-compliance:




(a) the events referred to in Clauses 18.6 to 18.11 shall not, in respect of the Builder, constitute an Event of Default if:
(i) the relevant event is remedied to the satisfaction of the Facility Agent (acting on the instructions of the Majority Lenders) and on terms (and with
replacement security) approved by the Facility Agent (acting on the Instructions of the Majority Lenders); or
(ii) the Builder is substituted by another builder satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) and on terms (and
with replacement security) approved by the Facility Agent (acting on the Instructions of the Majority Lenders),
(b) the events referred to in Clauses 18.6 to 18.11 shall not, in respect of the Charterer or Manager, constitute an Event of Default if a substitute charterer or
substitute manager is appointed, or the relevant event is otherwise cured by the Owner, in accordance with Clause 16.23.
(a) is caused by technical or administrative error; and
(b) where such payment is a scheduled payment, is remedied within one Business Day of the due date; or
(c) where such payment is on-demand, is remedied within three Business Days of the date of demand.
(a) is capable of remedy; and

98




18.4 Misrepresentation

A representation or warranty made or repeated by the Owner, the Bareboat Charterer or Ocean Rig in any Finance Document or in any document delivered by or on
behalf of the Owner, the Bareboat Charterer or Ocean Rig under any Finance Document is incorrect or misleading in any material respect when made or deemed to be
repeated, unless the circumstances giving rise to the misrepresentation or breach of warranty:



18.5 Cross-default










(b) is remedied within 30 days of the earlier of the Facility Agent giving notice of the breach to the Owner and the Owner, the Bareboat Charterer, the Sponsor or
Ocean Rig, as the case may be, becoming aware of the non-compliance, save in the case of non-compliance with:
(i) Clause 16.11(a) (Security), Clause 16.12(a) (Registration of the Vessel), Clause 16.22(c) (Charters), Clause 16.24 (Management Agreement) (save to
the extent Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement) applies) or Clause 17.1 (Scope of Obligatory
Insurances), for each of which the grace period for remedy shall be three days from the date the Facility Agent gives notice of the breach to the
Owner, provided always that, in respect of Clause 17.1 (Scope of Obligatory Insurances) and clause 7.14 (Financial Covenants) of the Ocean Rig
Guarantee, there shall be no grace period unless the Facility Agent (acting on the good faith and reasonable instructions of the Majority Lenders) is
satisfied that the Finance Parties have neither suffered nor will, in the future, suffer any material detriment (whether financial, to their security
position or otherwise howsoever) as a result of the non-compliance; or
(ii) Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement) for which there shall be no grace period for remedy following
expiry of the grace period provided in that Clause 16.23.
(a) are capable of remedy; and
(b) are remedied within 14 days of the Owner, the Bareboat Charterer or, as the case may be, Ocean Rig receiving notice from the Facility Agent of the
circumstances giving rise to the misrepresentation or breach of warranty.
(a) Any Sister Event of Default occurs and is continuing; or
(b) Any of the following occurs in respect of any of the Project Parties:
(i) any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);
(ii) any of its Financial Indebtedness:
(A) becomes prematurely due and payable;
(B) is placed on demand; or
(C) is capable of being declared by or on behalf of a creditor to be prematurely due and payable or of being placed on demand,

99

in each case, as a result of an event of default or any provision having a similar effect (howsoever described) and after the expiry of any applicable grace period (if any);
or


unless the aggregate amount of Financial Indebtedness falling within paragraphs (i) to (iii) above is less than US$2,500,000 or its equivalent in the case of the Owner or
Ocean Rig or US$10,000,000 or its equivalent in the case of, the Builder, the Charterer Parent (if any) or the Charterer.

(c) A Bareboat Charter Termination Event occurs which is continuing.

18.6 Insolvency

Any of the following occurs in respect of any of the Project Parties:








If a moratorium occurs in respect of any such person, the ending of the moratorium will not remedy any Event of Default caused by the moratorium.

18.7 Insolvency proceedings






(iii) any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default (howsoever described),
(a) it is, or is deemed for the purposes of any relevant applicable law to be, unable to pay its debts as they fall due or insolvent;
(b) it admits its inability to pay its debts as they fall due;
(c) it suspends making payments on any of its debts or announces an intention to do so;
(d) by reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling or restructuring of any of its indebtedness;
(e) the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities); or
(f) a moratorium is declared in respect of any of its Financial Indebtedness; or
(g) any similar local law process not described in (a) to (f) above.
(a) Except as provided in paragraph (b) below, any of the following occurs in respect of any of the Project Parties:
(i) any step is taken with a view to a moratorium, composition, assignment or similar arrangement with any of its creditors;
(ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution to petition for or to file documents
with a court or any registrar for its winding-up, administration or dissolution or any such resolution is passed;

100








18.8 Creditors' process

Any attachment, sequestration, distress, execution or analogous event affects any asset(s) of any of the Project Parties having an aggregate value of at least
US$2,500,000 or its equivalent in the case of the Owner, the Bareboat Charterer or Ocean Rig or at least US$10,000,000 or its equivalent in the case of the Builder,
Charterer Parent or the Charterer and in any case is not discharged within 14 days.

18.9 Cessation of business

Any of the Project Parties ceases, or threatens to cease, to carry on business.

18.10 Failure to pay final judgment

Any of the Project Parties fails to comply with or pay any sum in excess of US$2,500,000 or its equivalent in the case of the Owner, the Bareboat Charterer or Ocean
Rig or at least US$10,000,000 or its equivalent in the case of the Builder, Charterer Parent (if any) or the Charterer and in either case due from it under any final
judgment or any final order made or given by any court of competent jurisdiction within the period specified in the relevant judgment or if no period is specified within
14 days of such final judgment being issued.

18.11 Material adverse change

Any event or series of events occurs affecting the financial condition or operation of any of the Project Parties which, in the opinion of the Majority Lenders, has a
Material Adverse Effect.

18.12 Litigation

Any litigation, arbitration or administrative proceedings (other than proceedings of a frivolous or vexatious nature which are being contested in good faith and for which
adequate reserves or security



(iii) any person presents a petition or files documents with a court for its winding-up, administration or dissolution or reorganisation (by way of voluntary
arrangement, scheme of arrangement or otherwise);
(iv) any Security Interest is enforced over any of its assets;
(v) an order for its winding-up, administration or dissolution is made;
(vi) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, receiver and manager, judicial
manager, administrator or similar officer is appointed in respect of it or any of its assets;
(vii) its directors, shareholders or other officers request the appointment of, or give notice of their intention to appoint a liquidator, trustee in bankruptcy,
judicial custodian, judicial manager, receiver and manager, compulsory manager, receiver, administrative receiver, receiver and manager,
administrator or similar officer; or
(viii) any other analogous step or procedure is taken in any jurisdiction.
(b) Paragraph (a) above does not apply to a frivolous or vexatious petition for winding-up presented by a creditor which is being contested in good faith and with
due diligence and is discharged or struck out within 14 days.

101

are at the relevant time maintained or provided or for which indemnity or liability insurance cover for at least the full amount in dispute has been obtained by the Owner
or the relevant person from underwriters or insurance companies that have been approved by the Facility Agent (acting on the instructions of the Majority Lenders
acting reasonably)) are current or, to the knowledge of the Owner or the Finance Parties, pending or threatened against any person which in the opinion of the Majority
Lenders have, or if adversely determined are reasonably likely to have, a Material Adverse Effect.

18.13 Liability of Lenders and Administrative Parties






18.14 Unlawful performance

It is, or it becomes, unlawful for the Owner, the Bareboat Charterer or Ocean Rig to perform any of its obligations under the terms of the Transaction Documents.

18.15 Debt Service Cover Ratio

The Debt Service Cover Ratio is determined to be less than 1.1:1 for any Calculation Period.

18.16 Acceleration




(a) Any event occurs or circumstance arises in relation to the Vessel which results in any person making an Environmental Claim against any Finance Party and
such Finance Party has not been indemnified by a person and on terms satisfactory to the relevant Finance Party in respect of such amount within fifteen days
after the date on which such Environmental Claim is made provided such Finance Party gives prompt notice of such claim to the Owner and has afforded the
Owner (at its cost and expense) the right (with full cooperation of such Finance Party) to such action as it considers necessary or appropriate (acting
reasonably) to defend or contest in its own name the validity or amount of such claim. The Owner may defend or contest the validity or amount of such claim
in the name of the relevant Finance Party if such Finance Party is (acting in its absolute discretion) satisfied that:
(i) such action has a reasonable chance of success and in reaching this conclusion such Finance Party shall have the right to require the Owner to obtain
(at the cost of the Owner) the opinion of Queen's Counsel concerning the merits of the claim. Counsel shall be selected and instructed by the legal
advisers to the Finance Party concerned;
(ii) such Finance Party is satisfied that such claim will not materially damage its reputation or any part of its business affairs; and
(iii) the scope of the provisions of Clause 23.2 (Other indemnities) will indemnify the relevant Finance Party against any and all costs, losses, expenses or
liabilities arising as a result of the Owner defending or contesting the validity or amount of the claim in the name of that Finance Party.
(b) Any event occurs or circumstance arises in relation to the ownership or operation of the Vessel which results in criminal liability being imposed on any
Finance Party except where such liability arises out of the gross negligence or wilful misconduct of such Finance Party.
(a) If an Event of Default is outstanding, the Facility Agent may (and if the Majority Lenders so instruct it, shall), by notice to the Owner:

102





Any notice given under this Clause 18.16 will take effect in accordance with its terms.


19. SECURITY

19.1 General

The provisions of clause 2 and clause 3 of the DPP apply in respect of the appointment, office and function of the Security Trustee.

19.2 Parallel Debt







(i) cancel the undrawn, uncancelled amount of the Commitments; and/or
(ii) declare that all or part of any amounts outstanding under the Finance Documents are:
(A) immediately due and payable; and/or
(B) payable on demand by the Facility Agent.
(b) The Owner hereby agrees that for the purposes of this Agreement service by the Facility Agent of a notice under and in accordance with paragraph (a) above
shall constitute a valid and effective service of such notice and the Owner shall be deemed to have become liable to make any payments expressed in that
notice upon service of such notice.
(a) For the purposes of the Greek Security, the Owner hereby irrevocably and unconditionally undertakes to pay to the Security Trustee amounts equal to any
amounts owing by the Owner to the relevant Secured Parties under the Finance Documents as and when the same fall due for payment thereunder, so that the
Security Trustee shall be the obligee of such covenant to pay and shall be entitled to claim performance thereof in its own name and not as agent acting on
behalf of the relevant Secured Parties. The Owner and the Security Trustee acknowledge that for this purpose such obligations of the Owner are several and are
separate and independent from, and without prejudice to, the identical obligations which the Owner has to the Secured Parties under the relevant Finance
Documents, provided that this shall not result in the Owner incurring an aggregate obligation to any such Secured Parties under the Finance Documents. To
this end and without prejudice to the foregoing, it is agreed that:
(i) the amounts due and payable by the Owner under this Clause 19.2 (the Parallel Debt ) shall be decreased to the extent that the Owner has paid any
amounts to the Secured Parties or any of them in respect of the Secured Liabilities and vice versa; and
(ii) the Parallel Debt shall not exceed the aggregate of the corresponding obligations which the Owner has to the Secured Parties under the Finance
Documents.
(b) Nothing in this Clause shall in any way negate, affect or increase the obligations of the Owner to any Secured Party under the Finance Documents in respect of
the Secured Liabilities. For the purpose of this Clause, the Security Trustee acts in its own name and on behalf of itself and not as agent or representative of
any other party hereto and any security granted to the Security Trustee to secure the Parallel Debt is granted to the Security Trustee in its capacity as creditor of
the Parallel Debt and solely for the purpose referred to above.

103

19.3 Greek Security



of the Greek Security, provided that it shall be under an obligation to exercise such rights (and perform such obligations) in accordance with the contractual undertakings set out
in any Finance Document.

20. THE ADMINISTRATIVE PARTIES

20.1 Appointment and duties of the Facility Agent






20.2 Role of the Mandated Lead Arranger

Except as specifically provided in the Finance Documents, the Mandated Lead Arranger has no obligations of any kind to any other Party in connection with any
Finance Document.

20.3 No fiduciary duties

Except as specifically provided in a Finance Document, nothing in the Finance Documents makes an Administrative Party a trustee or fiduciary for any other Party or
any other person, and no Administrative Party needs to hold in trust any moneys paid to or recovered by it for a Party in connection with the Finance Documents or be
liable to account for interest on those moneys.

20.4 Individual position of an Administrative Party





(a) The Security Trustee shall obtain any Security Interest provided under or pursuant to a Security Document governed by Greek law (the Greek Security ) in its
own name.
(b) The Security Trustee shall have full and unrestricted entitlement to and authority in respect
(a) Each Lender and Administrative Party (other than the Facility Agent) irrevocably appoints the Facility Agent to act as its agent under and in connection with
the Finance Documents.
(b) Each Lender and Administrative Party irrevocably authorises the Facility Agent to:
(i) perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any
other incidental rights, powers and discretions; and
(ii) execute each Finance Document expressed to be executed by the Facility Agent.
(c) The Facility Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative
nature. For the avoidance of doubt, those duties do not extend to any administration or other work which might result from any Lender transferring any of its
rights and obligations under the Finance Documents to any person. Any such administration or other work shall be undertaken by the transferee.
(a) If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those
rights and powers as though it were not an Administrative Party.
(b) Each Administrative Party may:

104



20.5 Reliance

The Facility Agent may:





20.6 Majority Lenders' instructions





20.7 Responsibility




(i) carry on any business with the Owner, the Bareboat Charterer, the Charterer, Ocean Rig or its related entities (including acting as an agent or a trustee
for any other financing); and
(ii) retain any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with the Owner, the
Bareboat Charterer, the Charterer, Ocean Rig or its related entities.
(a) rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;
(b) rely on any statement made by any person regarding any matters which may reasonably be assumed to be within its knowledge or within its power to verify;
(c) engage, pay for and rely on professional advisers selected by it; and
(d) act under the Finance Documents through its personnel and agents.
(a) The Facility Agent is fully protected if it acts on the valid instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter
not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence
of instructions, in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of
all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority
Lenders has not been exercised.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which
it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority
Lenders (or, if appropriate, the Lenders) until it has received security satisfactory to it, whether by way of payment in advance or otherwise, against any
liability or loss which it may incur in complying with the instructions.
(d) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings in
connection with any Finance Document.
(a) No Administrative Party is responsible to any other Finance Party for the adequacy, accuracy or completeness of any Finance Document or any other
document or any statement or information (whether written or oral) made or supplied in connection with any Finance Document.

105





20.8 Exclusion of liability






20.9 Default


(b) If the Facility Agent:




(b) No Administrative Party is responsible for the legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance Document or any other
document.
(c) Without affecting the responsibility of the Owner for information supplied by it or on its behalf in connection with any Finance Document, each Lender
confirms that it:
(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including
the financial condition and affairs of the Owner, the Bareboat Charterer, Ocean Rig, the Charterer and their related entities and the nature and extent
of any recourse against any Party, the Bareboat Charterer, Ocean Rig, the Charterer or their assets); and
(ii) has not relied exclusively on any information provided to it by any Administrative Party in connection with any Finance Document.
(a) The Facility Agent is not liable or responsible to any other Lender or Administrative Party for any action taken or not taken by it in connection with any
Finance Document, unless directly caused by its gross negligence or wilful misconduct.
(b) No Party (other than the relevant Administrative Party) may take any proceedings against any officers, employees or agents of another Administrative Party in
respect of any claim it might have against that Administrative Party or in respect of any act or omission of any kind by that officer, employee or agent in
connection with any Finance Document. Any officer, employee or agent of an Administrative Party may rely on this Clause 20.8 and enforce its terms under
the Contracts (Rights of Third Parties) Act 1999.
(c) The Facility Agent is not liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to
be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating
procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.
(d) Nothing in this Agreement will oblige any Administrative Party to satisfy any know your customer requirement in relation to the identity of any person on
behalf of any Finance Party.
(e) Each Finance Party confirms to each Administrative Party that it is solely responsible for any know your customer requirements it is required to carry out and
that it may not rely on any statement in relation to those requirements made by any other person.
(a) The Facility Agent is not obliged to monitor or enquire whether a Default has occurred. The Facility Agent is not deemed to have knowledge of the occurrence
of a Default.
(i) receives notice from a Party or any other party to a Transaction Document referring to this Agreement, describing a Default and stating that the event
is a Default; or

106


20.10 Information









20.11 Indemnities




(ii) is aware of the non-payment of any principal or interest or any fee payable to a Finance Party (other than the Facility Agent or any of the Mandated
Lead Arranger) under this Agreement, it must promptly notify the Finance Parties.
(a) The Facility Agent must promptly forward to the person concerned the original or a copy of any document which is delivered to the Facility Agent by a Party
for that person.
(b) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or
completeness of any document it forwards to another Party.
(c) Except as provided above, the Facility Agent has no duty:
(i) either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection
with the Finance Documents (including any information relating to the financial condition or affairs of the Owner or any of its related entities or the
nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this Agreement; or
(ii) unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from the
Owner or the Bareboat Charterer.
(d) In acting as the Facility Agent, the agency division of the Facility Agent is treated as a separate entity from its other divisions and departments. Any
information acquired by the Facility Agent which, in its opinion, is acquired by it otherwise than in its capacity as the Facility Agent may be treated as
confidential by the Facility Agent and will not be treated as information possessed by the Facility Agent in its capacity as such.
(e) The Owner irrevocably authorises the Facility Agent to disclose to the other Finance Parties any information which is received by it in its capacity as the
Facility Agent, subject always to the requirements of confidentiality under Clause 28 (Disclosure of Information).
(f) The Facility Agent is not obliged to disclose to any person any confidential information supplied to it by or on behalf of the Owner or the Bareboat Charterer
solely for the purpose of evaluating whether any waiver or amendment is required in respect of any term of the Finance Documents.
(a) Without limiting the liability of the Owner or the Bareboat Charterer under the Finance Documents, each Lender shall indemnify the Facility Agent for that
Lender's Pro Rata Share of any loss or liability incurred by the Facility Agent in acting as the Facility Agent (including without limitation any costs associated
with effecting, maintaining or renewing any insurances in accordance with and subject to Clause 17.4 (Power of Facility Agent to insure) and acting in
accordance with the instructions of the Majority Lenders in accordance with Clause 20.6 (Majority Lenders' instructions)) unless the Facility Agent has been

107

reimbursed by the Owner under a Finance Document, except to the extent that the loss or liability is caused by the Facility Agent's gross negligence or wilful
misconduct.




That Party will be regarded as having received the amount so deducted.

20.12 Compliance

Each Administrative Party may refrain from doing anything (including disclosing any information) which might, in its opinion, constitute a breach of any law or
regulation or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any law or
regulation.

20.13 Resignation of the Facility Agent










(b) If a Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may after giving notice to that Party:
(i) deduct from any amount received by it for that Party any amount due to the Facility Agent from that Party under a Finance Document but unpaid; and
(ii) apply that amount in or towards satisfaction of the owed amount.
(a) The Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving 30 days' notice to the other Finance Parties and the
Owner.
(b) Alternatively the Facility Agent may resign by giving written notice to the Finance Parties and the Owner, in which case the Majority Lenders may appoint a
successor Facility Agent.
(c) If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may
appoint a successor Facility Agent.
(d) The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent
(i) notifies all the Parties that it accepts its appointment and (ii) confirms that it is satisfied that the rights under the Security Documents and the DPP have been
assigned or transferred to it. On giving the notification and confirmation, the successor Facility Agent will succeed to the position of the Facility Agent and the
term Facility Agent will mean the successor Facility Agent.
(e) The retiring Facility Agent must, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the
successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.
(f) Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in
connection with the Finance Documents while it was the Facility Agent, and, subject to paragraph (e) above, it will have no further obligations in its capacity
as Facility Agent under any Finance Document.
(g) The Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above.

108


20.14 Relationship with Lenders




20.15 Notice period

Where this Agreement specifies a minimum period of notice to be given to the Facility Agent, the Facility Agent may, at its discretion, accept a shorter notice period.

21. EVIDENCE AND CALCULATIONS

21.1 Accounts

Accounts maintained by the Facility Agent in connection with this Agreement are conclusive (save for manifest error) evidence of the matters to which they relate for
the purpose of any litigation or arbitration proceedings.

21.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive evidence of
the matters to which it relates.

21.3 Calculations

Any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of Clause 7.1(d) being the actual number of days elapsed and a
year of 360 days or otherwise, depending on what the Facility Agent determines is market practice.

22. FEES

22.1 Commitment fee





(h) Any successor Facility Agent will be located or have a branch in London, Luxembourg or New York and the Facility Agent or, as the case may be, the
Mandated Lead Arranger will consult with the Owner in relation to the identity of such successor Facility Agent.
(a) The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) unless it
has received not less than five Business Days prior notice in writing from that Lender to the contrary.
(b) The Facility Agent may at any time, and must if requested to do so by the Majority Lenders, convene a meeting of the Lenders.
(c) The Facility Agent must keep a record of all the Parties and supply any other Party with a copy of the record on request. The record will include each Lender's
Facility Office(s) and contact details for the purposes of this Agreement.
(a) The Owner shall pay to the Facility Agent for the account of each Lender a fee calculated at the rate of sixty basis points (60bps) per annum on the undrawn,
uncancelled amount of the Maximum Facility Amount at such time.
(b) The accrued commitment fee is payable to the Facility Agent quarterly in arrear on the last day of each Term, the first payment to be paid on the last day of the
first Term. Accrued

109

commitment fee is also payable to the Facility Agent for a Lender on the date that Lender's Commitment is cancelled or drawn in full.

22.2 Agency and Security Trustee fee

The Owner must pay to the Administrative Parties for their respective own account an agency and security trustee fee in the amount and manner agreed in the Fee Letter
between the Administrative Parties and the Owner.

22.3 Refund of fees

The fees referred to in this Clause 22 shall not be refunded under any circumstances whatsoever once they have been paid.

23. INDEMNITIES AND BREAK COSTS

23.1 Currency indemnity





23.2 Other indemnities








(a) The Owner shall, as an independent obligation, indemnify each Secured Party against any cost, loss or liability which that Secured Party or any of its Affiliates
incurs as a consequence of:

(i) the Secured Party receiving an amount in respect of the Owner's liability under the Finance Documents; or
(ii) that liability being converted into a claim, proof, judgment or order, in a currency other than the currency in which the amount is expressed to be
payable under the relevant Finance Document.
(b) Unless otherwise required by law, the Owner waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency
other than that in which it is expressed to be payable.
(a) The Owner shall, as an independent obligation, indemnify each Secured Party and any Affiliate against any cost, loss or liability which that Secured Party or
any of its Affiliates incurs as a consequence of:
(i) the occurrence of any Event of Default;
(ii) any failure by the Owner to pay any amount due under a Finance Document on its due date including any resulting from any distribution or
redistribution of any amount among the Lenders under this Agreement;
(iii) (other than by reason of gross negligence or default by that Finance Party) a Loan not being made after a Request has been delivered for that Loan; or
(iv) a Loan (or part of a Loan) not being prepaid in accordance with this Agreement.

110

The liability of the Owner in each case includes any cost, loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under
any Finance Document.











(b) The Owner must indemnify against any cost, loss or liability incurred by any Administrative Party as a result of:
(i) investigating any event which that Administrative Party reasonably believes is a Default; or
(ii) acting or relying on any notice which that Administrative Party reasonably believes to be genuine, correct and appropriately authorised, (and any such
Administrative Party with such a belief must promptly notify the Facility Agent of the same).
(c) The Owner must promptly pay and discharge, or cause to be paid or discharged, upon the same becoming payable (and shall, if requested by a Secured Party,
produce to that Secured Party evidence of the payment and discharge thereof) and indemnify on demand and keep indemnified each Secured Party and its
Affiliates on a full indemnity basis against a claim against it by, or a liability to, a third party including, without limitation, in relation to any Taxes (other than
any Taxes levied or assessed on net income, profits or gains) or any other Losses which relate to or arise out of or are in any way connected to:
(i) the condition, testing, delivery, design, leasing, chartering, sub-chartering, sub-sub-chartering, construction, manufacture, purchase, acquisition,
bailment, fitting out, sale, importation to or exportation from any country, registration, ownership, possession, management, control, inspection,
surveying, engineering, contracting, installation, manning, provisioning, the provision of bunkers and lubricating oils, dry docking, use, operation,
maintenance, repair, service, modification, overhaul, replacement, removal, performance, transportation, flag, navigation, certification, classification,
nature, description, acceptance, insurance, refurbishment, conversion, change, alteration or laying-up of the Vessel or any part thereof or otherwise in
connection with the Vessel including, without prejudice to the generality of the foregoing, any Losses arising from any pollution or other
environmental damage caused by or emanating from the Vessel or caused by the Vessel becoming a wreck or an obstruction to navigation whether or
not the Vessel (or any part thereof) is in possession or control of the Owner or the Manager or any other person and wherever the location;
(ii) any repossession, return, redelivery, storage, maintenance, protection, attempted sale, sale or other disposition of the Vessel following the termination
of the chartering of the Vessel which, if carried out by the Facility Agent, Security Trustee or the Lenders, is carried out in accordance with the terms
of the Finance Documents;
(iii) the complete or partial removal, decommissioning, disposal, making safe, destruction, abandonment or loss of the Vessel including any matter which
the Vessel contains or has at any time contained;
(iv) any damage or loss to the Vessel irrespective of how caused;

111




23.3 Exclusions from Indemnities

The indemnities contained in this Clause 23 shall not extend to any claim or liability of a Secured Party or its Affiliates to the extent that such claim or liability:





23.4 Break Costs








(v) any Environmental Claim or any actual or alleged breach, contravention or violation of any Environmental Laws or Environmental Approvals in any
way relating to the Vessel or the activities of any Environmental Affiliates;
(vi) any design, article or material of the Vessel or relating thereto giving rise to any infringement (or alleged infringement) of any patent or other
intellectual property rights; or
(vii) the occupation, arrest, confiscation, requisition, theft, registration, compulsory acquisition, restraint of the Vessel or prevention thereof, seizure, taking
in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel (including, without limitation, by the provision
of or by procuring a guarantee, bond, cash deposit or other like security).
(a) arises from an act or omission on the part of that Secured Party or, as the case may be Affiliate which constitutes fraud, wilful misconduct or gross negligence
on the part of such Secured Party or, as the case may be, Affiliate;
(b) is caused by any failure on the part of that Secured Party to comply with any of its express obligations under any of the Finance Documents to which that
Secured Party is a party (but excluding any such breach or failure that arises as a result of the failure of a party to such Finance Document (other than that
Secured Party) duly and punctually to perform its express obligations);
(c) is one in respect of which that Secured Party or, as the case may be, Affiliate, is expressly and specifically indemnified and has received and is entitled to retain
such indemnity under any other provision of the Finance Documents; or
(d) is a cost or expense expressly borne by the Secured Parties under any Finance Document.
(a) The Owner must pay to each Lender or, as the case may be, each Swap Bank, its Break Costs in accordance with this Agreement.
(b) Break Costs are, subject to paragraphs (c) and (d), the amount (if any) determined by the relevant Lender by which:
(i) the interest which that Lender would have received for the period from the date of receipt of payment of any part of its share in a Loan or an overdue
amount to the last day of the applicable Term for that Loan or overdue amount if the principal or overdue amount received had been paid on the last
day of that Term;
exceeds
(ii) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or overdue amount received by it on
deposit with a leading

112

bank in the London interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Term.



exceeds


For the purposes of this paragraph (c), Prepayment Swap Rate means the rate quoted on The Bloomberg Screen IRSB US page for a period starting on the Business
Day following receipt of the Eksportfinans Loan or that Eksportfinans Lender's relevant part thereof and ending on the Final Maturity Date (such amount to be
calculated to take into account all of the Repayment Dates to and including the Final Maturity Date.



24. EXPENSES

24.1 Initial costs

The Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees, Technical Adviser's fees, insurance, environmental and Tax
consultants' fees) incurred by it in connection with the negotiation, syndication (including any assignment or transfer of participation in any Loan or Commitment to a
new lender for the purposes of syndication or otherwise), negotiation, preparation, printing, entry into, perfection and preservation of the Finance Documents and
matters incidental thereto.

24.2 Subsequent costs

The Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with:



(c) In respect of an Eksportfinans Lender, Break Costs means the amount (if any) determined by that Eksportfinans Lender by which:
(i) the net present value of the interest which the Eksportfinans Lender should have received by applying the Eksportfinans CIRR on the Eksportfinans
Loan for the period starting on the date of receipt of the Eksportfinans Loan or its relevant part thereof to (and including) the Final Maturity Date
(such amount to be calculated to take into account all of the Repayment Dates in accordance with the Repayment Schedule, as if the Eksportfinans
Loan or its relevant part thereof had been repaid on all of the scheduled Instalment Repayment Dates to and including the Final Maturity Date),
(ii) the net present value of the amount that Eksportfinans Lender would be able to obtain by placing an amount equal to the Eksportfinans Loan or its
relevant part thereof at the Prepayment Swap Rate for the period starting on the Business Day Following receipt of the Eksportfinans Loan or its
relevant part thereof to (and including) the Final Maturity Date and following the Repayment Schedule.
(d) In respect of a Swap Bank and a Swap Agreement, Break Costs are the amount (if any) determined by the relevant Swap Bank as being an amount equal to
any Swap Termination Payment for that Swap Agreement.
(e) Each Lender or, as the case may be, each Swap Bank must supply to the Owner a certificate showing the calculations in reasonable detail confirming the
amount of any Break Costs claimed by it under this Clause.

113

(a) the negotiation, preparation, printing and entry into of any Finance Document executed after the date of this Agreement;

(b) any amendment, waiver or consent requested by or on behalf of the Owner, or the Bareboat Charterer prior to the end of the Bareboat Charter Period, or
specifically allowed by this Agreement; and

(c) the provision by the Technical Adviser of all reports, confirmations and advice provided by it to the Finance Parties during the Pre-Delivery Period and on the
Final Completion Date.

24.3 Enforcement costs

Following an Event of Default, the Owner must pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with
the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, any Finance Document.

25. WAIVER OF CONSEQUENTIAL DAMAGES

In no event shall any Secured Party be liable on any basis of liability for any special, indirect, consequential or punitive damages and the Owner hereby waives, releases
and agrees (for itself and on behalf of its Holding Companies) not to sue upon any such claim for any such damages, unless caused by the fraud, gross negligence or
wilful default of the relevant Secured Party in performance of any of its obligations under this Agreement or any of the Finance Documents.

26. AMENDMENTS AND WAIVERS

26.1 Procedure




26.2 Exceptions






(a) Except as provided in this Clause 26, no term of the Finance Documents may be amended or waived without the agreement of the Owner and the Facility
Agent. The Facility Agent (acting on the instructions of the Majority Lenders, or otherwise in accordance with the relevant Finance Documents) may effect, on
behalf of any Finance Party, an amendment or waiver allowed under this Clause.
(b) The Facility Agent must promptly notify the other Parties and each Swap Bank of any amendment or waiver effected by it under paragraph (a) above. Any
such amendment or waiver is binding on all the Parties.
(c) The Owner shall not be concerned or have any responsibility to ensure that the Facility Agent has received any necessary authorisation or consent from the
Lenders, and may rely on the agreement of the Facility Agent above.
(a) An amendment or waiver which relates to:
(i) the definition of Majority Lenders in Clause 1.1 (Definitions);
(ii) an extension of the date of payment of any amount to a Lender under the Finance Documents;

114












may only be made with the consent of all the Lenders. An amendment or waiver which relates to the rights and/or obligations of an Administrative Party may only be
made with the consent of that Administrative Party.





26.3 Change of currency

If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of
a country), the Finance Documents will be amended to the extent the Facility Agent (acting reasonably and on the instructions of the Majority Lenders and after
consultation with the Owner) determines is necessary to reflect the change.



(iii) a reduction in the amount of any payment of principal, interest, fee or other amount payable to a Lender under the Finance Documents;
(iv) an increase in, or an extension of, a Commitment or the Total Commitments;
(v) a release of the Owner other than in accordance with the terms of this Agreement;
(vi) a release of any Security Document other than in accordance with the terms of this Agreement;
(vii) a term of a Finance Document which expressly requires the consent of each Lender;
(viii) the right of a Lender to assign or transfer its rights or obligations under the Finance Documents;
(ix) the ranking or subordination provided for in the DPP;
(x) any assignment or transfer by the Owner pursuant to Clause 27.1 (Assignments and
transfers by the Owner);
(xi) Clause 2.4 (Nature of a Finance Party's rights and obligations); or
(xii) this Clause,
(b) An amendment or waiver which relates to a reduction in the Applicable Margin in respect of the Eksportfinans Loans during the Pre-Completion Period or the
Post-Completion Eksportfinans Interest Rate may only be made with the consent of all the Eksportfinans Lenders and the Owner.
(c) An amendment or waiver which relates to a reduction in LIBOR or the Applicable Margin in respect of the KEXIM Loans may only be made with the consent
of all the KEXIM Lenders and the Owner.
(d) An amendment or waiver which relates to a reduction in the Applicable Margin in respect of the Commercial Loans may only be made with the consent of all
the Commercial Lenders and the Owner.
(e) A Fee Letter may be amended or waived with the agreement of each Administrative Party or, as the case may be, Mandated Lead Arranger that is party to that
Fee Letter and the Owner.

115

The rights of each Secured Party under the Finance Documents:




Delay in exercising or non-exercise of any right is not a waiver of that right.

27. CHANGES TO THE PARTIES

27.1 Assignments and transfers by the Owner

The Owner may not assign or transfer any its rights and obligations under the Finance Documents without the prior consent of the Facility Agent (acting on the
instructions of all of the Lenders).

27.2 Assignments and transfers by Lenders











(a) may be exercised as often as necessary;
(b) are cumulative and not exclusive of its rights under the general law; and
(c) may be waived only in writing and specifically.
(a) Subject to Clause 27.5 but without further cost to the Owner, a Lender (the Existing Lender ) may at any time assign or transfer (including by way of
novation) any of its rights and obligations under this Agreement to any other bank or other financial institution or other entity which is regularly engaged in or
established for the purpose of making, issuing, purchasing or investing in loans, securities and other financial assets (the New Lender ).
(b) Any Eksportfinans Lender may at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to GIEK.
(c) The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Facility
Agent must promptly notify the Existing Lender and the New Lender if there are any such requirements.
(d) A transfer of obligations will be effective only if the obligations are novated in accordance with the following provisions of this Clause 27.
(e) On the transfer becoming effective in this manner, the relevant Lender will be released from its obligations under this Agreement to the extent that they are
transferred to the New Lender.
(f) Any reference in the Finance Documents to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the
Finance Documents.
(g) The New Lender shall pay a transfer fee of US$5,000 to the Facility Agent immediately following any transfer under and in accordance with the provisions of
this Clause 27.
(h) Each Lender agrees not to effect any assignment or transfer under this Clause 27 without simultaneously effecting a pro rata assignment or transfer of its
equivalent rights and/or obligations under the Sister Loan Agreement.

116

27.3 Procedure for transfer by way of novations


Transfer Date means, for a Transfer Certificate, the later of:











27.4 Limitation of responsibility of Existing Lender










(a) In this Clause 27.3:
(i) the proposed Transfer Date specified in that Transfer Certificate; and
(ii) the date on which the Facility Agent executes that Transfer Certificate.
(b) A novation is effected if:
(i) the Existing Lender and the New Lender deliver to the Facility Agent a duly completed Transfer Certificate; and
(ii) the Facility Agent executes it.
(c) On the Transfer Date:
(i) the New Lender will assume the rights and obligations of the Existing Lender expressed to be the subject of the novation in the Transfer Certificate in
substitution for the Lender; and
(ii) the Existing Lender will be released from those obligations and cease to have those rights.
(d) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate
on its behalf.
(e) The Facility Agent must, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Owner a copy of that Transfer Certificate.
(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the financial condition of the Owner or any other Project Party; or
(ii) the legality, validity, effectiveness, completeness, accuracy, adequacy, enforceability or performance of:
(A) any Finance Document or any other document;
(B) any statement or information (whether written or oral) made in or supplied in connection with any Finance Document; or
(C) any observance by the Owner or Ocean Rig of its obligations under any Finance Document or any other documents, and any representations
or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender that it:

117






27.5 Costs resulting from change of Lender or Facility Office

If:



then, unless the assignment, transfer or change is made by a Lender to mitigate any circumstances giving rise to a Tax Payment, Increased Cost or a right to be prepaid
and/or cancelled by reason of illegality, the Owner need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if no
assignment, transfer or change had occurred.

27.6 Changes to the Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent must (in consultation with
the Owner) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank in consultation with the Owner.

28. DISCLOSURE OF INFORMATION








(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including
the financial condition and affairs of the Owner and its related entities, or any other Project Party and the nature and extent of any recourse against any
Party or any other Project Party or its or their assets) in connection with its participation in this Agreement; and
(ii) has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.
(c) Nothing in any Finance Document requires an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by the Owner of its obligations under any Finance Document or
otherwise.
(a) a Lender assigns or transfers any of its rights and obligations under the Finance Documents or changes its Facility Office; and
(b) as a result of circumstances existing at the date of the assignment, transfer or change occurs, the Owner would be obliged to pay a Tax Payment or an Increased
Cost,
(a) Each Finance Party must keep confidential any information supplied to it by or on behalf of the Owner in connection with the Finance Documents. However, a
Finance Party is entitled to disclose information:
(i) which is publicly available, other than as a result of a breach by that Finance Party of this Clause 28;
(ii) in connection with any legal or arbitration proceedings;
(iii) if required to do so under any Applicable Law;
(iv) to a governmental, banking, taxation or other regulatory authority;

118







However, before a participant may receive any confidential information, it must agree with the relevant Finance Party (for the benefit of each Finance Party and the
Owner) to keep that information confidential on the terms of paragraph (a) above.


29. SET-OFF

A Finance Party may set off any matured obligation owed to it by the Owner under the Finance Documents against any obligation (whether or not matured) owed by
that Finance Party to the Owner, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, that
Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

30. PRO RATA SHARING

30.1 Redistribution

If any amount owing by the Owner under this Agreement to a Finance Party (the recovering Finance Party ) is discharged by payment, set-off or any other manner
other than through the Facility Agent under this Agreement (a recovery ), then:




30.2 Effect of redistribution




(v) to its professional advisers;
(vi) to the extent allowed under paragraph (b) below; or
(vii) with the agreement of the Owner.
(b) A Finance Party may disclose to an Affiliate or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement
in relation to this Agreement (a participant ):
(i) a copy of any Finance Document; and
(ii) any information which that Finance Party has acquired under or in connection with any Finance Document.
(c) This Clause 28 supersedes any previous confidentiality undertaking given by a Finance Party in connection with this Agreement prior to it becoming a Party.
(a) the recovering Finance Party must, within three Business Days, supply details of the recovery to the Facility Agent;
(b) the Facility Agent must calculate whether the recovery is in excess of the amount which the recovering Finance Party would have received if the recovery had
been received by the Facility Agent under this Agreement; and
(c) the recovering Finance Party must pay to the Facility Agent an amount equal to such excess (the redistribution ).
(a) The Facility Agent must treat a redistribution as if it were a payment by the Owner under this Agreement and distribute it among the Finance Parties, other
than the recovering Finance Party, accordingly.

119






30.3 Exceptions

Notwithstanding any other term of this Clause 30, a recovering Finance Party need not pay a redistribution to the extent that:





31. SEVERABILITY

If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect:



32. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of the
Finance Document.



(b) When the Facility Agent makes a distribution under paragraph (a) above, the recovering Finance Party will be subrogated to the rights of the Lenders which
have shared in that redistribution.
(c) If and to the extent that the recovering Finance Party is not able to rely on any rights of subrogation under paragraph (b) above, the Owner will owe the
recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged.
(d) If:
(i) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to the Owner; and
(ii) the recovering Finance Party has paid a redistribution in relation to that recovery, Each Finance Party must reimburse the recovering Finance Party all
or the appropriate portion of the redistribution paid to that Finance Party, together with interest for the period while it held the re-distribution. In this
event, the subrogation in paragraph (b) above will operate in reverse to the extent of the reimbursement.
(a) it would not, after the payment, have a valid claim against the Owner in the amount of the redistribution; or
(b) it would be sharing with another Lender any amount which the recovering Finance Party has received or recovered as a result of legal or arbitration
proceedings, where:
(i) the recovering Finance Party notified the Facility Agent of those proceedings; and
(ii) the other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration
proceedings as soon as reasonably practicable after receiving notice of them.
(a) the legality, validity or enforceability in that jurisdiction of any other term of the Finance Documents; or
(b) the legality, validity or enforceability in other jurisdictions of that or any other term of the Finance Documents.

120

33. NOTICES

33.1 In writing




(b) For the purpose of the Finance Documents, an electronic communication will be treated as being in writing.


33.2 Contact details



Address: c/o Ocean Rig UDW Inc.
10 Skopa St.
Tribune House PC. 1075, Nicosia Cyprus

Fax number: +357 22 76 75 15
Attention: Mr Savvas D Georghiades


Address: 2, Boulevard Konrad Adenauer
L- 1115 Luxembourg

Fax number: +352 421 22659/552
E-mail: banu.ozkutan@db.com / franz-josef.ewerhardy@db.com
Attention: Banu Ozkutan /
Franz-Josef Ewerhardy, International Loans and Agency Services


Address: c/o Deutsche Bank Luxembourg S.A.
2, Boulevard Konrad Adenauer L- 1115 Luxembourg

Fax number: +352 421 22659/552



(a) Any communication in connection with a Finance Document must be in writing and, unless otherwise stated, may be given:
(i) in person, by post or fax; or
(ii) to the extent agreed by the Parties making and receiving the communication, by e-mail or other electronic communication.
(c) Unless it is agreed to the contrary, any consent or agreement required under a Finance Document must be given in writing.
(a) Except as provided below, the contact details of each Party for all communications in connection with the Finance Documents are those notified by that Party
for this purpose to the Facility Agent on or before the date it becomes a Party.
(b) The contact details of the Owner for this purpose are:
(c) The contact details of the Facility Agent for this purpose are:
(d) The contact details of the Security Trustee for this purpose are:

121

E-mail: banu.ozkutan@db.com / franz-josef.ewerhardy@db.com
Attention: Banu Ozkutan /
Franz-Josef Ewerhardy, International Loans and Agency Services



33.3 Effectiveness







33.4 The Owner

All communications under the Finance Documents to or from the Owner must be sent through the Facility Agent.

33.5 Entire Agreement

This Agreement and the other Finance Documents entered into pursuant to this Agreement contain the whole agreement between the parties relating to the transactions
contemplated by this Agreement and supersede all previous agreements between the parties relating to such transactions.

34. LANGUAGE







(e) A Party may change its contact details by giving five Business Days' notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.
(f) Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that
department or officer.
(a) Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:
(i) if delivered in person, at the time of delivery;
(ii) if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; and
(iii) if by fax, when received in legible form.
(b) A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed to be
given on the next working day in that place.
(c) A communication to the Facility Agent will only be effective on actual receipt by it.
(a) Any notice given in connection with a Finance Document must be in English.
(b) Any other document provided in connection with a Finance Document must be:
(i) in English; or
(ii) (unless the Facility Agent otherwise agrees) accompanied by a certified English translation. In this case, the English translation prevails unless the
document is a statutory or other official document.

122

35. GOVERNING LAW

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

36. ENFORCEMENT

36.1 Jurisdiction







36.2 Service of process





36.3 Waiver of immunity

The Owner irrevocably and unconditionally:



(a) The English courts have jurisdiction to settle any dispute in connection with any Finance Document or any non-contractual obligations in connection with
them, and the parties irrevocably submit to the jurisdiction of the Courts of England and Wales, including in connection with any dispute relating to any non-
contractual obligations arising out of or in connection with any Finance Document.
(b) The English courts are the most appropriate and convenient courts to settle any such dispute in connection with any Finance Document. The Owner agrees not
to argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with
any Finance Document.
(c) This Clause 36 is for the benefit of the Lenders and the Administrative Parties only. To the extent allowed by law, the Lenders and the Administrative Parties
may take:
(i) proceedings in any other court; and
(ii) concurrent proceedings in any number of jurisdictions.
(d) References in this Clause to a dispute in connection with a Finance Document include any dispute as to the existence, validity or termination of that Finance
Document.
(a) The Owner irrevocably appoints Ince Process Agents Ltd of International House, 5th Floor, 1st Katherine's Way, London, E1W 1AY (attn: Mr. Michael
Volikas) as its agent under the Finance Documents for service of process in any proceedings before the English courts in connection with any Finance
Document.
(b) If any person appointed as process agent under this Clause is unable for any reason to act as agent for service of process, the Owner must forthwith (and in any
event within five (5) days of the event taking place) appoint another agent on terms acceptable to the Facility Agent (acting reasonably). Failing this, the
Facility Agent may appoint another process agent for this purpose.
(c) The Owner agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
(d) This Clause 36 does not affect any other method of service allowed by law.

