exv10w4






Exhibit 10.4


Execution Version




USD 800,000,000

SENIOR SECURED CREDIT FACILITY AGREEMENT




dated 15 April 2011




for




Drillships Holdings Inc.




as Borrower




The companies named herein

as Guarantors




arranged by




The banks and financial institutions named herein




as Mandated Lead Arrangers



provided by




The banks and financial institutions named herein




as Lenders




and




Nordea Bank Finland Plc, London Branch




as Agent




Bugge, Arentz-Hansen & Rasmussen

www.bahr.no









 









 








TABLE OF CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1. DEFINITIONS AND INTERPRETATION

	 	 	5	 
	2. THE FACILITY

	 	 	27	 
	3. PURPOSE

	 	 	29	 
	4. CONDITIONS PRECEDENT

	 	 	30	 
	5. UTILISATION

	 	 	31	 
	6. REPAYMENT

	 	 	32	 
	7. VOLUNTARY PREPAYMENT

	 	 	33	 
	8. MANDATORY PREPAYMENT

	 	 	34	 
	9. INTEREST

	 	 	38	 
	10. INTEREST PERIODS

	 	 	39	 
	11. CHANGES TO THE CALCULATION OF INTEREST

	 	 	40	 
	12. FEES

	 	 	41	 
	13. TAX GROSS-UP AND INDEMNITIES

	 	 	42	 
	14. INCREASED COSTS

	 	 	44	 
	15. OTHER INDEMNITIES

	 	 	45	 
	16. MITIGATION BY THE LENDERS

	 	 	46	 
	17. COSTS AND EXPENSES

	 	 	47	 
	18. GUARANTEE AND INDEMNITY

	 	 	48	 
	19. SECURITY

	 	 	54	 
	20. REPRESENTATIONS AND WARRANTIES

	 	 	55	 
	21. INFORMATION UNDERTAKINGS

	 	 	62	 
	22. FINANCIAL COVENANTS FOR THE OCEAN RIG GROUP

	 	 	67	 
	23. FINANCIAL COVENANTS FOR THE SHAREHOLDER GUARANTOR

	 	 	68	 
	24. GENERAL UNDERTAKINGS

	 	 	73	 
	25. RIG COVENANTS

	 	 	81	 
	26. EVENTS OF DEFAULT

	 	 	87	 
	27, RECOURSE REQUIREMENTS AND RIGHT OF SUBROGATION

	 	 	93	 
	28. CHANGES TO THE PARTIES

	 	 	94	 
	29. ROLE OF THE AGENT

	 	 	98	 
	30. SHARING AMONG THE FINANCE PARTIES

	 	 	105	 
	31. PAYMENT MECHANICS

	 	 	107	 
	32. SET-OFF

	 	 	110	 
	33. NOTICES

	 	 	110	 
	34. CALCULATIONS

	 	 	113	 
	35. MISCELLANEOUS

	 	 	113	 
	36. GOVERNING LAW AND JURISDICTION

	 	 	117	 






2(105)









 






	 	 	 
	Schedule 1

	 	Lenders and Commitments
	Schedule 2

	 	Guarantors and Collateral Drillships
	Schedule 3

	 	Conditions Precedent
	Schedule 4

	 	Form of Utilisation Request
	Schedule 5

	 	Form of Compliance Certificates
	Schedule 6

	 	Form of Transfer Certificate
	Schedule 7

	 	Repayments
	Schedule 8

	 	Corporate Structure
	Schedule 9

	 	Mandatory Cost Formula






3(105)









 





THIS SENIOR SECURED CREDIT FACILITY AGREEMENT is dated 15 April 2011 and made between:





	(1)	 	Drillships Holdings Inc., of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH96960, registration no. 25319, as borrower (the “Borrower”);
	 
	(2)	 	The companies listed in Part I of Schedule 2 (Guarantors and Collateral Drillships) hereto as
joint and several guarantors (each a “Guarantor”, together the “Guarantors”);
	 
	(3)	 	The banks and financial institutions listed in Schedule 1 (Lenders and
Commitments), as original commercial lenders (together, the “Commercial Lenders”);
	 
	(4)	 	Eksportfinans ASA of Dronning Maudsgate 15, Vika, N-0250 Oslo, Norway, organisation number
816 521 432 (“Eksportfinans”);
	 
	(5)	 	Nordea Bank Finland Plc, London Branch of 8th Floor, City Place House, 55 Basinghall Street,
London EC2V 5NB, United Kingdom, as facility agent (the “Agent”);
	 
	(6)	 	Nordea Bank Finland Plc, London Branch and ABN AMRO Bank N.V., Oslo Branch as bookrunners
(“Bookrunners”);
	 
	(7)	 	Nordea Bank Finland Plc, London Branch, ABN AMRO Bank N.V., Oslo Branch and DVB Bank SE
Nordic Branch as mandated lead arrangers (the “Mandated Lead Arrangers”); and
	 
	(8)	 	Deutsche Bank AG Filiale Deutschlandgeschäft as co-arranger (the “Co-Arranger”).




IT IS AGREED as follows





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions






	 	 	In this Agreement, unless the context otherwise requires:
	 
	 	 	“Accounting Principles” means generally accepted accounting principles in the United States
of America (US GAAP) or International Financial Reporting Standards (IFRS)
	 
	 	 	“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.
	 
	 	 	“Agreement” means this senior secured credit facility agreement, as it may be amended,
supplemented and varied from time to time, including its Schedules and any Transfer
Certificate.
	 
	 	 	“Applicable Margin” means:






	 	(a)	 	the Eksportfinans GIEK Corcovado Facility Loan Margin and Eksportfinans GIEK
Olympia Facility Loan Margin for the Eksportfinans GIEK Facilities; or
	 
	 	(b)	 	the Corcovado Facility Loan Margin and the Olympia Facility Loan Margin for the
Commercial Facilities;






	 	 	as the context may require.




4(105)









 












	 	 	“Approved Brokers” means the ship broker/consultancy firms RS Platou, Fearnleys and ODS Petrodata or
such other reputable and independent consultancy or ship broker firm approved by the Required
Lenders, such consent not to be unreasonably withheld or delayed.
	 
	 	 	“Assignment of Earnings” means assignment agreement for the first priority assignment of the
Earnings to be made between the relevant Obligors and the Agent (on behalf of the Finance Parties)
as security for the Obligors’ obligations under the Finance Documents, in form and substance
satisfactory to the Finance Parties.
	 
	 	 	“Assignment of Earnings Accounts” means assignment agreement for the first priority assignment of
the Earnings Accounts to be made between the relevant Obligors and the Agent (on behalf of the
Finance Parties) as security for the Obligors’ obligations under the Finance Documents, in form and
substance satisfactory to the Finance Parties.
	 