123




THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.



(a) agrees not to claim any immunity from proceedings brought by a Finance Party against it in relation to a Finance Document and to ensure that no such claim is
made on its behalf;
(b) consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and
(c) waives all rights of immunity in respect of it or its assets.

124

SCHEDULE 1

ORIGINAL LENDERS






Commitments

Eksportfinans
Name of Original Lender Commitments (US$)
KEXIM
Commitments (US$)
Commercial
Commitments (US$)

Eksportfinans Lenders:

Eksportfinans ASA 25,000,000
KEXIM Lenders

Export - Import Bank of Korea 150,000,000

Deutsche Bank AG, London Branch 12,500,000

Commercial Lenders:

Deutsche Bank AG, London Branch

DVB Bank N.V., Nordic Branch 25,000,000

30,000,000

Helaba Landesbank Hessen- Thuringen Girozentrale,
New York Branch
27,500,000

125

SCHEDULE 2

CONDITIONS PRECEDENT PART 1 INCIDENTAL COSTS LOAN
















1. An up to date certificate of goodstanding of the Owner, the Parent and the Parent Shareholder dated no more than two Business Days prior to the first Utilisation Date
and a certified copy of the certificate of incorporation and constitutional documents of each.
2. A certified copy of a resolution of the board of directors of the Owner, the Parent and the Parent Shareholder:
(a) approving the terms of, and the transactions contemplated by, each Finance Document to which it is a party and resolving that it executes each such Finance
Document then to be executed;
(b) authorising a specified person or persons to execute each Finance Document on its behalf to which it is a party, then to be executed; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in
connection with each Finance Document then to be executed.
3. A specimen of the signature of each person authorised by the resolutions referred to in 2 above.
4. An original of each of the following documents, notarised, legalised and/or apostilled as necessary, duly executed by the parties to it:
(a) each Finance Document (save for those Finance Documents listed in paragraph 8 of Part 2 of this Schedule, paragraph 9 of Part 3 of this Schedule and in
paragraphs 2 and 13 of Part 5 of this Schedule) including each Swap Agreement.
(b) each Sister Finance Document (save for those Sister Finance Documents listed in paragraph 8 of schedule 2, part 2 of the Sister Loan Agreement, paragraph 9
of schedule 2, part 3 of the Sister Loan Agreement and paragraphs 2 and 13 of schedule 2, part 5 of the Sister Loan Agreement);
(c) the GIEK Guarantee issued in favour of the Eksportfinans Lenders; and
(d) any mandate or similar document, to be entered into by the Owner with the Account Bank.
5. A certified copy of each Related Contract (other than any Drilling Charter, Charterer Parent Guarantee, the Management Agreement and Obligatory Insurances).
6. Duly executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within five (5) Business Days) of
all notices of assignment required to be served under each Security Document and duly executed originals (or, if originals are not available, fax/pdf copies with
originals to follow as soon as possible and in any event within one (1) month) of the acknowledgements thereof (but not including the notices and acknowledgements to

126

be served under the Charter Assignment or the Delivery General Assignment), notarised, legalised and/or apostilled, as required.

















7. A letter from Ince Process Agents Ltd., agreeing to its appointment as process agent for the Owner under the Finance Documents.
8. A legal opinion of Allen & Overy LLP, London, English legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.
9. A legal opinion of Woo, Yun, Kang, Jeong Han, Korean legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.
10. A legal opinion of Seward & Kissel LLP, Marshall Islands legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.
11. A legal opinion of Pologiorgis, Babalis, Panselinos, Troullinos, Mavrou Law Offices, Greek legal advisers to the Lenders, addressed to the Facility Agent as agent for
and on behalf of itself and the Lenders.
12. Evidence that all fees (including all fees payable on or at the first Utilisation Date under the Fee Letters and legal costs) and reasonable out-of-pocket expenses then due
and payable from the Owner under the Finance Documents have been or will be paid by the first Utilisation Date or other drawdown as part of the Incidental Costs
Loan.
13. Evidence that each Account has been opened in accordance with the Finance Documents.
14. Detailed construction, operating and maintenance cost budget, the total Vessel capex plan including the construction schedule, and pro-forma financial projections
prepared by the Owner with respect to the project the subject of the Related Contracts in form and substance satisfactory to the Lenders.
15. Opinion and report by Marsh that all Construction Insurances are in acceptable form and amount and placed with acceptable underwriters, and such opinion, report and
insurance is acceptable to the Facility Agent.
16. Confirmation from the Builder that the Owner has paid it in aggregate an amount equal to at least the Initial Equity Contribution and confirmation from the Account
Bank or, as the case may be, the Equity Account Bank that the Owner has paid:
(a) any Balancing Equity Contribution into the Proceeds Account; and
(b) the Equity Collateral to be paid under the terms of this Agreement on or by the Incidental Costs Loan Utilisation Date into the Equity Account.
17. Evidence that all Transaction Authorisations required by the Owner to perform its obligations under the Transaction Documents have been obtained or will, at the
appropriate time, be obtained.
18. Certificate from the Owner confirming that there are no material disputes with the Builder and confirmation from the same that there have been no amendments or
variations to the Shipbuilding Contract or the Other Shipbuilding Contract other than amendments disclosed and agreed in writing prior to the date hereof or permitted
under the terms of this Agreement.

127










In this Schedule 1 "certified copy" means a copy certified by an officer of the Owner as being true, complete and up to date.



19. Confirmation from the Lenders that they have satisfied their "know your customer" requirements in respect of the relevant parties to the Transaction Documents.
20. A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Incidental Costs Loan Utilisation Date.
21. Original Share Certificates of each of the Owner, the Parent and the Parent Shareholder in relation to the Share Charge.
22. Executed blank share transfer forms in relation to the Share Charge.
23. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
24. A legal opinion of Allen & Overy LLP, English legal advisers to GIEK, addressed to Eksportfinans and concerning certain provisions of the GIEK Guarantee.
25. Completion of each Lender's legal, technical, environmental, financial, tax and insurance due diligence with regard to the project, including, among others, review of all
Related Contracts and receipt of appropriate internal credit approvals by such Lender.
26. Receipt by the Kexim Lenders of the Kexim Guarantee and evidence that any special conditions required by Kexim in connection with the Facility have been met.
27. A duly signed syndication letter between GIEK, Deutsche Bank AG, London Branch and Dexia Credit Local, New York Branch.

128

PART 2

INSTALMENT LOAN 1















1. Refresh certificates, update report or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in
Part 1 of this Schedule at paragraphs 1, 2, 3, 17 and 18.
2. Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14.
3. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution; and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B) in respect of the Instalment Loan 1.
4. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 1 Utilisation Date.
5. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
6. Evidence from the Equity Account Bank that the sum of U.S.$90,000,000 has been placed in the Equity Account in accordance with Clause 12.2(a)(iii)(B).
7. A certified copy of the Management Agreement.
8. An original of the Management Agreement Assignment, notarised, legalised and/or apostillised as necessary, duly executed by the parties to it together with duly
executed originals (or, if originals are not available, fax/pdf copies with originals to follow as soon as possible and in any event within five (5) Business Days) of the
notice of assignment to the Manager and a duly executed original (or, if originals are not available, fax/pdf copies with originals to follows as soon as possible and in
any event within one (1) month) of the acknowledgement from the Manager, notarised, legalised and/or apostillised, as required.
9. A legal opinion of Simonsen Advokatfirma, Norwegian legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.
10. A legal opinion of Allen & Overy LLP, London, English legal advisers to the Lenders, addressed to the Facility Agent as agent for and on behalf of itself and the
Lenders.

129

PART 2

INSTALMENT LOAN 1














1. Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this
Schedule at paragraphs 1, 2, 3, 17 and 18.
2. Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14, and certificate from the Classification Society verifying that
the construction milestones for the Instalment Loan 2 Utilisation Date specified under Clause 16.29 (Construction Milestones) has been met.
3. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution; and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Instalment Loan 2.
4. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
5. A certified copy of the Petrobras Charter duly executed.
6. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 2 Utilisation Date or, if the Instalment
Loan is to be used to refinance the Instalment, the invoice issued by the Builder in relation to the Instalment referred to in Article II paragraph 4(c) of the Shipbuilding
Contract together with evidence in writing that the Owner has paid the relevant Instalment to the Builder.
7. Evidence from the Equity Account Bank that the required Equity Collateral has been placed in the Equity Account in accordance with Clause 12.2(a)(iii)(C).
8. Evidence from the Account Bank that the amount of US$25,000,000 has been paid into the Debt Service Reserve Account in accordance with Clause 12.8(a).

130

PART 2

INSTALMENT LOAN 1











1. Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this
Schedule at paragraphs 1, 2, 3, 17 and 18.
2. Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 14 and a certificate from the Classification Society verifying that
the construction milestones for the Instalment Loan 3 Utilisation Date specified under Clause 16.29 (Construction Milestones) has been met.
3. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution; and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Instalment Loan 3.
4. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
5. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Instalment Loan 3 Utilisation Date or, if the Instalment
Loan is to be used to refinance the Instalment, the invoice issued by the Builder in relation to the Instalment referred to in Article II paragraph 4(d) of the Shipbuilding
Contract together with evidence in writing that the Owner has paid the relevant Instalment to the Builder.

131

PART 5

DELIVERY LOAN 1

















1. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Delivery Loan Utilisation Date.
2. Evidence that the requirements and obligations under Clause 16.35 (Petrobras Charter) have, in the opinion of the Facility Agent (acting on the instructions of all of the
Lenders), been satisfied.
3. Duly executed originals (other than any bareboat charter agreement, a certified copy of which shall be provided) of each of the documents required pursuant to Clause
16.35 (Petrobras Charter), notarised, legalised and/or apostilled as necessary.
4. A duly executed original of the Delivery General Assignment and the Mortgage.
5. A duly executed Power of Attorney and the Appointment of Judicial Representative in respect of the Mortgage.
6. A legal opinion from Allen & Overy LLP, London, English legal advisers to the Lenders, in respect of the Delivery General Assignment.
7. A legal opinion from Seward & Kissel, Marshall Islands legal adviser to the Lenders, in respect of the Delivery General Assignment and the Mortgage.
8. A legal opinion of Tanzanian counsel approved by the Facility Agent in relation to Petrobras Tanzania's due execution of the Petrobras Charter.
9. A transcript of the Marshall Islands Ship Registry showing that:
(a) the Mortgage has been duly recorded in the Marshall Islands and constitutes a first priority security interest over the Vessel and that all taxes and fees payable
to the Marshall Islands Registrar of Shipping in respect of the Vessel have been paid in full; and
(b) the Vessel is provisionally registered in the name of the Owner as a fully completed Marshall Islands ship free of all Security Interests other than Permitted
Liens.
10. Copies of such other documents and/or legal opinions which, based on legal advice received from the relevant advisers referred to in this Agreement and which are
reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document or any of the documents required
pursuant to Clause 16.35 (Petrobras Charter) being delivered on the Delivery Loan Utilisation Date.
11. A certified copy of:
(a) a final classification certificate from the Classification Society in respect of the Vessel showing the Vessel to be in class without recommendation, condition or
qualification (other than any immaterial recommendations, conditions or qualifications that are capable of rectification within 12 months or such shorter period
as is required by the Classification Society) or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable after the
Delivery Date;

132




















(b) a valid Interim Safety Management Certificate;
(c) a valid Document of Compliance; and
(d) a valid International Ship Security Certificate.
12. Confirmation acceptable to the Facility Agent (such acceptance not to be unreasonably withheld or delayed) that the Owner will accept the Vessel pursuant to the terms
of the Shipbuilding Contract and execute a protocol of delivery and acceptance.
13. A certified copy of the commercial invoice in respect of the Vessel.
14. A certified copy of the Builder's certificate in respect of the Vessel.
15. Duly executed and, where necessary, notarised, legalised and/or apostilled notices of assignment of the Obligatory Insurances in respect of the Vessel duly executed by
the Owner substantially in the form provided for in the Delivery General Assignment and all confirmations and acknowledgements required in accordance with the
terms of the Delivery General Assignment.
16. Confirmation from the Facility Agent of its satisfaction with a final insurance report prepared by Marsh, or such other insurance adviser appointed by the Facility Agent
and fax confirmations from each broker (if applicable), insurer and club concerned with the Obligatory Insurances that the insurances meet the requirements set out in
Clause 17.1 including the insurances referred to in Clause 17.1(e), will be effective from the actual delivery of the Vessel and are consistent with the requirements of the
Drilling Charter.
17. Duly executed letters of undertaking substantially in the form provided in the Delivery General Assignment from, inter alios, the approved brokers (if applicable),
insurer and club concerned with the Obligatory Insurances.
18. The Annual Budget of the Owner in agreed form and approved by the Lenders, for the year from the date of payment of the Delivery Loan falls.
19. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution required under Clause 12.2(a)(i); and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Delivery Loan.
20. A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Delivery Loan Utilisation Date.
21. Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this
Schedule at paragraphs 1, 2, 3, 19, 20 and 22.
22. Evidence that the Required DSRA Balance has been or will immediately after the drawing of the Delivery Loan be credited to the balance of the Debt Service Reserve
Account.
23. Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 22, and a technical memorandum issued by the Technical
Adviser covering the relevant

133



Workscope, to be achieved by the Delivery Loan Utilisation Date and confirming that the construction milestones specified under Clause 16.29 (Construction Milestones) has
been met.








24. Evidence that the Owner's equity in the Vessel is not less than 30% of the total Vessel Cost.
25. Evidence that the project the subject of the Related Contracts, has sufficient ongoing maintenance opex and working capital requirements, and evidence in the form of
reserves, if necessary, that the Owner will be able to meet these ongoing requirements.
26. Confirmation from the Owner and the Facility Agent (acting on behalf of each of the Lenders) of their satisfactory due diligence on the Charterer's and the Lenders'
withholding tax and the Owner's withholding tax and corporation tax exposure, if any.
27. Provision of a tax opinion from the Owner's tax advisers (which may be disclosed to the Finance Parties) in respect of potential withholding and income tax payable
under the Transaction Documents in form and substance satisfactory to each of the Finance Parties.
28. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a
replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.

134

PART 6

INCIDENTAL VESSEL COSTS LOAN







1. A copy of any and all invoices in respect of approved Incidental Vessel Costs payable by the Owner on or immediately following the proposed Utilisation Date for the
requested Incidental Vessel Costs Loan.
2. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution; and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the relevant Incidental Vessel Costs Loan.

135

SCHEDULE 3

FORM OF REQUEST

To: Deutsche Bank Luxembourg S.A. as Facility Agent

From: Drillship Kithira Owners Inc.

Date: [ ]

Credit Agreement dated [ ] 2008 (the Credit Agreement)



(a) Utilisation Date: [ ]

(b) Amount: US$[ ]

Incidental Costs Loan/Instalment Loan 1/Instalment Loan 2/Instalment Loan 3/Incidental Vessel Costs Loan/Delivery Loan
1


Amount payable to the Builder towards the Instalment under the Shipbuilding Contract: US$[ ]

+[Amount payable to the Debt Service Reserve Account: US$[Required DSRA Balance]

[Amount payable in respect of Incidental Vessel Costs as set out below (as supported by the relevant attached invoices):

[Amount payable in respect of Incidental Loan Costs as set out below:]

(c) Details of item: US$[ ]

(d) Details of item: US$[ ]]

Total drawdown: US$[ ]


[to include provisions that:



______________________
1Delete as

appropriate +

Delivery Loan only



1. We refer to the Credit Agreement. This is a Request. Terms defined in the Credit Agreement shall have the same meaning when used in this Request.
2. We wish to borrow a Loan from you as follows:
3. Our payment instructions are:
(a) amount of Loan in respect of Instalment payable under the Shipbuilding Contract to be payable to the Builder's account [set out account details];
(b) [Required DSRA Balance to be credited to the Debt Service Reserve Account;

136








By: DRILLSHIP KITHIRA OWNERS INC.




Authorised Signatory



(c) Incidental Loan Costs to be credited to the Facility Agent's nominated account; and
(d) Incidental Vessel Costs to be credited to [the Owner's: current account for forward payment to] the relevant payee account indicated in invoice]
4. We confirm that each condition precedent under the Credit Agreement which must be satisfied on the date of this Request is so satisfied and that the Repeating
Representation are true and correct with reference to the facts and circumstances now subsisting.
5. This Request is irrevocable.
6. If applicable, a copy of:
(a) [the relevant invoice from the Builder the final stage certificate signed by the Builder and us; and
(b) the relevant invoices in respect of the Incidental Vessel Costs, is attached to this Request.]

137

SCHEDULE 4
FORM OF TRANSFER CERTIFICATE

To: DRILLSHIP KITHIRA OWNERS INC.

From: [THE EXISTING LENDER] and [THE NEW LENDER]

Date: [ ]

Credit Agreement dated [ ] (the Credit Agreement)

We refer to Clause 27.3 (Procedure for transfer by way of novations) of the Credit Agreement. Terms defined in the Credit Agreement shall have the same meaning
when used in this Novation Certificate.







1. We [ ] (the Existing Lender ) and [ ] (the New Lender ) agree to the Existing Lender and the New Lender novating all the Existing
Lender's rights and obligations referred to in the Schedule in accordance with Clause 27.3 (Procedure for transfer by way of novations) of the Credit Agreement.
2. The specified date for the purposes of Clause 27.3(a) of the Credit Agreement is [date of novation],
3. The Facility Office and address for notices of the New Lender for the purposes of Clause 33.2 (Contact details) of the Credit Agreement are set out in the Schedule
attached to this Certificate.
4. This Novation Certificate is governed by English law.

138

THE SCHEDULE

Rights and obligations to be novated

[Choose either of the following options:]



[New Bank]

[Facility Office Address for notices]



The Transfer Date is confirmed by the Facility Agent as [ ].
[ ]

By:


(a) All of the rights and obligations of the Existing Lender in respect of the Facility - principal amount US$[ ].
(b) The principal amount of US$[ ] in respect of each of the Loans and all the rights and obligations attached to the same - total principal amount US$[ ].
[Existing Lender] [New Lender]

By: By:

Date: Date:

139

SCHEDULE 5 LOAN REPAYMENT SCHEDULE




Date Repayment
1. 30 March 2012 US$27,500,000
2. 28 September 2012 US$27,500,000
3. 28 March 2013 US$27,500,000
4. 30 September 2013 US$27,500,000
5. 31 March 2014 US$27,500,000
6. 30 September 2014 US$27,500,000
7. 31 March 2015 US$27,500,000
8. 30 September 2015 US$27,500,000
9. 31 March 2016 US$27,500,000
10. 30 September 2016 US$27,500,000
11. 31 March 2017 US$27,500,000
12. 29 September 2017 US$27,500,000
13. 29 March 2018 US$27,500,000
14. 29 September 2018 US$27,500,000
15. 29 March 2019 US$27,500,000
16. 30 September 2019 US$27,500,000
17. 31 March 2020 US$27,500,000
18. 30 September 2020 US$27,500,000

140

SCHEDULE 6 CALCULATION CERTIFICATE








Yours faithfully,



[Senior Officer]


To: Deutsche Bank Luxembourg S.A as Facility Agent

From: Drillship Kithira Owners Inc.

Drillship Kithira Owners Inc. Credit Agreement dated [ ] (the Credit Agreement)
1. Terms defined in the Credit Agreement have the same meaning in this Certificate.
2. We hereby certify that [no Default or Mandatory Termination Event has occurred and is continuing or is outstanding] [a Default/Mandatory Prepayment Event under
Clause [ ] of [ specify document ] is outstanding] and the following steps are being taken to remedy it [ ].
3. With respect to the Calculation Period ending on [insert Repayment Date] the Debt Service Ratio was [] calculated on the basis of the figures in the table below.
Relevant figures for Calculation Period US$
Gross Revenues received
Operating Expenses payable
Financing Costs accrued
Financing Principal payable
CAPEX payable

141

SCHEDULE 7

INCIDENTAL VESSEL COSTS





1. Costs and expenses under the Management Agreement incurred in the Pre-Completion Period in accordance with the Approved Budget attached as Appendix 12 up to
US$34,100,000.
2. Initial Debt Service Reserve Contribution up to US$25,000,000.

142

SCHEDULE 8

CALCULATION OF THE MANDATORY COST













where on the day of application of the formula, E is calculated by the Facility Agent as being the average of the rates of charge under the fees rules supplied by the
Reference Banks to the Facility Agent under paragraph (d) below and expressed in pounds per 1 million.







1. General
(a) The Mandatory Cost is to compensate a Lender for the cost of compliance with:
(i) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces any of its functions); or
(ii) the requirements of the European Central Bank.
(b) The Mandatory Cost is expressed as a percentage rate per annum.
(c) The Mandatory Cost is the weighted average (weighted in proportion to the percentage share of each Lender in the relevant Loan) of the rates for the Lenders calculated
by the Facility Agent in accordance with this Schedule on the first day of a Term (or as soon as possible after then).
(d) The Facility Agent must distribute each amount of Mandatory Cost among the Lenders on the basis of the rate for each Lender.
(e) Any determination by the Facility Agent pursuant to this Schedule will be, in the absence of manifest error, conclusive and binding on all the Parties.
2. For a Lender lending from a Facility Office in the U.K.
(a) The relevant rate for a Lender lending from a Facility Office in the U.K. is calculated in accordance with the following formula:
E x 0.01
0 ,

-----------% per annum
300
(b) For the purposes of this paragraph 2:
(i) fees rules means the then current rules on periodic fees in the Supervision Manual of the FSA Handbook or any other law or regulation as may then be in force
for the payment of fees for the acceptance of deposits;
(ii) fee tariffs means the fee tariffs specified in the fees rules under fee-block Category Al (Deposit acceptors) (ignoring any minimum fee or zero rated fee
required pursuant to the fees rules but applying any applicable discount rate); and
(iii) tariff base has the meaning given to it in, and will be calculated in accordance with, the fees rules.

143






Each Lender must promptly notify the Facility Agent of any change to the information supplied to it under this paragraph.















(c) Each rate calculated in accordance with the formula is, if necessary, rounded upward to four decimal places.
(d) If requested by the Facility Agent, each Reference Bank must, as soon as practicable after publication by the Financial Services Authority, supply to the Facility Agent
the rate of charge payable by that Reference Bank to the Financial Services Authority under the fees rules for that financial year of the Financial Services Authority
(calculated by that Reference Bank as being the average of the fee tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per 1
million of the tariff base of that Reference Bank.
(e) Each Lender must supply to the Facility Agent the information required by it to make a calculation of the rate for that Lender. In particular, each Lender must supply the
following information on or prior to the date on which it becomes a Lender:
(i) the jurisdiction of its Facility Office; and
(ii) any other information that the Facility Agent reasonably requires for that purpose.
(f) The rates of charge of each Reference Bank for the purpose of E above are determined by the Facility Agent based upon the information supplied to it under paragraphs
(d) and (e) above. Unless a Lender notifies the Facility Agent to the contrary, the Facility Agent may assume that the Lender's obligations in respect of cash ratio
deposits and special deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the U.K.
(g) The Facility Agent has no liability to any Party if its calculation over or under compensates any Lender. The Facility Agent is entitled to assume that the information
provided by any Lender or Reference Bank under this Schedule is true and correct in all respects.
3. For a Lender lending from a Facility Office in a Participating Member State
(a) The relevant rate for a Lender lending from a Facility Office in a Participating Member State is the percentage rate per annum notified by that Lender to the Facility
Agent. This percentage rate per annum must be certified by that Lender in its notice to the Facility Agent as its reasonable determination of the cost (expressed as a
percentage of that Lender's share in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in
respect of Loans made from that Facility Office.
(b) If a Lender fails to specify a rate under paragraph (a) above, the Facility Agent will assume that the Lender has not incurred any such cost.
4. Changes
(a) The Facility Agent may, after consultation with the Owner and the Lenders, determine and notify all the Parties of any amendment to this Schedule which is required to
reflect:
(i) any change in law or regulation; or
(ii) any requirement imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any successor authority).
(b) If the Facility Agent, after consultation with the Owner, determines that the Mandatory Cost for a Lender lending from a Facility Office in the U.K. can be calculated by
reference to a screen, the Facility Agent may notify all the Parties of any amendment to this Agreement which is required to reflect this.

144

APPENDIX 1

FORM OF CHARTER ASSIGNMENT




145

APPENDIX 2

APPROVED BUDGET




146

SIGNATORIES

FORM OF PETROBRAS CHARTER NOVATION AGREEMENT



147

APPENDIX 6

DRILLSHIP KITHIRA OWNERS INC. - CREDIT FACILITY AGREEMENT



Owner

Signed by as attorney for
DRILLSHIP KITHIRA OWNERS INC.
in the presence of:

Witness:







The Bookrunner and the Mandated Lead Arranger

By:

as authorised signatory for

DEUTSCHE BANK AG, LONDON BRANCH



148





The Lenders

By:

as authorised signatory for

DEUTSCHE BANK AG, LONDON BRANCH




By:

as attorney for

EKSPORTFINANS ASA





By:

as attorney for

THE EXPORT-IMPORT BANK OF KOREA


By:

as authorised signatory for

DVB BANK N.V., NORDIC BRANCH

149





By:

as authorised signatory for

HELABA LANDESBANK HESSEN-T^RINGEN GIROZENTRALE, NEW YORK BRANCH




The Swap Banks

By:

as authorised signatory for

DEUTSCHE BANK AG, LONDON BRANCH




The Facility Agent

By:

as attorney for

DEUTSCHE BANK LUXEMBOURG S.A.




The Security Trustee

By:

as attorney for

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT


150


Exhibit 4.33
EXECUTION VERSION











SPONSOR GUARANTEE

14 May 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 DEUTSCHLANDGESCH FT
as Security Trustee


















ALLEN & OVERY

Allen & Overy LLP






CONTENTS






Clause Page

1. Interpretation 1
2. Effectiveness 2
3. Guarantee and indemnity 2
4. Nature of a Finance Party's obligations 4
5. Taxes 5
6. Payments 6
7. Representations and warranties 7
8. Undertakings 10
9, The Administrative Parties 13
10. Evidence and calculations 13
11. Indemnities 13
12. Amendments and waivers 14
13. Changes to the Parties 14
14. Disclosure of information 15
15. Set-off 15
16. Pro rata sharing 16
17. Severability 17
18. Counterparts 17
19. Notices 17
20. Expenses 18
21. Language 19
22. Governing law 19
23. Enforcement 19
24. Miscellaneous 20

Schedules
1. Original Lenders 21

Signatories 22




THIS GUARANTEE is dated May 2012 and is made BETWEEN :




BACKGROUND

The Guarantor and the other parties to this Guarantee enter into this Guarantee in connection with the Credit Agreement (as defined below).

IT IS AGREED as follows:



In this Guarantee:

Credit Agreement means the US$ 495,000,000 credit facility agreement dated 18 July 2008 and as most recently amended and restated on or about the date of this
Guarantee between (among others) the Owner as borrower, the Facility Agent as facility agent, the Security Trustee as security trustee, Deutsche Bank AG, London
Branch as mandated lead arranger and various banks and financial institutions as lenders.

Finance Document means:









Finance Party means a Lender or an Administrative Party.



(1) DRYSHIPS INC., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, MH96960 Marshall Islands (the Guarantor );
(2) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent for itself and on behalf of the financial institutions listed in Schedule 1 (Original Lenders) as original
lenders (the Original Lenders ) (the Facility Agent ); and
(3) DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT as agent and trustee for the Finance Parties (the Security Trustee ).
1. INTERPRETATION
1.1 Definitions
(a) the Credit Agreement;
(b) each Security Document;
(c) the DPP;
(d) the GIEK Security Trustee Letter;
(e) each Fee Letter;
each Transfer Certificate;
(g) the Account Bank Mandate; and
(h) any other document designated as such by the Facility Agent and the Owner provided that the Swap Agreement shall not at any time be designated as a
Finance Document for the purposes of this Guarantee by the Facility Agent and the Owner.

1



Group means the Guarantor and its subsidiaries.

Owner means Drillship Skopelos Owners Inc.

Party means a party to this Guarantee.

Post-Delivery Guaranteed Amount has the meaning given in Clause 3.1(a) below.

US GAAP means generally accepted accounting principles in the United States of America.





The provisions of Clauses 3 (Guarantee and Indemnity) to 6 (Payments) inclusive and Clause 8 (Undertakings) (other than Clauses 8.6 (Consents) and 8.7
(Maintenance of Security Interests)) shall only become effective upon, and shall become effective automatically upon, a breach by Ocean Rig of any of its financial
covenants as set out in clause 7.14 of the Ocean Rig Guarantee (as tested in accordance with clause 7.15 of the Ocean Rig Guarantee).








1.2 Construction
(a) Capitalised terms defined in the Credit Agreement have, unless expressly defined in this Guarantee, the same meaning in this Guarantee.
(b) The provisions of clause 1.2 (Construction) of the Credit Agreement apply to this Guarantee as though they were set out in full in this Guarantee, except
that references to the Credit Agreement are to be construed as references to this Guarantee.
2. EFFECTIVENESS
3. GUARANTEE AND INDEMNITY
3.1 Guarantee and indemnity
(a) The Guarantor irrevocably and unconditionally guarantees to each Finance Party the obligations of the Owner to each Finance Party which become due
under the Finance Documents plus other amounts which become payable in connection therewith under other provisions of this Guarantee (the Post-
Delivery Guaranteed Amount ).
(b) The Guarantor undertakes with each Finance Party that, whenever the Owner does not pay any such amount expressed to be payable by it under a Finance
Document, it must immediately on demand by the Security Trustee pay that amount as if it were the principal obligor in respect of that amount.
(c) The Guarantor agrees with each Finance Party that if, for any reason, any amount claimed by a Finance Party under this Clause is not recoverable from the
Guarantor on the basis of a guarantee then the Guarantor will be liable as a principal debtor and primary obligor to indemnify that Finance Party in respect
of any loss it incurs as a result of the Owner failing to pay any such amount expressed to be payable by it under a Finance Document on the date when it
ought to have been paid. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this
Clause had the amount claimed been recoverable on the basis of a guarantee.

2





This guarantee is a continuing guarantee and will extend to the ultimate balance of the amounts expressed to be payable by the Owner under a Finance Document,
regardless of any intermediate payment or discharge in whole or in part.





The obligations of the Guarantor under this Clause will not be affected by any act, omission or thing (whether or not known to it or any Finance Party) which, but
for this provision, would reduce, release or prejudice any of its obligations under this Clause. This includes:













(d) The aggregate amount payable by the Guarantor under this Clause 3.1 shall not exceed US$225,000,000 plus other amounts which become payable in
connection therewith under other provisions of this Guarantee.
3.2 Continuing guarantee
3.3 Reinstatement
(a) If any discharge (whether in respect of the obligations of the Owner or any security for those obligations or otherwise) or arrangement is made in whole or
in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or
otherwise without limitation, the liability of the Guarantor under this Clause will continue or be reinstated as if the discharge or arrangement had not
occurred.
(b) Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.
3.4 Waiver of defences
(a) any time or waiver granted to, or composition with, any person;
(b) any release of any person under the terms of any composition or arrangement;
(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over
assets of, any person;
(d) 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;
(e) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
any amendment of a Finance Document or any other document or security;
(g) any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or
security; or
(h) any insolvency or similar proceedings.
3.5 Immediate recourse
(a) The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any
other right or

3



security or claim payment from any person before claiming from the Guarantor under this Clause.



Until all amounts which may be or become payable by the Owner under the Finance Documents have been irrevocably paid in full, each Finance Party (or any
trustee or agent on its behalf) may without affecting the liability of the Guarantor under this Clause:





Unless:



the Guarantor will not, after a claim has been made or by virtue of any payment or performance by it under this Clause:





The Guarantor must hold in trust for and immediately pay or transfer to the Security Trustee for the Finance Parties any payment or distribution or benefit of
security received by it contrary to this Clause or in accordance with any directions given by the Security Trustee under this Clause.



(b) This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
3.6 Appropriations
(a) (i) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf)
against those amounts; or
(ii) apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise); and
(b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this Clause.
3.7 Non-competition
(a) all amounts which may be or become payable by the Owner under or in connection with the Finance Documents have been irrevocably paid in full; or
(b) the Security Trustee otherwise directs,
(i) be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf);
(ii) be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Guarantor's liability under this
Clause;
(iii) claim, rank, prove or vote as a creditor of the Owner or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or
(iv) receive, claim or have the benefit of any payment, distribution or security from or on account of the Owner, or exercise any right of set-off as against the
Owner.

4




This guarantee is in addition to and is not in any way prejudiced by any other security now or subsequently held by any Finance Party.


Unless all the Finance Parties agree otherwise:









In this Clause Tax Credit means a credit against any Tax or any relief or remission for Tax (or its repayment).









3.8 Additional security
4. NATURE OF A FINANCE PARTY'S OBLIGATIONS
(a) the obligations of a Finance Party under the Finance Documents are several;
(b) failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;
(c) no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;
(d) the rights of a Finance Party under the Finance Documents are separate and independent rights;
(e) a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights; and
(f) a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.
5. TAXES
5.1 General
5.2 Tax gross-up
(a) The Guarantor must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by
law.
(b) If the Guarantor or a Lender is aware that it must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it must
promptly notify the Security Trustee. The Security Trustee must then promptly notify the affected Parties.
(c) If a Tax Deduction is required by law to be made by the Guarantor or the Security Trustee, the amount of the payment due from the Guarantor will be
increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction
had been required.
(d) If the Guarantor is required to make a Tax Deduction, the Guarantor must make the minimum Tax Deduction and must make any payment required in
connection with that Tax Deduction within the time allowed by law.
(e) Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Guarantor must deliver to the Security
Trustee

5



for the relevant Finance Party evidence satisfactory to that Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) the
appropriate payment has been paid to the relevant taxing authority.





The Guarantor must pay and within five Business Days of demand indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in
relation to all stamp duty, registration and other Taxes payable in respect of this Guarantee.



All payments by a Party (other than the Security Trustee) under this Guarantee must be made to the Security Trustee to its account at such office or bank in
London, as it may notify to that Party for this purpose by not less than five Business Days' prior notice.


Payments under this Guarantee to the Security Trustee must be made for value on the due date at such times and in such funds as the Security Trustee may specify
to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.






5.3 Value added taxes
(a) Any amount payable under a Finance Document by the Guarantor is exclusive of any value added tax or any other Tax of a similar nature which might be
chargeable in connection with that amount. If any such Tax is chargeable, the Guarantor must pay to the Finance Party (in addition to and at the same time
as paying that amount) an amount equal to the amount of that Tax.
(b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and
indemnify the Finance Party against all value added tax or any other Tax of a similar nature incurred by the Finance Party in respect of those costs or
expenses but only to the extent that the Finance Party (acting reasonably) determines that it is not entitled to credit or repayment from the relevant tax
authority in respect of the Tax.
5.4 Stamp taxes
6. PAYMENTS
6.1 Place
6.2 Funds
6.3 Distribution
(a) Each payment received by the Security Trustee under this Guarantee for another Party must, except as provided below, be made available by the Security
Trustee to that Party by payment (as soon as practicable after receipt) to its account with such office or bank in London, as it may notify to the Security
Trustee for this purpose by not less than five Business Days' prior notice.
(b) The Security Trustee may apply any amount received by it for the Guarantor in or towards payment (as soon as practicable after receipt) of any amount
due from the Guarantor under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.

6








All payments made by the Guarantor under this Guarantee must be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.





If the Security Trustee receives a payment insufficient to discharge all the amounts then due and payable by the Guarantor under this Guarantee, the Security
Trustee must apply that payment towards the obligations of the Guarantor under this Guarantee in the order set out in the DPP.


If this Guarantee does not provide for when a particular payment is due, that payment will be due within 15 days of demand by the relevant Finance Party.
Notwithstanding the foregoing and subject to other provisions of this Guarantee, to the extent that any claim under this Guarantee is covered by funds standing to
the credit of any of the Accounts, payment under this Guarantee will be due within three Business Days of demand by the relevant Finance Party.



(c) Where a sum is paid to the Security Trustee under this Guarantee for another Party, the Security Trustee is not obliged to pay that sum to that Party until it
has established that it has actually received it. However, the Security Trustee may assume that the sum has been paid to it, and, in reliance on that
assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Security Trustee, that Party
must immediately on demand by the Security Trustee refund any corresponding amount made available to it together with interest on that amount from the
date of payment to the date of receipt by the Security Trustee at a rate calculated by the Security Trustee to reflect its cost of funds.
6.4 Currency
(a) Any amount under this Guarantee payable in respect of any other amount payable under the Finance Documents under this Guarantee is payable under this
Guarantee in the same currency as that other amount.
(b) Each other amount payable under this Guarantee is payable in Dollars.
6.5 No set-off or counterclaim
6.6 Business Days
(a) If a payment under this Guarantee is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the
same calendar month (if there is one) or the preceding Business Day (if there is not) or whatever day the Security Trustee determines is market practice.
(b) During any extension of the due date for payment of any principal under this Guarantee interest is payable on that principal at the rate payable on the
original due date.
6.7 Partial payments
6.8 Timing of payments

7



Clause 7.3 (Interest on overdue amounts) of the Credit Agreement shall be deemed set out in this Guarantee in full as if each reference to the Owner were to the
Guarantor and each reference to the Finance Documents were to this Guarantee.



The representations and warranties set out in this Clause are made by the Guarantor to each Finance Party.





It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of this Guarantee and the transactions
contemplated by it.


Subject to any general principles of law limiting its obligations and referred to in any legal opinion required under the Agreement, this Guarantee is its legally
binding, valid and enforceable obligation.


The entry into and performance by it of, and the transactions contemplated by, this Guarantee does not conflict with:









6.9 Interest on overdue amounts
7. REPRESENTATIONS AND WARRANTIES
7.1 Representations and warranties
7.2 Status
(a) It is a limited liability company, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
(b) It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.
7.3 Powers and authority
7.4 Legal validity
7.5 Non-conflict
(a) any law or regulation applicable to it;
(b) its or any of its Subsidiaries' constitutional documents; or
(c) any document which is binding upon it or any of its Subsidiaries or any of its or its Subsidiaries' assets.
7.6 No default
(a) No Default is outstanding or will result from the entry into of, or the performance of any transaction contemplated by, this Guarantee; and
(b) no other event or circumstance is outstanding which constitutes a default under any document which is binding on it or any of its Subsidiaries or any of its
or its Subsidiaries' assets to an extent or in a manner which has or is reasonably likely to have a Material Adverse Effect.

8



All authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Guarantee
have been obtained or effected (as appropriate) and are in full force and effect.


No litigation, arbitration or administrative proceedings against any member of the Group are current or, to its knowledge, pending or threatened, which have or, if
adversely determined, are reasonably likely to have a Material Adverse Effect.


As at the date of this Guarantee, all amounts payable by it under this Guarantee may be made without any Tax Deduction.


As at the date of this Guarantee, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of this Guarantee.








that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation; and







7.7 Authorisations
7.8 Litigation
7.9 Taxes on payments
7.10 Stamp duties
7.11 Immunity
(a) The entry into by it of this Guarantee constitutes, and the exercise by it of its rights and performance of its obligations under this Guarantee will constitute,
private and commercial acts performed for private and commercial purposes; and
(b) it will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation
in relation to this Guarantee.
7.12 No adverse consequences
(a) It is not necessary under the laws of its jurisdiction of incorporation:
(i) in order to enable any Finance Party to enforce its rights under this Guarantee; or
(ii) by reason of the entry into of this Guarantee or the performance by it of its obligations under this Guarantee,
(b) no Finance Party is or will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the entry into,
performance and/or enforcement of this Guarantee.
7.13 Jurisdiction/governing law
(a) Its:
(i) irrevocable submission under this Guarantee to the jurisdiction of the courts of England;

9








Its audited financial statements most recently delivered to the Security Trustee:



except, in each case, as disclosed to the contrary in those financial statements.


As at the date of this Agreement there has been no material adverse change in the consolidated financial condition of the Guarantor since the date to which the
latest audited financial statements were drawn up.







The Guarantor undertakes with the Security Trustee to comply with the following provisions of this Clause 8 at all times during the Security Period.


The Guarantor agrees to procure that all financial and other information which is provided in writing by or on behalf of the Guarantor under or in connection with
this Guarantee will be true and not misleading and will not omit any material fact or consideration.


The Guarantor must send to the Security Trustee:



(ii) agreement that this Guarantee is governed by English law; and
(iii) agreement not to claim any immunity to which it or its assets may be entitled,
are legal, valid and binding under the laws of its jurisdiction of incorporation; and
(b) any judgment obtained in England will be recognised and be enforceable by the courts of its jurisdiction of incorporation.
7.14 Financial statements
(a) have been prepared in accordance with IFRS or US GAAP, consistently applied; and
(b) give a true and fair view of its financial condition (consolidated, if applicable) as at the date to which they were drawn up,
7.15 No material adverse change
7.16 Times for making representations and warranties
(a) The representations and warranties set out in this Clause are made by the Guarantor on the date of this Guarantee.
(b) Unless a representation and warranty is expressed to be given at a specific date, each representation and warranty is deemed to be repeated by the
Guarantor on each Utilisation Date and on the last day of each Interest Period.
(c) When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.
8. UNDERTAKINGS
8.1 General
8.2 Information provided to be accurate
8.3 Provision of financial statements

10













The Guarantor must send the Security Trustee, at the same time as they are despatched, copies of all communications which are despatched to the Guarantor's
shareholders or creditors or any class of them.


The Guarantor must maintain in force and promptly obtain or renew, and will promptly send certified copies to the Security Trustee of, all consents required:



and the Guarantor will comply with the terms of all such consents.


The Guarantor must:




(a) as soon as possible, but in no event later than 150 days after the end of each financial year of the Guarantor, the audited consolidated financial statements
of the Guarantor for that financial year; and
(b) as soon as possible, but in no event later than 60 days after the end of quarter of each financial year of the Guarantor ending after the date of this
Guarantee, the interim unaudited consolidated financial statements of the Guarantor for that quarter; and
(c) such other financial information (including information as to its financial condition, commitments and operations) in connection with the Guarantor as the
Security Trustee may reasonably require.
8.4 Form of financial statements
(a) All financial statements (audited and unaudited) delivered under Clause 8.3 must:
(i) be prepared in accordance with all applicable laws and US GAAP, consistently applied;
(ii) give a true and fair view of the state of affairs of the Guarantor and its subsidiaries at the date of those accounts and of their profit for the period
to which those accounts relate; and
(iii) fully disclose or provide for all significant liabilities of the Guarantor and the Group.
(b) The Guarantor must notify the Security Trustee of any change to the basis on which the audited financial statements are prepared.
8.5 Shareholder and creditor notices
8.6 Consents
(a) for the Guarantor to perform its obligations under this Guarantee;
(b) for the validity or enforceability of this Guarantee,
8.7 Maintenance of Security interests
(a) at its own cost, do all that it reasonably can to ensure that this Guarantee validly creates the obligations which it purports to create; and

11




The Guarantor must provide the Security Trustee with details of any legal or administrative action involving the Guarantor as soon as such action is instituted or it
becomes apparent to the Guarantor that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the
context of this Guarantee.


The Guarantor must notify the Security Trustee as soon as the Guarantor becomes aware of:



and will thereafter keep the Security Trustee fully up-to-date with all developments.


The Guarantor must not:




The Guarantor must:







(b) without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol this Guarantee with any court or authority in
all relevant jurisdictions, pay any stamp, registration or similar tax in all relevant jurisdictions in respect of this Guarantee, give any notice or take any
other step which may be or become necessary or desirable for this Guarantee to be valid, enforceable or admissible in evidence.
8.8 Notification of litigation
8.9 Notification of default
(a) the occurrence of a Default; or
(b) any matter which indicates that a Default may have occurred,
8.10 Negative undertakings
(a) change the nature of its business; or
(b) pay any dividend or make any other form of distribution or effect any form of redemption or return of share capital Provided that the Guarantor may in
any financial year pay a dividend or make any other form of distribution which does not exceed in aggregate 50 per cent. of the Net Income for such
financial year subject to no Event of Default having occurred which is continuing at the relevant time or resulting from the payment of a dividend or the
making of any other form of distribution.
8.11 Negative pledge and pari passu ranking
(a) not, and must procure that the Owner will not, create or permit to arise any Security Interest over any asset present or future except
(i) Security Interests created or permitted by the Finance Documents;
(ii) Permitted Liens; and
(iii) in the case of the Guarantor, those arising in the normal course of its business of acquiring, financing and operating vessels and making
investments within the shipping and oil and gas sector;

12





The Guarantor must procure that the Owner conforms with its obligations set out in clauses 16.5 and 16.7 of the Credit Agreement.