	 	 	“Assignment of Insurances” means assignment agreement for the first priority assignment of the
Insurances to be made between the relevant Obligors and the Agent (on behalf of the Finance
Parties) as security for the Obligors’ obligations under the Finance Documents, in form and
substance satisfactory to the Finance Parties.
	 
	 	 	“Assignment of Minimum Cash Accounts” means assignment agreements for the first priority assignment
of the Minimum Cash Accounts to be made between the Borrower and the Agent (on behalf of the
Finance Parties) as security for the Obligors’ obligations under the Finance Documents, in form and
substance satisfactory to the Finance Parties.
	 
	 	 	“Auditors” means well reputable and international recognised accountancy firms acceptable to the
Required Lenders such as PricewaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst & Young, KPMG and
Moore Stephens or such other firm approved in advance by the Required Lenders (such approval not to
be unreasonably withheld or delayed).
	 
	 	 	“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.
	 
	 	 	“Availability Period” means for the Eksportfinans GIEK Facilities and the Commercial Facilities the
period from and including the date of this Agreement to and including 31 May 2011.
	 
	 	 	“Available Commitment” means a Lender’s Commitment less:






	 	(a)	 	the amount of its participation in any outstanding Loans; and
	 
	 	(b)	 	in relation to any proposed Loan the amount of its participation in the Loan that is due to
be made on or before the proposed Utilisation Date.






“Break Costs” means the amount (if any) by which:




	 	(a)	 	the interest (subject to Clause 11.3 (Break Costs) excluding the Applicable Margin) which a
Lender should have received for the period from the date of receipt of all or part of its
participation in the Loan or Unpaid Sum to the last day of the current Interest Period in
respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum been paid on the
last day of that Interest Period; exceeds
	 
	 	(b)	 	the amount which that Lender would be able to obtain by placing an amount equal to the
principal amount or Unpaid Sum received by it on deposit with a leading bank in





5(105)









 











	 	 	 	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






	 	 	as further described in Clause 11.3 (Break Costs).






	 	 	“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
business in Oslo and London (or any other relevant place of payment under Clause 31
(Payment mechanics)).
	 
	 	 	“Cash” means






	 	(a)	 	cash in hand legally and beneficially owned by a member of the Ocean Rig
Group;
and
	 
	 	(b)	 	cash deposits legally and beneficially owned by a member of the Ocean Rig
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 Agent (on behalf of the Required Lenders)
which
in each case:






	 	(i)	 	is free from any Security Interest, other than pursuant to
the Security
Documents;
	 
	 	(ii)	 	is otherwise at the free and unrestricted disposal of the
relevant member of the
Ocean Rig Group , by which it is owned; and
	 
	 	(iii)	 	in the case of cash in hand or cash deposits held by a member of the Ocean Rig
Group , other than the Borrower, is (in the opinion of the Agent, upon such
documents and evidence as the 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 the Borrower 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.






	 	 	“Cash Equivalent” means at any time:






	 	(a)	 	any investment in marketable debt obligations issued or guaranteed by (i) a
government or (ii) an instrumentality or agency of a government and in respect of
(i)
and (ii) having a credit rating of either A-l 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;




6(105)









 






	 	(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 Agent (on behalf of the Required Lenders),






	 	 	in each case, to which any member of the Ocean Rig Group is alone (or together with other
members of the Ocean Rig Group) beneficially entitled at that time and which is not issued
or guaranteed by any member of the Ocean Rig Group or subject to any Security Interest.
	 
	 	 	“Charter Contracts” means each of the charter contracts for the Drillships listed in Part II
of Schedule 2 (Guarantors and Collateral Drillships) and entered into between an Obligor and
an oil company at the date of this Agreement.
	 
	 	 	“Commercial Facilities” means the Corcovado Facility and the Olympia Facility.
	 
	 	 	“Commercial Facility Loans” means the Corcovado Facility Loan and the Olympia Facility Loan.
	 
	 	 	“Commercial Lenders” means banks and financial institutions listed as the Commercial Lenders
in Schedule 1 (Lenders and Commitments) and any New Lender, which in each case has not ceased
to be a Party in accordance with the terms of this Agreement, but for the avoidance of doubt
excluding Eksportfinans.
	 
	 	 	“Commitment(s)” means:






	 	(a)	 	in relation to a Lender the amount set opposite its name under the heading
“Commitments” in Schedule 1 (Lenders and Commitments) and the amount of any other
Commitment transferred to it pursuant to Clause 28.2 (Assignments and transfers by the
Lenders); and
	 
	 	(b)	 	in relation to any New Lender, the amount of any Commitment transferred to it
pursuant to Clause 28.2 (Assignments and transfers by the Lenders),
to the extent not cancelled, reduced or transferred by it under this Agreement.






	 	 	“Compliance Certificate” means a certificate substantially in the form as set out in Schedule
5 (Form of Compliance Certificates) and delivered pursuant to Clause 21.2 (Compliance
Certificate).




7(105)









 












	 	 	“Corcovado Facility” means the Corcovado Facility made available under this Agreement as
described in Clause 2.1 (Facility).
	 
	 	 	“Corcovado Facility Loan” means the principal amount of the Corcovado Facility for the time
being outstanding under this Agreement.
	 
	 	 	“Corcovado Facility Loan Commitment” means USD 275,000,000, as that amount may be reduced,
cancelled or terminated in accordance with this Agreement.
	 
	 	 	“Corcovado Facility Loan Margin” means 3.25 per cent per annum.
	 
	 	 	“Current Assets” means, on any date, the aggregate value of the assets of the Ocean Rig
Group (on a consolidated basis), which are treated as current assets in accordance with
Accounting Principles.
	 
	 	 	“Current Liabilities” means, on any date, the aggregate amount of all liabilities of the
Ocean Rig Group (on a consolidated basis) which are treated as current liabilities in
accordance with Accounting Principles, but excluding short term portion of long term debt.
	 
	 	 	“Current Ratio” means the ratio of Current Assets to Current Liabilities.
	 
	 	 	“Default” means an Event of Default or 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.
	 
	 	 	“Drillship” means each of the collateral drillships listed in Part II of Schedule 2
(Guarantors and Collateral Drillships) each of which is owned by the respective Drillship
Owner as set out therein.
	 
	 	 	“Drillship Owner” means each company named as owner of a Drillship pursuant to Part II of
Schedule 2 (Guarantors and Collateral Drillships).
	 
	 	 	“Earnings” means all moneys whatsoever which are now, or later become, payable (actually or
contingently) to any Obligor and which arise out of the use of or operation of any of the
Drillships, including (but not limited to):






	 	(a)	 	all freight, hire and passage moneys payable to an Obligor, including (without
limitation) payments of any nature under any charter or agreement for the employment,
use, possession, management and/or operation of any of the Drillships;
	 
	 	(b)	 	any claim under any guarantees related to freight and hire payable to an Obligor
as a consequence of the operation of any of the Drillships;
	 
	 	(c)	 	compensation payable to an Obligor in the event of any requisition of any of the
Drillships or for the use of any of the Drillships by any government authority or other
competent authority;
	 
	 	(d)	 	remuneration for salvage, towage and other services performed by any of the
Drillships payable to an Obligor;




8(105)









 






	 	(e)	 	demurrage and retention money receivable by an Obligor in relation to any of the
Drillships;
	 
	 	(f)	 	all moneys which are at any time payable under the Insurances in respect of loss
of earnings;
	 
	 	(g)	 	if and whenever any of the Drillships is employed on terms whereby any moneys
falling within litra a) to f) 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 such Drillship(s); and
	 
	 	(h)	 	any other money whatsoever due or to become due to an Obligor from third
parties in
relation to any of the Drillships, or otherwise.






	 	 	“Earnings Accounts” means the bank accounts of each of the companies within the Restricted
Group from time to time each of which shall be held with the Agent or any of the Agent’s
corresponding banks and to which all the Earnings and any proceeds of the Insurances shall
be paid.
	 
	 	 	“EBITDA” means the earnings before interest expenses, taxes, depreciation and
amortization of the Ocean Rig Group not taking into account any exceptional or extraordinary
items on a consolidated basis for the previous period of twelve (12) months.
	 
	 	 	“EIA” means Environmental Impact Assessment.
	 
	 	 	“Eksportfinans GIEK Corcovado Facility” means the Eksportfinans GIEK Corcovado Facility made
available under this Agreement as described in Clause 2.1 (Facility).
	 
	 	 	“Eksportfinans GIEK Corcovado Facility Loan” means the principal amount of the Eksportfinans
GIEK Corcovado Facility for the time being outstanding under this Agreement.
	 
	 	 	“Eksportfinans GIEK Corcovado Facility Loan Commitment” means USD 125,000,000 as that amount
may be reduced, cancelled or terminated in accordance with this Agreement.
	 
	 	 	“Eksportfinans GIEK Corcovado Facility Loan Margin” means 0.78 per cent per annum.
	 
	 	 	“Eksportfinans GIEK Facilities” means the Eksportfinans GIEK Corcovado Facility and the
Eksportfinans GIEK Olympia Facility.
	 
	 	 	“Eksportfinans GIEK Facility Loans” means the Eksportfinans GIEK Corcovado Facility Loans and
the Eksportfinans GIEK Olympia Facility Loan.
	 
	 	 	“Eksportfinans GIEK Olympia Facility” means the Eksportfinans GIEK Olympia Facility made
available under this Agreement as described in Clause 2.1 (Facility).
	 
	 	 	“Eksportfinans GIEK Olympia Facility Loan” means the principal amount of the Eksportfinans
GIEK Olympia Facility for the time being outstanding under this Agreement.
	 
	 	 	“Eksportfinans GIEK Olympia Facility Loan Commitment” means USD 125,000,000 as that amount
may be reduced, cancelled or terminated in accordance with this Agreement.
	 
	 	 	“Eksportfinans GIEK Olympia Facility Loan Margin” means 0.78 per cent per annum.




9(105)









 






	 	 	“Eksportfinans Loans” means any Eksportfinans GIEK Corcovado Facility Loan and Eksportfinans
GIEK Olympia Facility Loan.
	 
	 	 	“Environmental Approval” means any permit, licence, consent, approval and other
authorisations and the filing of any notification, report or assessment required under any
Environmental Law for the operation of the Drillships and for the operation of the business
of the Obligors and any member of the Ocean Rig Group.
	 
	 	 	“Environmental Claim” means any claim, proceeding or investigation by any party in respect
of any Environmental Law or Environmental Approval.
	 
	 	 	“Environmental Law” means any applicable law or regulation which relates to:






	 	(a)	 	the pollution or protection of the environment;
	 
	 	(b)	 	harm to or the protection of human health;
	 
	 	(c)	 	the conditions of the workplace; or
	 
	 	(d)	 	any emission or substance capable of causing harm to any living organism or the
environment.






	 	 	“Equity” means, on any date, the Ocean Rig Group’s (on a consolidated basis) nominal book
value of equity treated as equity in accordance with 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).
	 
	 	 	“Exchange” means NASDAQ or another internationally recognised stock exchange where Ocean Rig
UDW Inc. is listed.
	 
	 	 	“Exchange Act” means the U.S. Securities Exchange Act of 1934 (as amended).
	 
	 	 	“Existing Indebtedness” means the USD 325,000,000 bridge facility related to the Drillship
Ocean Rig Corcovado, owed to Deutsche Bank whereof USD 325,000,000 is outstanding.
	 
	 	 	“Facility” means the senior secured credit facility, divided into the Commercial Facilities
and the Eksportfinans GIEK Facilities, made available under this Agreement.
	 
	 	 	“Fee Letters” means any letters entered into by reference to this Agreement in relation to
any
fees.
	 
	 	 	“Final Maturity Date” means the 5th anniversary of the date of this Agreement, but
not later than 31 May 2016.
	 
	 	 	“Finance Documents” means this Agreement, the GIEK Guarantee, any Compliance Certificate, any
Fee Letters, any Hedging Agreement, any Utilisation Request, the Security Documents and any
other document (whether creating a Security Interest or not) which is executed at any time by
any of the Obligors or any other person as security for, or to establish any form of
subordination to the Finance Parties under this Agreement or any of the other documents
referred to herein or therein and any such other document designated as a “Finance Document”
by the Agent and the Borrower.




10(105)









 






	 	 	“Finance Lease” means a lease or charterparty which would be classified as a finance lease
in accordance with the Accounting Principles of the Borrower or any other transaction which
is required to be classified and accounted for as a liability or asset on the face of the
Ocean Rig Group’s consolidated balance sheet in accordance with Accounting Principles.
	 
	 	 	“Finance Party” means each of the Agent, the Hedge Counterparty and the Lenders.
	 