The Guarantor must not, and must procure that none of its Subsidiaries will, enter into any form of merger, sub-division, amalgamation or other reorganisation.


The Guarantor acknowledges the terms of clause 20 (Administrative Parties) of the Credit Agreement.



Accounts maintained by a Finance Party in connection with this Guarantee are prima facie evidence of the matters to which they relate for the purpose of any
litigation or arbitration proceedings.


Any certification or determination by a Finance Party of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive
evidence of the matters to which it relates.


Any interest or fee accruing under this Guarantee accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 or
365 days or otherwise, depending on what the Security Trustee determines is market practice.








(b) not incur or grant any Financial Indebtedness or any other financial support in connection with any vessel owned by Cardiff Marine Inc. or any of its
Affiliates; and
(c) procure that its liabilities under this Guarantee do and will rank at least pari passu with all its other present and future liabilities, except for liabilities which
are mandatorily preferred by law.
8.12 No disposal of assets, change of business
8.13 No merger etc
9. THE ADMINISTRATIVE PARTIES
10. EVIDENCE AND CALCULATIONS
10.1 Accounts
10.2 Certificates and determinations
10.3 Calculations
11. INDEMNITIES
11.1 Currency indemnity
(a) The Guarantor must, as an independent obligation, indemnify each Finance Party against any loss or liability which that Finance Party incurs as a
consequence of:
(i) that Finance Party receiving an amount in respect of the Owner's liability under the Finance Documents; or
(ii) that liability being converted into a claim, proof, judgment or order,

13



in a currency other than the currency in which the amount is expressed to be payable under the relevant Finance Document.














may only be made with the consent of all the Lenders.



The rights of each Finance Party under the Finance Documents:




Delay in exercising or non-exercise of any right is not a waiver of that right.



(b) Unless otherwise required by law, the Guarantor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a
currency other than that in which it is expressed to be payable.
12. AMENDMENTS AND WAIVERS
12.1 Procedure
(a) Except as provided in this Clause, any term of this Guarantee may be amended or waived with the agreement of the Guarantor and the Security Trustee.
The Security Trustee (acting on the instructions of an Instructing Group (as defined in the DPP), or otherwise in accordance with this Guarantee) may
effect, on behalf of any Finance Party, an amendment or waiver allowed under this Clause.
(b) The Security Trustee must promptly notify the other Parties of any amendment or waiver effected by it under paragraph (a) above. Any such amendment
or waiver is binding on all the Parties.
12.2 Exceptions
(a) An amendment or waiver which relates to:
(i) the definition of an Instructing Group in so far as it applies to this Guarantee;
(ii) Clause 2 (Guarantee) of this Guarantee;
(iii) a release of the Owner or the Guarantor other than in accordance with the terms of this Guarantee;
(iv) a term of this Guarantee which expressly requires the consent of each Lender;
(v) the right of a Lender to assign or transfer its rights or obligations under this Guarantee or the Finance Documents; or
(vi) this Clause,
(b) An amendment or waiver which relates to the rights or obligations of an Administrative Party may only be made with the consent of that Administrative
Party.
12.3 Waivers and remedies cumulative
(a) may be exercised as often as necessary;
(b) are cumulative and not exclusive of its rights under the general law; and
(c) may be waived only in writing and specifically.

14





The Guarantor may not assign or transfer any of its rights and obligations under this Guarantee without the prior consent of all the Lenders.
















However, before a third party may receive any confidential information, it must agree with the relevant Finance Party to keep that information confidential on the
terms of paragraph (a) above.




13. CHANGES TO THE PARTIES
13.1 Assignments and transfers by the Guarantor
13.2 Assignments and transfers by Lenders
(a) The Guarantor consents to any assignment, transfer, novation or change in Facility Office made by a Lender under the Credit Agreement.
(b) Any reference in this Guarantee to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Credit
Agreement and its Commitment has been cancelled or reduced to nil.
14. DISCLOSURE OF INFORMATION
(a) Each Finance Party must keep confidential any information supplied to it by or on behalf of the Guarantor in connection with this Guarantee. However, a
Finance Party is entitled to disclose information:
(i) which is publicly available, other than as a result of a breach by that Finance Party of this Clause;
(ii) in connection with any legal or arbitration proceedings;
(iii) if required to do so under any law or regulation;
(iv) to a governmental, banking, taxation or other regulatory authority;
(v) to its professional advisers;
(vi) to the extent allowed under paragraph (b) below; or
(vii) with the agreement of the Guarantor.
(b) A Finance Party may disclose to an Affiliate or any person (a third party ) with (or through) whom that Finance Party enters into (or may enter into) any
kind of transfer, participation or hedge agreement in relation to this Guarantee or any other transaction under which payments are to be made by reference
to this Guarantee or the Guarantor:
(i) a copy of this Guarantee; and
(ii) any information which that Finance Party has acquired under or in connection with this Guarantee.
(c) This Clause supersedes any previous confidentiality undertaking given by a Finance Party in connection with this Guarantee prior to it becoming a Party.

15




Subject to the DPP, a Finance Party may set off any matured obligation owed to it by the Guarantor under this Guarantee (to the extent beneficially owned by that
Finance Party) against any obligation (whether or not matured) owed by that Finance Party to the Guarantor, 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.



If a Finance Party (the recovering Finance Party ) receives or recovers any amount from the Guarantor other than in accordance with this Guarantee (a
recovery ) and applies that amount to a payment due under this Guarantee or a Finance Document, then:











each Finance Party, on the request of the Security Trustee must reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to
that Finance Party,



15. SET-OFF
16. PRO RATA SHARING
16.1 Redistribution
(a) the recovering Finance Party must, within three Business Days, supply details of the recovery to the Security Trustee;
(b) the Security Trustee must calculate whether the recovery is in excess of the amount which the recovering Finance Party would have received if the
recovery had been received and distributed by the Security Trustee in accordance with the DPP without taking account of any Tax which would be
imposed on the Security Trustee in relation to the recovery or distribution; and
(c) the recovering Finance Party must pay to the Security Trustee an amount equal to the excess (the redistribution ).
16.2 Effect of redistribution
(a) The Security Trustee must treat a redistribution as if it were a payment by the Guarantor under this Guarantee and distribute it among the Finance Parties,
other than the recovering Finance Party, accordingly.
(b) When the Security Trustee makes a distribution under paragraph (a) above, the recovering Finance Party will be subrogated to the rights of the Finance
Parties which have shared in that redistribution.
(c) If and to the extent that the recovering Finance Party is not able to rely on any rights of subrogation under paragraph (b) above, the Guarantor will owe the
recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged.
(d) If:
(i) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to the Guarantor; and
(ii) the recovering Finance Party has paid a redistribution in relation to that recovery,

16

together with interest for the period while it held the redistribution. In this event, the subrogation in paragraph (b) above will operate in reverse to the extent of the
reimbursement.


Notwithstanding any other term of this Clause, a recovering Finance Party need not pay a redistribution to the extent that:






If a term of this Guarantee is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect:




This Guarantee may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this
Guarantee.









16.3 Exceptions
(a) it would not, after the payment, have a valid claim against the Guarantor in the amount of the redistribution; or
(b) it would be sharing with another Finance Party any amount which the recovering Finance Party has received or recovered as a result of legal or arbitration
proceedings, where:
(i) the recovering Finance Party notified the Security Trustee of those proceedings; and
(ii) the other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration
proceedings as soon as reasonably practicable after receiving notice of them.
17. SEVERABILITY
(a) the legality, validity or enforceability in that jurisdiction of any other term of this Guarantee; or
(b) the legality, validity or enforceability in other jurisdictions of that or any other term of this Guarantee.
18. COUNTERPARTS
19. NOTICES
19.1 In writing
(a) Any communication in connection with this Guarantee must be in writing and, unless otherwise stated, may be given:
(i) in person, by post or fax; or
(ii) to the extent agreed by the Parties making and receiving communication. by e-mail or other electronic communication.
(b) For the purpose of this Guarantee, an electronic communication will be treated as being in writing.

17





















(c) Unless it is agreed to the contrary, any consent or agreement required under this Guarantee must be given in writing.
19.2 Contact details
(a) Except as provided below, the contact details of each Party for all communications in connection with this Guarantee are those notified by that Party for
this purpose to the Security Trustee on or before the date it becomes a Party.
(b) The contact details of the Guarantor for this purpose are:
Address: c/o Dryships Inc.
80 Kifissias Avenue
GR-151 25 Amaroussion
Greece

Fax number: +30 210 8090575
Attention: Mr. Ziad Nakhleh
(c) The contact details of the Security Trustee for this purpose are:
Address: c/o Deutsche Bank Luxembourg S.A.
2, Boulevard Konrad Adenauer
L-1115 Luxembourg
Luxembourg

Fax number: +352 42122 95771
Attention: Banu Ozkutan / Franz-Josef Ewerhardy, International Loans and Agency Services
(d) Any Party may change its contact details by giving five Business Days' notice to the Security Trustee or (in the case of the Security Trustee) to the other
Parties.
(e) Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that
department or officer.
19.3 Effectiveness
(a) Except as provided below, any communication in connection with this Guarantee will be deemed to be given as follows:
(i) if delivered in person, at the time of delivery;
(ii) if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope;
(iii) if by fax, when received in legible form; and
(iv) if by e-mail or any other electronic communication, when received in legible form.
(b) A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed
to be given on the next working day in that place.
(c) A communication to the Security Trustee will only be effective on actual receipt by it.

18




Clause 24 (Expenses) of the Credit Agreement shall be deemed set out in this Guarantee in full as if each reference to the Owner were to the Guarantor and each
reference to the Finance Documents or this Guarantee were to this Guarantee.







This Guarantee and any non-contractual obligations arising out of or in connection with it, is governed by and shall be construed in accordance with English law
and the parties irrevocably submit to the jurisdiction of the Courts of England and Wales, including in connection with any dispute relating to any non-contractual
obligations arising out of or in connection with this Guarantee.











(d) All communications under this Guarantee to or from the Guarantor must be sent through the Security Trustee.
20. EXPENSES
21. LANGUAGE
(a) Any notice given in connection with this Guarantee must be in English.
(b) Any other document provided in connection with a Finance Document must be:
(i) in English; or
(ii) (unless the Security Trustee otherwise agrees) accompanied by a certified English translation. In this case, the English translation prevails unless the
document is a statutory or other official document.
22. GOVERNING LAW
23. ENFORCEMENT
23.1 Jurisdiction
(a) The English courts have exclusive jurisdiction to settle any dispute in connection this Guarantee or any non-contractual obligations in connection with it.
(b) The English courts are the most appropriate and convenient courts to settle any such dispute in connection with this Guarantee and any Finance Document.
The Guarantor agrees not to argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to
proceedings in connection with this Guarantee and any Finance Document.
(c) This Clause is for the benefit of the Finance Parties only. To the extent allowed by law, a Finance Party may take:
(i) proceedings in any other court; and
(ii) concurrent proceedings in any number of jurisdictions.
(d) References in this Clause to a dispute in connection with a Finance Document includes any dispute as to the existence, validity or termination of that
Finance Document.

19








The Guarantor irrevocably and unconditionally:





This Guarantee is a Security Document.

IN WITNESS WHEREOF this Guarantee has been entered into as a deed by the parties to it on the day and year first above written.



23.2 Service of process
(a) The Guarantor irrevocably appoints Ince Process Agents Ltd of International House, 5th Floor, 1 St. Katharine's Way, London EIW 1AY (attn: Mr.
Michael Volikas) as its agent under the Finance Documents for service of process in any proceedings before the English courts in connection with any
Finance Document.
(b) If any person appointed as process agent under this Clause is unable for any reason to so act, the Guarantor must immediately (and in any event within
five (5) days of the event taking place) appoint another agent on terms acceptable to the Security Trustee. Failing this, the Security Trustee may appoint
process another agent for this purpose.
(c) The Guarantor agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
(d) This Clause does not affect any other method of service allowed by law.
23.3 Waiver of immunity
(a) agrees not to claim any immunity from proceedings brought by a Finance Party against it in relation to a Finance Document and to ensure that no such
claim is made on its behalf;
(b) consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and
(c) waives all rights of immunity in respect of it or its assets.
24. MISCELLANEOUS

20



SCHEDULE 1

ORIGINAL LENDERS


Deutsche Bank AG, London Branch

Eksportfinans ASA

The Export-Import Bank of Korea

DVB Bank N.V., Nordic Branch

Helaba Landesbank Hessen-Thuringen Girozentrale, New York Branch







21

SIGNATORIES



The Sponsor







SIGNED as a deed by ) /s/ Dimitrios Glynos
DRYSHIPS INC. ) Dryships Inc. by its attorney
acting as attorney Dimitrios Glynos )
in the presence of: )
Witness's Signature: /s/ Nikiforos G. Sifakis
Name: Nikiforos G. Sifakis
Attorney-at-law
Address: 52, Ag. Konstantinous Street, 15124 Marousi
Athens, Greece
Tel.: +30 210 6140810
Fax: +30 210 6140267
Security Trustee

By: /s/ Carola Roth /s/ Dr. Bastian [Illegible]
Carola Roth Dr . Bastian [Illegible]

as attorney for

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHFT

Facility Agent for itself and on behalf of the Original Lenders


By: /s/ M. Heinemann
M. Heinemann

as attorney for

DEUTSCHE BANK LUXEMBOURG S.A.


22




Exhibit 4.34


EXECUTION VERSION

SPONSOR GUARANTEE



14 May 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








ALLEN & OVERY

Allen & Avery LLP












CONTENTS
Clause Page

1 Interpretation 1
2 Effectiveness 2
3 Guarantee and indemnity 2
4 Nature of a Finance Partys obligations 4
5 Taxes 5
6 Payments 7
7 Representations and warranties 8
8 Undertakings 10
9 The Administrative Parties 13
10 Evidence and calculations 13
11 Indemnities 13
12 Amendments and waivers 14
13 Changes to the Parties 14
14 Disclosure of information 15
15 Set-off 15
16 Pro rata sharing 16
17 Severability 17
18 Counterparts 17
19 Notices 17
20 Expenses 18
21 Language 19
22 Governing law 19
23 Enforcement 19
24 Miscellaneous 20


Schedules

1. Original Lenders 21


Signatories 22





THIS GUARANTEE is dated 14 May 2012 and is made BETWEEN :




BACKGROUND

The Guarantor and the other parties to this Guarantee enter into this Guarantee in connection with the Credit Agreement (as defined below).

IT IS AGREED as follows:

1. INTERPRETATION


In this Guarantee:

Credit Agreement means the US$495,000,000 credit facility agreement dated 18 July 2008 and as most recently amended and restated on or about the date of this
Guarantee between (among others) the Owner as borrower, the Facility Agent as facility agent, the Security Trustee as security trustee, Deutsche Bank AG, London
Branch as mandated lead arranger and various banks and financial institutions as lenders.

Finance Document means:









Finance Party means a Lender or an Administrative Party.



(1) DRYSHIPS INC. , a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
MH96960 Marshall Islands (the Guarantor);
(2) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent for itself and on behalf of the financial institutions listed in Schedule 1 (Original Lenders) as original
lenders (the Original Lenders) (the Facility Agent); and
(3) DEUTSCHE B ANK AG FILIALE DEUTSCHLANDGESCH FT as agent and trustee for the Finance Parties (the Security Trustee).
1.1 Definitions
(a) the Credit Agreement;
(b) each Security Document;
(c) the DPP;
(d) the GIEK Security Trustee Letter;
(e) each Fee Letter;
(f) each Transfer Certificate;
(g) the Account Bank Mandate; and
(h) any other document designated as such by the Facility Agent and the Owner provided that the Swap Agreement shall not at any time be designated as a
Finance Document for the purposes of this Guarantee by the Facility Agent and the Owner.

1


Group means the Guarantor and its subsidiaries.

Owner means Drillship Kithira Owners Inc.

Party means a party to this Guarantee.

Post-Delivery Guaranteed Amount has the meaning given in Clause 3.1(a) below.

US GAAP means generally accepted accounting principles in the United States of America.




2. EFFECTIVENESS

The provisions of Clauses 3 (Guarantee and Indemnity) to 6 (Payments) inclusive and Clause 8 (Undertakings) (other than Clauses 8.6 (Consents) and 8.7 (Maintenance
of Security Interests)) shall only become effective upon, and shall become effective automatically upon, a breach by Ocean Rig of any of its financial covenants as set
out in clause 7.14 of the Ocean Rig Guarantee (as tested in accordance with clause 7.15 of the Ocean Rig Guarantee).

3. GUARANTEE AND INDEMNITY








1.2 Construction
(a) Capitalised terms defined in the Credit Agreement have, unless expressly defined in this Guarantee, the same meaning in this Guarantee.
(b) The provisions of clause 1.2 (Construction) of the Credit Agreement apply to this Guarantee as though they were set out in full in this Guarantee, except that
references to the Credit Agreement are to be construed as references to this Guarantee.
3.1 Guarantee and indemnity
(a) The Guarantor irrevocably and unconditionally guarantees to each Finance Party the obligations of the Owner to each Finance Party which become due under
the Finance Documents plus other amounts which become payable in connection therewith under other provisions of this Guarantee (the Post-Delivery
Guaranteed Amount).
(b) The Guarantor undertakes with each Finance Party that, whenever the Owner does not pay any such amount expressed to be payable by it under a Finance
Document, it must immediately on demand by the Security Trustee pay that amount as if it were the principal obligor in respect of that amount.
(c) The Guarantor agrees with each Finance Party that if, for any reason, any amount claimed by a Finance Party under this Clause is not recoverable from the
Guarantor on the basis of a guarantee then the Guarantor will be liable as a principal debtor and primary obligor to indemnify that Finance Party in respect of
any loss it incurs as a result of the Owner failing to pay any such amount expressed to be payable by it under a Finance Document on the date when it ought to
have been paid. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause had the
amount claimed been recoverable on the basis of a guarantee.
(d) The aggregate amount payable by the Guarantor under this Clause 3.1 shall not exceed USS214,000,000 plus other amounts which become payable in
connection therewith under other provisions of this Guarantee.

2



This guarantee is a continuing guarantee and will extend to the ultimate balance of the amounts expressed to be payable by the Owner under a Finance Document,
regardless of any intermediate payment or discharge in whole or in part.





The obligations of the Guarantor under this Clause will not be affected by any act, omission or thing (whether or not known to it or any Finance Party) which, but for
this provision, would reduce, release or prejudice any of its obligations under this Clause. This includes:














3.2 Continuing guarantee
3.3 Reinstatement
(a) If any discharge (whether in respect of the obligations of the Owner or any security for those obligations or otherwise) or arrangement is made in whole or in
part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise
without limitation, the liability of the Guarantor under this Clause will continue or be reinstated as if the discharge or arrangement had not occurred.
(b) Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.
3.4 Waiver of defences
(a) any time or waiver granted to, or composition with, any person;
(b) any release of any person under the terms of any composition or arrangement;
(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets
of, any person;
(d) 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;
(e) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(f) any amendment of a Finance Document or any other document or security;
(g) any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or security;
or
(h) any insolvency or similar proceedings.
3.5 Immediate recourse
(a) The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other
right or security or claim payment from any person before claiming from the Guarantor under this Clause.
(b) This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

3



Until all amounts which may be or become payable by the Owner under the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or
agent on its behalf) may without affecting the liability of the Guarantor under this Clause:





Unless:



the Guarantor will not, after a claim has been made or by virtue of any payment or performance by it under this Clause:





The Guarantor must hold in trust for and immediately pay or transfer to the Security Trustee for the Finance Parties any payment or distribution or benefit of security
received by it contrary to this Clause or in accordance with any directions given by the Security Trustee under this Clause.


This guarantee is in addition to and is not in any way prejudiced by any other security now or subsequently held by any Finance Party.

4. NATURE OF A FINANCE PARTYS OBLIGATIONS

Unless all the Finance Parties agree otherwise:



3.6 Appropriations
(a) (i) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf)
against those amounts; or
(ii) apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise); and
(b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantors liability under this Clause.
3.7 Non-competition
(a) all amounts which may be or become payable by the Owner under or in connection with the Finance Documents have been irrevocably paid in full; or
(b) the Security Trustee otherwise directs,
(i) be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf);
(ii) be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Guarantors liability under this
Clause;
(iii) claim, rank, prove or vote as a creditor of the Owner or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or
(iv) receive, claim or have the benefit of any payment, distribution or security from or on account of the Owner, or exercise any right of set-off as against the
Owner.
3.8 Additional security

4









5. TAXES


In this Clause Tax Credit means a credit against any Tax or any relief or remission for Tax (or its repayment).











(a) the obligations of a Finance Party under the Finance Documents are several;
(b) failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;
(c) no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;
(d) the rights of a Finance Party under the Finance Documents are separate and independent rights;
(e) a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights; and
(f) a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.
5.1 General
5.2 Tax gross-up
(a) The Guarantor must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.
(b) If the Guarantor or a Lender is aware that it must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it must promptly
notify the Security Trustee. The Security Trustee must then promptly notify the affected Parties.
(c) If a Tax Deduction is required by law to be made by the Guarantor or the Security Trustee, the amount of the payment due from the Guarantor will be
increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had
been required.
(d) If the Guarantor is required to make a Tax Deduction, the Guarantor must make the minimum Tax Deduction and must make any payment required in
connection with that Tax Deduction within the time allowed by law.
(e) Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Guarantor must deliver to the Security
Trustee for the relevant Finance Party evidence satisfactory to that Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable)
the appropriate payment has been paid to the relevant taxing authority.
5.3 Value added taxes
(a) Any amount payable under a Finance Document by the Guarantor is exclusive of any value added tax or any other Tax of a similar nature which might be
chargeable in connection with that amount. If any such Tax is chargeable, the Guarantor must pay to the Finance Party (in addition to and at the same time as
paying that amount) an amount equal to the amount of that Tax.

5



The Guarantor must pay and within five Business Days of demand indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other Taxes payable in respect of this Guarantee.

6. PAYMENTS


All payments by a Party (other than the Security Trustee) under this Guarantee must be made to the Security Trustee to its account at such office or bank in London, as
it may notify to that Party for this purpose by not less than five Business Days prior notice.


Payments under this Guarantee to the Security Trustee must be made for value on the due date at such times and in such funds as the Security Trustee may specify to the
Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.







(b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify
the Finance Party against all value added tax or any other Tax of a similar nature incurred by the Finance Party in respect of those costs or expenses but only to
the extent that the Finance Party (acting reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the
Tax.
5.4 Stamp taxes
6.1 Place
6.2 Funds
6.3 Distribution
(a) Each payment received by the Security Trustee under this Guarantee for another Party must, except as provided below, be made available by the Security
Trustee to that Party by payment (as soon as practicable after receipt) to its account with such office or bank in London, as it may notify to the Security Trustee
for this purpose by not less than five Business Days prior notice.
(b) The Security Trustee may apply any amount received by it for the Guarantor in or towards payment (as soon as practicable after receipt) of any amount due
from the Guarantor under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.
(c) Where a sum is paid to the Security Trustee under this Guarantee for another Party, the Security Trustee is not obliged to pay that sum to that Party until it has
established that it has actually received it. However, the Security Trustee may assume that the sum has been paid to it, and, in reliance on that assumption,
make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Security Trustee, that Party must immediately on
demand by the Security Trustee refund any corresponding amount made available to it together with interest on that amount from the date of payment to the
date of receipt by the Security Trustee at a rate calculated by the Security Trustee to reflect its cost of funds.

6






All payments made by the Guarantor under this Guarantee must be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.





If the Security Trustee receives a payment insufficient to discharge all the amounts then due and payable by the Guarantor under this Guarantee, the Security Trustee
must apply that payment towards the obligations of the Guarantor under this Guarantee in the order set out in the DPP.


If this Guarantee does not provide for when a particular payment is due, that payment will be due within 15 days of demand by the relevant Finance Party.
Notwithstanding the foregoing and subject to other provisions of this Guarantee, to the extent that any claim under this Guarantee is covered by funds standing to the
credit of any of the Accounts, payment under this Guarantee will be due within three Business Days of demand by the relevant Finance Party.


Clause 7.3 (Interest on overdue amounts) of the Credit Agreement shall be deemed set out in this Guarantee in full as if each reference to the Owner were to the
Guarantor and each reference to the Finance Documents were to this Guarantee.

7. REPRESENTATIONS AND WARRANTIES


The representations and warranties set out in this Clause are made by the Guarantor to each Finance Party.



6.4 Currency
(a) Any amount under this Guarantee payable in respect of any other amount payable under the Finance Documents under this Guarantee is payable under this
Guarantee in the same currency as that other amount.
(b) Each other amount payable under this Guarantee is payable in Dollars.
6.5 No set-off or counterclaim
6.6 Business Days
(a) If a payment under this Guarantee is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if there is not) or whatever day the Security Trustee determines is market practice.
(b) During any extension of the due date for payment of any principal under this Guarantee interest is payable on that principal at the rate payable on the original
due date.
6.7 Partial payments
6.8 Timing of payments
6.9 Interest on overdue amounts
7.1 Representations and warranties

7






It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, this Guarantee and the transactions
contemplated by it.


Subject to any general principles of law limiting its obligations and referred to in any legal opinion required under the Agreement, this Guarantee is its legally binding,
valid and enforceable obligation.


The entry into and performance by it of, and the transactions contemplated by, this Guarantee does not conflict with:








All authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Guarantee have
been obtained or effected (as appropriate) and are in full force and effect.


No litigation, arbitration or administrative proceedings against any member of the Group are current or, to its knowledge, pending or threatened, which have or, if
adversely determined, are reasonably likely to have a Material Adverse Effect.



7.2 Status
(a) It is a limited liability company, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
(b) It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.
7.3 Powers and authority
7.4 Legal validity
7.5 Non-conflict
(a) any law or regulation applicable to it;
(b) its or any of its Subsidiaries constitutional documents; or
(c) any document which is binding upon it or any of its Subsidiaries or any of its or its Subsidiaries assets.
7.6 No default
(a) No Default is outstanding or will result from the entry into of, or the performance of any transaction contemplated by this Guarantee; and
(b) no other event or circumstance is outstanding which constitutes a default under any document which is binding on it or any of its Subsidiaries or any of its or
its Subsidiaries assets to an extent or in a manner which has or is reasonably likely to have a Material Adverse Effect.
7.7 Authorisations
7.8 Litigation

8



As at the date of this Guarantee, all amounts payable by it under this Guarantee may be made without any Tax Deduction.


As at the date of this Guarantee, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of this Guarantee.








that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation; and







are legal, valid and binding under the laws of its jurisdiction of incorporation; and



Its audited financial statements most recently delivered to the Security Trustee:



7.9 Taxes on payments
7.10 Stamp duties
7.11 Immunity
(a) The entry into by it of this Guarantee constitutes, and the exercise by it of its rights and performance of its obligations under this Guarantee will constitute,
private and commercial acts performed for private and commercial purposes; and
(b) it will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in
relation to this Guarantee.
7.12 No adverse consequences
(a) It is not necessary under the laws of its jurisdiction of incorporation:
(i) in order to enable any Finance Party to enforce its rights under this Guarantee; or
(ii) by reason of the entry into of this Guarantee or the performance by it of its obligations under this Guarantee,
(b) no Finance Party is or will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the entry into,
performance and/or enforcement of this Guarantee.
7.13 Jurisdiction/governing law
(a) Its:
(i) irrevocable submission under this Guarantee to the jurisdiction of the courts of England;
(ii) agreement that this Guarantee is governed by English law; and
(iii) agreement not to claim any immunity to which it or its assets may be entitled,
(b) any judgment obtained in England will be recognised and be enforceable by the courts of its jurisdiction of incorporation.
7.14 Financial statements

9




except , in each case, as disclosed to the contrary in those financial statements.


As at the date of this Agreement there has been no material adverse change in the consolidated financial condition of the Guarantor since the date to which the latest
audited financial statements were drawn up.





8. UNDERTAKINGS


The Guarantor undertakes with the Security Trustee to comply with the following provisions of this Clause 8 at all times during the Security Period.


The Guarantor agrees to procure that all financial and other information which is provided in writing by or on behalf of the Guarantor under or in connection with this
Guarantee will be true and not misleading and will not omit any material fact or consideration.


The Guarantor must send to the Security Trustee:






(a) have been prepared in accordance with IFRS or US GAAP, consistently applied; and
(b) give a true and fair view of its financial condition (consolidated, if applicable) as at the date to which they were drawn up,
7.15 No material adverse change
7.16 Times for making representations and warranties
(a) The representations and warranties set out in this Clause are made by the Guarantor on the date of this Guarantee.
(b) Unless a representation and warranty is expressed to be given at a specific date, each representation and warranty is deemed to be repeated by the Guarantor on
each Utilisation Date and on the last day of each Interest Period.
(c) When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.
8.1 General
8.2 Information provided to be accurate
8.3 Provision of financial statements
(a) as soon as possible, but in no event later than 150 days after the end of each financial year of the Guarantor, the audited consolidated financial statements of the
Guarantor for that financial year; and
(b) as soon as possible, but in no event later than 60 days after the end of quarter of each financial year of the Guarantor ending after the date of this Guarantee, the
interim unaudited consolidated financial statements of the Guarantor for that quarter; and
(c) such other financial information (including information as to its financial condition, commitments and operations) in connection with the Guarantor as the
Security Trustee may reasonably require.

10









The Guarantor must send the Security Trustee, at the same time as they are despatched, copies of all communications which are despatched to the Guarantors
shareholders or creditors or any class of them.


The Guarantor must maintain in force and promptly obtain or renew, and will promptly send certified copies to the Security Trustee of, all consents required:




The Guarantor must:




The Guarantor must provide the Security Trustee with details of any legal or administrative action involving the Guarantor as soon as such action is instituted or it
becomes apparent to the Guarantor that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of
this Guarantee.



8.4 Form of financial statements
(a) All financial statements (audited and unaudited) delivered under Clause 8.3 must:
(i) be prepared in accordance with all applicable laws and US GAAP, consistently applied;
(ii) give a true and fair view of the state of affairs of the Guarantor and its subsidiaries at the date of those accounts and of their profit for the period to
which those accounts relate; and
(iii) fully disclose or provide for all significant liabilities of the Guarantor and the Group.
(b) The Guarantor must notify the Security Trustee of any change to the basis on which the audited financial statements are prepared.
8.5 Shareholder and creditor notices
8.6 Consents
(a) for the Guarantor to perform its obligations under this Guarantee;
(b) for the validity or enforceability of this Guarantee , and the Guarantor will comply with the terms of all such consents.
8.7 Maintenance of Security Interests
(a) At its own cost, do all that is reasonable can to ensure that this Guarantee validly creates the obligations which it purports to create; and
(b) without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol this Guarantee with any court or authority in all
relevant jurisdictions, pay any stamp, registration or similar tax in all relevant jurisdictions in respect of this Guarantee, give any notice or take any other step
which may be or become necessary or desirable for this Guarantee to be valid, enforceable or admissible in evidence.
8.8 Notification of litigation

11



The Guarantor must notify the Security Trustee as soon as the Guarantor becomes aware of:




The Guarantor must not:




The Guarantor must:








The Guarantor must procure that the Owner conforms with its obligations set out in clauses 16.5 and 16.7 of the Credit Agreement.



8.9 Notification of default
(a) the occurrence of a Default; or
(b) any matter which indicates that a Default may have occurred, and will thereafter keep the Security Trustee fully up-to-date with all developments.
8.10 Negative undertakings
(a) change the nature of its business; or
(b) pay any dividend or make any other form of distribution or effect any form of redemption or return of share capital Provided that the Guarantor may in any
financial year pay a dividend or make any other form of distribution which does not exceed in aggregate 50 per cent. of the Net Income for such financial year
subject to no Event of Default having occurred which is continuing at the relevant time or resulting from the payment of a dividend or the making of any other
form of distribution.
8.11 Negative pledge and pari passu ranking
(a) not, and must procure that the Owner will not, create or permit to arise any Security Interest over any asset present or future except
(i) Security Interests created or permitted by the Finance Documents;
(ii) Permitted Liens; and
(iii) in the case of the Guarantor, those arising in the normal course of its business of acquiring, financing and operating vessels and making investments
within the shipping and oil and gas sector;
(b) not incur or grant any Financial Indebtedness or any other financial support in connection with any vessel owned by Cardiff Marine Inc. or any of its Affiliates;
and
(c) procure that its liabilities under this Guarantee do and will rank at least part passu with all its other present and future liabilities, except for liabilities which are
mandatorily preferred by law.
8.12 No disposal of assets, change of business

12



The Guarantor must not, and must procure that none of its Subsidiaries will, enter into any form of merger, sub-division, amalgamation or other reorganisation.

9. THE ADMINISTRATIVE PARTIES

The Guarantor acknowledges the terms of clause 20 (Administrative Parties) of the Credit Agreement.

10. EVIDENCE AND CALCULATIONS 10.1 ACCOUNTS

Accounts maintained by a Finance Party in connection with this Guarantee are prima facie evidence of the matters to which they relate for the purpose of any litigation
or arbitration proceedings.


Any certification or determination by a Finance Party of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


Any interest or fee accruing under this Guarantee accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 or 365
days or otherwise, depending on what the Security Trustee determines is market practice.

11. INDEMNITIES





in a currency other than the currency in which the amount is expressed to be payable under the relevant Finance Document.




8.13 No merger etc
10.1 Certificates and determinations
10.2 Calculations
11.1 Currency indemnity
(a) The Guarantor must, as an independent obligation, indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence
of:
(i) that Finance Party receiving an amount in respect of the Owners liability under the Finance Documents; or
(ii) that liability being converted into a claim, proof, judgment or order,
(b) Unless otherwise required by law, the Guarantor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a
currency other than that in which it is expressed to be payable.

13


12. AMENDMENTS AND WAIVERS 12.1 PROCEDURE











may only be made with the consent of all the Lenders.



The rights of each Finance Party under the Finance Documents:




Delay in exercising or non-exercise of any right is not a waiver of that right.

13. CHANGES TO THE PARTIES


The Guarantor may not assign or transfer any of its rights and obligations under this Guarantee without the prior consent of all the Lenders.



(a) Except as provided in this Clause, any term of this Guarantee may be amended or waived with the agreement of the Guarantor and the Security Trustee. The
Security Trustee (acting on the instructions of an Instructing Group (as defined in the DPP), or otherwise in accordance with this Guarantee) may effect, on
behalf of any Finance Party, an amendment or waiver allowed under this Clause.
(b) The Security Trustee must promptly notify the other Parties of any amendment or waiver effected by it under paragraph (a) above. Any such amendment or
waiver is binding on all the Parties.
12.2 Exceptions
(a) An amendment or waiver which relates to:
(i) the definition of an Instructing Group in so far as it applies to this Guarantee;
(ii) Clause 2 (Guarantee) of this Guarantee;
(iii) a release of the Owner or the Guarantor other than in accordance with the terms of this Guarantee;
(iv) a term of this Guarantee which expressly requires the consent of each Lender;
(v) the right of a Lender to assign or transfer its rights or obligations under this Guarantee or the Finance Documents; or
(vi) this Clause,
(b) An amendment or waiver which relates to the rights or obligations of an Administrative Party may only be made with the consent of that Administrative Party.
12.3 Waivers and remedies cumulative
(a) may be exercised as often as necessary;
(b) are cumulative and not exclusive of its rights under the general law; and
(c) may be waived only in writing and specifically.
13.1 Assignments and transfers by the Guarantor

14





14. DISCLOSURE OF INFORMATION












However, before a third party may receive any confidential information, it must agree with the relevant Finance Party to keep that information confidential on the terms
of paragraph (a) above.


15. SET-OFF

Subject to the DPP, a Finance Party may set off any matured obligation owed to it by the Guarantor under this Guarantee (to the extent beneficially owned by that
Finance Party) against any obligation (whether or not matured) owed by that Finance Party to the Guarantor, 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.



13.2 Assignments and transfers by Lenders
(a) The Guarantor consents to any assignment, transfer, novation or change in Facility Office made by a Lender under the Credit Agreement.
(b) Any reference in this Guarantee to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under the Credit
Agreement and its Commitment has been cancelled or reduced to nil.
(a) Each Finance Party must keep confidential any information supplied to it by or on behalf of the Guarantor in connection with this Guarantee. However, a
Finance Party is entitled to disclose information:
(i) which is publicly available, other than as a result of a breach by that Finance Party of this Clause;
(ii) in connection with any legal or arbitration proceedings;
(iii) if required to do so under any law or regulation;
(iv) to a governmental, banking, taxation or other regulatory authority;
(v) to its professional advisers;
(vi) to the extent allowed under paragraph (b) below; or
(vii) with the agreement of the Guarantor.
(b) A Finance Party may disclose to an Affiliate or any person (a third party) with (or through) whom that Finance Party enters into (or may enter into) any kind
of transfer, participation or hedge agreement in relation to this Guarantee or any other transaction under which payments are to be made by reference to this
Guarantee or the Guarantor:
(i) a copy of this Guarantee; and
(ii) any information which that Finance Party has acquired under or in connection with this Guarantee.
(c) This Clause supersedes any previous confidentiality undertaking given by a Finance Party in connection with this Guarantee prior to it becoming a Party

15


16. PRO RATA SHARING 16.1 REDISTRIBUTION

If a Finance Party (the recovering Finance Party) receives or recovers any amount from the Guarantor other than in accordance with this Guarantee (a recovery) and
applies that amount to a payment due under this Guarantee or a Finance Document, then:











each Finance Party, on the request of the Security Trustee must reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that
Finance Party, together with interest for the period while it held the redistribution. In this event, the subrogation in paragraph (b) above will operate in reverse to the
extent of the reimbursement.


Notwithstanding any other term of this Clause, a recovering Finance Party need not pay a redistribution to the extent that:



(a) the recovering Finance Party must, within three Business Days, supply details of the recovery to the Security Trustee;
(b) the Security Trustee must calculate whether the recovery is in excess of the amount which the recovering Finance Party would have received if the recovery
had been received and distributed by the Security Trustee in accordance with the DPP without taking account of any Tax which would be imposed on the
Security Trustee in relation to the recovery or distribution; and
(c) the recovering Finance Party must pay to the Security Trustee an amount equal to the excess (the redistribution).
16.2 Effect of redistribution
(a) The Security Trustee must treat a redistribution as if it were a payment by the Guarantor under this Guarantee and distribute it among the Finance Parties, other
than the recovering Finance Party, accordingly.
(b) When the Security Trustee makes a distribution under paragraph (a) above, the recovering Finance Party will be subrogated to the rights of the Finance Parties
which have shared in that redistribution.
(c) If and to the extent that the recovering Finance Party is not able to rely on any rights of subrogation under paragraph (b) above, the Guarantor will owe the
recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged.
(d) If:
(i) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to the Guarantor; and
(ii) the recovering Finance Party has paid a redistribution in relation to that recovery,
16.3 Exceptions

16






17. SEVERABILITY

If a term of this Guarantee is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect:



18. COUNTERPARTS

This Guarantee may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this
Guarantee.

19. NOTICES











(a) it would not, after the payment, have a valid claim against the Guarantor in the amount of the redistribution; or
(b) it would be sharing with another Finance Party any amount which the recovering Finance Party has received or recovered as a result of legal or arbitration
proceedings, where:
(i) the recovering Finance Party notified the Security Trustee of those proceedings; and
(ii) the other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration
proceedings as soon as reasonably practicable after receiving notice of them.
(a) the legality, validity or enforceability in that jurisdiction of any other term of this Guarantee; or
(b) the legality, validity or enforceability in other jurisdictions of that or any other tern of this Guarantee.
19.1 In writing
(a) Any communication in connection with this Guarantee must be in writing and, unless otherwise stated, may be given:
(i) in person, by post or fax; or
(ii) to the extent agreed by the Parties making and receiving communication, by e-mail or other electronic communication.
(b) For the purpose of this Guarantee, an electronic communication will be treated as being in writing.
(c) Unless it is agreed to the contrary, any consent or agreement required under this Guarantee must be given in writing.
19.2 Contact details
(a) Except as provided below, the contact details of each Party for all communications in connection with this Guarantee are those notified by that Party for this
purpose to the Security Trustee on or before the date it becomes a Party.

17

















20. EXPENSES

Clause 24 (Expenses) of the Credit Agreement shall be deemed set out in this Guarantee in full as if each reference to the Owner were to the Guarantor and each
reference to the Finance Documents or this Guarantee were to this Guarantee.



(b) The contact details of the Guarantor for this purpose are:
Address: c/o Dryships Inc.
80 Kifissias Avenue
GR-151 25 Amaroussion
Greece
Fax number: +30 210 8090575
Attention: Mr. Ziad Nakhleh
(c) The contact details of the Security Trustee for this purpose are:
Address: c/o Deutsche Bank Luxembourg S.A.
2, Boulevard Konrad Adenauer
L-1115 Luxembourg
Luxembourg
Fax number: +352 42122 95771
Attention: Banu Ozkutan / Franz-Josef Ewerhardy, International Loans and Agency Services
(d) Any Party may change its contact details by giving five Business Days notice to the Security Trustee or (in the case of the Security Trustee) to the other
Parties.
(e) Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that
department or officer.
19.3 Effectiveness
(a) Except as provided below, any communication in connection with this Guarantee will be deemed to be given as follows:
(i) if delivered in person, at the time of delivery;
(ii) if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope;
(iii) if by fax, when received in legible form; and
(iv) if by e-mail or any other electronic communication, when received in legible form.
(b) A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed to be
given on the next working day in that place.
(c) All communications under this Guarantee to or from the Guarantor must be sent through the Security Trustee.

18


21. LANGUAGE





22. GOVERNING LAW

This Guarantee and any non-contractual obligations arising out of or in connection with it, is governed by and shall be construed in accordance with English law and the
parties irrevocably submit to the jurisdiction of the Courts of England and Wales, including in connection with any dispute relating to any non-contractual obligations
arising out of or in connection with this Guarantee.

23. ENFORCEMENT













(a) Any notice given in connection with this Guarantee must be in English.
(b) Any other document provided in connection with a Finance Document must be:
(i) in English; or
(ii) (unless the Security Trustee otherwise agrees) accompanied by a certified English translation. In this case, the English translation prevails unless the document
is a statutory or other official document.
23.1 Jurisdiction
(a) The English courts have exclusive jurisdiction to settle any dispute in connection this Guarantee or any non-contractual obligations in connection with it.
(b) The English courts are the most appropriate and convenient courts to settle any such dispute in connection with this Guarantee and any Finance Document. The
Guarantor agrees not to argue to the contrary and waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings
in connection with this Guarantee and any Finance Document.
(c) This Clause is for the benefit of the Finance Parties only. To the extent allowed by law, a Finance Party may take:
(i) proceedings in any other court; and
(ii) concurrent proceedings in any number of jurisdictions.
(d) References in this Clause to a dispute in connection with a Finance Document includes any dispute as to the existence, validity or termination of that Finance
Document.
23.2 Service of process
(a) The Guarantor irrevocably appoints Ince Process Agents Ltd of International House, 5th Floor, 1 St. Katharines Way, London E1W 1AY (attn: Mr. Michael
Volikas) as its agent under the Finance Documents for service of process in any proceedings before the English courts in connection with any Finance
Document.
(b) If any person appointed as process agent under this Clause is unable for any reason to so act, the Guarantor must immediately (and in any event within five (5)
days of the event taking place) appoint another agent on terms acceptable to the Security Trustee. Failing this, the Security Trustee may appoint process
another agent for this purpose.

19






The Guarantor irrevocably and unconditionally:





24. MISCELLANEOUS

This Guarantee is a Security Document.

IN WITNESS WHEREOF this Guarantee has been entered into as a deed by the parties to it on the day and year first above written.



(c) The Guarantor agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
(d) This Clause does not affect any other method of service allowed by law.
23.3 Waiver of immunity
(a) agrees not to claim any immunity from proceedings brought by a Finance Party against it in relation to a Finance Document and to ensure that no such claim is
made on its behalf;
(b) consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and
(c) waives all rights of immunity in respect of it or its assets.