	 	 	“Financial Indebtedness” means any of the following (whether or not the same are required to
be classified and accounted for as a liability on the face of the Ocean Rig Group’s
consolidated balance sheet in accordance with Accounting Principles):






	 	(a)	 	moneys borrowed and debit balances at banks or other financial institutions;
	 
	 	(b)	 	any acceptance under any acceptance credit or bill discounting facility (or
dematerialised equivalent);
	 
	 	(c)	 	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 Finance Leases;
	 
	 	(e)	 	receivables sold or discounted (other than any receivables to the extent
they are sold on a non-recourse basis);
	 
	 	(f)	 	any derivative transaction (and, when calculating the value of that
transaction, only the marked to market value (or, if any actual amount is due as a
result of the termination or close-out of that transaction, that amount) shall be
taken into account);
	 
	 	(g)	 	any counter-indemnity obligation in respect of a guarantee, bond, standby
or documentary letter of credit or any other instrument issued by a bank or financial
institution in respect of an underlying liability of any entity which is not a member
of the Ocean Rig Group which liability would fall within one of the other paragraphs
of this definition;
	 
	 	(h)	 	any amount raised by the issue of redeemable shares which are redeemable
(other than
at the option of the issuer) before the Final Maturity Date or are otherwise
classified as
borrowings under the Accounting Principles;
	 
	 	(i)	 	any amount of any liability under an advance or deferred purchase agreement
if (i) one
of the primary reasons behind entering into the agreement is to raise finance or to
finance the acquisition or construction of the asset or service in question or (ii)
the
agreement is in respect of the supply of assets or services and payment is due more
than 30 days after the date of supply;
	 
	 	(j)	 	any amount raised under any other transaction (including any forward sale or
purchase, sale and sale back or sale and leaseback agreement) having the commercial
effect of a borrowing or otherwise classified as borrowings under the Accounting
Principles; and
	 
	 	(k)	 	the amount of any liability in respect of any guarantee for any of the items
referred to in paragraphs (a) to (j) above.




11(105)









 












	 	 	“Financial Support” means loans, guarantees, credits, indemnities or other form of financial
support.
	 
	 	 	“First Utilisation Date” means the date, on which the first Utilisation under the Agreement
occurs during the Availability Period.
	 
	 	 	“GIEK” means Garanti-Instituttet for Eksportkreditt of Dronning Maudsgate 15, Vika,
N-0122 Oslo, Norway, organisation no 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 No. 101662 and 101669 and
“General Conditions for Export Guarantee (December 2006)”.
	 
	 	 	“GIEK Guarantee” means a guarantee issued by GIEK in favour of Eksportfinans (buyer’s credit
guarantee No. 101662 and 101669) pursuant to which GIEK has guaranteed or will guarantee the
payment to Eksportfinans of 100 per cent of the Eksportfinans GIEK Facilities in
circumstances therein specified and on the GIEK Conditions.
	 
	 	 	“Guarantors” means the guarantors listed in Part I of Schedule 2 (Guarantors and Collateral
Drillships), being Dryships Inc., Ocean Rig UDW Inc., Drillship Hydra Shareholders Inc.,
Drillship Paros Shareholders Inc., Drillship Hydra Owners Inc. and Drillship Paros Owners
Inc.
	 
	 	 	“Hedge Counterparty” means any of the Lenders or its Affiliates and ABN AMRO Bank N. V. as a
Hedge Counterparty, if relevant.
	 
	 	 	“Hedging Agreement” means (if relevant) any master agreement, confirmation, schedule or other
agreement entered into or to be entered into by any of the Obligors or the Borrower and a
Hedge Counterparty for the purpose of hedging interest rate liabilities and/or any exchange
rate or similar agreements hedging the Facility, provided always that the parties’
obligations are to be set off at market price either on a continuous basis or upon default.
	 
	 	 	“Holding Company” means a company which is defined as the parent company following the
principles of the Norwegian Public Companies Act of 1997 No. 45 § 1-3.
	 
	 	 	“Insurance Report” means an insurance report in respect of the Insurances confirming that
such Insurances are placed with such insurers, insurance companies and/or clubs in such
amounts, against such risks and in such form as acceptable to the Agent (acting on the
instructions from the Finance Parties) and comply with the requirements under Clause 25.3
(Insurance) and the GIEK Guarantee prepared by Aon Bank Assure Insurance Services Inc., or
such other reputable insurance advisor approved by the Agent, and dated on or about the date
of this Agreement and addressed to, and capable of being relied upon by, the Finance Parties.
	 
	 	 	“Insurances” means all the insurance policies and contracts of insurance including (without
limitation) those entered into in order to comply with the terms of Clause 25.3 (Insurance)
which are from time to time in place or taken out or entered into by or for the benefit of
the Obligors (whether in the sole name of the Obligors or in the joint names of the Obligors
and any other person) in respect of the Drillships or otherwise in connection with the
Drillships and all benefits thereunder (including claims of whatsoever nature and return of
premiums).
	 
	 	 	“Interest Cover Ratio” means the ratio of the Ocean Rig Group’s consolidated EBITDA to
interest expenses for the previous period of twelve (12) months.




12(105)









 






	 	 	“Interest Payment Date” means the last day of each Interest Period.
	 
	 	 	“Interest Period” means, in relation to a Loan, each of the successive periods determined in
accordance with Clause 10.1 (Selection of Interest Periods), and, in relation to an Unpaid
Sum, each period determined in accordance with Clause 9.3 (Default interest).
	 
	 	 	“Intra-Group Charterer” means each Subsidiary named as Intra-Group Charterer pursuant to
Part II of Schedule 2 (Guarantors and Collateral Drillships).
	 
	 	 	“ISM Code” means the International Safety Management Code for the Safe Operation of Ships
and for Pollution Prevention.
	 
	 	 	“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.
	 
	 	 	“Lenders” means the Commercial Lenders and Eksportfinans listed in Schedule 1 (Lenders and
Commitments), and any New Lender, which in each case has not ceased to be a Party in
accordance with the terms of this Agreement.
	 
	 	 	“Leverage Ratio” means the Net Funded Debt divided by EBITDA.

	 
	 	 	“LIBOR” means, in relation to a Loan:






	 	(a)	 	The applicable interest settlement rate for the relevant period as displayed on
Reuters screen page Libor 01, or Libor 02, as appropriate; or
	 
	 	(b)	 	(if Reuters screen page referred to in (a) is not available for the Interest
Period of that Loan or other sum) the arithmetic mean of the rates (rounded upwards to
four decimal places) as supplied to the Agent at its request quoted by the Reference
Banks to leading banks in the London interbank market,






	 	 	as of 11.00 a.m. (London time) on the second Business Day prior to the relevant Interest
Period for the offering of deposits in USD and for a period comparable to the Interest
Period for that Loan or other sum.
	 
	 	 	“Loan(s)” means the aggregate Eksportfinans GIEK Corcovado Facility Loan, Eksportfinans GIEK
Olympia Facility Loan, the Corcovado Facility Loan and the Olympia Facility Loan outstanding
under this Agreement from time to time or a loan made or to be made under the Facility.
	 
	 	 	“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance
with Schedule 9 (Mandatory Cost Formula).
	 
	 	 	“Market Value” means the fair market value of each of the Drillships, being the average of
valuations of the Drillship obtained from two (2) of the Approved Brokers (elected by the
Borrower), with or without physical inspection of the Drillship (as the Agent may 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 contract of employment and/or similar arrangement.
	 
	 	 	“Material Adverse Effect” means a material adverse effect on:






	 	(a)	 	the property, nature of assets, business, operation, liabilities or
condition (financial or otherwise) or prospects of any Ocean Rig Obligor or the Ocean
Rig Group as a whole;




13(105)









 






	 	(b)	 	the ability of any of the Ocean Rig Obligors or the Ocean Rig Group as a
whole to perform any of their obligations under the Finance Documents; or
	 
	 	(c)	 	the validity or enforceability of, or the effectiveness or ranking of any
security granted or purporting 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.






	 	 	“Minimum Cash Accounts” means the bank accounts held by the Borrower with the Agent and ABN
AMRO Bank N. V., respectively, in which a total amount equal to the minimum Cash and Cash
Equivalent required at any time pursuant to Clause 22.1(b) will be held.
	 
	 	 	“Mortgages” means each of the first priority mortgages and any deed of covenants thereto, to
be executed by each of the Drillship Owners against each of the respective Drillships in a
Ship Registry in favour of the Agent (on behalf of the Finance Parties) as security for the
Obligors’ obligations under the Finance Documents, in form and substance satisfactory to the
Agent (on behalf of the Finance Parties), to cover an amount of up to USD 1,320,000,000 for
each Drillship.
	 
	 	 	“Net Funded Debt” means on a consolidated basis all interest bearing debt for the Ocean Rig
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” has the meaning set out in Clause 28 (Changes to the Parties).
	 
	 	 	“Norwegian Equipment” means the equipment manufactured by National Oilwell Norway AS and
certain other Norwegian exporters, as evidenced to the satisfaction of Eksportfinans
pursuant to Clause 4.2.
	 
	 	 	“Obligors” means the Borrower and the Guarantors and an Obligor means any of them.
	 
	 	 	“Ocean Rig Corcovado” means the drillship listed in Part II of Schedule 2 (Guarantors and
Collateral Drillship) described as “Ocean Rig Corcovado”.
	 
	 	 	“Ocean Rig Group” means Ocean Rig UDW Inc. and its Subsidiaries from time to time.
	 
	 	 	“Ocean Rig Obligors” means the Obligors except for the Shareholder Guarantor, and an Ocean
Rig Obligor means any of them.
	 
	 	 	“Ocean Rig Olympia” means the drillship listed in Part II of Schedule 2 (Guarantors and
Collateral Drillship) described as “Ocean Rig Olympia”.
	 
	 	 	“Olympia Facility” means the Olympia Facility made available under this Agreement as
described in Clause 2.1 (Facility).
	 
	 	 	“Olympia Facility Loan” means the principal amount of the Olympia Facility for the time being
outstanding under this Agreement.
	 
	 	 	“Olympia Facility Loan Commitment” means USD 275,000,000, as that amount may be reduced,
cancelled or terminated in accordance with this Agreement.
	 
	 	 	“Olympia Facility Loan Margin” means 3.25 per cent per annum.




14(105)









 






	 	 	“Original Financial Statements” means in relation to (a) Ocean Rig UDW Inc., and its
Subsidiaries; the audited consolidated financial statements for the financial year ending on
31 December 2009, and (b) Ocean Rig UDW Inc and its Subsidiaries., detailed projected
consolidated financial statements for the five (5) fiscal years ending after the date of
this Agreement, which shall reflect the forecasted financial condition of Ocean Rig UDW
Inc., and its Subsidiaries after the incurrence of the indebtedness under the Finance
Documents .
	 
	 	 	“Party” means a party to this Agreement (including its successors and permitted
transferees).
	 
	 	 	“Permitted Holders” means (i) 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) the Shareholder Guarantor.
	 
	 	 	“Permitted Encumbrances” means in respect of any Drillship owned by any member of the Ocean
Rig Group:






	 	(a)	 	liens for current crews’ wages and salvage;
	 
	 	(b)	 	any ship repairer’s or outfitter’s possessory lien arising by operation of law
and not exceeding USD 2,500,000;
	 
	 	(c)	 	any other liens incurred in the ordinary course of operating such Drillship not
exceeding USD 2,500,000; and
	 
	 	(d)	 	liens in favour of the Agent to secure any or all obligations of the Obligors
created under the Finance Documents and secured by the Security Documents.






	 	 	“Qualified IPO” means a bona fide underwritten sale to the public of common stock of Ocean
Rig UDW Inc. pursuant to a registration statement (other than any form relating to securities
issuable under any benefit plan of Ocean Rig UDW Inc. or any of its Subsidiaries, as the case
may be) that is declared effective by the Securities and Exchange Commission or any successor
thereto and listed on an Exchange.
	 
	 	 	“Quarter Date” means 31 March, 30 June, 30 September and 31 December.
	 
	 	 	“Quarterly Accounts” means the Ocean Rig Group’s consolidated financial statements for the
relevant financial quarter to be delivered pursuant to Clause 21.1 (Financial Statements).
	 
	 	 	“Quotation Day” means the day occurring two (2) Business Days prior to the commencement of an
Interest Period, unless market practice differs, in which case the Quotation Day for USD will
be determined by the Agent in accordance with market practice (and if quotations would
normally be given by leading banks in the market on more than one day, the Quotation Day will
be the last of those days).
	 
	 	 	“Reference Banks” means ABN AMRO Bank N.V. Oslo Branch, and Nordea Bank Finland Plc., London
Branch.
	 
	 	 	“Restricted Group” means the Borrower and its Subsidiaries from time to time.
	 
	 	 	“Required Lenders” means (it being understood that references to Required Lenders shall be
interpreted with a view to Clause 35.3.2);




15(105)









 












	 	(a)	 	if there are no Loans outstanding, a Lender or Lenders whose Commitments
aggregate
more than 66 2/3% of the Total Commitments (or, if the Total Commitments have
been reduced to zero, aggregated more than 66 2/3% of the Total Commitments
immediately prior to the reduction); or
	 
	 	(b)	 	at any other time, a Lender or Lenders whose participations in the Loans then
outstanding aggregate more than 66 2/3% of the Loans then outstanding.