20




SCHEDULE I

ORIGINAL LENDERS

Deutsche Bank AG, London Branch

Eksportfinans ASA

The Export-Import Bank of Korea

DVB Bank N.V., Nordic Branch

Helaba Landesbank Hessen-Thuringen Girozentrale, New York Branch







21




SIGNATORIES


The Sponsor




Security Trustee

By: /s/ Carole Roth /s/ Dr. Bastian [Illegible]
Carole Roth Dr. Bastian [Illegible]

as attorney for

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHFT


Facility Agent for itself and on behalf of the Original Lenders

By: /s/ M. Heinemann /s/ Ewerhardy
M. Heinemann Ewerhardy

as attorney for

DEUTSCHE BANK LUXEMBOURG S.A.


SIGNED as a deed by )
DRYSHIPS INC. ) /s/ Dimitrios Glynos
acting by its attorney DIMITRIOS GLYNOS ) DryShips Inc. by its attorney
in the presence of: )

Witness's Signature: /s/ Nikiforos G. Sifakis
Name: Nikiforos G. Sifakis
Attorney-at-law
Address: 52, Ag. Konstantinous Street, 15124 Marousi
Athens, Greece
Tel.: +30 210 6140810
Fax: +30 210 6140267

22


Exhibit 4.35
EXECUTION VERSION



DEED OF RELEASE AND AMENDMENT



14 MAY 2012

DRILLSHIP SKOPELOS OWNERS INC.
(as Owner)

OCEAN RIG DRILLING OPERATIONS B.V.
(as Bareboat Charterer)

DRYSHIPS INC
(as Sponsor)

and
OCEAN RIG UDW INC.
(as Ocean Rig)

DRILLSHIPS INVESTMENT INC.
(as Parent Shareholder)

SKOPELOS SHAREHOLDERS INC.
(as Parent)

with


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)


DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCH FT
(as Security Trustee)

DEUTSCHE BANK AG, LONDON BRANCH
(as Bookrunner and Mandated Lead Arranger)

and

DEUTSCHE BANK AG, LONDON BRANCH
(as Account Bank)












CONTENTS
Clause Page
1. Definitions and Interpretation 2
2. Sponsor Release 2
3. Amendments, amendments and restatements 2
4. Ocean Rig and Bareboat Charterer Confirmations 3
5. Joint and Several Liability 7
6. Notices 7
7. Finance Documents 7
8. Counterparts 8
9. Governing Law 8
10. Enforcement 8
11. Service of Process 8


Schedule
1 . Original Lenders 9
2. Form of Effective Date Notice 10
3. Conditions Precedent 11
4. Form of Amended and Restated Credit Agreement 12
5. Form of Amended and Restated DPP 13
6. Form of Sponsor Guarantee 14


Signatories 15



THIS DEED OF RELEASE AND AMENDMENT is dated 14 May 2012

BETWEEN:












WHEREAS:






(1) DRILLSHIP SKOPELOS OWNERS INC. a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MI-I 96960 as borrower (the Owner );
(2) OCEAN RIG DRILLING OPERATIONS B.V. a private company with limited liability (beslotenvennootschap) under the laws of the Netherlands, having its
registered office at Claude Debussylaan 24, 1082 MD Amsterdam, the Netherlands, registered in the Netherlands in the trade register of the Amsterdam Chamber of
Commerce under number 34392532 as bareboat charterer (the Bareboat Charterer );
(3) DRYSHIPS INC. a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH 96960 (the Sponsor );
(4) OCEAN RIG UDW INC., a corporation incorporated in the Marshall Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands MH 96960 as guarantor (Ocean Rig );
(5) DRILLSHIPS INVESTMENT INC., a corporation incorporated in the Marshall Islands and the sole shareholder of the Parent whose registered office is at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the Parent Shareholder );
(6) SKOPELOS SHAREHOLDERS INC., a corporation incorporated in the Marshall Islands and the sole shareholder of the Owner whose registered office is at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the Parent );
(7) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent for itself and on behalf of the financial institutions listed in Schedule 1 (Original Lenders) as original
lenders (the Original Lenders) (in this capacity the Facility Agent );
(8) DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT as security trustee (in this capacity the Security Trustee ) ;
(9) DEUTSCHE BANK AG, LONDON BRANCH as bookrunner and mandated lead arranger and bookrunner (in this capacity the Bookrunner and Mandated Lead
Arranger );
(10) DEUTSCHE BANK AG, LONDON BRANCH as account bank (the Account Bank ); and
(11) DEUTSCHE BANK AG, LONDON BRANCH as swap bank (in this capacity the Swap Bank ).
(A) Pursuant to a credit agreement dated 18 July 2008 as amended from time-to-time and most recently amended and restated on 20 February 2012 (the Credit Agreement)
and now between, amongst others, the Owner as borrower, the Facility Agent and the Security Trustee, the Owner has agreed to borrow and the Original Lenders have
agreed to lend upon the terms and conditions mentioned in the Credit Agreement.

1



IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION


Amended and Restated Credit Agreement means the Credit Agreement in the form attached at Schedule 4 (Form of Amended and Restated Credit Agreement).

Credit Agreement Parties means the Owner, the Bookrunner and Mandated Lead Arranger, the Lenders, the Swap Bank, the Facility Agent and the Security Trustee.

DPP Parties means the Owner, the Bareboat Charterer, Ocean Rig, the Lenders, the Swap Bank, the Facility Agent, the Security Trustee and the Account Bank.

Effective Date means the date of execution by the Facility Agent of the Effective Date Notice.

Effective Date Notice means a notice to be signed by the Facility Agent substantially in the form set out in Schedule 2 (Form of Effective Date Notice) to this Deed.

Parties means the parties to this Deed.

Sponsor Guarantee means the guarantee and indemnity from the Sponsor in favour of the Security Trustee, substantially in the form attached at Schedule 6 (Form of
Sponsor Guarantee) to this Deed


2. SPONSOR RELEASE

The Finance Parties agree that with effect from the Effective Date:

(a) the Sponsor Construction and Post-Delivery Guarantee is released and discharged;



3. AMENDMENTS, AMENDMENTS AND RESTATEMENTS




(B) The Finance Parties have agreed, amongst other things, to release and discharge the Sponsor Construction and Post-Delivery Guarantee.
(C) Accordingly, the Parties have agreed to amend, or amend and restate, certain of the Finance Documents as set out in this Deed.
(a) In this Deed (including the recitals hereto) capitalised terms defined in the Amended and Restated Credit Agreement have, unless specified, the same meaning, and:
(b) Clause 1.2 of the Credit Agreement shall be deemed to be part of this Deed and is hereby incorporated as if set out in full but with references therein to the Credit
Agreement being replaced by references to this Deed.
(b) the Finance Parties shall have no further rights under the Sponsor Construction and Post-Delivery Guarantee and the Sponsor shall be released from any and all
of its obligations under the Sponsor Construction and Post-Delivery Guarantee; and
(c) the Sponsor shall be released from any and all of its obligations under any of the Finance Documents to which it is a party (save for the Sponsor Guarantee).
(a) The Credit Agreement Parties each agree and acknowledge that on and from the Effective Date the Credit Agreement will be amended and restated so that it takes effect
in the form of the document as set out in Schedule 4 (Form of Amended and Restated Credit Agreement).

2







4. OCEAN RIG AND BAREBOAT CHARTERER CONFIRMATIONS

Each of Ocean Rig and the Bareboat Charterer confirms that notwithstanding the amendments contemplated by this Deed, its obligations arising under the Ocean Rig
Guarantee in the case of Ocean Rig and under the Bareboat Charterer Guarantee in the case of the Bareboat Charterer shall remain unaffected and in full force and
effect in respect of the obligations of the Owner under the Finance Documents with the exception of the amendments below:


(i) In clause 1.1, the following new definitions shall be added:

"Cash means:







(b) The DPP Parties each agree and acknowledge that on and from the Effective Date the DPP will be amended and restated so that it takes effect in the form of the
document as set out in Schedule 5 (Form of Amended and Restated DPP).
(c) Each of the Parent and the Parent Shareholder and the Security Trustee (as parties to the Share Charge) agree and acknowledge in respect of clause 20.2 of the Share
Charge, that the reference to "the Sponsor" shall be deleted and replaced with "Ocean Rig".
(d) Each of the Owner and the Security Trustee (as parties to the Floating Charge) agree and acknowledge that the reference to "or the Sponsor" in clause 7.2(a) of the
Floating Charge is deleted.
(e) Each of the Owner and the Security Trustee (as parties to the Management Agreement Assignment) agree and acknowledge that the reference to "the Sponsor" in
clause 3.1 of the Management Agreement Assignment shall be deleted and replaced with "the Manager".
(f) Each of the Owner and the Security Trustee (as parties to the General Assignment) agree and acknowledge that the reference to "or the Sponsor" in paragraph (b) of the
definition of "Assigned Rights" in clause 1.1 of the General Assignment shall be deleted.
(g) The Facility Agent shall serve the Effective Date Notice on the other parties to this Deed when it has received all of the conditions precedent set out in Schedule 3
(Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of all of the Lenders).
(a) With effect from the Effective Date, the following amendments will be made to the Ocean Rig Guarantee:
(a) cash in hand legally and beneficially owned by a member of the Group; and
(b) cash deposits legally and beneficially owned by a member of the Group, and which are deposited with (i) the Lenders, (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, (iii) EFG Eurobank Ergasias S.A. or (iv) any other bank or financial institution approved by the Facility
Agent (on behalf of the Majority Lenders) which in each case:
(A) is free from any Security Interest, other than pursuant to the Security Documents;
(B) is otherwise at the free and unrestricted disposal of the relevant member of the Group , by which it is owned; and

3


"Cash Equivalents means at any time:









in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is
not issued or guaranteed by any member of the Group or subject to any Security Interest."

"Restricted Cash means cash deposits legally and beneficially owned by a member of the Group, and which are deposited (i) in the Debt Service Reserve
Account; (ii) in the Debt Service Reserve Account (as defined in the Sister Loan Agreement); and (iii) in the accounts of Drillships Holdings Inc. held with
Nordea Bank Finland plc. and ABN AMRO Bank N.V. in which Drillships Holdings Inc. shall maintain its minimum liquidity in line with the provisions of the
loan agreement dated 15 April 2011 between, amongst others, Drillships Holdings Inc. as borrower and Nordea Bank Finland plc as agent, in respect of the
financing of the Group vessels "OCR Corcovado" and "OCR Olympia"; and (iv) in the accounts of





(C) in the case of cash in hand or cash deposits held by a member of the Group, other than the Owner, is (in the opinion of the Facility Agent,
upon such documents and evidence as the Facility Agent may require the Owner to provide in order to form the basis of such opinion)
capable or, upon the occurrence of an Event of Default, would become capable of being paid without restriction to the Owner within five (5)
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 an intercompany loan from the Borrower to that Subsidiary."
(a) any investment in marketable debt obligations issued or guaranteed by (i) agovernment 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 5 days' notice; or
(d) any other debt security approved by the Facility Agent (on behalf of the Majority Lenders),

4

Drill Rigs Holdings Inc. (or its subsidiaries) held with DNB Bank ASA in line with the minimum liquidity clause of the loan agreement dated 19 November
2009 between, amongst others, various companies as borrower and DNB as agent, in respect of the financing of the Group vessels "Eirik Raude" and "Leiv
Eiriksson"."


"Secured Liabilities means all present and future obligations and liabilities (actual or contingent) of the Owner, the Parent, the Parent
Shareholder, the Sister Owner, the Sister Parent or the Guarantor to the Secured Parties or any of them under or in connection with any
Finance Document or any Sister Finance Document.";


"the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or
security over assets of, any person (including, without limitation, the right to make a claim against the Bareboat Charterer under the
Bareboat Charterer Guarantee and the neglect to take up or enforce the Bareboat Charterer Guarantee);";


"The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or
enforce any other right or security or claim payment from any person before claiming from the Guarantor under this Clause (including,
without limitation, proceeding against or enforcing any right to claim payment from the Bareboat Charterer under the Bareboat Charterer
Guarantee).";


"refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its
behalf) against those amounts (including, without limitation, the right to make a claim against the Bareboat Charterer under the Bareboat
Charterer Guarantee);";


"be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Guarantor's
liability under this Clause (including, in particular but without limitation, any right of contribution or indemnity from the Bareboat Charterer
as guarantor under the Bareboat Charterer Guarantee);";


(b) pay any dividend or make any other form of distribution or effect any form of redemption or return of share capital, provided that
the Guarantor may in any financial year pay a dividend or make any such other form of distribution which does not exceed in
aggregate 50 per cent. of the Net Income for such financial year subject to:



(ii) In clause 1.1, the definition of "Secured Liabilities" shall be deleted and replaced with the following:
(iii) Clause 2.5(c) shall be deleted and replaced with the following:
(iv) Clause 2.6(a) shall be deleted and replaced with the following:
(v) Clause 2.7(a)(i) shall be deleted and replaced with the following:
(vi) Clause 2.8(ii) shall be deleted and replaced with the following:
(vii) Clause 7.10(b) shall be deleted and replaced with the following:

5










"the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or
security over assets of, any person (including, without limitation, the right to make a claim against Ocean Rig under the Ocean Rig
Guarantee and the neglect to take up or enforce the Ocean Rig Guarantee);";


"The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or
enforce any other right or security or claim payment from any person before claiming from the Guarantor under this Clause (including,
without limitation, proceeding against or enforcing any right to claim payment from Ocean Rig under the Ocean Rig Guarantee).";


"refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its
behalf) against those amounts (including, without limitation, the right to make a claim against Ocean Rig under the Ocean Rig Guarantee);
or";




(i) the Guarantor procuring that notwithstanding Clause 7.14(e) below, on, and at all times during the period of twelve (12) months
from, the date of payment of such dividend, making of any such other form of distribution, or effecting of any such form of
redemption or return of share capital, Ocean Rig and all other members of the Group shall have and shall maintain Cash, Cash
Equivalents and Restricted Cash in an aggregate amount of not less than US$200,000,000, evidence of compliance to be provided
prior to any such dividend, or other form of distribution by way of a cash-flow forecast including details of:
(A) all committed payments in relation to capital expenditure;
(B) scheduled repayments of debt; and
(C) scheduled debt drawdowns under committed facilities; and
(ii) no Event of Default having occurred and which is continuing at the relevant time or resulting from the payment of a dividend or the
making of any other form of distribution.";
(viii) Clause 7.14(e) shall be deleted and replaced with the following:
"(e) subject to Clause 7.10(b), at all times there is available to the Guarantor and all the other members of the Group an aggregate
amount of not less than US$100,000,000 in immediately freely available and unencumbered bank or cash balances.".
(b) The following amendments will be made to the Bareboat Charterer Guarantee:
(i) Clause 2.4(c) shall be deleted and replaced with the following:
(ii) Clause 2.5(a) shall be deleted and replaced with the following:
(iii) Clause 2.6(a)(i) shall be deleted and replaced with the following:
(iv) Clause 2.7(ii) shall be deleted and replaced with the following:

6

"be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Guarantor's
liability under this Clause (including, in particular but without limitation, any right of contribution or indemnity from Ocean Rig as
guarantor under the Ocean Rig Guarantee);";


"maintain and preserve the Vessel in good working order and repair (ordinary wear and tear excepted), seaworthy, in efficient operating
condition and, in any event, to a standard at least equivalent to vessels managed and/or operated by the Manager and Ocean Rig's group and
the recommendations of the Builder;".


In respect of the guarantee and indemnity of the Owner's obligations under the Finance Documents provided by each of the Bareboat Charterer and Ocean Rig under
the Bareboat Charterer Guarantee and the Ocean Rig Guarantee respectively, and where any obligation, representation, warranty or undertaking is expressed to be
made, undertaken or given by the Bareboat Charterer in the Bareboat Charterer Guarantee and by Ocean Rig in the Ocean Rig Guarantee, the Bareboat Charterer and
Ocean Rig shall be jointly and severally responsible in respect of it. The Security Trustee may take action against or release or compromise in whole or in part the
liability of any other party under this Deed or grant any time or other indulgence without affecting the liability of the others.


Clause 19 (Notices) of the DPP (as attached at Schedule 5) shall apply to this Deed as if set out in full herein, with the addition of the following contact details for the
Parent and the Parent Shareholder:








(v) Clause 7.13(a) shall be deleted and replaced with the following:
5. JOINT AND SEVERAL LIABILITY
6. NOTICES
Address: c/o Ocean Rig UDW Inc.
10 Skopa st. Tribune House
P.C. 1075, Nicosia
Cyprus

Fax number: +357 22 76 75 15

Attention: Mr Savvas D Georgiades
7. FINANCE DOCUMENTS
(a) This Deed is a Finance Document.
(b) The Parties each agree that as of the Effective Date each reference in the Finance Documents (other than in this Deed) to the Credit Agreement, the DPP, the Ocean Rig
Guarantee, the Bareboat Charterer Guarantee, Share Charge, the Floating Charge, the Management Agreement Assignment and the General Assignment (including the
Schedules (howsoever described)) shall be construed as a reference to that document as amended, or as the case may be amended and restated in accordance with the
terms of this Deed.
(c) Save as expressly provided in this Deed, each of the Parties confirms that each of the Finance Documents to which it is a party remains in full force and effect.

7




This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.


This Deed and any non-contractual obligations arising out of or in connection with it, is governed by and shall be construed in accordance with English law and the
parties irrevocably submit to the jurisdiction of the Courts of England and Wales, including in connection with any dispute relating to any non-contractual obligations
arising out of or in connection with this Deed.


Clause 36 (Enforcement) of the Amended and Restated Credit Agreement shall apply to this Deed as if set out in full herein.






IN WITNESS WHEREOF this DEED has been entered into by the parties to it on the day and year first above written.





8. COUNTERPARTS
9. GOVERNING LAW
10. ENFORCEMENT
11. SERVICE OF PROCESS
(a) Each of the Owner, the Bareboat Charterer, the Sponsor and Ocean Rig, the Parent and the Parent Shareholder irrevocably appoints Ince Process Agents Ltd of
International House, 5th Floor, 1st Katherine's Way, London, ElW 1 AY (attn: Mr. Michael Volikas) as its agent under this Deed for service of process in any
proceedings before the English courts in connection with this Deed.
(b) If any person appointed as process agent under this Clause is unable for any reason to act as agent for service of process, the party appointing such process agent must
forthwith (and in any event within five (5) days of the event taking place) appoint another agent on terms acceptable to the Security Trustee (acting reasonably). Failing
this, the Security Trustee may appoint another process agent for this purpose.
(c) The Owner, the Bareboat Charterer, the Sponsor and Ocean Rig each agree that failure by a process agent to notify it of any process will not invalidate the relevant
proceedings.
(d) This Clause 11 does not affect any other method of service allowed by law.

8







SCHEDULE 1

ORIGINAL LENDERS

Deutsche Bank AG, London Branch

Eksportfinans ASA

The Export-Import Bank of Korea

DVB Bank N.V., Nordic Branch

Helaba Landesbank Hessen-Th ringen Girozentrale, New York Branch





9







SCHEDULE 2

FORM OF EFFECTIVE DATE NOTICE

Deed of Release and Amendment dated [ ] 2012 in relation to, amongst other things, a credit agreement between, amongst others, Drillship Skopelos Owners Inc. as
borrower and Deutsche Bank Luxembourg S.A. as facility agent and dated 18 July 2008 as amended from time-to-time in respect of the drillship "Ocean Rig
Mykonos" (the Agreement) (the Deed of Release and Amendment)

We refer to the Deed of Release and Amendment. Terms not defined herein are as defined in the Deed of Release and Amendment.

Pursuant to clause 3 of the Deed of Release and Amendment, we hereby confirm that the conditions precedent set out in Schedule 3 (Conditions Precedent) to the Deed of
Release and Amendment have been satisfied. Accordingly, the Effective Date shall be [ ] 2012.


For and on behalf of
Deutsche Bank Luxembourg S.A.
in its capacity as Facility Agent

___________________
By:

Title:

Dated: [ ] 2012





10





SCHEDULE 3

CONDITIONS PRECEDENT










together with a certified copy of the related shareholder resolutions of each of those entities where applicable.







1. An original of each of the following documents (the Documents) duly executed by the parties to them, together with all notices thereto:
(a) this Deed; and
(b) the Sponsor Guarantee.
2. From and in relation to the Owner, the Bareboat Charterer, Ocean Rig, the Parent and the Parent Shareholder refresh certificates, update report or, as the case may be
confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in part 1 of schedule 2 to the Credit Agreement at paragraphs
2, 3, 18, 19 and 21.
3. Up-to-date certificates of good standing of Owner, Ocean Rig, the Parent, the Parent Shareholder and the Sponsor dated no more than two Business Days prior to the
Effective Date.
4. A certified copy of a resolution of the board of directors of each of the Owner, the Parent, the Parent Shareholder, the Sponsor, Ocean Rig and the Bareboat Charterer:
(a) approving the terms of, and the transactions contemplated by, the Documents to which it is party and resolving that it executes each such Document then to be
executed;
(b) authorising a specified person or persons to execute on its behalf the Documents to which it is party, then to be executed; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in
connection with the Documents to which it is party then to be executed,
5. A power of attorney of each of the Owner, the Parent, the Parent Shareholder, the Sponsor, Ocean Rig and the Bareboat Charterer issued, and not amended or rescinded,
authorising the execution by the attorneys named therein of the Documents to which it is party.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 4 and 5 above.
7. Evidence of appointment of process agent by each of the Bareboat Charterer, Ocean Rig, the Owner, the Parent, the Parent Shareholder and the Sponsor in relation to
each of the Documents to which it is a party.
8. Copies of such other documents and/or legal opinions which, based on legal advice received from the relevant advisers referred to in this Deed and which are
reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to, or in connection with, any of the Documents.

11



SCHEDULE 4

FORM OF AMENDED AND RESTATED CREDIT AGREEMENT






12

SCHEDULE 5

FORM OF AMENDED AND RESTATED DPP




13

SCHEDULE 6

FORM OF SPONSOR GUARANTEE




14




SIGNATORIES

SKOPELOS DEED OF REALEASE, UNDERTAKING AND AMENDMENT

Owner



The Sponsor






SIGNED as a deed by )
DRILLSHIP SKOPELOS OWNERS INC. ) /s/ Dimitrios Glynos
acting by its attorney DIMITRIOS GLYNOS ) Drillship Skopelos Owners Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street 15124-Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267
SIGNED as a deed by )
DRYSHIPS INC. ) /s/ Dimitrios Glynos
acting by its attorney DIMITRIOS GLYNOS ) DryShips Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street-15124 Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267

15

Ocean Rig





The Bareboat Charterer





SIGNED as a deed by )
OCEAN RIG UDW INC. ) /s/ Dimitrios Glynos
acting by its attorney DIMITRIOS GLYNOS ) Ocean Rig UDW Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street 15124 Marousi
Athens Greece
Tel: +302106140810
Fax: +302106140267
SIGNED as a deed by )
OCEAN RIG DRILLING OPERATINS B.V. ) /s/ Dimitrios Glynos
by its attorney ) Ocean Rig Drilling Operatins B.V. by its attorney
)
in the presence of: )
Witnesss Signature /s/ [Illegible]

Name: [Illegible]

Address:




16

The Parent Shareholder




The Parent





SIGNED as a deed by )
DRILLSHIPS INVESTMENT INC. ) /s/ Dimitrios Glynos
acting by its attorney DIMITRIOS GLYNOS ) Drillships Investment Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street-15124 Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267
SIGNED as a deed by )
SKOPELOS SHAREHOLDERS INC. ) /s/ Dimitrios Glynos
acting by its attorney DIMITRIOS GLYNOS ) Skopelos Shareholders Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street-15124 Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267

17








The Facility Agent for itself and on behalf of each Lender

By: /s/ M. Heinemann /s/ Ewerhardy
M. Heinemann Ewerhardy

as authorized signatory for

DEUTSCHE BANK LUXEMBOURG S.A.



The Security Trustee

By: /s/ Carola Roth /s/ Dr. Bastian [Illegible]
Carola Roth Dr. Bastian [Illegible]

as authorized signatory for

DEUTSCHE BANK AG FILIALE DEUTSCHLANDESCHFT

The Bookrunner and Mandated Lead Arranger

By: /s/ Ross D. Cloney /s/ Daniel Pietrzak
Ross D. Cloney Daniel Pietrzak
Authorised Signatory Managing Director

as authorized signatory for

DEUTSCHE BANK AG, LONDON BRANCH



The Account Bank

By: /s/ Ross D. Cloney /s/ Daniel Pietrzak
Ross D. Cloney Daniel Pietrzak
Authorised Signatory Managing Director

as authorized signatory for

DEUTSCHE BANK AG, LONDON BRANCH

18






The Swap Bank

By: /s/ Ross D. Cloney /s/ Daniel Pietrzak
Ross D. Cloney Daniel Pietrzak
Authorised Signatory Managing Director

as authorized signatory for

DEUTSCHE BANK AG, LONDON BRANCH


19


Exhibit 4.36

EXECUTION VERSION

DEED OF RELEASE AND AMENDMENT



14 MAY 2012

DRILLSHIP KITHIRA OWNERS INC.
(as Owner)

OCEAN RIG POSEIDON OPERATIONS INC.
(as Bareboat Charterer)

DRYSHIPS INC
(as Sponsor)

and
OCEAN RIG UDW INC.
(as Ocean Rig)

DRILLSHIPS INVESTMENT INC.
(as Parent Shareholder)

KITHIRA SHAREHOLDERS INC.
(as Parent)

with

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)

DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT
(as Security Trustee)

DEUTSCHE BANK AG, LONDON BRANCH
(as Bookrunner and Mandated Lead Arranger)

and

DEUTSCHE BANK AG, LONDON BRANCH
(as Account Bank)










C ONTENTS
Clause Page

1. Definitions and Interpretation 2
2. Sponsor Release 2
3. Amendments, amendments and restatements 2
4. Ocean Rig and Bareboat Charterer Confirmations 3
5. Joint and Several Liability 7
6. Notices 7
7. Finance Documents 7
8. Counterparts 7
9. Governing Law 8
10. Enforcement 8
11. Service of Process 8

Schedule

1. Original Lenders 9
2. Form of Effective Date Notice 10
3. Conditions Precedent 11
4. Form of Amended and Restated Credit Agreement 13
5. Form of Amended and Restated DPP 14
6. Form of Sponsor Guarantee 15

Signatories 16



THIS DEED OF RELEASE AND AMENDMENT is dated May 2012

BETWEEN :












WHEREAS :





(1) DRILLSHIP KITHIRA OWNERS INC. a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower (the Owner );
(2) OCEAN RIG POSEIDON OPERATIONS INC. (formerly Tanzania Operations Inc.), a company incorporated under the laws of the Marshall Islands with registered
number 47778 with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as bareboat charterer (the
Bareboat Charterer );
(3) DRYSHIPS INC. a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH 96960 (the Sponsor );
(4) OCEAN RIG UDW INC. , a corporation incorporated in the Marshall Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands MH 96960 as guarantor ( Ocean Rig );
(5) DRILLSHIPS INVESTMENT INC. , a corporation incorporated in the Marshall Islands and the sole shareholder of the Parent whose registered office is at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the Parent Shareho l der );
(6) KITHIRA SHAREHOLDERS INC. , a corporation incorporated in the Marshall Islands and the sole shareholder of the Owner whose registered office is at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the Parent );
(7) DEUTSCHE BANK LUXEMBOURG S.A. as facility agent for itself and on behalf of the financial institutions listed in Schedule 1 (Original Lenders) as original
lenders (the Original Lenders ) (in this capacity the Facility Agent );
(8) DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT as security trustee (in this capacity the Security Trustee );
(9) DEUTSCHE BANK AG, LONDON BRANCH as bookrunner and mandated lead arranger and bookrunner (in this capacity the Bookrunner and Mandated Lead
Arranger );
( 10) DEUTSCHE BANK AG, LONDON BRANCH as account bank (the Account Bank ); and
(11) DEUTSCHE BANK AG, LONDON BRANCH as swap bank (in this capacity the Swap Bank ).
(A) Pursuant to a credit agreement dated 18 July 2008 as amended from time-to-time and most recently amended and restated on 25 August 2011 (the Credit Agreement )
and now between, amongst others, the Owner as borrower, the Facility Agent and the Security Trustee, the Owner has agreed to borrow and the Original Lenders have
agreed to lend upon the terms and conditions mentioned in the Credit Agreement.
(B) The Finance Parties have agreed, amongst other things, to release and discharge the Sponsor Construction and Post-Delivery Guarantee.

1


IT IS AGREED as follows:












The Finance Parties agree that with effect from the Effective Date:









(C) Accordingly, the Parties have agreed to amend, or amend and restate, certain of the Finance Documents as set out in this Deed.
1. DEFINITIONS AND INTERPRETATION
(a) In this Deed (including the recitals hereto) capitalised terms defined in the Amended and Restated Credit Agreement have, unless specified, the same meaning, and:
Amended and Restated Credit Agreement means the Credit Agreement in the form attached at Schedule 4 (Form of Amended and Restated Credit Agreement).
Credit Agreement Parties means the Owner, the Bookrunner and Mandated Lead Arranger, the Lenders, the Swap Bank, the Facility Agent and the Security Trustee.
DPP Parties means the Owner, the Bareboat Charterer, Ocean Rig, the Lenders, the Swap Bank, the Facility Agent, the Security Trustee and the Account Bank.
Effective Date means the date of execution by the Facility Agent of the Effective Date Notice.
Effective Date Notice means a notice to be signed by the Facility Agent substantially in the form set out in Schedule 2 (Form of Effective Date Notice) to this Deed.
Parties means the parties to this Deed.
Sponsor Guarantee means the guarantee and indemnity from the Sponsor in favour of the Security Trustee, substantially in the form attached at Schedule 6 (Form of
Sponsor Guarantee) to this Deed.
(b) Clause 1.2 of the Credit Agreement shall be deemed to be part of this Deed and is hereby incorporated as if set out in full but with references therein to the Credit
Agreement being replaced by references to this Deed.
2. SPONSOR RELEASE
(a) the Sponsor Construction and Post-Delivery Guarantee is released and discharged;
(b) the Finance Parties shall have no further rights under the Sponsor Construction and Post-Delivery Guarantee and the Sponsor shall be released from any and all of its
obligations under the Sponsor Construction and Post-Delivery Guarantee; and
(c) the Sponsor shall be released from any and all of its obligations under any of the Finance Documents to which it is a party (save for the Sponsor Guarantee).
3. AMENDMENTS, AMENDMENTS AND RESTATEMENTS
(a) The Credit Agreement Parties each agree and acknowledge that on and from the Effective Date the Credit Agreement will be amended and restated so that it takes effect
in the form of the document as set out in Schedule 4 (Form of Amended and Restated Credit Agreement).
(b) The DPP Parties each agree and acknowledge that on and from the Effective Date the DPP will be amended and restated so that it takes effect in the form of the
document as set out in Schedule 5 (Form of Amended and Restated DPP).

2











" Cash means:








(c) Each of the Owner and the Security Trustee (as parties to the Bareboat Charterer Pledge of Shares) agree and acknowledge in respect of clause 20.2 of the Bareboat
Charterer Pledge of Shares, and each of Ocean Rig, the Parent and the Parent Shareholder (as parties to the Share Charge) agree and acknowledge in respect of clause
20.2 of the Share Charge, that the reference to "the Sponsor" in each such clause 20.2. shall be deleted and replaced with "Ocean Rig".
(d) Each of the Owner and the Security Trustee (as parties to the Floating Charge) agree and acknowledge that the reference to "or the Sponsor" in clause 7.2(a) of the
Floating Charge is deleted.
(e) Each of the Owner and the Security Trustee (as parties to the Management Agreement Assignment) agree and acknowledge that the reference to "the Sponsor" in clause
3.1 of the Management Agreement Assignment shall be deleted and replaced with "the Manager".
(f) Each of the Owner and the Security Trustee (as parties to the General Assignment) agree and acknowledge that the reference to "or the Sponsor" in paragraph (b) of the
definition of "Assigned Rights" in clause 1.1 of the General Assignment shall be deleted.
(g) The Facility Agent shall serve the Effective Date Notice on the other parties to this Deed when it has received all of the conditions precedent set out in Schedule 3
(Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of all of the Lenders).
4. OCEAN RIG AND BAREBOAT CHARTERER CONFIRMATIONS

Each of Ocean Rig and the Bareboat Charterer confirms that notwithstanding the amendments contemplated by this Deed, its obligations arising under the Ocean Rig
Guarantee in the case of Ocean Rig and under the Bareboat Charterer Guarantee in the case of the Bareboat Charterer shall remain unaffected and in full force and effect
in respect of the obligations of the Owner under the Finance Documents with the exception of the amendments below:
(a) With effect from the Effective Date, the following amendments will be made to the Ocean Rig Guarantee:
(i) In clause 1.1, the following new definitions shall be added:
(a) cash in hand legally and beneficially owned by a member of the Group; and
(b) cash deposits legally and beneficially owned by a member of the Group, and which are deposited with (i) the Lenders, (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, (iii) EFG Eurobank Ergasias S.A. or (iv) any other bank or financial institution approved by the Facility Agent (on
behalf of the Majority Lenders) which in each case:
(A) is free from any Security Interest, other than pursuant to the Security Documents;
(B) is otherwise at the free and unrestricted disposal of the relevant member of the Group , by which it is owned; and
(C) in the case of cash in hand or cash deposits held by a member of the Group, other than the Owner, is (in the opinion of the Facility Agent, upon such

3



" Cash Equivalents means at any time:
















documents and evidence as the Facility Agent may require the Owner to provide in order to form the basis of such opinion) capable or, upon the
occurrence of an Event of Default, would become capable of being paid without restriction to the Owner within five (5) 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 an
intercompany loan from the Borrower to that Subsidiary."
(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 5 days' notice; or
(d) any other debt security approved by the Facility Agent (on behalf of the Majority Lenders),
in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not
issued or guaranteed by any member of the Group or subject to any Security Interest."
" Restricted Cash means cash deposits legally and beneficially owned by a member of the Group, and which are deposited (i) in the Debt Service Reserve
Account; (ii) in the Debt Service Reserve Account (as defined in the Sister Loan Agreement); and (iii) in the accounts of Drillships Holdings Inc. held with
Nordea Bank Finland plc. and ABN AMRO Bank N.V. in which Drillships Holdings Inc. shall maintain its minimum liquidity in line with the provisions of
the loan agreement dated 15 April 2011 between, amongst others, Drillships Holdings Inc. as borrower and Nordea Bank Finland plc as agent, in respect of
the financing of the Group vessels "OCR Corcovado" and "OCR Olympia"; and (iv) in the accounts of Drill Rigs Holdings Inc. (or its subsidiaries) held
with DNB Bank ASA in line with the minimum liquidity clause of the loan agreement dated 19 November 2009 between, amongst others, various
companies as borrower and DNB as agent, in respect of the financing of the Group vessels "Eirik Raude" and "Leiv Eiriksson"."

4
















(ii) In clause 1.1, the definition of "Secured Liabilities" shall be deleted and replaced with the following:
" Secured Liabilities means all present and future obligations and liabilities (actual or contingent) of the Owner, the Parent, the Parent Shareholder, the
Sister Owner, the Sister Parent or the Guarantor to the Secured Parties or any of them under or in connection with any Finance Document or any Sister
Finance Document.";
(iii) Clause 2.5(c) shall be deleted and replaced with the following:
"the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over
assets of, any person (including, without limitation, the right to make a claim against the Bareboat Charterer under the Bareboat Charterer Guarantee and
the neglect to take up or enforce the Bareboat Charterer Guarantee);";
(iv) Clause 2.6(a) shall be deleted and replaced with the following:
"The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any
other right or security or claim payment from any person before claiming from the Guarantor under this Clause (including, without limitation, proceeding
against or enforcing any right to claim payment from the Bareboat Charterer under the Bareboat Charterer Guarantee).";
(v) Clause 2.7(a)(i) shall be deleted and replaced with the following:
"refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf)
against those amounts (including, without limitation, the right to make a claim against the Bareboat Charterer under the Bareboat Charterer Guarantee);" ;
(vi) Clause 2.8(ii) shall be deleted and replaced with the following:
"be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Guarantor's liability under this
Clause (including, in particular but without limitation, any right of contribution or indemnity from the Bareboat Charterer as guarantor under the Bareboat
Charterer Guarantee);";
(vii) Clause 7.10(b) shall be deleted and replaced with the following:
"(b) pay any dividend or make any other form of distribution or effect any form of redemption or return of share capital, provided that the Guarantor
may in any financial year pay a dividend or make any such other form of distribution which does not exceed in aggregate 50 per cent. of the Net
Income for such financial year subject to:
(i) the Guarantor procuring that notwithstanding Clause 7.14(e) below, on, and at all times during the period of twelve (12) months from, the date
of payment of such dividend, making of any such other form of distribution, or effecting of any such form of redemption or return of share
capital, Ocean Rig and all other members of the Group shall have and shall maintain Cash, Cash Equivalents and Restricted Cash in an
aggregate amount of not less than US$200,000,000, evidence of compliance to be provided prior to any such dividend, or other form of
distribution by way of a cash-flow forecast including details of:

5




















(A) all committed payments in relation to capital expenditure;
(B) scheduled repayments of debt; and
(C) scheduled debt drawdowns under committed facilities; and
(ii) no Event of Default having occurred and which is continuing at the relevant time or resulting from the payment of a dividend or the making of
any other form of distribution.";
(viii) Clause 7.14(e) shall be deleted and replaced with the following:
"(e) subject to Clause 7.10(b), at all times there is available to the Guarantor and all the other members of the Group an aggregate amount of not less than
US$100,000,000 in immediately freely available and unencumbered bank or cash balances.".
(b) The following amendments will be made to the Bareboat Charterer Guarantee:
(i) Clause 2.4(c) shall be deleted and replaced with the following:
"the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over
assets of, any person (including, without limitation, the right to make a claim against Ocean Rig under the Ocean Rig Guarantee and the neglect to take up
or enforce the Ocean Rig Guarantee);";
(ii) Clause 2.5(a) shall be deleted and replaced with the following:
"The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any
other right or security or claim payment from any person before claiming from the Guarantor under this Clause (including, without limitation, proceeding
against or enforcing any right to claim payment from Ocean Rig under the Ocean Rig Guarantee).";
(iii) Clause 2.6(a)(i) shall be deleted and replaced with the following:
"refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) against
those amounts (including, without limitation, the right to make a claim against Ocean Rig under the Ocean Rig Guarantee); or";
(iv) Clause 2.7(ii) shall be deleted and replaced with the following:
"be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Gu arantor's liability under this
Clause (including, in particular but without limitation, any right of contribution or indemnity from Ocean Rig as guarantor under the Ocean Rig
Guarantee);";

6


















(v) Clause 7.13(a) shall be deleted and replaced with the following:
"maintain and preserve the Vessel in good working order and repair (ordinary wear and tear excepted), seaworthy, in efficient operating condition and, in
any event, to a standard at least equivalent to vessels managed and/or operated by the Manager and Ocean Rig's group and the recommendations of the
Builder;".
5. JOINT AND SEVERAL LIABILITY
In respect of the guarantee and indemnity of the Owner's obligations under the Finance Documents provided by each of the Bareboat Charterer and Ocean Rig under the
Bareboat Charterer Guarantee and the Ocean Rig Guarantee respectively, and where any obligation, representation, warranty or undertaking is expressed to be made,
undertaken or given by the Bareboat Charterer in the Bareboat Charterer Guarantee and by Ocean Rig in the Ocean Rig Guarantee, the Bareboat Charterer and Ocean
Rig shall be jointly and severally responsible in respect of it. The Security Trustee may take action against or release or compromise in whole or in part the liability of
any other party under this Deed or grant any time or other indulgence without affecting the liability of the others.
6. NOTICES
Clause 19 (Notices) of the DPP (as attached at Schedule 5) shall apply to this Deed as if set out in full herein, with the addition of the following contact details for the
Parent and the Parent Shareholder:
Address: c/o Ocean Rig UDW Inc.
10 Skopa st.
Tribune House
P.C. 1075, Nicosia
Cyprus

Fax number: +357 22 76 75 15

Attention: Mr. Savvas D. Georgiades
7. FINANCE DOCUMENTS
(a) This Deed is a Finance Document.
(b) The Parties each agree that as of the Effective Date each reference in the Finance Documents (other than in this Deed) to the Credit Agreement, the DPP, the Ocean Rig
Guarantee, the Bareboat Charterer Guarantee, the Share Charge, the Bareboat Charterer Pledge of Shares, the Floating Charge, the Management Agreement Assignment
and the General Assignment (including the Schedules (howsoever described)) shall be construed as a reference to that document as amended, or as the case may be
amended and restated in accordance with the terms of this Deed.
(c) Save as expressly provided in this Deed, each of the Parties confirms that each of the Finance Documents to which it is a party remains in full force and effect.
8. COUNTERPARTS

7
















This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.
9. GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with it, is governed by and shall be construed in accordance with English law and the
parties irrevocably submit to the jurisdiction of the Courts of England and Wales, including in connection with any dispute relating to any non-contractual obligations
arising out of or in connection with this Deed.
10. ENFORCEMENT
Clause 36 (Enforcement) of the Amended and Restated Credit Agreement shall apply to this Deed as if set out in full herein.
11. SERVICE OF PROCESS
(a) Each of the Owner, the Bareboat Charterer, the Sponsor and Ocean Rig, the Parent and the Parent Shareholder irrevocably appoints Ince Process Agents Ltd of
International House, 5th Floor, 1st Katherine's Way, London, E 1 W 1AY (attn: Mr. Michael Volikas) as its agent under this Deed for service of process in any
proceedings before the English courts in connection with this Deed.
(b) If any person appointed as process agent under this Clause is unable for any reason to act as agent for service of process, the party appointing such process agent must
forthwith (and in any event within five (5) days of the event taking place) appoint another agent on terms acceptable to the Security Trustee (acting reasonably). Failing
this, the Security Trustee may appoint another process agent for this purpose.
(c) The Owner, the Bareboat Charterer, the Sponsor and Ocean Rig each agree that failure by a process agent to notify it of any process will not invalidate the relevant
proceedings.
(d) This Clause 11 does not affect any other method of service allowed by law.
IN WITNESS WHEREOF this DEED has been entered into by the parties to it on the day and year first above written.

8

SCHEDULE 1

ORIGINAL LENDERS

Deutsche Bank AG, London Branch

Eksportfinans ASA

The Export-Import Bank of Korea

DVB Bank N.V., Nordic Branch

Helaba Landesbank Hessen-Thuringen Girozentrale, New York Branch




9

SCHEDULE 2

FORM OF EFFECTIVE DATE NOTICE

Deed of Release Amendment dated [ ] 2012 in relation to, amongst other things, a credit agreement between, amongst others, Drillship Kithira Owners Inc. as
borrower and Deutsche Bank Luxembourg S.A. as facility agent and dated 18 July 2008 as amended from time-to-time in respect of the drillship "Ocean Rig
Poseidon" ( the Agreement) ( the Deed of Release and Amendment)

We refer to the Deed of Release and Amendment. Terms not defined herein are as defined in the Deed of Release and Amendment.

Pursuant to clause 3 of the Deed of Release and Amendment, we hereby confirm that the conditions precedent set out in Schedule 3 (Conditions Precedent) to the Deed of
Release and Amendment have been satisfied. Accordingly, the Effective Date shall be [ ] 2012.

For and on behalf of
Deutsche Bank Luxembourg S.A.
in its capacity as Facility Agent



________________________
By:
Title:
Dated: [ ] 2012



10

SCHEDULE 3

CONDITIONS PRECEDENT


(a) this Deed; and

(b) the Sponsor Guarantee.







together with a certified copy of the related shareholder resolutions of each of those entities where applicable.






1. An original of each of the following documents (the Documents ) duly executed by the parties to them, together with all notices thereto:
2. From and in relation to the Owner, the Bareboat Charterer, Ocean Rig, the Parent and the Parent Shareholder refresh certificates, update report or, as the case may be
confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in part 1 of schedule 2 to the Credit Agreement at paragraphs
2, 3, 18, 19 and 21.
3. Up-to-date certificates of good standing of Owner, the Bareboat Charterer, Ocean Rig, the Parent, the Parent Shareholder and the Sponsor dated no more than two
Business Days prior to the Effective Date.
4. A certified copy of a resolution of the board of directors of each of the Owner, the Parent, the Parent Shareholder, the Sponsor, Ocean Rig and the Bareboat Charterer:
(a) approving the terms of, and the transactions contemplated by, the Documents to which it is party and resolving that it executes each such Document then to be
executed;
(b) authorising a specified person or persons to execute on its behalf the Documents to which it is party, then to be executed; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in
connection with the Documents to which it is party then to be executed,
5. A power of attorney of each of the Owner, the Parent, the Parent Shareholder, the Sponsor, Ocean Rig and the Bareboat Charterer issued, and not amended or rescinded,
authorising the execution by the attorneys named therein of the Documents to which it is party.
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 4 and 5 above.
7. Evidence of appointment of process agent by each of the Bareboat Charterer, Ocean Rig, the Owner, the Parent, the Parent Shareholder and the Sponsor in relation to
each of the Documents to which it is a party.