	 	 	“Satisfactory Employment Contract” means a charter contract for the employment of a
Drillship, in form and substance satisfactory to all Lenders, in their discretion.
	 
	 	 	“Security Documents” means all or any security documents as may be entered into from time to
time pursuant to Clause 19 (Security), including the guarantee and indemnity granted by the
Guarantors pursuant to Clause 18 (Guarantee and Indemnity), all to be in form and substance
satisfactory to the Agent (on behalf of the Finance Parties).
	 
	 	 	“Security Interest” means any mortgage, charge (whether fixed or floating), encumbrance,
pledge, lien, assigmnent by way of security, finance lease, sale and repurchase or sale and
leaseback arrangement, sale of receivables on a recourse basis or other security interest or
any other agreement or arrangement having the effect of conferring security.
	 
	 	 	“Security Period” means the period commencing on the date of this Agreement and ending the
date on which the Agent notifies the Borrower and the other Finance Parties that:






	 	(a)	 	all amounts which have become due for payment by the Borrower or any other
party
under the Finance Documents have been paid;
	 
	 	(b)	 	no amount is owing or has accrued (without yet having become due for payment)
under any of the Finance Documents;
	 
	 	(c)	 	the Borrower has no future or contingent liability under any provision of this
Agreement and the other Finance Documents;
	 
	 	(d)	 	the Agent and the Required Lenders do not consider that there is a significant
risk that
any payment or transaction under a Finance Document would be set aside, or would
have to be reversed or adjusted, in any present or possible future proceeding
relating
to a Finance Document or any asset covered (or previously covered) by a Security
Interest created by a Finance Document; and
	 
	 	(e)	 	there are no Commitments in force.






	 	 	“Share Charges” means the first priority share charges over all the shares of each member of
the Restricted Group as security for the Obligors’ obligations under the Finance Documents in
form and substance satisfactory to the Agent on behalf of the Finance Parties.
	 
	 	 	“Shareholder Guarantor” means Dryships Inc.
	 
	 	 	“Ship Registry” means the ship registry of the Marshall Islands and such other ship registry
as approved by all Lenders.
	 
	 	 	“Solvent” means, with respect to any person on a particular date, that on such date (a) the
present fair saleable value of the assets of such person is not less than the amount that
will be




16(105)









 






	 	 	required to pay the probable liability of such person on its debts as they become absolute
and matured, (b) such person does not intent to, and does not believe that it will, incur
debts or liabilities beyond such person’s ability to pay as such debts and liabilities
mature and (c) such person is not engaged in business or a transaction, and is not about to
engage in business or a transaction, for which such person’s property would be unreasonably
small in relation to such business or such transaction.
	 
	 	 	“Subsidiary” means an entity from time to time of which a person:






	 	(a)	 	has direct or indirect control; or
	 
	 	(b)	 	owns directly or indirectly more than fifty (50) per cent (votes and/or capital),






	 	 	for the purpose of paragraph (a), an entity shall be treated as being controlled by a person
if that person is able to direct its affairs and/or control the composition of its board of
directors or equivalent body.
	 
	 	 	“Tax on Overall Net Income” means a Tax imposed on a Finance Party by the jurisdiction under
the laws of which it is incorporated, or in which it is located or treated as resident for
tax purposes, on:






	 	(a)	 	the net income, profits or gains of that Finance Party world wide; or
	 
	 	(b)	 	such of the net income, profits or gains of that Finance Party as are
considered to arise in or relate to or are taxable in that jurisdiction.






	 	 	“Taxes” means all present and future taxes, levies, imposts, duties, charges, fees,
deductions and withholdings, and any restrictions and or conditions resulting in a charge
together with interest thereon and penalties in respect thereof and “tax” and “taxation”
shall be construed accordingly.
	 
	 	 	“Total Assets” means on any date the Ocean Rig Group’s (on a consolidated basis) book value
of assets which are treated as assets in accordance with Accounting Principles.
	 
	 	 	“Total Commitments” means the aggregate of the Corcovado Facility Loan Commitment, the
Olympia Facility Loan Commitment, the Eksportfinans GIEK Corcovado Facility Loan Commitment
and the Eksportfinans GIEK Olympia Facility Loan Commitment, being USD 800,000,000 at the
date of this Agreement as that amount may be reduced, cancelled or terminated in accordance
with this Agreement.
	 
	 	 	“Total Loss” means, in relation to any of the Drillships:






	 	(a)	 	the actual, constructive, compromised, agreed, arranged or other total loss of
such
Drillship;






and/or




	 	(b)	 	any hijacking, theft, condemnation, capture, seizure, destruction, abandonment,
arrest, expropriation, confiscation, requisition or acquisition of such 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
governmental or




17(105)









 






	 	 	 	official authority (excluding a requisition for hire for a fixed period not
exceeding one (1) year without any right to extension) unless it is within one (1)
month from the Total Loss Date redelivered to the full control of the Borrower or
any of the Guarantors.






	 	 	“Total Loss Date” means:






	 	(a)	 	in the case of an actual total loss of any of the Drillships, the date on which
it occurred or, if that is unknown, the date when such Drillship was last heard of;
	 
	 	(b)	 	in the case of a constructive, compromised, agreed or arranged total loss of
any of the Drillships, the earlier of: (i) the date on which a notice of abandonment is
given to the insurers (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 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 panel to have occurred or, if
earlier, the date falling six (6) months after notice of abandonment of such Drillship
was given to the insurers; and (ii) the date of compromise, arrangement or agreement
made by or on behalf of the Borrower with the relevant Drillship’s insurers in which
the insurers agree to treat such Drillship as a total loss; or
	 
	 	(c)	 	in the case of any other type of total loss, on the date (or the most likely
date) on which it appears to the Agent that the event constituting the total loss
occurred.






	 	 	“Transfer Certificate” means a certificate substantially in the form as set out in Schedule
6 (Form of Transfer Certificate) or any other form agreed between the Agent and the
Borrower.
	 
	 	 	“Transfer Date” means, in respect of a Transfer (as defined in Clause 28.2 (Assignments and
transfers by Lenders)) the later of:






	 	(a)	 	the proposed Transfer Date as set out in the Transfer Certificate relating to
the Transfer; and
	 
	 	(b)	 	the date on which the Agent executes the Transfer Certificate.






	 	 	“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance
Documents.
	 
	 	 	“USD” means the lawful currency of the United States of America.
	 
	 	 	“Utilisation” means utilisation of a Loan.
	 
	 	 	“Utilisation Date” means the date on which a Utilisation is made.
	 