11





8. Copies of such other documents and/or legal opinions which, based on legal advice received from the relevant advisers referred to in this Deed and which are
reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to, or in connection with, any of the Documents.

12

SCHEDULE 4

FORM OF AMENDED AND RESTATED CREDIT AGREEMENT






13

SCHEDULE 5

FORM OF AMENDED AND RESTATED DPP




14

SCHEDULE 6

FORM OF SPONSOR GUARANTEE





15

SIGNATORIES

KITHIRA DEED OF RELEASE, UNDERTAKING AND AMENDMENT



Owner





The Sponsor








SIGNED as a deed by )
DRILLSHIP KITHIRA OWNERS INC. ) /s/ Dimitrios Glynos
acting by its attorney Dimitrios Glynos ) Drillship Kithira Owners Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street - 15124 Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267
SIGNED as a deed by )
DRYSHIPS INC. ) /s/ Dimitrios Glynos
acting by its attorney Dimitrios Glynos ) Dryships Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street - 15124 Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267

16

Ocean Rig




The Bareboat Charterer







SIGNED as a deed by )
OCEAN RIG UDW INC. ) /s/ Dimitrios Glynos
acting by its attorney Dimitrios Glynos ) Ocean Rig UDW Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street - 15124 Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267
SIGNED as a deed by )
OCEAN RIG POSEIDON OPERATIONS INC. ) /s/ Dimitrios Glynos
) Ocean Rig Poseidon Operations Inc.
by its attorney

by its attorney Dimitrios Glynos
in the presence of:
)
)


Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street - 15124 Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267

17

The Parent Shareholder





The Parent





SIGNED as a deed by )
DRILLSHIPS INVESTMENT INC. ) /s/ Dimitrios Glynos
acting by its attorney Dimitrios Glynos ) Drillships Investment Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street - 15124 Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267
SIGNED as a deed by )
KITHIRA SHAREHOLDERS INC. ) /s/ Dimitrios Glynos
acting by its attorney Dimitrios Glynos ) Kithira Shareholders Inc. by its attorney
in the presence of: )

Witnesss Signature: /s/ Nikiforos G. Sifakis

Name: Nikiforos G. Sifakis
Attorney-at-Law
Address: 52, Ag. Konstantinou Street - 15124 Marousi
Athens, Greece
Tel: +302106140810
Fax: +302106140267

18





The Facility Agent for itself and on behalf of each Lender

By: /s/ M. Heinemann /s/ Ewerhardy
M. Heinemann Ewerhardy

as authorized signatory for

DEUTSCHE BANK LUXEMBOURG S.A.



The Security Trustee

By: /s/ Carola Roth /s/ Dr. Bastian [Illegible]
Carola Roth Dr. Bastian [Illegible]

as authorized signatory for

DEUTSCHE BANK AG FILIALE DEUTSCHLANDESCHAFT



The Bookrunner and Mandated Lead Arranger

By: /s/ Ross D. Cloney /s/ Daniel Pietrzak
Ross D. Cloney Daniel Pietrzak
Authorised Signatory Managing Director

as authorized signatory for

DEUTSCHE BANK AG, LONDON BRANCH



The Account Bank

By: /s/ Ross D. Cloney /s/ Daniel Pietrzak
Ross D. Cloney Daniel Pietrzak
Authorised Signatory Managing Director

as authorized signatory for

DEUTSCHE BANK AG, LONDON BRANCH

19






The Swap Bank

By: /s/ Ross D. Cloney /s/ Daniel Pietrzak
Ross D. Cloney Daniel Pietrzak
Authorised Signatory Managing Director

as authorized signatory for

DEUTSCHE BANK AG, LONDON BRANCH

20


Exhibit 4.38

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this Agreement) is dated as of 1st day January 2013 and entered into by and between:



(collectively referred to as Parties, and individually as Party)


WHEREAS:


NOW THEREFORE the Parties hereto agree as follows:



IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written.

(Signature page to follow.)













(1) DRYSHIPS INC. a company organized and existing under the laws of Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH96960 (the Dryships ); and
(2) CARDIFF MARINE INC. , a company organized and existing under the laws of Liberia having its registered office at 80 Broad Street, Monrovia, Liberia (the
Cardiff )
A. Dryships and Cardiff have entered into a Global Services Agreement dated 1st December 2010 (the Global Services Agreement) pursuant to which Cardiff was
engaged to act as consultant on matters of chartering and sale and purchase transactions for the offshore drilling units operated by the majority owned subsidiary of
Dryships, Ocean Rig UDW Inc.
B. In consideration of above services, Cardiff is entitled to receive from Dryships 1% fee in connection with chartering arrangements and 0.75% in connection with sale
and purchase activities.
C. Pursuant to Clause 9.2 of the Global Services Agreement, the Global Services Agreement may be terminated at any time by mutual agreement by the Parties.
D. In above context, the Parties have mutually agreed to terminate the Global Services Agreement.
1. THAT the Global Services Agreement shall be terminated and shall be no longer in force and effect with effect as of 1st January 2013 (the Effective Date).
2. THAT from the Effective Date the Parties hereby mutually release and discharge each other from and against any and all costs, damages, liabilities, and/or claims
whatsoever which either of the Parties hereto now has or may hereafter have, against the other Party hereto, by reason of, or in connection with the Global Services
Agreement and/or the termination of the Global Services Agreement pursuant to the provisions of this Agreement.
For and on behalf of
DRYSHIPS INC.



/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Chief Financial Officer
For and on behalf of
CARDIFF MARINE INC.



/s/ Haris Alivizatos
Name: Haris Alivizatos
Title: Legal Representative

Exhibit 4.39

SERVICES AGREEMENT DATED 1st January 2013

THIS AGREEMENT by and between OCEAN RIG MANAGEMENT INC. a Marshall Islands corporation having its registered office at Trust Company Complex , Ajeltake
Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Company") and CARDIFF OIL & GAS MANAGEMENT INC. (to be renamed CARDIFF DRILLING
INC.) a company having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Consultant).

BY WHICH, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

1. The Company. The Company is a wholly owned subsidiary of Ocean Rig UDW Inc. (UDW), the latter being a company which has been engaged directly or through
subsidiaries in the ownership, operation and management of offshore drilling units. The common shares of UDW are listed on the NASDAQ Global Market and as such UDW is
subject to U.S. securities laws and regulations.

2. Engagement. The Company hereby engages the Consultant to act as consultant on matters of financing for the Company and/or UDW and/or for any affiliates, direct or
indirect subsidiaries thereof (the "Affiliates") as directed by the Company, and to provide the services set forth herein below to this Agreement (the Services) as defined in the
Scope of Works but without any obligation on the part of the Affiliates to accept the Services and the Consultant hereby accepts such engagement.

3. SCOPE OF WORKS

Services provided by the Consultant shall consist of consulting services related to:



In consideration of such services the Consultant shall receive a fee from the Company of 1% in connection with employment arrangements and 0.75% in connection with sale
and purchase activities.

(i) Identifying, sourcing, negotiating and arranging new employment for the offshore drilling assets of UDW.
(ii) Identifying, sourcing, negotiating and arranging the sale or purchase of offshore drilling assets of UDW.
4. FEES






The Consultant shall provide the Services, using all its experience, resources and due diligence. The Consultant undertakes to use all reasonable endeavors to provide the
Services in accordance with Clause 3 hereof and to protect and promote the interests of the Company and/or the Affiliates in all matters relating to the provision of the Services.

6. THE CONSULTANTS RIGHT TO SUB-CONTRACT






Neither the Company nor the Consultant shall be liable to the other for loss or damage resulting from delay or failure to perform its respective obligations under this Agreement,
or any contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes beyond its control due to civil war, insurrections, strikes, riots, fires,
floods, explosions, earthquakes, serious accidents, or any acts of God, failure of transportation, epidemics, quarantine restrictions, or labor trouble causing cessation, slow down,
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 fulfillment or
termination of this Agreement.



5. DUTIES
6.1 The Consultant shall be entitled to procure performance of the Consultants obligations hereunder by its parent, subsidiary or associated companies or (in the case of other
services) third parties (hereinafter collectively called the Sub-Consultant) in accordance with the following provisions of this Clause 6.1:
(i) The Company hereby agrees with the Consultant that insofar as a Sub-Consultant performs the obligations of the Consultant, the Sub-Consultant shall be entitled to
the benefits of the provisions of Clause 9; and
(ii) Any performance of the Consultants obligations by the Sub-Consultant shall be without prejudice to the rights of the Company hereunder for any failure by the
Consultant in performance of the Consultants duties and obligations hereunder and notwithstanding performance by the Sub-Consultant, the Consultant shall
remain solely responsible to the Company for performance of its obligations hereunder.
6.2 The provision of Clause 6.1 shall remain in force notwithstanding termination of this Agreement.
7. RESPONSIBILITIES
7.1 FORCE MAJEURE
7.2 INDEMNITY GENERAL




The Company hereby undertakes to indemnify and hold harmless the Consultant and its employees, agents and subcontractors against all actions, proceedings, claims, demands
or liabilities whatsoever or howsoever arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses
on a full indemnity basis) which the Consultant may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement other than arising from the
gross negligence or willful misconduct of the Consultant.


Without prejudice to the general indemnity set out in Clause 7.2, the Company hereby undertakes to indemnify and hold harmless the Consultant, its employees, agents and
subcontractors against all taxes, imposts and duties levied by any government, other than income taxes, as a result of the trading or other activities of the Company/the Affiliates
and/or the Companys/the Affiliates` vessels whether or not such taxes, imposts and duties are levied on the Company and/or the Affiliates or the Consultant.


It is hereby expressly agreed that no employee or agent of the Consultant (including every subcontractor from time to time employed by the Consultant and the employees of
such subcontractors) shall in any circumstances whatsoever be under any liability whatsoever to the Company for any loss, damage or delay of whatsoever kind arising or
resulting directly or indirectly from any act neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the
generality of the foregoing provisions in this Clause, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and
immunity of whatsoever nature applicable to the Consultant or to which the Consultant is entitled hereunder shall also be available and shall extend to protect every such
employee or agent of the Consultant acting as aforesaid.



The term of this Agreement shall commence on the date of the execution of this agreement and continue for a period of five (5) years.


Unless otherwise agreed in writing between the parties this Agreement may be terminated as follows:




7.3 INDEMNITY TAX
7.4 HIMALAYA
7.5 The provisions of Clause 7 shall remain in force notwithstanding termination of this Agreement
8. DURATION
9. TERMINATION OF AGREEMENT
9.1 At the end of its term unless extended by mutual agreement









If the Consultant fails to meet its obligations under this Agreement in any material respect, the Company may give a written notice to the Consultant specifying the default and
requiring it to remedy the default as soon as practically possible. In the event that the Consultant fails to remedy such default, if remediable, within a reasonable time to the
reasonable satisfaction of the Company, the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing.






9.2 The parties by mutual agreement may terminate this Agreement at any time
9.3 The Company may opt to terminate this Agreement by written notice to the Consultant prior to actual termination date by observing a prior written notice period of thirty
(30) days
9.4 TERMINATION BY DEFAULT THE COMPANY
(i) The Consultant shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys due to the Consultant from the Company shall not
have been received in the Consultants nominated account within ten (10) days of payment having been requested in writing by the Consultant or if the Company fails to
comply with the requirements of Clauses 4 and 7.
(ii) If the Company fails to meet its obligations hereunder in any material respect for reasons within its control.
9.5 TERMINATION BY DEFAULT THE CONSULTANT
10. CONFIDENTIALITY
10.1 Save for the purpose of the enforcing or carrying out as may be necessary their respective rights or obligations, each party agrees to maintain and to use all reasonable
endeavors to procure that their respective officers and employees maintain confidentiality and secrecy in respect of all information relating to the others business received
by it directly or indirectly pursuant to this Agreement.
10.2 As between the Company and the Consultant, the Company hereby agrees and acknowledges that all title and property in and to the management manuals of the
Consultant and other written material of the Consultant concerning management functions and activities developed by the Consultant is vested in the Consultant and the
Company agrees not to disclose the same to any third party except as required by law or applicable regulation or rule and, on the termination of this Agreement, to return
all such manuals and other materials to the Consultant. For the purposes of this Clause reference to the Consultant includes the parent, subsidiary and associated
companies of the Consultant and any third parties providing services to the Company under this Agreement.
11. LAW AND ARBITRATION










Notices to the Consultant shall be made as follows:

CARDIFF OIL & GAS MANAGEMENT INC. (to be renamed CARDIFF DRILLING INC.)
80 Kifissias Avenue
Amaroussion, GR-15125
Athens Greece


11.1 This Agreement shall be governed by English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in
accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force.
11.2 The arbitration shall be conducted in accordance with the London Maritime Arbitrators (LMAA) Terms current at the time when the arbitration is commenced.
11.3 Save as mentioned below, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two so appointed. A party wishing to refer a
dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within 14 days of
that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and give notice that it has done so within the 14
days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring the dispute to
arbitration may, without the requirement of any further prior notice to the other party accordingly. The award of a sole arbitrator shall be as binding as if he had been
appointed by agreement.
11.4 In cases where neither the claim nor any counterclaim exceeds the sum of USD 50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in
accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
12. NOTICES
12.1 Any notice or other communication required to be given or made hereunder shall be in writing and may be served by sending same by registered airmail, electronic-mail,
telex, facsimile or by delivering the same (against receipt) to the address of the party to be served to such address as may from time to time be notified by the party for the
purpose.
12.2 Any notice served by post as aforesaid shall be deemed conclusively duly served five days after the same shall have posted. Notices served by telex or facsimile as
aforesaid shall be deemed conclusively to have been served on the day following of the same, provided evidence of transmission appears on the particular notice.




Attn: Mr. Solon Drakoulis
Phone: (+30) 210 8090 130
Fax: (+30) 210 6140 284

Notice to Company shall be made as follows:

OCEAN RIG MANAGEMENT INC.
c/o OCEAN RIG UDW INC.
10 Skopa Street, Tribune House, 2
nd
floor, Office 202, CY1075
Nicosia
Cyprus
Attn: Mr. Savvas D. Georghiades
Phone: +357 22767517
Fax: +357 22761542










13. CHANGE OF CONTROL
13.1 In the event of a Change of Control during the term of this Agreement, the Consultant may terminate this Agreement and cease providing the abovementioned services
to the Company within three (3) months following such Change in Control.
13.2 For the purposes of this Agreement, the term Change of Control shall mean the:
(i) Acquisition by any individual, entity or group of beneficial ownership of fifty percent (50%) or more of either (A) the then-outstanding shares of common stock of UDW
or (B) the combined voting power of the then-outstanding voting securities of UDW entitled to vote generally in the election of directors other than by DryShips Inc. of
Marshall Islands, currently being the majority shareholder of UDW;
(ii) Consummation of a reorganization, merger or consolidation of UDW or the sale or other disposition of all or substantially all of the assets of UDW; or
(iii) Approval by the shareholders of the Company and/or UDW of a complete liquidation or dissolution of the Company and/or UDW.
14. ENTIRE AGREEMENT
14.1 This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Agreement; and (in relation to such
subject matter) supersedes all prior discussions, understandings and agreements between the parties and all prior representations and expressions of opinion by the parties.






IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.

ON BEHALF OF THE COMPANY



/s/ Dr. Adriano Cefai
By: Dr. Adriano Cefai
Title: Director of Omega Services Limited,
Sole Director of
Ocean Rig Management Inc.


ON BEHALF OF CARDIFF OIL & GAS MANAGEMENT INC.
(to be renamed CARDIFF DRILLING INC.)




/s/ Solon Drakoulis
By: Mr. Solon Drakoulis
Title: Legal Representative in Greece


14.2 Each of the parties acknowledges that it is not relying on any statements, warranties, representations or understandings (whether negligently or innocently made) given or
made by or on behalf of the other in relation to the subject matter hereof and that it shall have no rights or remedies with respect to such subject matter otherwise than
under this Agreement. The only remedy available shall be for breach of contract under the terms of this Agreement without consequential, special or punitive damages.
Nothing in this clause shall, however, operate to limit or exclude any liability for willful cause of loss.
14.3 For the avoidance of doubt it is noted that the provisions of this Agreement take precedence and prevail over any other provisions in any earlier
agreement between the parties.






Exhibit 4.41

ADDENDUM NO.1
to a Consultancy Agreement dated 1st September 2010
with effect as of 1st January 2013
(the "Consultancy Agreement")

This Addendum No. 1 is dated as of 1st day of January 2013 and entered into by and between:



(collectively referred to as "Parties", and individually as "Party").

WHEREAS pursuant to the terms of the Consultancy Agreement, Dryships engaged Vivid to act as consultant on financing matters for Dryships and its affiliates, subsidiaries or
holding companies, including Ocean Rig UDW Inc., and Vivid accepted such engagement for a fee of twenty basis points (0.20%) on the total transaction amount.

WHEREAS Clause 2 of the Consultancy Agreement provides that:

" Engagement. The Company hereby engages the Consultant to act as consultant on matters of financing for the Company and for any affiliates, subsidiaries or
holding companies (the "Affiliates") as directed by the Company, and to provide the services set forth herein below to this Agreement (the "Services") as defined in the
Scope of Works and the Consultant hereby accepts such engagement".

WHEREAS the Parties have agreed to amend and/or vary the Consultancy Agreement in order to exclude the provision of financing services to the majority owned subsidiary
of Dryships, Ocean Rig UDW Inc., from the scope of the Consultancy Agreement.

NOW THEREFORE the Parties hereto do mutually agree as follows:

Clause 2 of the Consultancy Agreement is hereby amended to read as follows:

" Engagement. The Company hereby engages the Consultant to act as consultant on matters of financing for the Company and for any affiliates or subsidiaries (the
"Affiliates"), as directed by the Company, excluding its majority owned subsidiary, Ocean Rig UDW Inc. and its subsidiaries, and to provide the services set forth
herein below to this Agreement (the "Services")

(1) DRYSHIPS INC. a company organized and existing under the laws of Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH96960 (the " Dryships "); and
(2) VIVID FINANCE LIMITED , a company organized and existing under the laws of Cyprus and having its registered office at 10 Skopa street, Nicosia, Cyprus (the "
Vivid ")




as defined in the Scope of Works and the Consultant hereby accepts such engagement".

All other terms and conditions of the Consultancy Agreement shall remain unaltered, in full force and effect and binding on the Parties.

IN WITNESS WHEREOF the Parties hereto have executed this Addendum as of the date first above written.







For and on behalf of
DRYSHIPS INC.


/s/ Ziad Nakhleh
Name: Ziad Nakhleh
Title: Chief Financial Officer

For and on behalf of
VIVID FINANCE LIMITED


/s/ Yiannoula Georghiades
Name: Yiannoula Georghiades
Title: Sole Director

Exhibit 4.42

CONSULTANCY AGREEMENT




THIS AGREEMENT with effect from this 1st day of January 2013 by and between OCEAN RIG MANAGEMENT INC. a Marshall Islands corporation having its
registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Company") and VIVID FINANCE LIMITED a
company having its registered office at 10 Skopa Street, Nicosia, Cyprus (the "Consultant).

BY WHICH, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

1. The Company. The Company is a wholly owned subsidiary of Ocean Rig UDW Inc.(UDW), the latter being a company which has been engaged directly or through
subsidiaries in the ownership, operation and management of offshore drilling units trading worldwide. The common shares of UDW are quoted on NASDAQ Global Markets
and as such UDW is subject to U.S. securities laws and regulations.

2. Engagement. The Company hereby engages the Consultant to act as consultant on matters of financing for the Company and/or UDW and/or for any affiliates,
subsidiaries or holding companies thereof (the "Affiliates") as directed by the Company, and to provide the services set forth herein below to this Agreement (the Services) as
defined in the Scope of Works and the Consultant hereby accepts such engagement.


The Consultant shall provide consulting services related to:




3. SCOPE OF WORKS
(i) Identifying, sourcing, negotiating and arranging new loan and credit facilities with lenders/financial institutions
(ii) Raising equity or debt in the public capital markets
(iii) Identifying, sourcing, negotiating and arranging interest rate swaps agreements, foreign currency contracts and forward exchange contracts.
(iv) Renegotiating existing loan facilities, bonds etc.








The Consultant shall provide its services, using all its experience, resources and due diligence. The Consultant undertakes to use all reasonable endeavors to provide the services
in accordance with Clause 3 hereof and to protect and promote the interests of the Company and/or the Affiliates in all matters relating to the provision of these services.







Neither the Company nor the Consultant shall be liable to the other for loss or damage resulting from delay or failure to perform their obligations under this Agreement, or any


4. FEES
In consideration of such services the Consultant shall receive a fee of twenty basis points (0.20%) on the total transaction amount.
5. DUTIES
6. THE CONSULTANTS RIGHT TO SUB-CONTRACT
6.1 The Consultant shall be entitled to procure performance of the Consultants obligations hereunder by its parent, subsidiary or associated companies or (in the case of
other services) third parties (hereinafter collectively called the Sub-Consultant) in accordance with the following provisions of this Clause 6.1:
(i) Any such performance of all or any of the Consultants obligations by the Sub-Consultant shall be and constitute full and sufficient performance by the
Consultant of their obligations hereunder;
(ii) The Company hereby agrees with the Consultant that insofar as Sub-Consultant performs the obligations of the Consultant, the Sub-Consultant shall be entitled
to the benefits of the provisions of Clause 9; and
(iii) Any performance of the Consultants obligations by the Sub-Consultant shall be without prejudice to the rights of the Company hereunder for any failure by
the Consultant in performance of the Consultants duties and obligations hereunder and notwithstanding performance by the Sub-Consultant, the Consultant
shall remain solely responsible to the Company for performance of its obligations hereunder.
6.2 The provision of Clause 6.1 shall remain in force notwithstanding termination of this Agreement.
7. RESPONSIBILITIES
7.1 FORCE MAJEURE



contract hereunder, either in whole or in part, when any such delay or failure shall be due to causes beyond their control due to civil war, insurrections, strikes, riots, fires, floods,
explosions, earthquakes, serious accidents, or any acts of God, failure of transportation, epidemics, quarantine restrictions, or labor trouble causing cessation, slow down, 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 fulfillment or
termination of this Agreement.

7.2 INDEMNITY GENERAL

The Company hereby undertakes to indemnify and hold harmless the Consultant and its employees, agents and subcontractors against all actions, proceedings, claims, demands
or liabilities whatsoever or howsoever arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses
on a full indemnity basis) which the Consultant may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement other than arising from the
gross negligence or willful misconduct of the Consultant.

7.3 IDEMNITY TAX

Without prejudice to the general indemnity set out in Clause 7.2, the Company hereby undertakes to indemnify and hold harmless the Consultant, its employees, agents and
subcontractors against all taxes, imposts and duties levied by any government, other than income taxes, as a result of the trading or other activities of the Company/the Affiliates
and/or the Companys/the Affiliates` Vessels whether or not such taxes, imposts and duties are levied on the Company and/or the Affiliates or the Consultant.

7.4 HIMALAYA

It is hereby expressly agreed that no employee or agent of the Consultant (including every subcontractor from time to time employed by the Consultant and the employees of
such subcontractors) shall in any circumstances whatsoever be under any liability whatsoever to the Company for any loss, damage or delay of whatsoever kind arising or
resulting directly or indirectly from any act neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the
generality of the foregoing provisions in this Clause, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and
immunity of whatsoever nature applicable to the Consultant or to which the Consultant is entitled hereunder shall also be available and shall extend to protect every such
employee or agent of the Consultant acting as aforesaid.




7.5 The provisions of Clause 7 shall remain in force notwithstanding termination of this Agreement.




The term of this Agreement shall commence on the date of the execution of this agreement and continue for a period of five (5) years.

9. TERMINATION OF AGREEMENT

Unless otherwise agreed in writing between the parties this Agreement may be terminated as follows:




9.4 TERMINATION BY DEFAULT THE COMPANY



9.5 TERMINATION BY DEFAULT THE CONSULTANT

If the Consultant fails to meet its obligations under this Agreement in any material respect for reasons within the control of the Consultant, the Company may give a written
notice to the Consultant specifying the default and requiring it to remedy the default as soon as practically possible. In the event that the Consultant fails to remedy such default,
if remediable, within a reasonable time to the reasonable satisfaction of the Company, the Company shall be entitled to terminate this Agreement with immediate effect by notice
in writing.




8. DURATION
9.1 At the end of its term unless extended by mutual agreement
9.2 The parties by mutual agreement may terminate this Agreement at any time
9.3 The Company may opt to terminate this Agreement by written notice to the Consultant prior to actual termination date by observing a prior written notice period of
thirty (30) days
(i) The Consultant shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys requested by the Consultant from the
Company shall not have been received in the Consultants nominated account within ten (10) days of payment having been requested in writing by the
Consultant or if the Company fails to comply to the reasonable satisfaction of the Consultant with the requirements of Clauses 4 and 7.
(ii) If the Company fails to meet its obligations hereunder in any material respect for reasons within its control.
10. CONFIDENTIALITY
10.1 Save for the purpose of the enforcing or carrying out as may be necessary their respective rights or obligations, each party agrees to maintain and to use all reasonable
endeavors to procure that their respective officers and employees



maintain confidentiality and secrecy in respect of all information relating to the others business received by it directly or indirectly pursuant to this Agreement.









10.2 As between the Company and the Consultant, the Company hereby agrees and acknowledges that all title and property in and to the management manuals of the
Consultant and other written material of the Consultant concerning management functions and activities is vested in the Consultant and the Company agrees not to
disclose the same to any third party and, on the termination of this Agreement, to return all such manuals and other materials to the Consultant. For the purposes of this
Clause reference to the Consultant includes the parent, subsidiary and associated companies of the Consultant and any third parties providing services.
11. LAW AND ARBITRATION
11.1 This Agreement shall be governed by English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in
accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force.
11.2 The arbitration shall be conducted in accordance with the London Maritime Arbitrators (LMAA) Terms current at the time when the arbitration is commenced.
11.3 Save as mentioned below, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two so appointed. A party wishing to refer a
dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within 14 days
of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and give notice that it has done so within the
14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring the dispute to
arbitration may, without the requirement of any further prior notice to the other party accordingly. The award of a sole arbitrator shall be as binding as if he had been
appointed by agreement.
11.4 In cases where neither the claim nor any counterclaim exceeds the sum of USD 50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in
accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
12. NOTICES
12.1 Any notice or other communication required to be given or made hereunder shall be in writing and may be served by sending same by registered airmail, electronic-
mail, telex, facsimile or by delivering the same (against receipt) to the address of the party to be served to such address as may from time to time be notified by the party
for the purpose.





Notices to the Consultant shall be made as follows:

VIVID FINANCE LIMITED
10 Skopa Street
CY-1075 Nicosia
P.O.Box 24736
CY-1303 Nicosia
Cyprus
Tel: (+357) 22 76 75 15
Fax: (+357) 22 76 15 42
Email: Law@kkgadvocates.com


Notice to Company shall be made as follows:

OCEAN RIG MANAGEMENT INC.
c/o OCEAN RIG UDW INC.
10 Skopa Street, Tribune House, 2nd Floor, office 202, CY 1075
Nicosia
Cyprus
Attn: Mr. Savvas Georghiades
Phone: +357 22767517
Fax: +357 22761542
Email: oceanrig@cytanet.com.cy







12.2 Any notice served by post as aforesaid shall be deemed conclusively duly served five days after the same shall have posted. Notices served by telex aforesaid shall be
deemed conclusively to have been served on the day following of the same, provided evidence of transmission appears on the particular notice.
13. CHANGE OF CONTROL
13.1 In the event of a Change of Control, during the term of this Agreement, the Consultant has the option to terminate this Agreement, cease providing the
abovementioned services to the Company within three (3) months following such Change in Control.
13.2 For the purposes of this Agreement, the term Change of Control shall mean the:
(i) Acquisition by any individual, entity or group of beneficial ownership of fifty percent (50%) or more of either (A) the then-outstanding shares of common stock of
UDW or (B) the combined voting power of the then-outstanding voting securities of UDW entitled to vote generally in the election of directors, other than by Dryships
Inc. of Marshall Islands, currently being the majority shareholder of UDW.









IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.

[The reminder of this page is intentionally left blank. Signature page to follow.]



(ii) Consummation of a reorganization, merger or consolidation of UDW or the sale or other disposition of all or substantially all of the assets of UDW ; or
(iii) Approval by the shareholders of the Company and/or UDW of a complete liquidation or dissolution of the Company and/or UDW.
14. ENTIRE AGREEMENT
14.1 This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Agreement; and (in relation to such
subject matter) supersedes all prior discussions, understandings and agreements between the parties and all prior representations and expressions of opinion by the
parties.
14.2 Each of the parties acknowledges that it is not relying on any statements, warranties, representations or understandings (whether negligently or innocently made) given
or made by or on behalf of the other in relation to the subject matter hereof and that it shall have no rights or remedies with respect to such subject matter otherwise than
under this Agreement. The only remedy available shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to
limit or exclude any liability for willful cause of loss.
14.3 For the avoidance of doubt it is noted that the provisions of this Agreement take precedence and prevail over any other provisions in any earlier agreement between the
parties.




ON BEHALF OF THE COMPANY



/s/ Dr. Adriano Cefai
By: Dr. Adriano Cefai
Title: Director of Omega Services Limited,
Sole Director of
Ocean Rig Management Inc.




ON BEHALF OF VIVID FINANCE LIMITED



/s/ Yiannoula Georghiades
By: Ms Yiannoula Georghiades
Title: Sole Director



Exhibit 4.44

EXECUTION VERSION

Dated 28 February 2013

USD 1,350,000,000 TERM LOAN FACILITIES

DRILLSHIPS OCEAN VENTURES INC.


as Borrower

and

OCEAN RIG UDW INC.,
as Parent and Guarantor

and

DRILLSHIP SKIATHOS OWNERS INC., DRILLSHIP SKYROS OWNERS INC., DRILLSHIP KYTHNOS OWNERS INC., DRILLSHIP SKIATHOS
SHAREHOLDERS INC., DRILLSHIP SKYROS SHAREHOLDERS INC., DRILLSHIP KYTHNOS SHAREHOLDERS INC., OCEAN RIG CUNENE
OPERATIONS INC., DRILLSHIPS OCEAN VENTURES OPERATIONS INC., OCEAN RIG BLOCK 33 BRASIL COOPERATIEF U.A. AND OCEAN RIG
BLOCK 33 BRASIL B.V.
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 / GIEK Facilities

THE EXPORT-IMPORT BANK OF KOREA

as Lender under the Kexim Facilities

and

DNBBANK ASA
as Facility Agent and Security Agent











WATSON, FARLEY & WILLIAMS London


FACILITIES AGREEMENT




Index





Clause Page

1 Definitions and Interpretation 2
2 The Facilities 24
3 Purpose 25
4 Conditions of Utilisation 25
5 Utilisation 27
6 Repayment 29
7 Prepayment and Cancellation 30
8 Interest 33
9 Interest Periods 34
10 Changes to the Calculation of Interest 35
11 Fees 36
12 Tax Gross Up and Indemnities 37
13 Increased Costs 39
14 Other Indemnities 40
15 Mitigation by the Lenders 42
16 Costs and Expenses 43
17 Guarantee and Indemnity 44
18 Representations 47
19 Information Undertakings 53
20 Financial Covenants 55
21 General Undertakings 57
22 Insurance Undertakings 63
23 Drillship Undertakings 68
24 Security Cover 72
25 Application of Earnings 73
26 Events of Default 73
27 Recourse Requirements and Rights of Subrogation 78
28 Changes to the Lenders 79
29 Changes to the Obligors 83
30 The Facility Agent and the Mandated Lead Arrangers 84
31 The Security Agent 91
32 Conduct of Business by the Finance Parties 100
33 Sharing Among the Finance Parties 101
34 Payment Mechanics 103
35 Set-Off 106
36 Notices 106
37 Calculations and Certificates 108
38 Partial Invalidity 108
39 Remedies and Waivers 108
40 Settlement or Discharge Conditional 109
41 Irrevocable Payment 109
42 Amendments and Waivers 109
43 Confidentiality 110
44 Counterparts 112
45 Governing Law 113
46 Enforcement 113

Schedules

Schedule 1 The Parties 114
Schedule 2 Conditions Precedent 120





Schedule 3 Requests 126
Schedule 4 Mandatory Cost Formulae 128
Schedule 5 Form of Transfer Certificate 130
Schedule 6 Form of Assignment Agreement 132
Schedule 7 Form of Compliance Certificate 134
Schedule 8 Form of Accession Letter 136
Schedule 9 Repayments 137
Schedule 10 Form of Prepayment/ Cancellation Notice 141
Schedule 11 Timetables 142
Schedule 12 Corporate Structure 143


Execution

Execution Pages 145






THIS AGREEMENT is made on 28 February 2013

PARTIES












(1) DRILLSHIPS OCEAN VENTURES INC. , a company incorporated under the laws of the Marshall Islands with registered number 55652 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 (Guarantors and Drillships) 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 EXPORT-IMPORT BANK OF KOREA of 16-1, Yeouido-dong, Yeongdeungpo-gu, Seoul, 150-996, Republic of Korea (" Kexim ");
(5) EKSPORTKREDITT NORGE AS of Hieronymus Heyerdahls gate 1, 0160 Oslo, Norway (" Eksportkreditt " and together with Kexim, the " ECA Lenders ");
(6) DNB BANK ASA and NORDEA BANK FINLAND PLC., LONDON BRANCH as bookrunners (the " Bookrunners ");
(7) DNB BANK ASA, NORDEA BANK FINLAND PLC., LONDON BRANCH, SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), SWEDBANK AB
(PUBL) and ABN AMRO BANK N.V., OSLO BRANCH as mandated lead arrangers (the " Mandated Lead Arrangers ");
(8) DNB BANK ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway, as agent of the other Finance Parties (the " Facility Agent "); and
(9) DNB BANK ASA of Dronning Eufemias gate 30, 0191 Oslo, Norway, as security agent for the Secured Parties (the " Security Agent ").

1

SECTION 1

INTERPRETATION






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 the Earnings Accounts.

" Accounts Security " means each document creating security in respect of an Account in agreed form.

" Additional Cost Rate " has the meaning given to it in Schedule 4 (Mandatory Cost Formulae).

" 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 Loans Margin for each Commercial Facility;

(b) the Eksportkreditt GIEK Facility Loans Margin for each Eksportkreditt GIEK Facility;
and

(c) the Kexim Facility Loans Margin for each Kexim Facility.

" 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 all Lenders.

" Approved Flag " means the Marshall Islands.

" Approved Shipbroker " means Fearnleys AS, Platou Shipbrokers AS, ODS Petrodata and any other independent sale and purchase shipbroker acceptable to the
Majority Lenders.

" Assignment Agreement " means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the
relevant assignor and assignee.

" Athena Facilities " means the Commercial Athena Facility, the Eksportkreditt GIEK Athena Facility and the Kexim Athena Facility.



1 DEFINITIONS AND INTERPRETATION
1.1 Definitions

2

" 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 date falling 210 days from the
Scheduled Delivery Date of the relevant Drillship (but no later than the Delivery Date of the relevant Drillship).

" Available Commitment " means a Lender's Commitment minus:

(a) the amount of its participation in all Advances made; and


" Available Facilities " means the aggregate for the time being of each Lender's Available Commitment.

" Bareboat Charter " means, in relation to each Drillship, a bareboat charter entered into or to be entered into between an Intra-Group Charterer and the relevant
Drillship Owner.

" Break Costs " means the amount (if any) by which:


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


" Builder " means Samsung Heavy Industries Co. Ltd., Korea.

" Business Day " means a day (other than a Saturday or Sunday) on which banks are open for general business in Oslo, Athens, London, Seoul and New York.

" Cash " means in relation to any member of the Group:







(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.
(a) the interest which a Lender should have received for the period from the date of
(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.
(a) cash in hand legally and beneficially owned by a member of the Group; and
(b) cash deposits legally and beneficially owned by that member of the Group, 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 relevant member of the Group by which it is owned; and

3


" Cash Equivalent " means at any time:









in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or
guaranteed by any member of the 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 T ransaction Security.

" Charter " means any Drilling Contract and any Bareboat Charter, including the Satisfactory Drilling Contracts for the Drillships listed in Part B of Schedule 1
(Guarantors and Drillships).

" CISADA " means the United States Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 as it applies to non-US persons.

" Client " means a reputable oil major, independent oil company or national oil company acceptable to the Majority Lenders.


(iii) in the case of cash deposits held by a member of the 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 an
intercompany loan from the relevant Obligor to that member of the Group.
(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),

4

" 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 Athena Facility " means the Commercial Athena Facility made available under this Agreement as described in Clause 2.1 (Facility).

" Commercial Athena Facility Loan " means the principal amount of the Commercial Athena Facility for the time being outstanding under this Agreement.

" Commercial Facilities " means the Commercial Athena Facility, the Commercial Mylos Facility and the Commercial Skyros Facility.

" Commercial Facility Loans " means the Commercial Athena Facility Loan, the Commercial Mylos Facility Loan and the Commercial Skyros Facility Loan.

" Commercial Facility Loans Margin " means, in relation to each Commercial Facility, 350 basis points per annum.

" Commercial Facility Termination Date " means the date falling five years after the First Utilisation Date.

" Commercial Lenders " means the Original Commercial Lenders and any New Lender under the Commercial Facilities.

" Commercial Mylos Facility " means the Commercial Mylos Facility made available under this Agreement as described in Clause 2.1 ( Facility ).

" Commercial Mylos Facility Loan " means the principal amount of the Commercial Mylos Facility for the time being outstanding under this Agreement.

" Commercial Skyros Facility " means the Commercial Skyros Facility made available under this Agreement as described in Clause 2.1 (Facility).

" Commercial Skyros Facility Loan " means the principal amount of the Commercial Skyros Facility for the time being outstanding under this Agreement.

" Commitment " means:




" Compliance Certificate " means a certificate in the form set out in Schedule 7 (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) in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Part C of Schedule 1 (The Parties) and the amount of
any other Commitment transferred to it under this Agreement; and
(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement.
(a) any member of the Group or any of its advisers; or

5


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:




" Contract Backlog " means at any relevant time the aggregate gross remaining revenues payable under the then backlog of committed contracts of commercial
employment of offshore drilling units owned by companies within the Group.

" 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.

" Current Assets " means, on any date, the aggregate value of the assets of the Group (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) 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.

" Debt Service Reserve Accounts " means the following debt service reserve accounts under certain loan facilities for the OCR Drillships:





" 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 each Drillship is delivered by the Builder to the relevant Drillship Owner in accordance with the relevant Shipbuilding
Contract.



(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,
(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.
(a) account number 24.22.53.911 held with ABN AMRO Bank N.V. Rotterdam in the name of Drillships Holdings Inc.;
(b) account number 0045383234 held with Nordea Bank Finland plc, London Branch in the name of Drillships Holdings Inc.;
(c) account number 29344604 held with Deutsche Bank AG, London Branch in the name of Drillship Kithira Owners Inc.; and
(d) account number 29344700 held with Deutsche Bank AG, London Branch in the name of Drillship Skopelos Owners Inc.

6

Disruption Event means either or both of:





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.

" Drilling Contract " means, in relation to any Drillship, any agreement with an oil company for the employment of that Drillship for drilling operations (including a
Satisfactory Drilling Contract), whether entered into directly between the oil company concerned and the relevant Drillship Owner or between the oil company
concerned and an Intra-Group Charterer.

" Drillship Athena " means the drillship to be named "Ocean Rig Athena" as further described in Part B of Schedule 1 (Guarantors and Drillships), to be acquired by
Drillship Kythnos Owners Inc.

" Drillship Mylos " means the drillship to be named "Ocean Rig Mylos" as further described in Part B of Schedule 1 (Guarantors and Drillships), to be acquired by
Drillship Skiathos Owners Inc.

" Drillship Owners " means:




" Drillships " means the drillships to be financed under this Agreement and acquired by the relevant Drillship Owner, being the Drillship Athena, the Drillship Mylos
and the Drillship Skyros, and " Drillship " shall mean any of them.

" Drillship Skyros " means the drillship to be named "Ocean Rig Skyros" as further described in Part B of Schedule 1 (Guarantors and Drillships), to be acquired by
Drillship Skyros Owners Inc.

" Earnings " means, in relation to each 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 that Drillship, including (but not limited to):



(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,
(a) in relation to Drillship Athena, Drillship Kythnos Owners Inc.;
(b) in relation to Drillship Mylos, Drillship Skiathos Owners Inc.; and
(c) in relation to Drillship Skyros, Drillship Skyros Owners Inc.

7










" Earnings Account " means an account in the name of the Borrower, each Drillship Owner or any Intra-Group Charterer with the Account Bank designated "Earnings
Account" and to which any part of the Earnings of any of the Drillships shall be paid.

" EBITDA " means the earnings before interest expenses, taxes, depreciation and amortization of the Group not taking into account any exceptional or extraordinary
items on a consolidated basis for the previous period of 12 Months.

" ECA Facilities Termination Date " means the date falling maximum 12 years after the First Utilisation Date, subject to the provisions of Clause 7.6 (GIEK/Kexim
prepayment option).

" Eksportkreditt GIEK Facilities " means the Eksportkreditt GIEK Athena Facility, the Eksportkreditt GIEK Mylos Facility and the Eksportkreditt GIEK Skyros
Facility.

" Eksportkreditt GIEK Facility Loans " means the Eksportkreditt GIEK Athena Facility Loan, the Eksportkreditt GIEK Mylos Facility Loan and the Eksportkreditt
GIEK Skyros Facility Loan.

" Eksportkreditt GIEK Facility Loans Margin " means, in relation to each Eksportkreditt GIEK Facility, 150 basis points per annum or such Eksportkreditt GIEK
Facility Loans Margin as will be determined by Clause 8.4 (Fixing of the Eksportkreditt GIEK Facility Loans Margin).

" Eksportkreditt GIEK Facility Loans Margin Period " shall have the meaning given to that term in Clause 8.4 (Fixing of the Eksportkreditt GIEK Facility Loans
Margin).

" Eksportkreditt GIEK Facility Loans Margin Review Date " shall have the meaning given to that term in Clause 8.4 (Fixing of the Eksportkreditt GIEK Facility
Loans Margin).

" Eksportkreditt GIEK Facility Loans New Margin Period " shall have the meaning given to that term in Clause 8.4 (Fixing of the Eksportkreditt GIEK Facility
Loans Margin).

" Eksportkreditt GIEK Athena Facility " means the Eksportkreditt GIEK Athena Facility made available under this Agreement as described in clause 2.1 (Facility).


(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 that 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 that 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 that Drillship.

8

" Eksportkreditt GIEK Athena Facility Loan " means the principal amount of the Eksportkreditt GIEK Athena Facility for the time being outstanding under this
Agreement.

" Eksportkreditt GIEK Mylos Facility " means the Eksportkreditt GIEK Mylos Facility made available under this Agreement as described in clause 2.1 ( Facility ).

" Eksportkreditt GIEK Mylos Facility Loan " means the principal amount of the Eksportkreditt GIEK Mylos Facility for the time being outstanding under this
Agreement.

" Eksportkreditt GIEK Skyros Facility " means the Eksportkreditt GIEK Skyros Facility made available under this Agreement as described in clause 2.1 ( Facility ).

" Eksportkreditt GIEK Skyros Facility Loan " means the principal amount of the Eksportkreditt GIEK Skyros Facility for the time being outstanding under this
Agreement.

" 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 each Drillship:




" 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



(a) any release, emission, spill or discharge into that Drillship or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally
Sensitive Material within or from that 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 that Drillship and which involves a collision between that Drillship and such other vessel or some other
incident of navigation or operation, in either case, in connection with which that Drillship is actually or potentially liable to be arrested, attached, detained or
injuncted and/or that Drillship and/or any Obligor and/or the Manager, Client or any other operator of that 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 that Drillship and in connection with which that Drillship is actually or potentially liable to be arrested and/or
where any Obligor and/or the Manager, Client or any other operator of that 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.

9

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) 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 ).

" Expiring Contract " has the meaning given to it in Clause 20.1 (Minimum Cash and Cash Equivalents).

" Facilities " means the facilities made available under the Commercial Facilities, the Eksportkreditt GIEK Facilities and the Kexim Facilities as described in Clause 2
(The Facilities ), and " Facility " shall mean any 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 Sections 1471 through 1474 of the Code, as of the date of this Agreement and any current or future regulations or official interpretations thereof.

" 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:











" Finance Party " means the Facility Agent, the Security Agent, any Hedge Counterparty and the Lenders.

" Financial Indebtedness " means any indebtedness for or in respect of:



(a) this Agreement;
(b) any Fee Letter;
(c) any Hedging Agreement;
(d) the Accounts Securities;
(e) the Shares Securities;
(f) the Mortgages;
(g) the General Assignments;
(h) the Manager's Undertaking;
(i) 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
(j) any other document designated as such by the Facility Agent and the Borrower.
(a) moneys borrowed;

10









" First Utilisation " means the first Utilisation under this Agreement, being a Utilisation of the Athena Facilities, the Mylos Facilities or the Skyros Facilities (as the
case may be).

" First Utilisation Date " means the date at which the Borrower makes the First Utilisation.

" Future Excess Cash Flow " has the meaning given to it in Clause 20.1 (Minimum Cash and Cash Equivalents ).

" General Assignment " means, in relation to each Drillship, the general assignment creating security in respect of the Earnings, the Insurances and any Requisition
Compensation relating to that Drillship in agreed form.

" GIEK " means Garanti-Instituttet for Eksportkreditt of Dronning Maudsgate 15, Vika, N-0122 Oslo, Norway, Norwegian organisation number 974 760 908.

" GIEK Conditions " means the terms and conditions of GIEK for the issuance of the GIEK Guarantee set out in GIEK's offer for buyer's credit guarantee number
102142 and "General Conditions for Export Guarantees (December 2006)".

" GIEK Guarantee " means a guarantee issued by GIEK in favour of Eksportkreditt (buyer's credit guarantee number 102142) pursuant to which GIEK has guaranteed
or will guarantee the payment to Eksportkreditt of 100 per cent. of the Eksportkreditt GIEK Facilities in circumstances therein specified and on the GIEK Conditions.

" Group " means the Parent and its Subsidiaries from time to time.

" Guarantors " means the Original Guarantors and any Additional Guarantors.

" Hedge Counterparty " means any of the Mandated Lead Arrangers and ABN AMRO Bank N.V. in its capacity as counterparty to a Hedging Agreement.


(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.

11

" 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 each Drillship:



" 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 any company within the Restricted Group being or becoming party to a Drilling Contract with an oil company (or, in relation to a
Satisfactory Drilling Contract, a Client), being as of the date of this Agreement, Ocean Rig Cunene Operations Inc. and Ocean Rig Block 33 Brasil B.V.

" 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 Facilities " means the Kexim Athena Facility, the Kexim Mylos Facility and the Kexim Skyros Facility.

" Kexim Facility Loans " means the Kexim Athena Facility Loan, the Kexim Mylos Facility Loan and the Kexim Skyros Facility Loan.

" Kexim Facility Loans Margin " means, in relation to each Kexim Facility, 350 basis points per annum.


(a) all policies and contracts of insurance, including entries of that Drillship in any protection and indemnity or war risks association, effected in respect of that
Drillship, its Earnings or otherwise in relation to that 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.

12

" Kexim Athena Facility " means the Kexim Athena Facility made available under this Agreement as described in clause 2.1 (Facility).

" Kexim Athena Facility Loan " means the principal amount of the Kexim Athena Facility for the time being outstanding under this Agreement.

" Kexim Mylos Facility " means the Kexim Mylos Facility made available under this Agreement as described in clause 2.1 (Facility).

" Kexim Mylos Facility Loan " means the principal amount of the Kexim Mylos Facility for the time being outstanding under this Agreement.

" Kexim Skyros Facility " means the Kexim Skyros Facility made available under this Agreement as described in clause 2.1 ( Facility ).

" Kexim Skyros Facility Loan " means the principal amount of the Kexim Skyros Facility for the time being outstanding under this Agreement.

" Lender " means:




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, any Facility or any Unpaid Sum:



as of the Specified Time on the Quotation Day for dollars and for a period comparable to the Interest Period for that Advance, that Facility 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 Loans, the Eksportkreditt GIEK Facility Loans and the Kexim Facility Loans outstanding under this
Agreement from time to time.

" Major Casualty " means any casualty to a 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) the ECA Lenders;
(b) the Original Commercial Lenders; and
(c) any New Lender,
(a) the applicable Screen Rate; or
(b) (if no Screen Rate is available for dollars for the Interest Period of that Advance, that Facility or that Unpaid Sum), the Reference Bank Rate,
(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

13

Loan immediately before repayment or prepayment in full aggregate 66% per cent. of the Loan immediately before such repayment,

however always to include minimum one of the 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 all Lenders, serving as the manager of each Drillship.

" Manager's Undertaking " means a letter of undertaking from the Manager subordinating the rights of the Manager against each Drillship and the relevant Obligor to
the rights of the Finance Parties in agreed form.

" Mandatory Cost " means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 4 (Mandatory Cost Formulae).

" Market Disruption Event " has the meaning given to it in Clause 10.2 (Market disruption).

" Market Value " means, in relation to a Drillship, at any date, the market value of that Drillship shown by the arithmetic mean of the valuations (it being understood
that if any valuation is given as a range, the arithmetic mean is to be applied for that valuation) prepared:





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:




" 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) as at a date not more than 14 days previously;
(b) by minimum two Approved Shipbrokers;
(c) with or without physical inspection of that 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,
(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.
(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

14


The above rules will only apply to the last Month of any period.

" Mortgage " means, in relation to each Drillship, the first preferred Marshall Islands ship mortgage on that Drillship securing a minimum amount of USD
1,620,000,000, in agreed form.

" Mylos Facilities " means the Commercial Mylos Facility, the Eksportkreditt GIEK Mylos Facility and the Kexim Mylos Facility.

" 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 drilling unit which has been in operation for a period of less than 12 Months shall not be taken into account).

" New Lender " means any bank or financial institution which has become a Party in accordance with Clause 28 (Changes to the Lenders).

" New Margin Offer " shall have the meaning given to that term in Clause 8.4 (Fixing of the Eksportkreditt GIEK Facility Loans Margin).

" Norwegian Contract Value " means the aggregate value contract amount of the Norwegian Equipment delivered in respect of any Drillship or Drillships, as the case
may be.

" Norwegian Equipment " means the equipment manufactured (and/or services rendered) by National Oilwell Norway AS, ABB AS, Kongsberg Marine AS, Rolls
Royce AS and certain other Norwegian exporters in relation to the building of the Drillships and with an estimated aggregated value of approximately USD
250,000,000 per Drillship, as evidenced to the satisfaction of Eksportkreditt pursuant to Clause 4.2 (Eksportkreditt conditions precedent).

" Obligor " means the Borrower and the Guarantors at any time, including any Additional Guarantors.

" OCR Drillships " means the drillships "Corcovado" (owned by Drillship Hydra Owners Inc.), "Olympia" (owned by Drillship Paros Owners Inc.),
"Poseidon" (owned by Drillship Kithira Owners Inc.) and "Mykonos" (owned by Drillship Skopelos Owners Inc.) which owner companies are companies within the
Group.

" 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 2011.

" Overseas Regulations " means the Overseas Companies Regulations 2009 (SI 2009/1801).

" Parallel Debt " has the meaning ascribed to it in Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)).

" Parent " means Ocean Rig UDW Inc.

" 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.



(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.

15

Permitted Security means






" 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.

" Prohibited Person " means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed.

" 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 and Nordea Bank Finland Plc. and/or such other banks 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) Security created by the Finance Documents;
(b) liens for unpaid master's and current crew's wages in accordance with usual maritime practice;
(c) liens for salvage;
(d) any ship repairer's or outfitter's possessory lien arising by operation of law and not exceeding USD 2,500,000; and
(e) any other liens incurred in the ordinary course of operating such Drillship not exceeding USD 2,500,000.
(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

16


" Repayment Date " means the date falling three Months after the First 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 each Drillship:



" 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.

" 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 sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting,
financing or making assets available (or other activities similar to or connected with any of the foregoing):




by which any Obligor is bound or to which it is subject or, as regards a regulation, compliance with which is reasonable in the ordinary course of business of any
Obligor.

" Satisfactory Drilling Contract " means, in relation to each Drillship, a drilling contract for that Drillship in form and substance customary in the offshore drilling
market and acceptable to the Majority Lenders (in this case Majority Lenders shall also include both ECA Lenders),



(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.
(a) any expropriation, confiscation, requisition or acquisition of that 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 relevant Drillship Owner; and
(b) any arrest, capture, seizure or detention of that Drillship (including any hijacking or theft) unless it is within 30 days redelivered to the full control of the
relevant Drillship Owner.
(a) imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council;
(b) imposed by CISADA; or
(c) otherwise imposed by any law or regulation,

17

entered into between the relevant Drillship Owner or an Intra-Group Charterer and a Client at a rate of at least USD 450,000 per day and having a fixed duration of at
least three years.

" Scheduled Delivery Date " means the date on which each Drillship is scheduled to be delivered under the relevant Shipbuilding Contract, as of the date of this
Agreement scheduled to be:




" Screen Rate " means the British Bankers' Association Interest Settlement Rate for dollars for the relevant period displayed on the appropriate page of the Reuters
screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after
consultation with the Borrower and the Lenders.

" 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) in relation to the Drillship Mylos, 31 July 2013;
(b) in relation to the Drillship Skyros, 31 October 2013; and
(c) in relation to the Drillship Athena, 30 November 2013.
(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 T ransaction
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.

18

" 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 Drilling Contract, and under which provision of
additional services or other requirements incidental to the Drilling Contract is agreed due to requirements set out in the 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 IntraGroup Charterer, in agreed form.

" Shipbuilding Contract " means the shipbuilding contract for each Drillship made between the Builder and the relevant Drillship Owner for the construction by the
Builder of that Drillship and the purchase of that Drillship by the relevant Drillship Owner, being:




" Skyros Facilities " means the Commercial Skyros Facility, the Eksportkreditt GIEK Skyros Facility and the Kexim Skyros Facility.

" Specified Time " means a time determined in accordance with Schedule 11 (Timetables);

" Subsidiary " means an entity from time to time of which a person:



" 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 ECA Facilities Termination Date.

" Third Parties Act " has the meaning given to it in Clause 1.5 (Third party rights).



(a) in relation to the Drillship Mylos, the shipbuilding contract entered into between Drillship Skiathos Owners Inc. and the Builder dated 18 April 2011;
(b) in relation to the Drillship Skyros, the shipbuilding contract entered into between Drillship Skyros Owners Inc. and the Builder dated 27 April 2011; and
(c) in relation to the Drillship Athena, the shipbuilding contract entered into between Drillship Kythnos Owners Inc. and the Builder dated 23 June 2011.
(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.

19

" Total Assets " means, on any date, the Group's (on a consolidated basis) book value of assets which are treated as assets in accordance with the applicable Accounting
Principles.

" Total Commercial Facility Loans Commitments " m e ans:




as that amount may be reduced, cancelled or terminated in accordance with this Agreement.

" Total Commitments " means the aggregate of the Total Commercial Facility Loans Commitments, the Total Eksportkreditt GIEK Facility Loans Commitments and
the Total Kexim Facility Loans Commitments, being USD 1,350,000,000 at the date of this Agreement.

" Total Eksportkreditt GIEK Facility Loans Commitments " means:




however, in respect of each of (a), (b) and (c) above, always limited to 80 per cent. of the Norwegian Contract Value relating to that one Drillship, and as that amount
may be reduced, cancelled or terminated in accordance with this Agreement.

"Total Kexim Facility Loans Commitments" means:




as that amount may be reduced, cancelled or terminated in accordance with this Agreement.

" Total Loss " means, in relation to each Drillship:



" Total Loss Date " means, in relation to the Total Loss of a Drillship:






(a) in relation to the Commercial Athena Facility, USD 150,000,000;
(b) in relation to the Commercial Mylos Facility, USD 150,000,000; and
(c) in relation to the Commercial Skyros Facility, USD 150,000,000,
(a) in relation to the Eksportkreditt GIEK Athena Facility, USD 150,000,000;
(b) in relation to the Eksportkreditt GIEK Mylos Facility, USD 150,000,000; and
(c) in relation to the Eksportkreditt GIEK Skyros Facility, USD 150,000,000,
(a) in relation to the Kexim Athena Facility, USD 150,000,000;
(b) in relation to the Kexim Mylos Facility, USD 150,000,000; and
(c) in relation to the Kexim Skyros Facility, USD 150,000,000,
(a) actual, constructive, compromised, agreed or arranged total loss of that Drillship; or
(b) any Requisition.
(a) in the case of an actual loss of that Drillship, the date on which it occurred or, if that is unknown, the date when that Drillship was last heard of;
(b) in the case of a constructive, compromised, agreed or arranged total loss of that Drillship, the earlier of:
(i) the date on which a notice of abandonment is given to the insurers; and

20



" 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 5 (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:



" 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.

" Utilisation " means a utilisation of a Facility.

" Utilisation Date " means the date of a Utilisation, being the date on which the relevant 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:



1.2 Construction







(ii) the date of any compromise, arrangement or agreement made by or on behalf of the Borrower or the relevant Drillship Owner with that Drillship's
insurers in which the insurers agree to treat that 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.
(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.
(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); 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.
(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;

21



(iv) " document " includes a deed and also a letter, fax or telex;








(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;


(xv) words denoting the singular number shall include the plural and vice versa; and





1.3 Construction of insurance terms

In this Agreement:



(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;
(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;
(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.

22

" 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 a
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 a protection and indemnity association managed in London, 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 1 of the Institute Time Clauses (Hulls) (1/10/82) 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).


References in Clause 1.1 (Definitions) to any Finance Document being in "agreed form" are to that Finance Document:









1.4 Agreed forms of Finance Documents
(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 11.3 (Fees payable in respect of the GIEK Guarantee), Clause 16
(Costs and expenses) and Clause 27 (Recourse Requirements and Rights of Subrogation), 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 Clause 31.13 (No proceedings) 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.

23

SECTION 2
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:











(ii) a USD 150,000,000 term loan facility in relation to the Drillship Mylos (the " Kexim
Mylos Facility "); and

(iii) a USD 150,000,000 term loan facility in relation to the Drillship Skyros (the " Kexim
Skyros Facility ").






2 THE FACILITIES
2.1 The Facilities
(a) term loan facilities which the Commercial Lenders make available in an aggregate principal amount equal to the Total Commercial Facility Loans Commitments, being:
(i) a USD 150,000,000 term loan facility in relation to the Drillship Athena (the " Commercial Athena Facility ");
(ii) a USD 150,000,000 term loan facility in relation to the Drillship Mylos (the " Commercial Mylos Facility "); and
(iii) a USD 150,000,000 term loan facility in relation to the Drillship Skyros (the " Commercial Skyros Facility ").
(b) term loan facilities which Eksportkreditt makes available in an aggregate principal amount equal to the Total Eksportkreditt GIEK Facility Loans Commitments, being :
(i) a USD 150,000,000 term loan facility in relation to the Drillship Athena (the " Eksportkreditt GIEK Athena Facility ");
(ii) a USD 150,000,000 term loan facility in relation to the Drillship Mylos (the " Eksportkreditt GIEK Mylos Facility "); and
(iii) a USD 150,000,000 term loan facility in relation to the Drillship Skyros (the " Eksportkreditt GIEK Skyros Facility ").
(a) term loan facilities which the Kexim make available in an aggregate principal amount equal to the Total Kexim Facility Loans Commitments, being:
(i) a USD 150,000,000 term loan facility in relation to the Drillship Athena (the " Kexim Athena 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.
(a) 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.

24





The Borrower shall apply all amounts borrowed by it under the Facilities only for the purpose of providing part financing for each Drillship to be acquired by the
respective Drillship Owner either for payment to the Builder or in reimbursement in relation to amounts already paid to the Builder.


No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.



The Borrower may not deliver a Utilisation Request in relation to the First Utilisation unless the Facility Agent has received all of the documents and other evidence
listed in Part A of Schedule 2 (Conditions Precedent to the First Utilisation Request) and, in relation to the Utilisation Requests following the First Utilisation, all of
the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent to subsequent Utilisation Requests), in form and substance satisfactory to the
Facility Agent.


The Borrower may not deliver a Utilisation Request in relation to any Facility unless Eksportkreditt has received evidence, in form and substance satisfactory to
Eksportkreditt:




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:




(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
3.2 Monitoring
4 CONDITIONS OF UTILISATION
4.1 Initial conditions precedent
4.2 Eksportkreditt conditions precedent
(a) that the Norwegian Equipment has been delivered in accordance with the terms of the respective equipment contracts; and
(b) that the Norwegian Contract Value exceed at least 125 per cent. of the aggregate of Eksportkreditt's participation in all Advances already made (if any) and to be made
through the proposed Utilisation.
4.3 Further conditions precedent
(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 7.3 (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 C of Schedule 2
(Conditions Precedent to each Utilisation ) in form and substance satisfactory to the Facility Agent.

25

4.4 Notification of satisfaction of conditions precedent

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 (Eksportkreditt conditions precedent) and Clause 4.3 (Further conditions precedent ).

4.5 Waiver of conditions precedent

If the Majority Lenders and the ECA Lenders (or, in relation to conditions which are comprised by Clause 42.2 ( Exceptions ), all the Lenders), 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 4.3 ( Further conditions
precedent ) has been satisfied, the Borrower shall ensure that that condition is satisfied within five Business Days after the relevant Utilisation Date or such later date as
the Facility Agent, acting with the authorisation of the Majority Lenders and the ECA Lenders (or all the Lenders, as the case may be), may agree in writing with the
Borrower.




26

SECTION 3

UTILISATION










(iv) the proposed Interest Period complies with Clause 9 (Interest Periods); and











5 UTILISATION
5.1 Delivery of a Utilisation Request
(a) The Borrower may utilise a Facility 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 same Facility. All three Facilities relating to the same Drillship must be utilised on the
same Utilisation Date.
5.2 Completion of a Utilisation Request
(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it specifies whether it is for the Commercial Athena Facility Loan, Commercial Mylos Facility Loan, Commercial Skyros Facility Loan, Eksportkreditt GIEK
Athena Facility Loan, Eksportkreditt GIEK Mylos Facility Loan, Eksportkreditt GIEK Skyros Facility Loan, Kexim Athena Facility Loan, Kexim Mylos
Facility Loan or Kexim Skyros Facility Loan;
(ii) the proposed Utilisation Date is the Delivery Date of the relevant Drillship and is a Business Day within the applicable Availability Period;
(iii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
(v) it specifies the account of the Builder in accordance with the relevant Shipbuilding Contract and/or the account of the relevant Drillship Owner for
reimbursement to that Drillship Owner of amounts already paid to the Builder.
(b) Only one Advance may be requested in each Utilisation Request.
5.3 Currency and amount
(a) The currency specified in a 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) Each Utilisation for a Drillship must be utilised equally across the three Facilities relating to that Drillship.
(d) 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 each Advance available by the Utilisation Date through its Facility
Office.

27


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 each Utilisation Date, pay to, or for the account of, the Borrower the amounts which the Facility Agent receives from the Lenders, as
further specified in the Utilisation Request. That payment shall be made in like funds as the Facility Agent received from the Lenders. Payment to any third parties shall
constitute the making of the Advance and the Obligors shall at that time become indebted, as principal and direct obligors, to each Lender in an amount equal to that
Lender's participation in that Advance.


(b) Upon receipt of a Utilisation Request, the Facility Agent shall by the Specified Time notify each Lender of the details of the requested Advance and the amount of each
Lender's participation.

28

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION












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.


The Borrower may not reborrow any part of a Facility which is repaid.



6 REPAYMENT
6.1 Repayment of Advances
(a) The Borrower shall repay each Advance by quarterly repayments in accordance with paragraph (c) below and Schedule 9 (Repayments) as attached hereto and updated
thereafter pursuant to paragraph (e) below, each a " Repayment Instalment ".
(b) The repayment of each Advance shall commence on the first Repayment Date following the drawdown of that Advance and on each Repayment Date thereafter, as
provisionally set out in Schedule 9 (Repayments) which has assumed that each Delivery Date will occur on its Scheduled Delivery Date and that there will be a full
drawdown under each of the Facilities.
(c) The Repayment Instalments under each Advance shall be calculated as follows:
(i) the amount drawn under the relevant Facilities for each Drillship shall, subject also to complying with paragraph (ii) below, be equally split between the three
Facilities, and thereafter spread equally across the maximum number of Repayment Dates available while at the same time ensuring compliance with
paragraph (ii) below (up to and including the ECA Facilities Termination Date but in the case of each Commercial Facility with a balloon payment on the
Commercial Facilities Termination Date aggregating all amounts thereunder then outstanding).
(ii) the aggregate principal outstanding on the Commercial Facility Termination Date in relation to each Drillship shall be approximately but not exceeding USD
250,000,000. Taking account of the later Delivery Dates relative to the second and third Drillship and to achieve a similar aggregate principal outstanding on
the Commercial Facility Termination Date of approximately (but not exceeding) USD 250,000,000 in relation to the Facilities for the second and third
Drillship, the shortfall between USD 250,000,000 and what would otherwise have been the aggregate principal outstanding at the Commercial Facility
Termination Date in relation to the Facilities for the second and third Drillship shall be allocated pro rata across all the scheduled instalments to be repaid
under the relevant Commercial Facility up to and including the Commercial Facility Termination Date, as illustrated in Schedule 9 ( Repayments ).
(d) Unless the Commercial Facilities have been renewed as contemplated in Clause 7.6 (GIEK /Kexim prepayment option), each of the Commercial Facility Loans shall be
repaid in full on the Commercial Facility Termination Date.
(e) Schedule 9 (Repayments) shall be updated based on the principles set out in this Clause 6.1 (Repayment of Advances), and such update shall be provided by the Facility
Agent promptly following each Delivery Date (to the extent required).
6.2 Termination Date
6.3 Reborrowing

29



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:





If the GIEK Guarantee, for whatever reason (other than due to an act or omission of an Obligor as set out in Clause 26.5 (GIEK Guarantee)), ceases to exist, becomes
invalid, nonbinding or unenforceable or is otherwise jeopardized in full or in part, the Total Commitments shall be automatically cancelled and the Loan and other
amounts outstanding under the Finance Documents shall fall due for payment on the date of cancellation of the Total Commitments and shall be prepaid within 30 days
after such date of cancellation.










7 PREPAYMENT AND CANCELLATION
7.1 Illegality
(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 Cessation of GIEK Guarantee
7.3 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 60 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.
7.4 Voluntary and automatic cancellation
(a) The Borrower may, if it gives the Facility Agent not less than three 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 10,000,000) of any unutilised Facility. Any cancellation under this Clause 7.4 (Voluntary and automatic
cancellation) of a Facility or Facilities relating to a Drillship shall reduce the Commitments of the Lenders under the three Facilities for that Drillship rateably. Subject
to the foregoing, any cancellation under this Clause 7.4 (Voluntary and automatic cancellation) of a Commercial Facility shall reduce the Commitments of the
Commercial Lenders under the relevant Facility or Facilities (as the case can be) rateably.

30




7.5 Voluntary prepayment of the Loan



7.6 GIEK/ Kexim prepayment option



7.7 Mandatory prepayment on cancellation of a Satisfactory Drilling Contract

If, prior to the Commercial Facility Termination Date, a Satisfactory Drilling Contract is cancelled before its original termination date, the Borrower shall promptly
notify the Facility Agent upon becoming aware of the cancellation and, unless a new Satisfactory Drilling Contract (and under which hire shall commence to be payable
within six Months after such cancellation) is entered into within 90 days after such cancellation, prepay any and all outstanding amounts related to the relevant Drillship
(being the Athena Facilities, the Mylos Facilities or the Skyros Facilities) on or before the date falling six Months after the date of such cancellation.

7.8 Mandatory prepayment on sale or Total Loss

If any 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 related to that
Drillship (being



(b) The unutilised Commitment of each Lender in respect of any of the Athena Facilities, the Mylos Facilities and/or the Skyros Facilities shall be automatically cancelled
at close of business on the Utilisation Date of that Facility.
(a) The Borrower may, if it gives the Facility Agent not less than 60 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 7.5 (Voluntary prepayment of the Loan) shall be applied pro rata against the remaining scheduled Repayment Instalments
under each of the Athena Facilities, the Mylos Facilities and the Skyros Facilities, including the Balloons, as set out in Clause 6.1 (Repayment of Advances ).
(a) In the event that the Commercial Facilities have not been extended hereunder by the Commercial Lenders or otherwise refinanced in each case on terms acceptable to
the ECA Lenders and GIEK by the date falling 12 Months prior to the Commercial Facility Termination Date, GIEK (acting through Eksportkreditt) and the ECA
Lenders shall each have the option, but not the obligation, to terminate the Eksportkreditt GIEK Facility Loans and the Kexim Facility Loans at the Commercial Facility
Termination Date. Unless the Borrower has been notified in writing by the relevant ECA Lender no later than 60 days before the Commercial Facility Termination Date
that GIEK and Eksportkreditt or Kexim (as the case may be) are satisfied with such terms and do not require prepayment, then such prepayment options in respect of
each ECA Lender shall be deemed to have been exercised, and the Borrower shall prepay in full each of the Advances made by either or both ECA Lenders (as the case
may be) (being the Eksportkreditt GIEK Facility Loans and/or the Kexim Facility Loans, 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 GIEK (acting through Eksportkreditt) and the ECA Lenders set out in paragraph (a) above shall thereafter also arise for
GIEK (acting through Eksportkreditt) and each of the ECA Lenders at all other relevant times where the Commercial Facilities having been extended or refinanced for a
further period pursuant to sub-clause (a) above have not been further extended or otherwise refinanced in each case on terms acceptable to the ECA Lenders and GIEK
by the date falling 12 Months prior to the maturity date of so extended or refinanced Commercial Facilities, so long as any Eksportkreditt GIEK Facility Loans or
Kexim Facility Loans remain at such time outstanding under this Agreement.

31

the Athena Facilities, the Mylos Facilities or the Skyros Facilities, as the case may be). Such prepayment shall be made:




If for any reason the Norwegian Contract Value is reduced after one or more Advance of an Eksportkreditt GIEK Facility has been made, any amount(s) under such
relevant Advance or Advances in excess of 80 per cent. of the Norwegian Contract Value shall immediately become due and payable by the Borrower to Eksportkreditt
together with all accrued outstanding interest thereunder.











(a) in the case such 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
such 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.
7.9 Mandatory prepayment - reduction of Norwegian Contract Value
7.10 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 10 (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 7.11 (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.
7.11 Prepayment fee
Any voluntary prepayment pursuant to Clause 7.5 (Voluntary prepayment of the Loan) made under any of the Kexim Facilities and any prepayment following a
voluntary sale or disposal of any Drillship pursuant to Clause 7.8 (Mandatory prepayment on sale or Total Loss) under any of the Kexim Facilities 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.

32




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:
















SECTION 5
COSTS OF UTILISATION
8 INTEREST
8.1 Calculation of interest
(a) the Applicable Margin;
(b) LIBOR; and
(c) the Mandatory Cost, if any.
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.

33








The Facility Agent shall promptly notify the Lenders and the Borrower of the determination
of a rate of interest under this Agreement.











8.4 Fixing of the Eksportkreditt GIEK Facility Loans Margin
(a) The Eksportkreditt GIEK Facility Loans Margin is fixed for a period of 60 months from the First Utilisation Date (the " Eksportkreditt GIEK Facility Loans Margin
Period ").
(b) The Borrower may from the date falling 60 Business Days prior to the Interest Payment Date faling nearest to the expiry of the Eksportkreditt GIEK Facility Loans
Margin Period (the " Eksportkreditt GIEK Facility Loans Margin Review Date "), but no later than 40 Business Days prior to the Eksportkreditt GIEK Facility
Loans Margin Review Date, request that Eksportkreditt gives an offer to the Borrower for a new fixed Eksportkreditt GIEK Facility Loans Margin (the " New Margin
Offer ") for an additional period to be agreed between Eksportkreditt and the Borrower (the " Eksportkreditt GIEK Facility Loans New Margin Period ").
Eksportkreditt shall, within ten Business Days of receipt of such request, give a New Margin Offer to the Borrower. No later than ten Business Days of receipt of the
New Margin Offer, the Borrower may accept or reject the New Margin Offer. If the Borrower does not request Eksportkreditt to give a New Margin Offer or does not
accept the New Margin Offer in accordance with the conditions of this Clause 8.4, Eksportkreditt's Commitments shall terminate forthwith and any amount outstanding
under the Eksportkreditt GIEK Facility Loans together with Eksportkreditt's proportionate part of all other amounts outstanding under the Finance Documents (if any)
shall be due and payable by the Borrower on the last day of the relevant Eksportkreditt GIEK Facility Loans Margin Period.
(c) In such event, Kexim shall have the option, but not the obligation, by notice to the Borrower, to terminate its Commitments whereby any amount outstanding under the
Kexim Facility Loans together with Kexim's proportionate part of all other amounts outstanding under the Finance Documents (if any) shall be due and payable by the
Borrower, together with all amounts due and payable pursuant to paragraph (b) above, on the last day of the relevant Eksportkreditt GIEK Facility Loans Margin Period
or at such later date as Kexim may agree.
8.5 Notification of rates of interest
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 for the relevant Advance. 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 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.

34


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


(i) the Applicable Margin;


(iii) the Mandatory Cost, if any, applicable to that Lender's participation in that Advance.

(b) In this Agreement " Market Disruption Event " means:



10.3 Alternative basis of interest or funding





(g) The first Interest Period for an Advance shall start on the First Utilisation Date and each subsequent Interest Period shall start on the last day of the preceding Interest
Period.
(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:
(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; and
(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.
(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.

35






11 FEES

11.1 Commitment fee

The Borrower shall pay such commitment fees as set out in the Fee Letters.

11.2 Other fees

The Borrower shall pay such other fees as set out in the Fee Letters.

11.3 Fees payable in respect of the GIEK Guarantee

The Borrower shall pay to the Facility Agent (for the account of GIEK) a guarantee premium at the rate of 200 basis points per annum on the outstanding principal
amount of the GIEK Guarantee (the " GIEK Guarantee Premium ") for the period from the issue of GIEK Guarantee until its expiry date.

The GIEK Guarantee Premium shall be payable quarterly in arrears on each Quarter Date (or such shorter period as shall end on the expiry date of the GIEK
Guarantee).


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.

36



ADDITIONAL PAYMENT OBLIGATIONS


" 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.

" 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).










Protected Party an amount equal to the loss, liability or cost which that Protected Party



SECTION 6
12 TAX GROSS UP AND INDEMNITIES

12.1 Definitions

(a) In this Agreement:

(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

37

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:




(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up).



12.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:


(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).


(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
(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.
(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

38











(ii) compliance with any law or regulation made, after the date of this Agreement.


Affiliate's) overall capital;


(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.
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 as a result of:
(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(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

39


(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.



Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:




(i) making or filing a claim or proof against that Obligor; or


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) he rate or rates of exchange available to that person at the time of its receipt of that Sum.



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

(a) attributable to a Tax Deduction required by law to be made by an Obligor;

(b) 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);
(c) compensated for by the payment of the Mandatory Cost; or
(d) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(e) 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:
(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
(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.

40




demand, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of:












incur in connection with such arrangement.


(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
(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 a 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); or
(iv) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.
(b) The Borrower shall (or shall procure that an Obligor will) promptly 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, a 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.
(e) If, in respect of an Advance, the Lenders pre-position funds with the Builder's bank at the request of the Borrower, the Borrower and each other Obligor:
(i) 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 in respect of it or, if such Utilisation Date does not occur, within three Business Days of demand by the Facility Agent; and
(ii) shall, without duplication, indemnify each Finance Party against any losses it may

41



The Borrower shall (or shall procure that an Obligor will) promptly indemnify each Servicing Bank against any cost, loss or liability incurred by that Servicing Bank
(acting reasonably) as a result of:





(i) in relation to or as a result of:













14.3 Indemnity to the Servicing Banks
(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.
14.4 Indemnity to the Security Agent
(a) The Borrower shall (or shall procure that an Obligor will) promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability
incurred by any Secured Party:
(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 14.4 (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 3 of Schedule 4 (Mandatory Cost Formulae) 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

42


(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).


16 COSTS AND EXPENSES

16.1 Transaction expenses

The Borrower shall promptly on demand pay any Secured Party and GIEK 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.

(a) an Obligor requests an amendment, waiver or consent; or

(b) an amendment is required pursuant to Clause 34.9 (Change of currency); or


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 GIEK 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 GIEK the amount of all costs and expenses (including legal fees) incurred by
that Secured Party or GIEK 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.


(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.
16.2 Amendment costs If:

(c) an Obligor requests, and the Security Agent agrees to, the release of any part of the Charged Property from the Transaction Security,

43


SECTION 7

GUARANTEE
17 GUARANTEE AND INDEMNITY

17.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally on a joint and several basis:




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;





(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.
(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

44

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;






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.


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:




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):






(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
17.6 Appropriations
(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
(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

45

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.




46

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

Each Obligor makes the representations and warranties set out in this Clause 18 (Representations) to each Finance Party on the date of this Agreement.





The obligations expressed to be assumed by it in each Finance Document to which it is a party and, in the case of each Drillship Owner, the Shipbuilding Contract to
which it is a party, are legal, valid, binding and enforceable 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 each Drillship Owner,
the Shipbuilding Contract to which it is a party, do not and will not conflict with:







18 REPRESENTATIONS

18.1 General

18.2 Status
(a) It is a company, 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
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
(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:

47






All Authorisations required or desirable:



have been obtained or effected and are in full force and effect.





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:


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.



(i) in the case of each Drillship Owner, its execution of the Shipbuilding Contract to which it is a party, the purchase of and payment for the Drillship under that
Shipbuilding Contract and its registration of the Drillship under the Approved Flag; and
(ii) its entry into, performance and delivery of, each Finance Document to which it is a party and, in the case of each Drillship Owner, the Shipbuilding Contract to
which it is a party, and the transactions contemplated by those Finance Documents and that Shipbuilding 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
(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 each Drillship
Owner, the Shipbuilding Contract to which it is a party; and
(b) to make the Finance Documents to which it is a party and, in the case of each Drillship Owner, the Shipbuilding Contract to which it is a party, admissible in evidence
in its Relevant Jurisdictions,
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
(a) in case of each Drillship Owner, the registration of each Mortgage at the Marshall Island ship registry which will be made at the relevant Delivery Date;
(b) registration (where required) of the Transaction Security granted under Dutch law with the relevant Dutch tax authorities; and

(c) 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


48



against it with respect to Taxes.













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.


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).


18.11 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
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 2011.
18.15 Pari passu ranking
18.16 No proceedings pending or threatened

49







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
Borrower or any other member of the Group, the Builder or a third party in connection with the purchase by each Drillship Owner of the respective Drillship, other than
as disclosed to the Facility Agent in writing on or before the date of this Agreement.


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.


All Environmental Laws relating to the ownership, operation and management of a 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.


No Environmental Claim has been made or threatened against any member of the Group or the Drillships.


No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.


All requirements of the ISM Code and the ISPS Code as they relate to the Drillship Owners, the Manager and each Drillship have been complied with.


No company within the Restricted Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.


18.17 Validity and completeness of the Shipbuilding Contracts and Satisfactory Drilling Contracts
(a) Each Shipbuilding Contract and any Satisfactory Drilling Contract entered into constitutes legal, valid, binding and enforceable obligations of the Builder, the relevant
Client, the relevant Intra-Group Charterer and the relevant Drillship Owner respectively, as the case may be.
(b) The copies of the Shipbuilding Contracts and any Satisfactory Drilling Contracts delivered to the Facility Agent before the date of this Agreement, or in the case of
Satisfactory Drilling Contracts at any subsequent date, are true and complete copies.
(c) No amendments or additions to any of the Shipbuilding Contracts or any Satisfactory Drilling Contracts have been agreed nor has (i) any Drillship Owner or the Builder
waived any of their respective rights under any Shipbuilding Contract or (ii) any Drillship Owner or any IntraGroup Charterer or any Client waived any of their
respective rights under any Satisfactory Drilling Contract.
18.18 No rebates etc.
18.19 No breach of laws
18.20 Compliance with Environmental Laws
18.21 No Environmental Claim
18.22 No Environmental Incident
18.23 ISM and ISPS Code compliance
18.24 Financial Indebtedness

50



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.


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.


No Drillship Owner nor the Borrower has a place of business in any country other than the Marshall Islands.

The Borrower does not have any employees or any liabilities under any pension scheme.





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.


Each Drillship is with effect from the Utilisation Date related to the financing of that Drillship:






18.25 Overseas companies
18.26 Centre of main interests and establishments
18.27 Place of business
18.28 No employee or pension arrangements

18.29 Ownership

(a) The Parent owns all of the shares and the ownership interests in the Borrower as described in Schedule 12 (Corporate Structure ).
(b) The Borrower owns (directly or indirectly) all of the shares and the ownership interests in each of its Subsidiaries including the Drillship Owners as described in
Schedule 12 (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
18.31 The Drillships
(a) in the absolute ownership of the relevant Drillship Owner, free and clear of all encumbrances (other than any Permitted Security), and the relevant Drillship Owner is
the sole, legal and beneficial owner of that Drillship;
(b) registered in the name of the relevant 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.

51



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) including, but not limited to Directive 2005/60
amending Council Directive 91/308).


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.

(i) is a Prohibited Person;


(iii) owns or controls a Prohibited Person.



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.








18.32 No money laundering
18.33 Corrupt practices
18.34 Sanctions

(a) No Obligor:

(ii) is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person; and
(b) No proceeds of any Advance or the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly
or indirectly, applied in a manner or for a purpose prohibited by Sanctions.
18.35 No immunity
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.

52




The Obligors are not in breach of the GIEK Conditions pursuant to which the GIEK Guarantee was issued.


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.



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.


The Borrower shall (or shall procure that the Parent shall) supply to the Facility Agent in sufficient copies for all the Lenders:













18.37 GIEK Conditions
18.38 Repetition
19 INFORMATION UNDERTAKINGS
19.1 General
19.2 Financial statements
(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 and balance sheet);
(ii) the Borrower's unaudited consolidated financial statements (to include a profit and loss account and balance sheet); 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 and balance sheet); and
(ii) the Borrower's unaudited consolidated financial statements for that financial quarter (to include a profit and loss account and balance sheet).
(c) prior to each financial year, detailed five year projected consolidated financial statements (to include cash flow projections) of each of the Group and the Borrower 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 paragraph (a)(i) and
(b)(i) of Clause 19.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial
Covenants), Clause 24.2 (Minimum Required Security Cover) and, if relevant, the Future Excess Cash Flow as set out in Clause 20.1 (Minimum Cash and Cash
Equivalents) as at the date as at which those financial statements were drawn up.
(b) Each Compliance Certificate shall be signed by any authorized signatory of the Parent.

53


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:



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.


Each Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):



(i) the Drillships, 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; and





19.4 Requirements as to financial statements
(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.
19.5 Information: miscellaneous
(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:
(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 (including, without limitation, compliance with FATCA).
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).

54






(ii) any change in the status of an Obligor after the date of this Agreement; or


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.



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.


The Parent and the Borrower shall ensure that Cash and Cash Equivalents:

(i) USD 25,000,000 from delivery of the first Drillship;

(ii) USD 50,000,000 from delivery of the second Drillship; and

(iii) USD 75,000,000 from delivery of the third Drillship.


(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;
(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,
(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
20.1 Minimum Cash and Cash Equivalents
(a) in the case of the Group will not at any time fall below USD 100,000,000 (including any Cash and Cash Equivalents of the Borrower); and

(b) in the case of the Borrower (on a consolidated basis) will not at any time fall below:


55






For the purpose of this Clause 20.1 (Minimum Cash and Cash Equivalents) " Future Excess Cash Flow " means at any relevant time the estimated aggregate future
cash flow for all the Drillships based on any firm drilling contract (including a Satisfactory Drilling Contract) or firm contract extensions, in either case for contract
periods beyond the third anniversary of each Utilisation only, and always provided that such future cash flow is expected to be available for payment of debt service
under this Agreement, and to be calculated as gross revenue less operating expenses, interest expense, and other expenses or investments relative to the Borrower's
business and the Drillships during such contract periods as estimated by the Borrower and acceptable to the Majority Lenders (acting reasonably).

The amount at any such time of the Future Excess Cash Flow shall be reported by the Borrower promptly following the commencement of any relevant period to which
this subparagraph (c) applies and in each Compliance Certificate delivered hereafter.

20.2 Leverage Ratio

The Parent shall ensure that the Group's Leverage Ratio will not exceed 5.0 : 1.

20.3 Interest Cover Ratio

The Parent shall ensure that the Group's Interest Cover Ratio shall be minimum 3.0 : 1.

20.4 Current Ratio

The Parent shall ensure that the Group's Current Ratio is greater than 1:1.

20.5 Equity Ratio

The Parent shall ensure that the Group's Equity Ratio shall not be less than 35 per cent.

20.6 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.


(c) Not withstanding sub-paragraph (b) above, the higher of (i) and (ii) below shall apply.
(i) during any period starting 12 Months prior to the expiry of a Satisfactory Drilling Contract (each an " Expiring Contract ") for any one or more of the
Drillships, the aggregate Cash and Cash Equivalents of the Borrower shall be increased (but not reduced below USD 25,000,000 per Drillship) so that it is at
least equal to the aggregate amount payable under the next six Repayment Instalments under each of the Facilities less the Future Excess Cash Flow; and
(ii) during any period starting on the expiry date of the Expiring Contract for any one or more of the Drillships, if the Group has a total Contract Backlog of less
than USD 500,000,000 the aggregate Cash and Cash Equivalents of the Borrower shall be increased (but not reduced below USD 25,000,000 per Drillship) so
that it is at least equal to an amount of USD 83,000,000 for each Drillship remaining financed by the Facilities less the Future Excess Cash Flow.

56


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;

(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 Drillships to enable it to:

(i) perform its obligations under the Finance Documents to which it is a party;



(iv) in the case of each Drillship Owner, own and operate the relevant Drillship; and


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




(ii) perform, in the case of each Drillship Owner, its obligations under the Shipbuilding Contract and any Satisfactory Drilling Contract 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
Drillships or any Finance Document and any Shipbuilding Contract to which it is a party; and
(c) to the extent such Obligor is incorporated in the Netherlands and is represented by an attorney in connection with the signing and/or execution of any Finance
Document, together with the other parties to the relevant Finance Document, acknowledge and accept that the existence and extent of the attorney's authority and the
effects of the attorney's exercise or purported exercise of his or her authority shall be governed by the laws of the Netherlands.
(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law.

57




21.7 Taxation

(i) such payment is being contested in good faith;




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






21.6 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.
(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:

(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.
(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 Owners as
described in Schedule 12 (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 12 ( Corporate Structure ).
(c) Each Obligor shall procure that there shall be no change in the corporate structure of the Restricted Group described in Schedule 12 ( Corporate Structure ) without the
prior written consent of all the Lenders (not to be unreasonably withheld).

58














(iii) with the prior written consent of all the Lenders (not to be unreasonably withheld).






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).


21.11 New Guarantors
(a) Each Obligor shall procure that each Intra-Group Charterer shall be a company within the Restrictive Group.
(b) Each Obligor shall procure that any Intra-Group Charterer not already party to this Agreement (other than a company within the Restrictive Group being a counterparty
to a Services Contract only) shall accede to this Agreement as an Additional Guarantor by signing an accession letter substantially in the form of Schedule 8 (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) Each Drillship Owner shall hold the title to, and own the entire beneficial interest in, the relevant 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 each 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 relevant 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 Drillships
(a) All Charters for the Drillships 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 Owners and/or any other member of the Restricted Group (subject to Clause
21.11 (New Guarantors)) as the case may be; or
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 Owners) shall not engage in any business other than the ownership (direct or indirect, as the case
may be) of the Drillship Owners or (if relevant) the operation of a Drillship as an Intra-Group Charterer.
(c) No Drillship Owner shall engage in any business other than the ownership and operation of the Drillship owned by it.
21.15 Merger

59






(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;


(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.







(ii) any Charter, unless otherwise prohibited under this Agreement.







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;
(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
(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 any 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
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 indebtedness
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 shareholder loans) owed by any Obligor to an Obligor or another company
within the Group and all sums owed by any Obligor to the Manager are unsecured and fully subordinated from the time of a Default, in terms of payment and priority,
to the rights of the Finance Parties under the Finance Documents on terms acceptable to the Facility Agent.