	 	 	“Utilisation Request” means a notice substantially in the relevant form set out in Part I of
Schedule 4 (Form of Utilisation Requests).
	 
	 	 	“VAT” means value added tax and any other tax of similar nature.
	 
	 	 	“Yard” means Samsung Heavy Industries Co. Ltd, South Korea.
	 
	1.2	 	Construction






	 	 	In this Agreement, unless the context otherwise requires:




18(105)









 












	 	(a)	 	Clause and Schedule headings are for ease of reference only;
	 
	 	(b)	 	words denoting the singular number shall include the plural and vice
versa;
	 
	 	(c)	 	references to Clauses and Schedules are
references, respectively, to the Clauses and Schedules of this
Agreement;
	 
	 	(d)	 	references to a provision of law is a
reference to that provision as it may be amended or re-enacted, and
to any regulations made by the appropriate authority pursuant to such
law;
	 
	 	(e)	 	the “Agent”, a “Mandated Lead Arranger”, any
“Finance Party”, any “Lender”, any “Obligor”, any “Party”, or any other
person shall be construed so as to include its successors in title,
permitted assigns and permitted transferees and, in the case of the
Agent, any person for the time being appointed as Agent in accordance
with the Finance Documents;
	 
	 	(f)	 	references to “control” means the power to
appoint a majority of the board of directors or to direct the
management and policies of an entity, whether through the ownership of
voting capital, by contract or otherwise;
	 
	 	(g)	 	references to “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;
	 
	 	(h)	 	references to a “person” shall include any
individual, firm, partnership, joint venture, company, corporation,
trust, fund, body, corporate, unincorporated body of persons, or any
state or any agency of a state or association (whether or not having
separate legal personality); and
	 
	 	(i)	 	an Event of Default is “continuing”, if it has
not been remedied or waived by the Lenders






	2.	 	THE FACILITY
	 
	2.1	 	Facility
	 
	 	 	Subject to the terms of this Agreement, the Lenders make available to the
Borrower, during the applicable Availability Period, a USD senior secured
credit facility for Utilisations in the aggregate principal amount of up to
the Total Commitments as follows:






	 	(a)	 	a term loan facility in an amount equal to the
Eksportfinans GIEK Corcovado Facility Loan Commitment granted by
Eksportfinans (the “Eksportfinans GIEK Corcovado Facility”);
	 
	 	(b)	 	a term loan facility in an amount equal to the
Eksportfinans GIEK Olympia Facility Loan Commitment granted by
Eksportfinans (the “Eksportfinans GIEK Olympia Facility”);
	 
	 	(c)	 	a term loan facility in an amount equal to the
Corcovado Facility Loan Commitment granted by the Commercial Lenders
(the “Corcovado Facility”); and




19(105)









 






	 	(d)	 	a term loan facility in an amount equal to the
Olympia Facility Loan Commitment granted by the Commercial Lenders (the
“Olympia 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 Finance Party under the Finance Documents. No
Finance Party is responsible for the obligations of any other Finance Party under the
Finance Documents.
	 
	 	(b)	 	The rights of each Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from any of the Obligors shall be a separate and
independent debt. A Finance Party may, except as otherwise stated in the Finance
Documents, separately enforce its rights under the Finance Documents.






	2.3	 	Borrower’s Authority






	 	(a)	 	Each Obligor (other than the Borrower), by its execution of this Agreement,
irrevocably authorises the Borrower to act on its behalf as its agent in relation
to the
Finance Documents and authorises:






	 	(i)	 	the Borrower, on its behalf, to supply all information
concerning itself, its
financial condition and otherwise to the Finance Parties as contemplated under
this Agreement and to give all notices and instruction to be given by such
Obligor under the Finance Documents, to execute, on its behalf, any Finance
Document and to enter into any agreement and amendment in connection with
the Finance Documents (however fundamental and notwithstanding any increase
in obligations of or other effect on an Obligor) including confirmation of
guarantee obligations in connection with any amendment or consent in relation
to the Facility, without further reference to or the consent of such Obligor and
each Obligor to be obliged to confirm such authority in writing upon the request
of the Agent; and
	 
	 	(ii)	 	each Finance Party to give any notice, demand or other communication to be
given to or served on such Obligor pursuant to the Finance Documents to the
Borrower on its behalf, and in each such case such Obligor will be bound
thereby (and shall be deemed to have given/received notice thereof) as though
such Obligor itself had been given such notice and instructions, executed such
agreement or received any such notice, demand or other communication.






	 	(b)	 	Every act, omission, agreement, undertaking, waiver, notice or other
communication
given or made by the Borrower under this Agreement, or in connection with this
Agreement (whether or not known to any Obligor) shall be binding for all purposes on
all other Obligors as if the other Obligors had expressly made, given or concurred
with
the same. In the event of any conflict between any notice or other communication of
the Borrower and any other Obligor, the choice of the Borrower shall prevail.




20(105)









 












	3.	 	PURPOSE
	 
	3.1	 	Purpose






The Borrower shall apply all amounts utilised by it hereunder (i) to finance, in part, the
Norwegian Equipment, (ii) to refinance the Existing Indebtedness, (iii) to refinance, in
part, the capital expenditures related to the Drillships incurred upon delivery from the
Yard, (iv) towards paying fees and expenses incurred in relation to the Finance Documents
and (v) for the Restricted Group’s general corporate and working capital purposes.




	3.2	 	Monitoring






Without prejudice to the obligations of the Borrower under this Clause 3 (Purpose), no
Finance Party is bound to monitor or verify the application of any amount borrowed pursuant
to this Agreement.




	4.	 	CONDITIONS PRECEDENT
	 
	4.1	 	Conditions precedent for the First Utilisation Date






The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on
the date of the proposed First Utilisation Date the Agent has received certified copies or
(in respect of the documents or compliance with ISM and ISPS Code and/or any other
registration and/or trading certificates which are kept on board the Drillships) copies of
all of the documents and other evidence listed in Schedule 3 (Conditions Precedent to the
First Utilisation Date), in form and substance satisfactory to the Agent (acting on the
instructions from the Required Lenders).




	4.2	 	Eksportfinans conditions precedent






The Borrower may not deliver a Utilisation Request unless Eksportfinans has received
evidence, in form and substance satisfactory to Eksportfinans, that:




	 	(a)	 	Norwegian Equipment has been delivered in accordance with the terms of the
respective equipment contracts; and
	 
	 	(b)	 	the aggregate amount of the Norwegian Equipment exceeds USD 500,000,000.