60




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 Drillships.








in an amount equal to maximum 50 per cent. of its net income in its previous financial year, provided always that:






(b) Additionally each Obligor shall procure that no transfer, novation or assignment of any such 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.
21.20 Investments
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:
(i) 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
(ii) buy-back its own common stock,
(each a " Payment "),
(i) immediately following such Payment the aggregate of (a) Cash and Cash Equivalents and (b) the balance of the Debt Service Reserve Accounts relating to the
OCR Drillships, shall be no less than USD 200,000,000 (the " Minimum Holding "); and
(ii) the Facility Agent is provided with evidence by way of a Forecast that the Minimum Holding will be maintained for a period of at least 12 Months from the
date of such Payment and has approved such Forecast (acting reasonably) prior to any Payment being authorised or made.
(b) In this Clause 21.22 (Dividends), " Forecast " shall mean a cash flow forecast prepared by the Parent and taking into account, inter alia:
(i) all committed payments in relation to capital expenditures;

(ii) scheduled repayments and interest payments of all debt within the Group; and

(iii) scheduled debt drawdowns under committed loan facilities.

61


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 Lenders.

21.24 Compliance with the GIEK Guarantee

The Obligors shall at all times comply with the terms and conditions in the GIEK Guarantee, incorporated herein by reference as if said conditions in the GIEK
Guarantee were set out in full in this Agreement.

21.25 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;





21.26 Further assurance








(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.
(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.

62









Each Drillship Owner shall keep the Drillship owned by it insured at its expense against:







(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 21.26 (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 each 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 any Drillship, the relevant 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

(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) Each 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 Insurance Value of the Drillship owned by it, 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 owned by it;

63










22.4 Further protections for the Finance Parties

In addition to the terms set out in Clause 22.3 (Terms of obligatory insurances), each Drillship Owner shall procure that the obligatory insurances taken out by it shall:


(i) in respect of any obligatory insurances for hull and machinery and war risks;




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 that Drillship
Owner, any relevant 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;




(v) in the case of risk of loss of Earnings insurance, in an 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 a Drillship means at all times:
(i) an amount such that the aggregate of the Insurance Values of all Drillships in aggregate, is at all times equal to or higher than the greater of:
(A) 120 per cent. of the Loan; and
(B) the aggregate of the Market Values of the Drillships;
(ii) an amount which is at all times equal to or higher than the Market Value of the relevant Drillship.
(a) subject always to paragraph (b), name that Drillship Owner and any relevant Intra-Group Charterer as the main co assured unless the interest of every other co assured
is limited:
(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;
(b) whenever the Facility Agent (acting on the authorisation of all Lenders) requires (acting reasonably), name (or be amended to name) the Security Agent as additional
named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the
Security Agent thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

64








Each Drillship Owner shall:




Each Drillship Owner shall ensure that the brokers provide the Security Agent with:











(c) name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;
(d) 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;
(e) 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
(f) provide that the Security Agent may make proof of loss if that Drillship Owner or any relevant Intra-Group Charterer fails to do so.
22.5 Renewal of obligatory insurances
(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
(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 a Drillship under such obligatory insurances any premiums or other amounts
due to them or any other person whether in respect of that Drillship or otherwise, they waive any lien on the policies, or any sums received under them, which
they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non payment of such premiums
or other amounts; and

65





Each Drillship Owner shall ensure that any protection and indemnity and/or war risks associations in which the Drillship owned by it is entered provide the Security
Agent with:





Each 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.


Each 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.


Each 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.








(vii) they will arrange for a separate policy to be issued in respect of a Drillship forthwith upon being so requested by the Facility Agent.
22.7 Copies of certificates of entry
(a) a copy of the certificate of entry for that 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 that Drillship if trading in the United States or any other relevant jurisdiction.
22.8 Deposit of original policies
22.9 Payment of premiums
22.10 Guarantees
22.11 Compliance with terms of insurances
(a) No Drillship Owner shall 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, each 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 owned by it,
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 owned by it 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); and

66





No Drillship Owner shall 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.


Each Drillship Owner shall:




Each 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:



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.





(iv) not employ the Drillship owned by it, 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.
(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
22.13 Settlement of claims
(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
(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,
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
not less than 120 per cent. 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.

67


23 DRILLSHIP UNDERTAKINGS

23.1 General

The undertakings in this Clause 23 (Drillship Undertakings) remain in force on and from the Delivery Date of each 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 Drillships' names and registration

Each Drillship Owner shall:


(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 owned by it,

provided that any change of flag of a Drillship shall be subject to




23.3 Repair and classification

Each Drillship Owner shall, unless otherwise permitted by all Lenders, keep the Drillship owned by it in a good and safe condition and state of repair:

(a) consistent with first class ship ownership and management practice; and


23.4 Modifications

No Drillship Owner shall make any modification or repairs to, or replacement of, the Drillship owned by it or equipment installed on it which would or might materially
alter the structure, type or performance characteristics of the Drillship owned by it or materially reduce its value.

23.5 Removal and installation of parts




(a) keep the Drillship owned by it registered in its name under the Approved Flag from time to time at its port of registration;
(i) the prior consent of all 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.
(b) so as to maintain the Approved Classification free of overdue recommendations and conditions.
(a) Subject to paragraph (b) below, no Drillship Owner shall remove any material part of the Drillship owned by it, or any item of equipment installed on the
Drillship owned by it unless the part or item so removed is forthwith replaced by a suitable part or item which:

68







23.6 Surveys

Each Drillship Owner shall submit the Drillship owned by it 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

Each 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 owned by it 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) Each Drillship Owner shall promptly discharge:





23.9 Compliance with laws etc.

Each Drillship Owner shall:

(a) comply, or procure compliance with all laws or regulations:

(i) relating to its business generally; and


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


(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 relevant Drillship, the property of the relevant Drillship Owner and subject to the security constituted by the Mortgage.
(b) A Drillship Owner may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Drillship owned by it.
(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Drillship owned by it, its Earnings or its
Insurances;
(ii) all taxes, dues and other amounts charged in respect of the Drillship owned by it, its Earnings or its Insurances; and
(iii) all other outgoings whatsoever in respect of the Drillship owned by it, its Earnings or its Insurances.
(b) Each Drillship Owner shall forthwith upon receiving notice of the arrest of the Drillship owned by it 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.
(ii) relating to the Drillship owned by it, its ownership, employment, operation, management and registration,

69




Without limiting paragraph (a) of Clause 23.9 (Compliance with laws etc.), each Drillship Owner shall:





In the event of hostilities in any part of the world (whether war is declared or not), no Drillship shall enter, operate in or trade to any zone which is declared a war zone
by any government or by the relevant Drillship's war risks insurers unless that employment or voyage is either:



and the relevant Drillship Owner or 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:


(ii) it has taken out all insurances necessary to cover all additional risk.


Each Drillship Owner shall promptly provide the Facility Agent with any information which it requests regarding:







(c) without limiting paragraph (a) above, not employ the Drillship owned by it 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
(a) procure the Drillship owned by it 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 owned by it; and
(c) notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the relevant ISSC.
23.11 Trading in war zones
(a) consented to in advance and in writing by the underwriters of the relevant 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 relevant Drillship Owner or 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,
(i) the war risk insurers have been duly notified and have agreed to the relevant Drillship entering the specified war zone; and
23.12 Provision of information
(a) the Drillship owned by it, 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 owned by it and any payments made by it in
respect of the Drillship owned by it;

(d) any towages and salvages; and
(e) its compliance, the Manager's compliance and the compliance of the Drillship owned by it with the ISM Code and the ISPS Code,

70

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

Each Drillship Owner shall immediately notify the Facility Agent by fax, confirmed forthwith by letter, of:



(c) any requisition of the Drillship owned by it for hire;



(f) any intended dry docking of the Drillship owned by it;


(h) any claim made by it under the Shipbuilding Contract to which it is party;

(i) any default (by any party) under a Charter;



and the relevant 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.

No Drillship Owner shall (and each Drillship Owner shall procure that no other member of the Group shall):


(b) enter into any time or consecutive voyage charter in respect of the Drillship owned by it other than a Drilling Contract;

(c) appoint a manager of the Drillship owned by it other than the Manager;


(a) any casualty to the Drillship owned by it which is or is likely to be or to become a Major Casualty;
(b) any occurrence as a result of which the Drillship owned by it has become or is, by the passing of time or otherwise, likely to become a Total Loss;
(d) any requirement or recommendation made in relation to the Drillship owned by it 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 owned by it, any exercise or purported exercise of any lien on that Drillship or its Earnings or any requisition of that Drillship for
hire;
(g) any Environmental Claim made against that Drillship Owner, the Borrower or in connection with the Drillship owned by it, or any Environmental Incident;
(j) any claim for breach of the ISM Code or the ISPS Code being made against a Drillship Owner, the Manager or otherwise in connection with the Drillship owned by it;
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,
(a) let the Drillship owned by it on demise charter for any period other than any Bareboat Charter;

71





No Obligor shall, without the prior written consent of the Majority Lenders, terminate or make any material amendments to the Shipbuilding Contract or any
Satisfactory Drilling Contract to which it is a party.


Each Drillship Owner shall keep the Mortgage registered against the Drillship owned by it as a valid first preferred mortgage, carry on board that 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 that Drillship a framed printed notice stating that that Drillship is mortgaged to the Security Agent.


No Drillship Owner shall enter into any agreement or arrangement for the sharing of any Earnings.


The Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) that each Drillship Owner is
complying with this Clause 23 (Drillship Undertakings).







Clause 24.3 (Provision of additional security; prepayment) applies if, at any time following the Delivery Date of the first Drillship and throughout the Security Period,
the Facility Agent notifies the Borrower that:



(d) de activate or lay up on a "cold stack" basis the Drillship owned by it or otherwise on a basis which would prevent that Drillship from being ready to re-commence
employment within a one month period at any time; or
(e) put the Drillship owned by it 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 that Drillship or its Earnings for the cost of such work or for any other reason.
23.15 Termination of or amendment to agreements
23.16 Notice of Mortgage
23.17 Sharing of Earnings
23.18 Notification of compliance
24 SECURITY COVER
24.1 Valuations of Market Value
(a) The Market Value of each Drillship shall be determined at the Delivery Date of that 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 each Drillship shall be obtained at the cost of the Borrower.
(c) The Borrower shall promptly provide the Facility Agent and the Approved Shipbrokers acting under this Clause 24 (Security Cover) with any information which the
Facility Agent or the Approved Shipbrokers may request for the purposes of the valuations.
24.2 Minimum required security cover
(a) the aggregate Market Value of all Drillships delivered at the relevant time; plus

72



is below 140 per cent. of the Loan.


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:




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.


Any prepayment pursuant to Clause 24.3 (Provision of additional security; prepayment) shall be applied pro rata against the scheduled Repayment Instalments under all
Facilities on a pro rata basis, including the Balloons, as set out in Clause 6.1 (Repayment of Advances) and otherwise be made in accordance with Clause 7.9
(Restrictions).



The Borrower shall promptly:


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).



(b) the net resalable value of additional Security previously provided under this Clause 24 (Security Cover),
24.3 Provision of additional security; prepayment
(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 all 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
24.5 Prepayment mechanism
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 Securities (as applicable), all Earnings received by the
Borrower, the Drillship Owners 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 Location of Earnings Accounts

(a) comply with any requirement of the Facility Agent as to the location or relocation of the Earnings Accounts (or any 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.

26 EVENTS OF DEFAULT

26.1 General


73




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 breach of Clause 4.5 (Waiver of conditions precedent), Clause 20 (Financial Covenants), Clause 21.10 (Ownership) (to the extent such breach is not falling within
Clause 7.3 (Change of Control), Clause 21.12 (Title), Clause 22.2 (Maintenance of obligatory insurances), Clause 22.3 (Terms of obligatory insurances) or Clause 22.5
(Renewal of obligatory insurances) occurs.





The GIEK 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.


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.









26.2 Non-payment
(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 three Business Days of its due date.
26.3 Specific obligations
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 GIEK Guarantee
26.6 Misrepresentation
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

74

paragraphs (a) to (d) above is less than USD 25,000,000 (or its equivalent in any other currency).





Any corporate action, legal proceedings or other procedure or step is taken in relation to:





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.


Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) or an arrest of any Drillship, affects any asset or assets
of any Obligor and is not discharged within 30 days.


Any part of the property of any Obligor, including but not limited to any of the Drillships, 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.


26.8 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
(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.
26.10 Creditors' process
26.11 Loss of property

75


26.12 Unlawfulness, invalidity and ranking





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;


(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.

76




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.





(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,
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.

77





GIEK is irrevocably and unconditionally authorised by the Borrower to pay any amounts under the GIEK Guarantee promptly on demand by Eksportkreditt, 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 GIEK Guarantee are properly or validly made, and notwithstanding that the Borrower may
dispute the validity of any such claim or demand each of the Obligors shall accept any claim or demand under the GIEK Guarantee as binding upon GIEK and as
conclusive evidence that GIEK is liable thereunder to pay any such amount to Eksportkreditt.

27.2 GIEK's right of subrogation only

GIEK will when amounts have been paid under the GIEK Guarantee automatically and without any notice or formalities of any kind whatsoever, have the right of
subrogation into the rights of Eksportkreditt under the Finance Documents in such proportion as has been paid by GIEK under the GIEK Guarantee respectively, and
always subject to the terms of this Agreement. GIEK shall by such subrogation have the same rights as relevant hereunder and thereunder as if the Finance Documents
were executed directly in favour of GIEK as security for GIEK's rights against the Borrower, after having honoured claims under the GIEK Guarantee. Each of the
Obligors waives any right to dispute or delay a subrogation of the rights under the Finance Documents to GIEK effectuated pursuant to the terms of this Agreement,
and each of the Obligors undertakes to sign and execute any documents required by GIEK in connection with its subrogation as aforesaid and/or the enforcement of any
of the Finance Documents.


27 RECOURSE REQUIREMENTS AND RIGHTS OF SUBROGATION
27.1 Payment from GIEK

78


SECTION 9

CHANGES TO PARTIES
28.1 Assignments and transfers by the Lenders

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

28.2 Conditions of assignment or transfer






(d) An assignment will only be effective on:




(f) If:


(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),



Subject to this Clause 28 (Changes to the Lenders), a Lender (the " Existing Lender ") may:
under the Finance Documents to another bank or financial institution (the " New Lender ").

(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;
(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 five
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 the Mandatory
Cost.
(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 28.5 (Procedure for transfer ) is complied with.
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

79

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.



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.















(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.
28.3 Assignment or transfer fee
28.4 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 28 (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.

80









(iv) the New Lender shall become a Party as a "Lender".






28.5 Procedure for transfer
(a) Subject to the conditions set out in 28.2 (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 28.9 (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
28.6 Procedure for assignment
(a) Subject to the conditions set out in Clause 28.2 (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 28.9 (Pro rata interest settlement), on the Transfer Date:

81







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.


In addition to the other rights provided to Lenders under this Clause 28 (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:



except that no such charge, assignment or Security shall:




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 28.5 (Procedure for transfer) or any assignment pursuant to Clause 28.6



(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 28.6 (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 28.5 ( Procedure for transfer )), provided that they comply with the
conditions set out in Clause 28.2 (Conditions of assignment or transfer ).
28.7 Copy of Transfer Certificate or Assignment Agreement to Borrower
28.8 Security over Lenders' rights
(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,
(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.
28.9 Pro rata interest settlement

82

(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):





29 CHANGES TO THE OBLIGORS



(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 28.9 (Pro rata interest settlement),
have been payable to it on that date, but after deduction of the Accrued Amounts.
No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

83

SECTION 10

THE FINANCE PARTIES












Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers has no obligations of any kind to any other Party under, or in connection with,
any Finance Document.


Documents except to the extent that they are expressly set out in the Finance Documents.




30 THE FACILITY AGENT AND THE MANDATED LEAD ARRANGERS

30.1 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 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.
30.2 Duties of the Facility Agent
(a) Subject to paragraph (b) 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.
(b) Without prejudice to Clause 28.7 (Copy of Transfer Certificate r Assignment Agreement to Borrower ), paragraph (a) above shall not apply to any Transfer Certificate
or to any Assignment Agreement.
(c) 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.
(d) If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall
promptly notify the Finance Parties.
(e) 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.
(f) The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
30.3 Role of the Mandated Lead Arrangers
30.4 No fiduciary duties
(a) The Facility Agent shall not have any duties or obligations to any person under the Finance
The Facility Agent shall not have any liability to any person in respect of its obligations and duties under this Agreement or the other Finance Documents except as
expressly set out in Clause 30.5 (Application of receipts), and as excluded or limited by Clauses 30.8 (Majority Lenders' instructions), 30.9 (Responsibility for
documentation), 30.10 (Exclusion of liability) and 30.11 (Lenders' indemnity to the Facility Agent).

84






30.5 Application of receipts

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers shall be applied by the Facility Agent in
accordance with Clause 34.5 (Application of receipts; partial payments).

30.6 Business with the Group

The Facility Agent, the Security 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.

30.7 Rights and discretions of the Facility Agent

(a) The Facility Agent may rely on:













(b) The provisions of paragraph (a) above shall apply even if, notwithstanding and contrary to paragraph (a) above, any provision of this Agreement or any other Finance
Document by operation of law has the effect of constituting the Facility Agent as a fiduciary.
(c) Nothing in the Finance Documents constitutes the Facility Agent or any of the Mandated Lead Arrangers a trustee of any other person.
(d) None of the Facility Agent, the Security Agent nor the Mandated Lead Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum
received by it for its own account.
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his
knowledge or within his power to verify.
(b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) 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 the Majority Lenders 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, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Mandated Lead Arrangers is obliged to do or omit to
do anything if it

85



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.















30.8 Majority Lenders' instructions
(a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall:
(i) exercise any right, power, authority or discretion vested in it as Servicing Bank in accordance with any instructions given to it by the Majority Lenders (or, if
so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as a Servicing Bank); and
(ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.
(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.
(c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such
security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), 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 Lenders). The Facility Agent may act (or refrain from taking action) as it
considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any
Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceedings relating to the perfection, preservation or protection of rights under the
Transaction Security or Finance Documents creating Transaction Security.
30.9 Responsibility for documentation
Neither the Facility Agent nor the Mandated Lead Arrangers:
(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facility Agent, the Mandated Lead
Arrangers, an Obligor or any other person given in, or in connection with, any Finance Document;
(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement,
arrangement or document entered into or made or executed in anticipation of, or in connection with, any Finance Document or the Transaction Security; or
(c) is responsible for any determination as to whether any information provided or to be provided to any Finance 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.

86








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 (including, without limitation, for
negligence or any other category of liability whatsoever, but excluding any cost payable pursuant to Clause 30.17 (Facility Agent's management time)) incurred by the
Facility Agent (otherwise than by reason of its gross negligence or wilful misconduct) in acting as Facility Agent under the Finance Documents (unless the Facility
Agent has been reimbursed by an Obligor pursuant to a Finance Document).








30.10 Exclusion of liability
(a) Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 34.10 (Disruption to Payment Systems etc.)), the Facility
Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection
with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct.
(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 and each 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 it if it 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 it for that purpose.
(d) Nothing in this Agreement shall oblige the Facility Agent or the Mandated Lead Arrangers to carry out any "know your customer" or other checks in relation to any
person on behalf of any Lender and each Lender 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.
30.11 Lenders' indemnity to the Facility Agent
30.12 Resignation of the Facility Agent
(a) The Facility Agent may resign and appoint one of its Affiliates 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) 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 Facility Agent under the Finance Documents.

87











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.






(e) The Facility Agent's resignation notice shall only take effect upon the appointment of a successor.
(f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain
entitled to the benefit of this Clause 30 (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 in acting as Facility Agent. 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 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.
(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 Facility Agent.
30.13 Relationship with the Lenders
(a) Subject to Clause 28.9 (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,
(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 Schedule 4
(Mandatory Cost Formulae).
(c) Each Lender 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 Lender 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
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
paragraph (a)(iii) 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.

88





Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender 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:







Without affecting the responsibility of the Obligors for information supplied by it or on its behalf in connection with any Finance Document, Eksportkreditt confirms to
the Facility 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 the GIEK Guarantee.

30.15 Particular duties and liability of the Facility Agent in relation to Eksportkreditt

(a) The Facility Agent shall as agent for Eksportkreditt have the following duties:







30.14 Credit appraisal by the Lenders
(a) Lenders
(i) the financial condition, status and nature of each member of the Group;
(ii) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security 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 Transaction Security;
(iii) whether that Secured 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 or the Transaction Security, 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;
(iv) the adequacy, accuracy and/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 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; and
(v) 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.
(b) Eksportkreditt
(i) to inform the Borrower of interest, instalments and other amounts due from the Borrower to Eksportkreditt, and guarantee fees due from the Borrower to GIEK
under the Finance Documents and/or Fee Letter(s);
(ii) to notify Eksportkreditt and GIEK of any non-payment of any principal, interest, fees or other amount payable to Eksportkreditt under this Agreement;
(iii) to notify Eksportkreditt and GIEK:
(A) of any failure by the Borrower to deliver the documents required to be delivered under Clause 19.2 ( Financial Statements ), Clause 19.3
( Compliance Certificate );

89








(vii) to keep and hold the originals of the Security Documents.



If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent shall (in consultation with
the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.


Any amount payable to the Facility Agent under Clause 14.3 (Indemnity to the Servicing Banks), Clause 16 (Costs and Expenses) and Clause 30.11 (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 is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees).


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.


Notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:



(B) of any non-compliance with Clauses 22.2 (Maintenance of obligatory insurances), 22.5 (Renewal of obligatory insurances), 22.6 (Copies of policies;
letters of undertaking) and 22.7 (Copies of certificates of entry);
(C) in the event any of the insurances required to be maintained under Clause 22.2 ( Maintenance of obligatory insurance ) reaches its expiry date without
relevant evidence of renewal being presented to it as Facility Agent; and
(iv) to forward to Eksportkreditt the original or a copy of any document which is delivered to it as Facility Agent by or on behalf of the insurers to satisfy the
obligations undertaken by the insurers under the letters of undertaking issued by them to the Facility Agent in accordance with the Finance Documents,
hereunder any notice of non-renewal of the relevant insurances;
(v) to forward to Eksportkreditt the original or a copy of any document which is delivered to the Facility Agent for the attention of Eksportkreditt by the Borrower;
(vi) unless otherwise instructed by the Majority Lenders or all Lenders (as applicable), request the Borrower that any non-compliance contemplated by (ii) or (iii)
above be immediately remedied (if capable of remedy); and
(b) Notwithstanding Clause 30.10(a) above, and without limiting Clause 30.10(c), the Facility Agent will not be liable to Eksportkreditt for any failure to perform its duties
as Facility Agent under this Agreement, unless directly caused by its negligence or wilful misconduct.
30.16 Reference Banks
30.17 Facility Agent's management time
30.18 Deduction from amounts payable by the Facility Agent
30.19 Full freedom to enter into transactions
(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,

90

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);

(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


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.







(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.


(i) is the independent and separate creditor of each Parallel Debt;


(b) to deal in and enter into and arrange transactions relating to:

(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,
31 THE SECURITY AGENT
31.1 Trust
(a) The Security Agent declares that it shall hold 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 31 (The Security Agent) and the other provisions of the Finance Documents.
(b) Each of the parties to this Agreement agrees that the Security Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement
or in the Finance Documents (and no others shall be implied).
(c) The Security Agent shall not have any liability to any person in respect of its duties, obligations and responsibilities under this Agreement or the other Finance
Documents except as expressly set out in paragraph (a) of Clause 31.1 ( Trust ) and as excluded or limited by this Clause 31 (The Security Agent) including in particular
Clause 31.6 (Instructions to Security Agent and exercise of discretion), Clause 31.11 (Responsibility for documentation), Clause 31.12 (Exclusion of liability) and
Clause 31.14 (Lenders' indemnity to the Security Agent ).
31.2 Parallel Debt (Covenant to pay the Security Agent)
(a) Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent amounts equal to, and in the currency or currencies of, its Corresponding Debt
(the " Parallel Debt ").

(b) The Parallel Debt of an Obligor:

(c) For purposes of this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent:

91





and the Corresponding Debt of an Obligor shall be:



in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.




The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any rights or powers arising
under the Finance Documents creating the Transaction Security except through the Security Agent.










(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,
(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,
(e) All amounts received or recovered by the Security Agent in connection with this Clause 31.2 (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 31.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document.
31.3 No independent power
31.4 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 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:
(i) under Clause 14.4 (Indemnity to the Security Agent) 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.
31.5 Deductions from receipts
(a) Before transferring any moneys to the Facility Agent under Clause 31.4 ( Application of receipts ), the Security Agent may deduct any sum then due and payable under
this

92



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.









(i) where a contrary indication appears in this Agreement;




Without prejudice to the provisions of Clause 31.4 (Application of receipts), the Security Agent may (but shall not be obliged to), in the absence of any instructions to
the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.




(b) For the purposes 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.
31.6 Instructions to Security Agent and exercise of discretion
(a) Subject to paragraph (d) below, the Security Agent shall act in accordance with any instructions given to it by the Facility Agent (acting on the instructions of the
Majority Lenders or all the Lenders (as required under this Agreement)) or, if so instructed by the Facility Agent (acting on the instructions of the Majority Lenders or
all the Lenders (as appropriate)), refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that:
(i) any instructions received by it from the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as required under this
Agreement)) are duly given in accordance with the terms of the Finance Documents; and
(ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked.
(b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Facility Agent (acting on the instructions of the Majority Lenders
or all the Lenders (as required under this Agreement)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities
and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(c) Any instructions given to the Security Agent by the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as required under this
Agreement)) shall override any conflicting instructions given by any other Party.
(d) Paragraph (a) above shall not apply:
(ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; and
(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 Secured
Parties including, without limitation, the provisions set out in Clauses 31.8 (Security Agent's discretions) to Clause 31.25 (Disapplication).
31.7 Security Agent's Actions
31.8 Security Agent's discretions
(a) The Security Agent may:

93






(v) act in relation to the Finance Documents through its personnel and agents;






The Security Agent shall promptly:





Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:


(i) assume (unless it has received actual notice to the contrary from the Facility Agent) that (i) no Default has occurred and no Obligor is in breach of or default
under its obligations under any of the Finance Documents and (ii) any right, power, authority or discretion vested by any Finance Document in any person has
not been exercised;
(ii) assume that 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;
(iii) if it receives any instructions or directions to take any action in relation to the Transaction Security, assume that all applicable conditions under the Finance
Documents for taking that action have been satisfied;
(iv) engage, pay for and rely on the advice or services of any legal advisers, accountants, tax advisers, surveyors or other experts (whether obtained by the Security
Agent or by any other Secured Party) whose advice or services may at any time seem necessary, expedient or desirable;
(vi) disclose to any other Party any information it reasonably believes it has received as security agent under this Agreement;
(vii) rely upon any communication or document believed by it to be genuine and, as to any matters of fact which might reasonably be expected to be within the
knowledge of a Secured Party or an Obligor, upon a certificate signed by or on behalf of that person; and
(viii) refrain from acting in accordance with the instructions of any Party (including bringing any legal action or proceeding arising out of or in connection with the
Finance Documents) until it has received any indemnification and/or security that it may in its discretion require (whether by way of payment in advance or
otherwise) for all costs, losses and liabilities which it may incur in so acting.
(b) 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.
31.9 Security Agent's obligations
(a) copy to the Facility Agent the contents of any notice or document received by it from any Obligor under any Finance Document;
(b) 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 provided that, except where a
Finance Document expressly 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; and
(c) inform the Facility Agent of the occurrence of any Default or any default by a Debtor in the due performance of or compliance with its obligations under any Finance
Document of which the Security Agent has received notice from any other Party.
31.10 Excluded obligations

94







None of the Security Agent, any Receiver nor any Delegate shall accept responsibility or be liable for:












(a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by an Obligor of its obligations under any of the
Finance Documents;
(b) 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;
(c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure
would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;
(d) have or be deemed to have any relationship of trust or agency with, any Obligor.
31.11 Responsibility for documentation
(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Security Agent 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, 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;
(c) any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents, the Security
Property or otherwise, whether in accordance with an instruction from the Facility Agent or otherwise unless directly caused by its gross negligence or wilful
misconduct;
(d) the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with any of the Finance Documents, the Security Property or
any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Security
Property unless, in the case only of any liability to a Finance Party but not to any Obligor, directly caused by its gross negligence or wilful misconduct; or
(e) any shortfall which arises on the enforcement or realisation of the Security Property.
31.12 Exclusion of liability
(a) Without limiting Clause 31.13 (No proceedings), none of the Security Agent, any Receiver or any Delegate will be liable for any action taken by it or not taken by it
under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct.
(b) 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 it if it 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 it for that purpose.
(c) Nothing in this Agreement shall oblige the Security Agent to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender and
each Lender confirms to the Security Agent that it is solely responsible for any such checks it is required

95

to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.


No Party (other than the Security Agent, that Receiver or that Delegate) 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 Rights Act.


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 relevant 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 relevant Security Agent, Receiver or Delegate has been reimbursed by an Obligor
pursuant to a Finance Document).


Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Secured 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:






and each Secured Party warrants to the Security Agent that it has not relied on and will not at any time rely on the Security Agent in respect of any of these matters.




31.13 No proceedings
31.14 Lenders' indemnity to the Security Agent
31.15 Own responsibility
(a) the financial condition, status and nature of each member of the Group;
(b) the legality, validity, effectiveness, adequacy and 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 Secured 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 and/or completeness of any information provided by the Security Agent 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,
31.16 No responsibility to perfect Transaction Security

96



The Security Agent shall not be liable for any failure to:










The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any assets 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.


The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Obligors 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.


Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent may refrain from doing anything which in its opinion will
or may be contrary to any relevant law, directive or regulation of any jurisdiction and the Security



(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 of the Finance Documents
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 applicable laws in any
jurisdiction or to give notice to any person of the execution of any of the Finance Documents or of the Transaction Security;
(d) take, or to require any of the Obligors to take, any steps to perfect that Obligor's title to any of the Charged Property or to render the Transaction Security effective or to
secure the creation of any ancillary Security under the laws of any jurisdiction; or
(e) require any further assurances in relation to any of the Finance Documents creating the Transaction Security.
31.17 Insurance by Security Agent
(a) The Security Agent shall not be under any obligation to insure any of the Charged Property, to require any other person to maintain any insurance or to verify any
obligation to arrange or maintain insurance contained in the Finance Documents. The Security Agent shall not be responsible for any loss which may be suffered by any
person as a result of the lack of or inadequacy of any such insurance.
(b) Where the Security Agent is named on any insurance policy as an insured party (following the consent of all Lenders), it shall not be responsible for any loss which may
be suffered by reason of, directly or indirectly, 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 shall have requested it to do so in writing and the Security Agent shall have failed to do so within 14 days after receipt of that
request.
31.18 Custodians and nominees
31.19 Acceptance of title
31.20 Refrain from illegality

97

Agent may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.


The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any of the Obligors.


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 Finance
Documents creating the Transaction Security have been fully and finally discharged and (b) none of the Secured Parties 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:




The trusts constituted by this Agreement are governed by English law and the perpetuity period under the rule against perpetuities, if applicable to this Agreement, shall
be the period of 125 years from the date of this Agreement.


The rights, powers and discretions conferred upon the Security Agent by this Agreement 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 general law or otherwise.


In addition to its rights under or by virtue of this Agreement and the other Finance Documents, the Security Agent shall have all the rights conferred on a trustee by the
Trustee Act 1925, the Trustee Delegation Act 1999, the Trustee Act 2000 and by general law or otherwise, provided that:




Each Obligor by way of security for its obligations under this Agreement irrevocably appoints the Security Agent to be its attorney to do anything which that Obligor
has authorised the Security Agent or any other Party to do under this Agreement or is itself required to do under this Agreement but has failed to do (and the Security
Agent may delegate that power on such terms as it sees fit).


31.21 Business with the Obligors
31.22 Winding up of trust
(a) 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 Finance Documents creating the Transaction Security; and
(b) any Retiring Security Agent shall release, without recourse or warranty, all of its rights under each of the Finance Documents creating the Transaction Security.
31.23 Perpetuity period
31.24 Powers supplemental
31.25 Disapplication
(a) 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; and
(b) 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 allowed by law, prevail and, in the case of any inconsistency with the Trustee Act
2000, such provisions shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.
31.26 Obligors: Power of Attorney

98



Notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

(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


and, in particular, each Servicing Bank 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.









31.27 Full freedom to enter into transactions
(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:

(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,
31.28 Resignation of the Security Agent
(a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrower and each Secured Party.
(b) Alternatively the Security Agent may resign by giving notice to the other Parties 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 30 days after the notice of resignation was given,
the Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent.
(d) The retiring Security Agent (the " Retiring Security Agent ") shall, at its own cost, 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.
(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 of 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 31.22 (Winding up of trust ) and under paragraph (d) above) but shall, in respect of
any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of this Clause 31 (The Security Agent), Clause 14.4 (Indemnity to the Security
Agent), Clause 31.14 (Lenders' indemnity to the Security Agent ) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in
acting as Security Agent. Its successor and each of the other

99


Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party.








(i) if it considers that appointment to be in the interests of the Secured Parties; or






No provision of this Agreement will:




(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.
31.29 Delegation
(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 of the
rights, powers and discretions vested in it by any of the Finance Documents.
(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 and it shall not be bound to supervise, or be in any way
responsible for any loss incurred by reason of any misconduct or default on the part of any such Receiver or Delegate (or sub delegate), unless, in the case only of any
liability to a Finance Party but not to any Obligor, directly caused by the gross negligence or wilful misconduct of such Delegate (or sub delegate).
31.30 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:
(ii) for the purposes of conforming to any legal requirements, restrictions or conditions 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 Facility Agent of that
appointment.
(b) Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent by this Agreement) and the duties and
obligations that are conferred 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.
32 CONDUCT OF BUSINESS BY THE FINANCE PARTIES
(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(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

100





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:





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.


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 to that Recovering Finance Party.


If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid to the relevant Obligor by that Recovering
Finance Party, then:





(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
(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
33.3 Recovering Finance Party 's rights
33.4 Reversal of redistribution
(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.

101









33.5 Exceptiions
(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.

102


SECTION 11

ADMINISTRATION


34 PAYMENT MECHANICS

34.1 Payments to the Facility Agent



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) be made available by the Facility Agent with same day value and 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 in the principal financial centre of the country of that currency or, in the case of an Advance, to such account of such person as may
be specified by the Borrower in a Utilisation Request.

34.3 Distributions to an Obligor

The Facility Agent may (with the consent of the Obligor or in accordance with Clause 35 (SetOff)) 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





(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document other than the Hedging Agreements (where payments shall be
made directly to the Hedge Counterparty) and unless a contrary indication appears in a Finance Document, that Obligor or Lender shall make an amount equal to such
payment available to the Facility Agent 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 with such bank as the Facility Agent specifies.
(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) 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.

103















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.





34.5 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;
(ii) secondly , in retention of an amount equal to any amount not then payable under any Finance Document 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; and
(iii) thirdly , 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 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 30.11 (Lenders' indemnity to the Facility Agent)
or Clause 31.14 (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) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.
34.6 No set-off by Obligors
34.7 Business Days
(a) Any payment 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).

104














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:







(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) to (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 Disruption to Payment Systems etc.
(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 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);

105






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.


A Finance Party 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.



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.


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:





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.


connection with the Finance Documents will only be effective:


(e) the Facility Agent shall not be liable for any damages, costs or losses whatsoever arising as a result of its taking, or failing to take, any actions pursuant to or in
connection with this Clause 34.10 (Disruption to Payment Systems etc.) unless, in the case only of any liability to a Finance Party but not to any Obligor, directly caused
by its gross negligence or wilful misconduct; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
34.11 Hedging Agreement
35 SET-OFF
36 NOTICES
36.1 Communications in writing
36.2 Addresses
(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 (Guarantors and Drillships) 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),
36.3 Delivery
(a) Any communication or document made or delivered by one person to another under or in

106




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.
















(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,
(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.
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.

107



36.6 English language


(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or


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.

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.


(a) Any notice given under or in connection with any Finance Document must be in English.
(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.

108


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



42.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:












(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 and, in the case of an
amendment, the Obligors and any such amendment or waiver will be binding on all Parties.
(b) The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 42 (Amendments and Waivers).
(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 28 ( Changes to the Lenders ) or Clause 34.5;
(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 7.8 (Mandatory prepayment on sale or Total Loss) are complied with; or

109




shall not be made without the prior consent of all the Lenders.


shall, in addition to consent of the Majority Lenders, not be made without the prior written consent of Eksportkreditt.


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.

43.2 Disclosure of Confidential Information



(b) to any person:


Affiliates, Representatives and professional advisers;




(x) the nature or scope of the guarantee and indemnity granted under Clause 17 (Guarantee and Indemnity);
(b) Without prejudice to Clause (a) above, an amendment to or waiver that has the effect of changing or which relates to the following GIEK Conditions:
(i) Clause 1.5 (Third party rights);

(ii) Clause 11.3 (Fees payable in respect of the GIEK Guarantee); and

(iii) Clause 27 (Recourse Requirements and Rights of Subrogation);

(c) An amendment or waiver which relates to the rights or obligations of a Servicing Bank, 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, Hedge Counterparty or, as the case may be, the Mandated Lead Arranger.
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;
(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
(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

110

person appointed under paragraph (c) of Clause 30.13 (Relationship with the Lenders ));





(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:







(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 28.8 (Security over Lenders'
rights);
(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 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;

111





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.


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.


Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:




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:




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.



(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, GIEK and Eksportkreditt may without the prior consent of any Obligor publish key information concerning the GIEK 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 GIEK, the name of the Parties and their country of residence, the name of the Builder, the type of drillships, the date of this Agreement and
the issuance of the GIEK Guarantee.
43.3 Entire agreement
43.4 Inside information
43.5 Notification of disclosure
(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
(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

112

SECTION 12

GOVERNING LAW AND ENFORCEMENT


This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.











This Agreement has been entered into on the date stated at the beginning of this Agreement.


45 GOVERNING 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.

113


SCHEDULE 1 THE PARTIES PART A THE BORROWER






Name
Place of
Incorporation
Registration number

Address for
Communication


Drillships Ocean
Ventures Inc.

Marshall Islands

55652

c/o OCEAN RIG UDW
INC.,
Cyprus office,
10 Skopa street, Nicosia,
Cyprus


114

SCHEDULE 1 THE

PARTIES PART B



GRANTORS AND DRILLSHIPS

1 Guarantors




Name
Place of Incorporation Registration no.
Address for Communication

Ocean Rig UDW Inc. Marshall Islands 27330 c/o Ocean Rig UDW Inc., Cyprus office,
10 Skopa street, Nicosia, Cyprus

Drillship Kythnos Owners Inc. Marshall Islands 47636 c/o Ocean Rig UDW Inc., Cyprus office,
10 Skopa street, Nicosia, Cyprus

Drillship Kythnos Shareholders Inc. Marshall Islands 47637 c/o Ocean Rig UDW Inc., Cyprus office,
10 Skopa street, Nicosia, Cyprus

Drillship Skiathos Owners Inc. Marshall Islands 45866 c/o Ocean Rig UDW Inc., Cyprus office,
10 Skopa street, Nicosia, Cyprus

Drillship Skiathos Shareholders Inc. Marshall Islands 45868 c/o Ocean Rig UDW Inc., Cyprus office,
10 Skopa street, Nicosia, Cyprus

Drillship Skyros Owners Inc. Marshall Islands 46347 c/o Ocean Rig UDW Inc., Cyprus office,
10 Skopa street, Nicosia, Cyprus

Drillship Skyros Shareholders Inc. Marshall Islands 46346 c/o Ocean Rig UDW Inc., Cyprus office,
10 Skopa street, Nicosia, Cyprus

Ocean Rig Cunene Operations Inc. Marshall Islands 56812 c/o Ocean Rig UDW Inc., Cyprus office,
10 Skopa street, Nicosia, Cyprus

Drillships Ocean Ventures Operations Inc. Marshall Islands 56152 c/o Ocean Rig UDW Inc., Cyprus office,
10 Skopa street, Nicosia, Cyprus


115



2 Drillships




Ocean Rig Block 33 Brasil Cooperatief U.A. Netherlands 55821464 Claude Debussylaan 24,
1082 MD Amsterdam, the Netherlands

Ocean Rig Block 33 Brasil B.V. Netherlands 55821812 Claude Debussylaan 24,
1082 MD Amsterdam, the Netherlands

Name, Hull No. and Drillship Owner


Satisfactory Drilling Contract


Intra-Group Charterer


Approved Registry

Drillship Athena

ultra-deepwater drillship known as SHI
Hull No. 2032 and to be named "Ocean
Rig Athena"
Owned by Drillship Kythnos Owners Inc.
Client: Conoco Phillips Angola 36 Ltd and Conoco
Phillips Angola 37 Ltd

Date of contract: 15 November 2012

Expiry date:
Three years from the commencement date under the
contract

Ocean Rig Cunene Operations Inc. Marshall Islands
Drillship Mylos

ultra-deepwater drillship known as SHI
Hull No. 1979 and to be named "Ocean
Rig Mylos"
Owned by Drillship Skiathos Owners Inc.
Client: Repsol Sinopec Brasil S.A
Date of contract: 17 August 2012
Expiry date: Three years from the commencement
date under the contract

Ocean Rig Block 33 Brasil B.V. Marshall Islands

Drillship Skyros
ultra-deepwater drillship known as SHI
Hull No. 2013 and to be named "Ocean
Rig Skyros"
Owned by Drillship Skyros Owners Inc.

Client:

Date of contract: Expiry date:
Marshall Islands

116

SCHEDULE 1 THE PARTIES PART C THE LENDERS




Name of Lender
Commitment

Address for Communication
THE ORIGINAL COMMERCIAL LENDERS

DNB Bank ASA Commercial Athena Facility:
USD 41,333,333.33
Commercial Mylos Facilities:
USD 41,333,333.33
Commercial Skyros Facility:
USD 41,333,333.34
Total Commitment: USD 124,000,000

DNB Bank ASA,
Dronning Eufemias gate 30,
0191 Oslo,
Norway
P O Box 1600 Sentrum Bj0rvika M-14 S, 0021 Oslo, Norway
Attention: Anne-Lise Iversen, Credit Middle Office and
Agency Fax: + 47 22482894
Nordea Bank Finland Plc., London
Branch
Commercial Athena Facility:
USD 25,000,000
Commercial Mylos Facilities:
USD 25,000,000
Commercial Skyros Facility:
USD 25,000,000
Total Commitment: USD 75,000,000
Nordea Bank Finland Plc., London Branch
55 Basinghall Street,
London EC2V 5NB,
United Kingdom
Admin matters:
Mike Sheppard/Andy Searle Fax: +44 (0)20 7726 9102
Credit matters:
Martin Kahm/Sandra Pavic-Watkinson Fax: +44 (0)20 7726
9188
ABN AMRO Bank N.V., Oslo Branch Commercial Athena Facility:
USD 24,333,333.33
Commercial Mylos Facilities:
USD 24,333,333.34
Commercial Skyros Facility:
USD 24,333,333.33
Total Commitment: USD 73,000,000

ABN AMRO Bank N.V., Oslo Branch, Olav V Gate 5,
0161 Oslo
PB 2069 Vika,
0125 Oslo
Attention: Petter H Bakke Fax: +47 23 11 49 40
DVB Bank SE, Nordic Branch Commercial Athena Facility:
USD 10,666,666,67
Commercial Mylos Facilities:
USD 10,666,666,67
Commercial Skyros Facility:
USD 10,666,666,66
Total Commitment: USD 32,000,000
DVB Bank SE Nordic Branch, Strandgaten 18,
5013 Bergen,
Norway
Attention: Kristin Olstad Fax: +47 55 30 94 75

117





Skandinaviska Enskilda Banken AB
(publ)
Commercial Athena Facility:
USD 24,333,333.33
Commercial Mylos Facilities:
USD 24,333,333.33
Commercial Skyros Facility:
USD 24,333,333.34
Total Commitment: USD 73,000,000

Skandinaviska Enskilda Banken AB (publ), Rissneleden 110,
Structured Credits Operations, RA8, S-106 40 Stockholm,
Sweden
Attention: Annika Forsberg Fax: +46 8 611 0384
Swedbank AB (publ) Commercial Athena Facility:
USD 24,333,333.34
Commercial Mylos Facilities:
USD 24,333,333.33
Commercial Skyros Facility:
USD 24,333,333.33
Total Commitment: USD 73,000,000

Swedbank AB Oslo, Filipstad Brygge 1,
0252 Oslo,
Norway
PO Box 1441 Vika, N-0115 Oslo
Operations:
Attention: Rune Kittilsen Fax: +47 231 162 01
Credit Matters: Attention: Johan Erland

EKSPORTKREDITT

Eksportkreditt Norge AS Eksportkreditt GIEK Athena Facility: USD
150.0. 000
Eksportkreditt GIEK Mylos Facility: USD
150.0. 000
Eksportkreditt GIEK Skyros Facility: USD
150.0. 000
Total Commitment: USD 450,000,000
Hieronymus Heyerdahls gate 1, 0160 Oslo,
Norway
Attention: Loan administration Fax: +47 22 31 35 01

KEXIM

The Export-Import Bank of Korea Kexim Athena Facility: USD 150,000,000 Kexim Mylos
Facility: USD 150,000,000 Kexim Skyros Facility: USD
150,000,000 Total Commitment: USD 450,000,000
The Export-Import Bank of Korea,
38 Eunhaeng-ro(16-1 Yeouido-dong) Yeongdeungpo-gu,
Seoul,
Republic of Korea Credit matters:
Attention: Jong Bae, Yang / Yun Hee, Kim
jbyang@koreaexim.go.kr ,
withuni@koreaexim.go.kr
Administration matters:
Attention: In Gun, Yeo / Yun Hee, Kim
igyeo@koreaexim.go.kr
withuni@koreaexim.go.kr
Fax: 82-2-3779-6778

118


SCHEDULE 1 THE PARTIES PART D THE SERVICING BANKS







Facility Agent

Address for Communication
DNB Bank ASA DNB Bank ASA,
Dronning Eufemias gate 30,
0191 Oslo,
Norway
P O Box 1600 Sentrum Bj0rvika 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 DNB Bank ASA,
Dronning Eufemias gate 30,
0191 Oslo,
Norway
P O Box 1600 Sentrum Bj0rvika 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

119





SCHEDULE 2

CONDITIONS PRECEDENT
PART A


















1 Obligors

1.1 Certificate of incorporation (or similar) and up to date articles of the Dutch Obligors.

1.2 By-laws (or similar) (if applicable).

1.3 Updated Good Standing Certificate for all Obligors incorporated in the Marshall Islands (or, in respect of Dutch Obligors, an updated extract from the Dutch Register of
companies).
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, a 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
This Agreement duly executed.

120




the Account Bank.










signed or issued under or in connection with it.







6.3 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


2.2 The Fee Letters duly executed.
2.3 The Hedging Agreements.
2.4 The Accounts Security duly executed, together with notice to and acknowledgement from
2.5 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 Specific GIEK / Eksportkreditt documents
3.1 The GIEK Guarantee.
3.2 Written confirmation from Watson, Farley & Williams, London, legal advisers to the Finance Parties in England, addressed to Eksportkreditt and/or the Facility Agent,
in such form and subject to such qualifications as agreed between the Facility Agent, Eksportkreditt and Watson, Farley & Williams, that all GIEK Conditions have
been included in the Finance Documents.
3.3 The requirements by GIEK pursuant to the GIEK Guarantee being met.
4 Shipbuilding Contracts
4.1 Copies of all Shipbuilding Contracts and of all documents signed or issued by each Drillship Owner or the Builder (or both of them) under or in connection with each
such agreement.
4.2 Such documentary evidence as the Facility Agent and its legal advisers may require in relation to the due authorisation and execution by the relevant Drillship Owner of
the Shipbuilding Contract and of all documents to be executed by such party.
5 Satisfactory Drilling Contract
5.1 A copy of the Satisfactory Drilling Contract for the relevant Drillship and of all documents
5.2 A certificate of an authorised signatory of the Borrower that the Satisfactory Drilling Contract for the relevant Drillship is in full force and existence and that there has
been no amendments to it.
5.3 A summary of the Satisfactory Drilling Contracts prepared by legal advisors to the Finance Parties.
5.4 Board resolutions and powers of attorneys evidencing the due authorisation and execution by the relevant Drillship Owner and the Intra-Group Charterer of all
documents to be executed by that Drillship Owner and Intra-Group Charterer under or in connection with the relevant Bareboat Charter and/or a Satisfactory Drilling
Contract.
6 Other documents and evidence
6.1 Evidence that any process agent referred to in Clause 46.2 (Service of process), if not an Obligor, has accepted its appointment.
6.2 If relevant, confirmation that any withholding tax will be paid or application to tax authorities is or will be sent.

121













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.
6.4 The Original Financial Statements and, if available, audited consolidated financial statements of the Parent and unaudited consolidated financial statements of the
Borrower for the financial year ended 31 December 2012.
6.5 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.
6.6 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.
7 Legal opinions
7.1 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.
7.2 A legal opinion of Watson, Farley & Williams (New York) LLP, legal advisers to the Finance Parties in the Marshall Islands, in such form as agreed between
that legal adviser and the Finance Parties.
7.3 A legal opinion of Nauta Dutilh, legal advisers to the Finance Parties in the Netherlands, in such form as agreed between that legal adviser and the Finance
Parties.
7.4 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.
7.5 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.

122

SCHEDULE 2


PART B



which it provided under Part A, section 1 of Schedule 2 (Conditions Precedent to First Utilisation Request) is correct, complete and in full force and effect as at the
relevant Utilisation Date.


signed or issued under or in connection with it by the relevant Drillship Owner and the Client (or both of them).







3.3 Evidence that the 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 by the relevant Utilisation Date.


CONDITIONS PRECEDENT TO SUBSEQUENT UTILISATION REQUESTS
1 Obligor
1.1 A certificate of the Directors/Secretary of each Obligor certifying that each copy document
2 Satisfactory Drilling Contract
2.1 A copy of the Satisfactory Drilling Contract for the relevant Drillship and of all documents
2.2 A certificate of an authorised signatory of the Borrower that the Satisfactory Drilling Contract for the relevant Drillship is in full force and existence and that there has
been no amendments to it.
2.3 A summary of the Satisfactory Drilling Contracts prepared by legal advisors to the Finance Parties.
2.4 Board resolutions and powers of attorneys evidencing the due authorisation and execution by the relevant Drillship Owner and the Intra-Group Charterer of all
documents to be executed by that Drillship Owner and Intra-Group Charterer under or in connection with the relevant Bareboat Charter and/or a Satisfactory Drilling
Contract.
3 Other documents and evidence
3.1 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 Satisfactory Drilling Contract or for the validity and enforceability of any
Finance Document or any Satisfactory Drilling Contract.
3.2 The Original Financial Statements and the latest financial annual accounts of the Parent and the Borrower.

123



SCHEDULE 2
CONDITIIONS PRECEDENT
PART B

CONDITIONS PRECEDENT TO EACH UTILISATION


















1 Obligors
1.1 Updated Good Standing Certificate for each Drillship Owner.
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 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 relevant Drillship Owner under the Shipbuilding Contract, including but not limited to a copy
of the protocol of delivery and acceptance for that 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 Shipbuilding 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 relevant Drillship Owner under the Approved Flag;
(c) is in the absolute and unencumbered ownership of the relevant 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.
3.4 Evidence of the Market Value of the relevant Drillship, confirming that the Market Value of the relevant Drillship (or, in respect of the second and third Drillship to be
delivered, the relevant Drillship together with Drillship(s) already delivered) exceeds 140 per cent. of the Loan.

124




4.2 The requirements by GIEK pursuant to the GIEK Guarantee being met.





5.4 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.


4 Specific GIEK/Eksportkreditt documents
4.1 Written confirmation from Watson, Farley & Williams, London, legal advisers to the Finance Parties in England, addressed to Eksportkreditt and/or the Facility Agent,
in such form and subject to such qualifications as agreed between the Facility Agent, Eksportkreditt and Watson, Farley & Williams, that all conditions precedent for
disbursing the proposed Eksportkreditt GIEK Facility Loan have been fulfilled.
5 Legal opinions
5.1 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.
5.2 A legal opinion of Watson, Farley & Williams (New York) LLP, legal advisers to the Finance Parties in the Marshall Islands, in such form as agreed between that legal
adviser and the Finance Parties.
5.3 A legal opinion of Nauta Dutilh, legal advisers to the Finance Parties in the Netherlands, in such form as agreed between that legal adviser and the Finance Parties.

125



SCHEDULE 3 REQUESTS PART A UTILISATION REQUEST

From: Drillships Ocean Ventures Inc.
To: DNB Bank ASA (the Facility Agent)
Dated: []

Dear Sirs

Drillships Ocean Ventures Inc. - Facility Agreement dated [] (the "Agreement")








Yours faithfully

[]

authorised signatory for Drillships Ocean Ventures Inc.


1 We refer to the Agreement. This is a 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 make the following [Commercial Athena Facility Loan / Commercial Mylos Facility Loan / Commercial Skyros Facility Loan / Eksportkreditt GIEK
Athena Facility Loan / Eksportkreditt GIEK Mylos Facility Loan / Eksportkreditt GIEK Skyros Facility Loan / Kexim Athena Facility Loan / Kexim Mylos Facility
Loan / Kexim Skyros Facility Loan] :
Proposed Utilisation Date: [] (or, if that is not a Business Day, the

next Business Day)

Amount: [] 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 (Eksportkreditt conditions precedent) and Clause 4.3 (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.

126


SCHEDULE 3 REQUESTS PART B SELECTION NOTIC E
From: Drillships Ocean Ventures Inc.

To: DNB Bank ASA (the Facility Agent)

Dated: []

Dear Sirs

Drillships Ocean Ventures Inc. - Facility Agreement dated [] (the "Agreement")



3 This Selection Notice is irrevocable.

Yours faithfully

[]



1 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.
2 We request that the next Interest Period for the [Commercial Athena Facility Loan /Commercial Mylos Facility Loan / Commercial Skyros Facility Loan /
Eksportkreditt GIEK Athena Facility Loan / Eksportkreditt GIEK Mylos Facility Loan / Eksportkreditt GIEK Skyros Facility Loan / Kexim Athena Facility Loan /
Kexim Mylos Facility Loan / Kexim Skyros Facility Loan] be [].
authorised signatory for Drillships Ocean Ventures Inc.

127








Where " A " is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Facility Agent as being the average of the most
recent rates of charge supplied by the Reference Banks to the Facility Agent pursuant to paragraph 6 below and expressed in pounds per 1,000,000.









SCHEDULE 4
MANDATOR COST FORMULAE
1 The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the
Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.
2 On the first day of each Interest Period (or as soon as possible thereafter) the Facility Agent shall calculate, as a percentage rate, a rate (the " Additional Cost Rate ")
for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Facility Agent as a weighted average of the Lenders'
Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the Loan) and will be expressed as a percentage rate per annum.
3 The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Facility
Agent. This percentage will be certified by that Lender in its notice to the Facility Agent to be its reasonable determination of the cost (expressed as a percentage of that
Lender's participation in the Loan made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of
loans made from that Facility Office.
4 The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Facility Agent as follows:
A x 0.01 per cent. per annum
300

5 For the purposes of this Schedule:
5.1 " Special Deposits " has the meaning given to it from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of
England;
5.2 " Fees Rules " means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time
to time in respect of the payment of fees for the acceptance of deposits;
5.3 " Fee Tariffs " means the fee tariffs specified in the Fees Rules under the activity group A.l Deposit acceptors (ignoring any minimum fee or zero rated fee required
pursuant to the Fees Rules but taking into account any applicable discount rate); and
5.4 " Tariff Base " has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.
6 If requested by the Facility Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Facility Agent,
the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial
Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs

128

applicable to that Reference Bank for that financial year) and expressed in pounds per 1,000,000 of the Tariff Base of that Reference Bank.


7.1 the jurisdiction of its Facility Office; and

7.2 any other information that the Facility Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Facility Agent of any change to the information provided by it pursuant to this paragraph.








7 Each Lender shall supply any information required by the Facility Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation,
each Lender shall supply the following information on or prior to the date on which it becomes a Lender:
8 The rates of charge of each Reference Bank for the purpose of A above shall be determined by the Facility Agent based upon the information supplied to it pursuant to
paragraph 7 above and on the assumption that, unless a Lender notifies the Facility Agent to the contrary, each Lender's obligations in relation to cash ratio deposits and
Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.
9 The Facility Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall
be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.
10 The Facility Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each
Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3 and 7 above.
11 Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a
Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.
12 The Facility Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all Parties any amendments which are required
to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial
Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the
absence of manifest error, be conclusive and binding on all Parties.

129








Drillships Ocean Ventures Inc. - Facility Agreement dated [] (the "Agreement")










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.



SCHEDULE 5
FORM OF TRANSFER CERTIFICATE
From: [The Existing Lender] (the " Existing Lender ") and [The New Lender] (the " New Lender ")
To: DNB Bank ASA (the Facility Agent)
Dated: []
1 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 28.5 (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 28.5 (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.
3 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of
Existing Lenders) of the Agreement.
4 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.
5 This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.
6 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

130





THE SCHEDULE Commitment/rights and obligations to be transferred [insert relevant details]




This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [].

[Facility Agent]

By: []

[Borrower]

By: []



SCHEDULE 6
FORM OF ASSIGNMENT AGREEMENT
[Facility Office address fax number and attention details for notices and account details for payments.]


[Existing Lender] [New Lender]

By: [ ] By: [ ]

131



Drillships Ocean Ventures Inc. - Facility Agreement dated [] (the "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



To: DNB Bank ASA (the Facility Agent) and Drillships Ocean Ventures 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: []
1 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 28.6 (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.
5 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.
6 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of
Existing Lenders).
7 This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 28.7 (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.
8 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.
9 This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
10 This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

132





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]


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: []


SCHEDULE 6
FORM OF ASSIGNMENT AGREEMENT
[Existing Lender] [New Lender]


By: By:

133




From: Ocean Rig UDW Inc. (as Parent and Guarantor)

To: DNB Bank ASA (the Facility Agent)

Dated: [] [To be delivered no later than 120/ 60 days after each reporting date]

Dear Sirs
Drillships Ocean Ventures 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 Minimum Cash and Cash Equivalents, Clause 20.1

The Cash and Cash Equivalents of the Group was [] and was [] for the Borrower, while the minimum Cash and Cash Equivalents required for the Group is USD []
and [] for the Borrower.

2 Leverage Ratio, Clause 20.2

The Leverage Ratio of the Group was [ ] while the Leverage Ratio is required not to exceed 5.0 : 1.

3 Equity Ratio, Clause 20.5

The Equity Ratio of the Group was [ ] while the minimum Equity Ratio shall not be less than 35 per cent.

4 Interest Cover Ratio, Clause 20.3

The Interest Cover Ratio of the Group was [ ] while the Interest Cover Ratio shall be minimum 3.0 : 1.

5 Current Ratio, Clause 20.4

The Current Ratio of the Group was [ ] while the Current Ratio shall be greater than 1:1.

6 Market Value, Clause 24.2

The Market Value of each of the Drillships, and the Drillships in aggregate is attached as Appendix I hereto while the minimum Market Value shall not be less than 140
per cent. of the Loan.



SCHEDULE 7
FORM OF COMPLIANCE CERTIFICATE

134






7. No Default




Yours sincerely for and on behalf of OCEAN RIG UDW INC.

By:

Name:

Title: [authorised officer]

By:

Name:

Title: [authorised officer]


SCHEDULE 8
FORM OF ACCESSION LETTER
8. 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.

135

[] as Additional Guarantor Dated: []


Drillships Ocean Ventures 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.





Yours faithfully []
authorised signatory for Drillships Ocean Ventures Inc. (as Borrower)


[]

authorised signatory for [ ] (as Additional Guarantor)

This Accession Letter is accepted by the Facility Agent

[]
authorised signatory for
DNB Bank ASA


From: Drillships Ocean Ventures Inc.

Dear Sirs
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.

136

SCHEDULE 9
REPAYMENTS








Vessel 1
Repayment instalments
Vessel Vessel GIEK KEXIM Commercial
Date Outstanding Repayments Tranche Tranche Tranche

2013 - Q3 450,000,000 -450,000,000 150,000,000 150,000,000 50,000,000
2013 - Q4 440,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2014 - Q1 430,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2014 - Q2 420,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2014 - Q3 410,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2014 - Q4 400,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2015 - Q1 390,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2015 - Q2 380,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2015 - Q3 370,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2015 - Q4 360,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2016 - Q1 350,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2016 - Q2 340,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2016 - Q3 330,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2016 - Q4 320,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2017 - Q1 310,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2017 - Q2 300,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2017 - Q3 290,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2017 - Q4 280,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2018 - Q1 270,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2018 - Q2 260,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2018 - Q3 ** 250,000,000 10,000,000 3,333,333 3,333,333 3,333,333
Remaining
Amount 250,000,000 83,333,333 83,333,333 83,333,333
2018 - Q4 240,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2019 - Q1 230,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2019 - Q2 220,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2019 - Q3 210,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2019 - Q4 200,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2020 - Q1 190,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2020 - Q2 180,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2020 - Q3 170,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2020 - Q4 160,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2021 - Q1 150,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2021 - Q2 140,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2021 - Q3 130,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2021 - Q4 120,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2022 - Q1 110,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2022 - Q2 100,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2022 - Q3 90,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2022 - Q4 80,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2023 - Q1 70,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2023 - Q2 60,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2023 - Q3 50,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2023 - Q4 40,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2024 - Q1 30,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2024 - Q2 20,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2024 - Q3 10,000,000 10,000,000 3,333,333 3,333,333 3,333,333
2024 - Q4 0 10,000,000 3,333,333 3,333,333 3,333,333
* Scheduled delivery date is July 2013
** Commercial Tranche Maturity Date
= Envisioned commercial irancne extension repayment scneauie

137



_____________

1 Scheduled delivery date is October 2013
2 Commercial Tranche Maturity Date
= Envisioned Commercial Tranche extension repayment schedule


Vessel 2
Repayment instalments
Vessel Vessel GIEK KEXIM Commercial
Date Outstanding Repayments Tranche Tranche Tranche
2013 - Q3 - - - - -
2013 - Q41 450,000,000 -450,000,000 150,000,000 150,000,000 50,000,000
2014 - Q1 439,473,684 10,526,316 3,571,429 3,571,429 3,383,459
2014 - Q2 428,947,368 10,526,316 3,571,429 3,571,429 3,383,459
2014 - Q3 418,421,053 10,526,316 3,571,429 3,571,429 3,383,459
2014 - Q4 407,894,737 10,526,316 3,571,429 3,571,429 3,383,459
2015 - Q1 397,368,421 10,526,316 3,571,429 3,571,429 3,383,459
2015 - Q2 386,842,105 10,526,316 3,571,429 3,571,429 3,383,459
2015 - Q3 376,315,789 10,526,316 3,571,429 3,571,429 3,383,459
2015 - Q4 365,789,474 10,526,316 3,571,429 3,571,429 3,383,459
2016 - Q1 355,263,158 10,526,316 3,571,429 3,571,429 3,383,459
2016 - Q2 344,736,842 10,526,316 3,571,429 3,571,429 3,383,459
2016 - Q3 334,210,526 10,526,316 3,571,429 3,571,429 3,383,459
2016 - Q4 323,684,211 10,526,316 3,571,429 3,571,429 3,383,459
2017 - Q1 313,157,895 10,526,316 3,571,429 3,571,429 3,383,459
2017 - Q2 302,631,579 10,526,316 3,571,429 3,571,429 3,383,459
2017 - Q3 292,105,263 10,526,316 3,571,429 3,571,429 3,383,459
2017 - Q4 281,578,947 10,526,316 3,571,429 3,571,429 3,383,459
2018 - Q1 271,052,632 10,526,316 3,571,429 3,571,429 3,383,459
2018 - Q2 260,526,316 10,526,316 3,571,429 3,571,429 3,383,459
2018 -
Q32 250,000,000 10,526,316 3,571,429 3,571,429 3,383,459
Remaining
Amount 250,000,000 82,142,857 82,142,857 85,714,286
2018 - Q4 239,130,435 10,869,565 3,571,429 3,571,429 3,726,708
2019 - Q1 228,260,870 10,869,565 3,571,429 3,571,429 3,726,708
2019 - Q2 217,391,304 10,869,565 3,571,429 3,571,429 3,726,708
2019 - Q3 206,521,739 10,869,565 3,571,429 3,571,429 3,726,708
2019 - Q4 195,652,174 10,869,565 3,571,429 3,571,429 3,726,708
2020 - Q1 184,782,609 10,869,565 3,571,429 3,571,429 3,726,708
2020 - Q2 173,913,043 10,869,565 3,571,429 3,571,429 3,726,708
2020 - Q3 163,043,478 10,869,565 3,571,429 3,571,429 3,726,708
2020 - Q4 152,173,913 10,869,565 3,571,429 3,571,429 3,726,708
2021 - Q1 141,304,348 10,869,565 3,571,429 3,571,429 3,726,708
2021 - Q2 130,434,783 10,869,565 3,571,429 3,571,429 3,726,708
2021 - Q3 119,565,217 10,869,565 3,571,429 3,571,429 3,726,708
2021 - Q4 108,695,652 10,869,565 3,571,429 3,571,429 3,726,708
2022 - Q1 97,826,087 10,869,565 3,571,429 3,571,429 3,726,708
2022 - Q2 86,956,522 10,869,565 3,571,429 3,571,429 3,726,708
2022 - Q3 76,086,957 10,869,565 3,571,429 3,571,429 3,726,708
2022 - Q4 65,217,391 10,869,565 3,571,429 3,571,429 3,726,708
2023 - Q1 54,347,826 10,869,565 3,571,429 3,571,429 3,726,708
2023 - Q2 43,478,261 10,869,565 3,571,429 3,571,429 3,726,708
2023 - Q3 32,608,696 10,869,565 3,571,429 3,571,429 3,726,708
2023 - Q4 21,739,130 10,869,565 3,571,429 3,571,429 3,726,708
2024 - Q1 10,869,565 10,869,565 3,571,429 3,571,429 3,726,708

2024 - Q2

0

10,869,565

3,571,429

3,571,429 3,726,708

138



____________
3 Commercial Tranche Maturity Date
= Envisioned Commercial Tranche extension repayment schedule


Vessel 3
Repayment instalments
Vessel Vessel GIEK KEXIM Commercial
Date Outstanding Repayments Tranche Tranche Tranche
2013 - Q3 - - - - -
2013 - Q4 450,000,000 -450,000,000 150,000,000 150,000,000 150,000,000
2014 - Q1 439,473,684 10,526,316 3,571,429 3,571,429 3,383,459
2014 - Q2 428,947,368 10,526,316 3,571,429 3,571,429 3,383,459
2014 - Q3 418,421,053 10,526,316 3,571,429 3,571,429 3,383,459
2014 - Q4 407,894,737 10,526,316 3,571,429 3,571,429 3,383,459
2015 - Q1 397,368,421 10,526,316 3,571,429 3,571,429 3,383,459
2015 - Q2 386,842,105 10,526,316 3,571,429 3,571,429 3,383,459
2015 - Q3 376,315,789 10,526,316 3,571,429 3,571,429 3,383,459
2015 - Q4 365,789,474 10,526,316 3,571,429 3,571,429 3,383,459
2016 - Q1 355,263,158 10,526,316 3,571,429 3,571,429 3,383,459
2016 - Q2 344,736,842 10,526,316 3,571,429 3,571,429 3,383,459
2016 - Q3 334,210,526 10,526,316 3,571,429 3,571,429 3,383,459
2016 - Q4 323,684,211 10,526,316 3,571,429 3,571,429 3,383,459
2017 - Q1 313,157,895 10,526,316 3,571,429 3,571,429 3,383,459
2017 - Q2 302,631,579 10,526,316 3,571,429 3,571,429 3,383,459
2017 - Q3 292,105,263 10,526,316 3,571,429 3,571,429 3,383,459
2017 - Q4 281,578,947 10,526,316 3,571,429 3,571,429 3,383,459
2018 - Q1 271,052,632 10,526,316 3,571,429 3,571,429 3,383,459
2018 - Q2 260,526,316 10,526,316 3,571,429 3,571,429 3,383,459
2018 -
Q33 250,000,000 10,526,316 3,571,429 3,571,429 3,383,459
Remaining
amount 250,000,000 82,142,857 82,142,857 85,714,286
2018 - Q4 239,130,435 10,869,565 3,571,429 3,571,429 3,726,708
2019 - Q1 228,260,870 10,869,565 3,571,429 3,571,429 3,726,708
2019 - Q2 217,391,304 10,869,565 3,571,429 3,571,429 3,726,708
2019 - Q3 206,521,739 10,869,565 3,571,429 3,571,429 3,726,708
2019 - Q4 195,652,174 10,869,565 3,571,429 3,571,429 3,726,708
2020 - Q1 184,782,609 10,869,565 3,571,429 3,571,429 3,726,708
2020 - Q2 173,913,043 10,869,565 3,571,429 3,571,429 3,726,708
2020 - Q3 163,043,478 10,869,565 3,571,429 3,571,429 3,726,708
2020 - Q4 152,173,913 10,869,565 3,571,429 3,571,429 3,726,708
2021 - Q1 141,304,348 10,869,565 3,571,429 3,571,429 3,726,708
2021 - Q2 130,434,783 10,869,565 3,571,429 3,571,429 3,726,708
2021 - Q3 119,565,217 10,869,565 3,571,429 3,571,429 3,726,708
2021 - Q4 108,695,652 10,869,565 3,571,429 3,571,429 3,726,708
2022 - Q1 97,826,087 10,869,565 3,571,429 3,571,429 3,726,708
2022 - Q2 86,956,522 10,869,565 3,571,429 3,571,429 3,726,708
2022 - Q3 76,086,957 10,869,565 3,571,429 3,571,429 3,726,708
2022 - Q4 65,217,391 10,869,565 3,571,429 3,571,429 3,726,708
2023 - Q1 54,347,826 10,869,565 3,571,429 3,571,429 3,726,708
2023 - Q2 43,478,261 10,869,565 3,571,429 3,571,429 3,726,708
2023 - Q3 32,608,696 10,869,565 3,571,429 3,571,429 3,726,708
2023 - Q4 21,739,130 10,869,565 3,571,429 3,571,429 3,726,708
2024 - Q1 10,869,565 10,869,565 3,571,429 3,571,429 3,726,708

2024 - Q2

0

10,869,565

3,571,429

3,571,429 3,726,708

139



Commercial Tranche Maturity Date



Total Facility
Repayment instalments
Vessel Vessel GIEK KEXIM Commercial
Date Outstanding Repayments Tranche Tranche Tranche
2013 - Q3 * 450,000,000 -450,000,000 150,000,000 150,000,000 150,000,000
2013 - Q4 * 1,340,000,000 -890,000,000 296,666,667 296,666,667 296,666,667
2014 - Q1 1,308,947,368 31,052,632 10,476,190 10,476,190 10,100,251
2014 - Q2 1,277,894,737 31,052,632 10,476,190 10,476,190 10,100,251
2014 - Q3 1,246,842,105 31,052,632 10,476,190 10,476,190 10,100,251
2014 - Q4 1,215,789,474 31,052,632 10,476,190 10,476,190 10,100,251
2015 - Q1 1,184,736,842 31,052,632 10,476,190 10,476,190 10,100,251
2015 - Q2 1,153,684,211 31,052,632 10,476,190 10,476,190 10,100,251
2015 - Q3 1,122,631,579 31,052,632 10,476,190 10,476,190 10,100,251
2015 - Q4 1,091,578,947 31,052,632 10,476,190 10,476,190 10,100,251
2016 - Q1 1,060,526,316 31,052,632 10,476,190 10,476,190 10,100,251
2016 - Q2 1,029,473,684 31,052,632 10,476,190 10,476,190 10,100,251
2016 - Q3 998,421,053 31,052,632 10,476,190 10,476,190 10,100,251
2016 - Q4 967,368,421 31,052,632 10,476,190 10,476,190 10,100,251
2017 - Q1 936,315,789 31,052,632 10,476,190 10,476,190 10,100,251
2017 - Q2 905,263,158 31,052,632 10,476,190 10,476,190 10,100,251
2017 - Q3 874,210,526 31,052,632 10,476,190 10,476,190 10,100,251
2017 - Q4 843,157,895 31,052,632 10,476,190 10,476,190 10,100,251
2018 - Q1 812,105,263 31,052,632 10,476,190 10,476,190 10,100,251
2018 - Q2 781,052,632 31,052,632 10,476,190 10,476,190 10,100,251
2018 -
Q3 ** 750,000,000 31,052,632 10,476,190 10,476,190 10,100,251
Remaining
amount 750,000,000 247,619,048 247,619,048 254,761,905
2018 - Q4 718,260,870 31,739,130 10,476,190 10,476,190 10,786,749
2019 - Q1 686,521,739 31,739,130 10,476,190 10,476,190 10,786,749
2019 - Q2 654,782,609 31,739,130 10,476,190 10,476,190 10,786,749
2019 - Q3 623,043,478 31,739,130 10,476,190 10,476,190 10,786,749
2019 - Q4 591,304,348 31,739,130 10,476,190 10,476,190 10,786,749
2020 - Q1 559,565,217 31,739,130 10,476,190 10,476,190 10,786,749
2020 - Q2 527,826,087 31,739,130 10,476,190 10,476,190 10,786,749
2020 - Q3 496,086,957 31,739,130 10,476,190 10,476,190 10,786,749
2020 - Q4 464,347,826 31,739,130 10,476,190 10,476,190 10,786,749
2021 - Q1 432,608,696 31,739,130 10,476,190 10,476,190 10,786,749
2021 - Q2 400,869,565 31,739,130 10,476,190 10,476,190 10,786,749
2021 - Q3 369,130,435 31,739,130 10,476,190 10,476,190 10,786,749
2021 - Q4 337,391,304 31,739,130 10,476,190 10,476,190 10,786,749
2022 - Q1 305,652,174 31,739,130 10,476,190 10,476,190 10,786,749
2022 - Q2 273,913,043 31,739,130 10,476,190 10,476,190 10,786,749
2022 - Q3 242,173,913 31,739,130 10,476,190 10,476,190 10,786,749
2022 - Q4 210,434,783 31,739,130 10,476,190 10,476,190 10,786,749
2023 - Q1 178,695,652 31,739,130 10,476,190 10,476,190 10,786,749
2023 - Q2 146,956,522 31,739,130 10,476,190 10,476,190 10,786,749
2023 - Q3 115,217,391 31,739,130 10,476,190 10,476,190 10,786,749
2023 - Q4 83,478,261 31,739,130 10,476,190 10,476,190 10,786,749
2024 - Q1 51,739,130 31,739,130 10,476,190 10,476,190 10,786,749
2024 - Q2 20,000,000 31,739,130 10,476,190 10,476,190 10,786,749
2024 - Q3 10,000,000 10,000,000 3,333,333 3,333,333 3,333,333

2024 - Q4

0

10,000,000

3,333,333

3,333,333 3,333,333

140

SCHEDULE 10

FORM OF PREPAYMENT/CANCELLATION NOTICE



From: Drillships Ocean Ventures Inc.

To: DNB Bank ASA (the Facility Agent)

Dated: []

Dear Sirs

Drillships Ocean Ventures Inc. - Facility Agreement dated [] (the "Agreement")









4. This [Prepayment][Cancellation] Notice is irrevocable.


Yours faithfully []
authorised signatory for
Drillships Ocean Ventures Inc.



1. 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.
2. [We wish to [prepay the whole Loan] [make a prepayment under the [Loan] [Commercial Athena Facility Loan / Commercial Mylos Facility Loan / Commercial
Skyros Facility Loan / Eksportkreditt GIEK Athena Facility Loan / Eksportkreditt GIEK Mylos Facility Loan / Eksportkreditt GIEK Skyros Facility Loan / Kexim
Athena Facility Loan / Kexim Mylos Facility Loan / Kexim Skyros Facility Loan] :
Proposed Prepayment Date: [] (or, if that is not a Business Day, the

next Business Day)

Amount: []
3. [We wish to cancel [the Total Commitments] [unutilised amounts available under the [Commercial Athena Facility / Commercial Mylos Facility/ Commercial Skyros
Facility / Eksportkreditt GIEK Athena Facility / Eksportkreditt GIEK Mylos Facility / Eksportkreditt GIEK Skyros Facility / Kexim Athena Facility / Kexim Mylos
Facility / Kexim Skyros Facility in an amount of [] (in relation to any voluntary cancellation being an amount of minimum USD 10,000,000)].

141

SCHEDULE 11

TIMETABLES


Delivery of a duly completed Utilisation Request Four Business Days before the intended






(Clause 5.1 (Delivery of a Utilisation Request)) with paragraph (e) of Clause 14 (Other indemnities), four Business Days before the
intended day of such pre-positioning of funds.

Three Business Days before the expiry of the preceding Interest Period (Clause 9.1
(Selection of Interest Periods ))
Delivery of a duly completed Selection Notice (Clause 9.1 (Selection of Interest
Periods))


Facility Agent notifies the Lenders of the Advance in accordance with Clause 5.4
(Lenders' participation)
Utilisation Date (Clause 5.1 (Delivery of a Utilisation Request)) or, if funds are to
be prepositioned with the Builder's bank in accordance
Four Business Days before the intended Utilisation Date or, if funds are to be pre-
positioned with the Builder's bank in accordance with paragraph (e) of Clause 14
(Other indemnities), four Business Days before the intended day of such pre-
positioning of funds.

Libor is fixed
Quotation Day as of 11:00 am London time

142











Notes:

1. The Brazilian companies are owned 99% by Ocean Rig Operations and 1% by Ocean Rig UDW Inc.

















2. Ocean Rig Brasil Cooperatief UA is owned 99% by Ocean Rig Operations and 1% by Ocean Rig UDW Inc.
3. Ocean Rig Black Sea Cooperatief UA is owned 99% by Drillship Hydra Owners Inc. and 1% by Drillships Holdings Inc.
4. Ocean Rig Drilling Operations Cooperatief UA is owned 99% by Drillship Skopelos Owners Inc. and 1% by Drillships Investment Inc.
5. Ocean Rig Olympia Brasil Operations Cooperatief UA is owned 99% by Drillship Paros Owners Inc. ,1% by Drillships Holdings Inc.
6. Ocean Rig Block 33 Brasil Cooperatief UA is owned 99% by Drillship Ocean Ventures Operations Inc., 1% by Drillships Ocean Ventures Inc.
7. Olympia Rig Angola Limitada is owned 49% by Olympia Rig Angola Holding S.A and 51% by Angolan shareholders

144





EXECUCTION PAGES
BORROWER

SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised )
for and on behalf of )
DRILLSHIPS OCEAN VENTURES INC. )
in the presence of: )

Eugenia Voulika
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )

GUARANTOR and PARENT

SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised )
for and on behalf of )
OCEAN RIG UDW INC. )
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )

GUARANTORS

SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised )
for and on behalf of )
DRILLSHIP SKIATHOS OWNERS INC. )
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

145





Witness signature: )
Witness name )
Witness address: )


SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised for and on behalf of )
DRILLSHIP SKIATHOS SHAREHOLDERS INC. )
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )

SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised )
for and on behalf of )
DRILLSHIP SKYROS OWNERS INC. )
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )


SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised for and on behalf of )
DRILLSHIP SKYROS SHAREHOLDERS INC. )
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )

146





SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised )
for and on behalf of )
DRILLSHIP KYTHNOS OWNERS INC. )
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )


SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised for and on behalf of )
DRILLSHIP KYTHNOS SHAREHOLDERS INC. )
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )


SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised )
for and on behalf of )
OCEAN RIG CUNENE OPERATIONS INC. )
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )


147





SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised for and on behalf of )
DRILLSHIPS OCEAN VENTURES OPERATIONS
INC.
)
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )


SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised for and on behalf of )
OCEAN RIG BLOCK 33 BRASIL COOPERATIEF
U.A.
)
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )


SIGNED by Dimitrios Glynos ) /s/ Dimitrios Glynos
duly authorised )
for and on behalf of )
OCEAN RIG BLOCK 33 BRASIL B.V )
in the presence of: )

Eugenia Voulika
Attorney-at-law
52, Ag. Konstantinou Street 151 24 Marousi
Athens, Greece
Tel. + 30 210 614 0580 Fax + 30 210 614 0257
/s/ Eugenia Voulika

Witness signature: )
Witness name )
Witness address: )


148





LENDERS

SIGNED by Nigel Thomas, Attorney-in-fact ) /s/ Nigel Thomas
duly authorised )
for and on behalf of )
DNB BANK ASA )
in the presence of: )

/s / Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
NORDEA BANK FINLAND PLC., LONDON
BRANCH
)
in the presence of: )

/ s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
ABN AMRO BANK N.V., OSLO BRANCH )
in the presence of: )

/ s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )

SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
DVB BANK SE, NORDIC BRANCH )
in the presence of: )

149





/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised for and on behalf of )
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact )
duly authorised )
for and on behalf of )
SWEDBANK AB (PUBL) )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )

SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
EKSPORTKREDITT NORGE AS )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )

150





KEXIM

SIGNED by Nigel Thomas, Attorney-in-fact ) /s/ Nigel Thomas
duly authorised )
for and on behalf of )
THE EXPORT-IMPORT BANK OF KOREA )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )

MANDATED LEAD ARRANGERS

SIGNED by Nigel Thomas, Attorney-in-fact ) /s/ Nigel Thomas
duly authorised )
for and on behalf of )
DNB BANK ASA )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
NORDEA BANK FINLAND PLC., LONDON
BRANCH
)
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )

SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) )
in the presence of: )

151





/ s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
SWEDBANK AB (PUBL) )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
ABN AMRO BANK N.V., OSLO BRANCH )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


HEDGE COUNTERPARTIES

SIGNED by Nigel Thomas, Attorney-in-fact ) /s/ Nigel Thomas
duly authorised )
for and on behalf of )
DNB BANK ASA )
in the presence of: )


152





/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
NORDEA BANK FINLAND PLC., LONDON
BRANCH
)
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
SWEDBANK AB (PUBL) )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised for )
and on behalf of )
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )

153






SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised )
for and on behalf of )
ABN AMRO BANK N.V., OSLO BRANCH )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SIGNED by Ida Marie Oedegaard, Attorney-in-Fact ) /s/ Ida Marie Oedegaard
duly authorised for )
and on behalf of )
ABN AMRO BANK N.V. )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


FACILITY AGENT

SIGNED by Nigel Thomas, Attorney-in-fact ) /s/ Nigel Thomas
duly authorised for )
and on behalf of )
DNB BANK ASA )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


SECURITY AGENT

SIGNED by Nigel Thomas, Attorney-in-fact ) /s/ Nigel Thomas
duly authorised for )
and on behalf of )
DNB BANK ASA )
in the presence of: )

/s/ Joe Osgerby-Lacey
Joe Osgerby-Lacey
Trainee Solicitor
London EC2A 2HB

Witness signature: )
Witness name )
Witness address: )


154


Exhibit 8.1

SUBSIDIARIES OF OCEAN RIG UDW INC.



Name of Subsidiary Jurisdiction of Organization
Drillship Hydra Owners Inc. Marshall Islands
Drillship Paros Owners Inc. Marshall Islands
Drillship Kithira Owners Inc. Marshall Islands
Drillship Skopelos Owners Inc. Marshall Islands
Ocean Rig AS Norway
Ocean Rig UK Ltd. United Kingdom
Ocean Rig Ltd. United Kingdom
Ocean Rig Ghana Ltd. Ghana
Ocean Rig Canada Inc. Canada
Ocean Rig North Sea AS Norway
Ocean Rig 1 Inc. Marshall Islands
Ocean Rig 2 Inc. Marshall Islands
Ocean Rig 1 Shareholders Inc. Marshall Islands
Ocean Rig 2 Shareholders Inc. Marshall Islands
Drill Rigs Holdings Inc. Marshall Islands
Drillships Investment Inc. Marshall Islands
Drillships Holdings Inc. Marshall Islands
Kithira Shareholders Inc. Marshall Islands
Skopelos Shareholders Inc. Marshall Islands
Drillship Hydra Shareholders Inc. Marshall Islands
Drillship Paros Shareholders Inc. Marshall Islands
Ocean Rig Operations Inc. Marshall Islands
Primelead Limited Cyprus
Ocean Rig Black Sea Operations B.V. The Netherlands
Ocean Rig Drilling Operations Cooperatief U.A. The Netherlands
Ocean Rig Black Sea Cooperatief U.A The Netherlands
Ocean Rig Deep Water Drilling Ltd. Nigeria
Ocean Rig Drilling Operations B.V. The Netherlands
Algarve Finance Ltd. Marshall Islands
Alley Finance Co. Marshall Islands
Drillship Skiathos Shareholders Inc. Marshall Islands
Drillship Skyros Shareholders Inc. Marshall Islands
Drillship Kythnos Shareholders Inc. Marshall Islands
Drillship Skiathos Owners Inc. Marshall Islands
Drillship Skyros Owners Inc. Marshall Islands
Drillship Kythnos Owners Inc. Marshall Islands
Ocean Rig 1 Greenland Operations Inc. Marshall Islands
Ocean Rig Corcovado Greenland Operations Inc. Marshall Islands
Ocean Rig Olympia Ghana Operations Limited Ghana
Ocean Rig Poseidon Operations Inc. (formerly Tanzania Operations Inc.) Marshall Islands
Ocean Rig Do Brasil Servios De Petroleo Ltda. Brazil
Ocean Rig Falkland Operations Inc. Marshall Islands
Drill Rigs Operations Inc. Marshall Islands
Ocean Rig Olympia Brasil Operations Cooperatief UA The Netherlands
Ocean Rig Olympia Brasil Operations B.V. The Netherlands
Drillships Holdings Operations Inc. Marshall Islands
Drillships Investment Operations Inc. Marshall Islands
Ocean Rig Rio de Janeiro Servios de Petroleo Ltda. Brazil
Ocean Rig Drilling Do Brasil Servios de Petroleo Ltda. Brazil
Ocean Rig Offshore Management Ltd. Jersey
Ocean Rig Brasil Cooperatief UA The Netherlands
Ocean Rig Brasil B.V. The Netherlands
Ocean Rig Angola Operations Inc. Marshall Islands
Ocean Rig EG Operations Inc. Marshall Islands
Ocean Rig Norway Operations Inc. Marshall Islands
Ocean Rig UDW LLC Delaware
Ocean Rig Global Chartering Inc. Marshall Islands
Ocean Rig Namibia Operations Inc. Marshall Islands
Drillships Ocean Ventures Inc. Marshall Islands
Drillships Ocean Ventures Operations Inc. Marshall Islands
Ocean Rig Block 33 Brasil Cooperatief U.A. Brazil
Ocean Rig Block 33 Brasil BV Brazil
Ocean Rig Cuanza Operations Inc. Marshall Islands
Olympia Rig Angola Holding, SA Angola
Olympia Rig Angola, Limitada Angola
Ocean Rig Liberia Operations Inc. Marshall Islands
Ocean Rig West Africa Operations Inc. Marshall Islands
Drillship Alonissos Owners Inc. Marshall Islands
Drillship Alonissos Shareholders Inc. Marshall Islands
Eastern Med Consultants Inc. Marshall Islands
Ocean Rig Management Inc. Marshall Islands
Ocean Rig Cunene Operations Inc. Marshall Islands
Ocean Rig Cubango Operations Inc. Marshall Islands
Ocean Rig Gabon Operations Inc. Marshall Islands
Ocean Rig Ireland Operations 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 21, 2013


/s/ George Economou
George Economou
Chairman, President and Chief Executive Officer (Principal Executive Officer)
Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Jan Rune Steinsland, 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 21, 2013

/s/ Jan Rune Steinsland
Jan Rune Steinsland
Chief Financial Officer of Ocean Rig AS (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, 2012 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 21, 2013




/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, 2012 as filed with the Securities and Exchange
Commission (the "SEC") on or about the date hereof (the "Report"), I, Jan Rune Steinsland, 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 21, 2013




/s/ Jan Rune Steinsland
Jan Rune Steinsland
Chief Financial Officer of Ocean Rig AS (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) of Ocean Rig UDW Inc. and in the related Prospectuses of our
reports dated March 21, 2013, with respect to the consolidated financial statements and financial statement 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, 2012.


/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
March 21, 2013








Exhibit 15.2




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) of Ocean Rig UDW Inc. and in the related Prospectuses, of our
report dated April 29, 2011(except for the effects of the restatement discussed in the second paragraph of Note 2(d) to the consolidated financial statements and the financial
statement schedule listed in Item 18.1, as to which the date is March 13, 2012), with respect to the consolidated financial statements and financial statement schedule of Ocean
Rig UDW Inc., included in this Annual Report (Form 20-F) for the year ended December 31, 2012.


/s/ Ernst & Young AS

Stavanger, Norway
March 21, 2013