	4.3	 	Waiver of conditions precedent and conditions subsequent






The conditions specified in this Clause 4 (Conditions Precedent) are solely for the benefit
of the Finance Parties and may be waived on their behalf in whole or in part and with or
without conditions by the Agent (acting on the instructions of the Required Lenders unless it
is a non-material matter of administrative or technical character where the Agent may act in
its sole discretion), save for conditions which are comprised by Clause 35.3.2 (Exceptions)
which will be subject to consent from all the Lenders. The Finance Parties shall be notified
by the Agent of a waiver granted pursuant to this Clause.



21(105)









 






	5.	 	UTILISATION
	 
	5.1	 	Delivery of a Utilisation Request






Subject to Clause 4 (Conditions Precedent), the Borrower may utilise the Facility by
delivering to the Agent a duly completed Utilisation Request no later than 10:00 hours
(London time) three (3) Business Days prior to the proposed Utilisation Date.




	5.2	 	Completion of a Utilisation Request






A Utilisation Request is irrevocable and will not be regarded as having been duly completed
unless:




	 	(a)	 	it specifies whether it is for a Corcovado Facility Loan, an Olympia Facility
Loan, an Eksportfinans GIEK Corcovado Facility Loan or an Eksportfinans GIEK Olympia
Facility Loan;
	 
	 	(b)	 	the proposed Utilisation Date is a Business Day within the applicable
Availability Period and the amount of the proposed Commercial Facility Loan is in a
minimum amount of USD 1,000,000 and which (together with the Loans outstanding) is not
more than available pursuant to Clause 2.1 (Facility);
	 
	 	(c)	 	the currency specified is USD; and
	 
	 	(d)	 	the proposed Interest Period complies with Clause 10 (Interest Periods).






	5.3	 	Availability






	 	(a)	 	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.
	 
	 	(b)	 	Only one single utilisation may be made in respect of each of the Facilities
and all Facilities shall be utilised simultaneously at the First Utilisation Date. No
Loans may subsequently be re-borrowed once repaid.
	 
	 	(c)	 	No more than three (3) Corcovado Facility Loans and three (3) Olympia Facility
Loans may be outstanding at each time. No more than one (1) Eksportfinans GIEK
Corcovado Facility Loan and one (1) Eksportfinans GIEK Olympia Facility Loan may be
outstanding at each time.






	5.4	 	Lenders’ participation






Upon receipt of a Utilisation Request, the Agent shall notify each Lender of the details of
the requested Loan and the amount of each Lender’s participation in the relevant Loan. If the
conditions set out in this Agreement have been met, each Lender shall no later than 10:00
hours (London time) on the relevant Utilisation Date make available to the Agent for the
account of the Borrower an amount equal to its participation in the Loan to be advanced
pursuant to the relevant Utilisation Request.



22(105)









 






	6.	 	REPAYMENT
	 
	6.1	 	Scheduled Repayments






The Borrower shall repay each Eksportfinans Loan and each Commercial Facility Loan
made to it by consecutive quarterly repayments as set out in Schedule 7 (Repayments) and
the first repayment shall occur three (3) months from the First Utilisation Date.




	6.2	 	Final repayment






On the Final Maturity Date the Borrower shall repay the Commercial Facility Loans then
outstanding under this Agreement in full, together with all other sums due and outstanding
under the Finance Documents at such date (if any). If the Commercial Facility Loans becomes
due and payable, and not refinanced on terms acceptable to GIEK, the Eksportfinans GIEK
Loans will also be due and payable.




	6.3	 	Control account






The Agent will maintain a control account showing the amount of the Loans and interest
accrued thereon from time to time and other charges in respect of the Loans and all
payments in respect thereof made by the Borrower from time to time under this Agreement and
shall enter promptly all relevant details relating thereto in such control account. Such
control account shall, in the absence of manifest error, be conclusive as to the aggregate
amount from time to time due from the Borrower to Eksportfinans in respect of the principal
of, and interest on, the Loans and other charges in respect of the Loans.




	7.	 	VOLUNTARY PREPAYMENT






	7.1	 	Voluntary prepayment
	 
	 	 	Subject to Clause 7.2.4 (Application) below, the Borrower may, by giving the Agent not less
than ten (10) Business Days prior written notice, prepay the whole or any part of the
Commercial Facility Loans or the Eksportfinans GIEK Facility Loans (but if in part, in a
minimum amount of USD 1,000,000 (or such lesser amount as consented to by the Agent) and in
integral multiples of USD 1,000,000) provided that each prepayment is made pro rata in
respect of each of the Commercial Facility Loans and the Eksportfinans GIEK Facility Loans.






	7.2	 	Terms and conditions for prepayments
	 
	7.2.1	 	Irrevocable notice






	 	 	The Borrower may not prepay all or part of the Loans except as expressly provided in this
Agreement.
	 
	 	 	Any notice of prepayment by the Borrower under this Clause 7 shall be irrevocable and shall
specify the date upon which the prepayment is to be made and the amount of the prepayment.






	7.2.2	 	Additional payments






Any prepayment under this Agreement shall be made together with (i) accrued interest on the
amount prepaid and (ii) subject to any Break Costs pursuant to Clause 11.3 (Break Costs).



23(105)









 






	7.2.3	 	Forwarding of notice of prepayment






If the Agent receives a notice under this Clause 7, it shall promptly
forward a copy of that notice to the Lenders.




	7.2.4	 	Application






Any voluntary prepayment made pursuant to this Clause 7 (Voluntary
Prepayment) shall be applied to reduce the Borrower’s repayment obligations
pro rata pursuant to Clause 6.1 (Scheduled Repayments).




	7.2.5	 	Amended Repayment Schedule






Upon any prepayment the Agent shall, if applicable, replace Schedule 7
(Repayments) with an amended and new repayment schedule reflecting the
correct scheduled amounts and provide a copy to the Borrower and the
Lenders thereof.




	8.	 	MANDATORYPREPAYMNT






	8.1	 	Total Loss or sale






	 	(a)	 	If any of the Drillships are sold or otherwise is disposed of
in whole or in part, or suffers a Total Loss, on the Disposal
Reduction Date, the Commercial Facility Loans and the Eksportfinans
Loans shall be prepaid with the amount set out under the relevant
Drillship below (each a “Disposal Reduction Amount”) and otherwise in
accordance with Clause 8.6 (Terms and conditions for prepayments):





	 	 	 	 	 	 	 	 	 
	Drillship	 	Ocean Rig Corcovado	 	Ocean Rig Olympia
	Eksportfinans GIEK Corcovado Facility

	 	$	125,000,000	 	 	$	0	 
	Eksportfinans GIEK Olympia Facility

	 	$	0	 	 	$	125,000,000	 
	Corcovado Facility

	 	$	275,000,000	 	 	$	0	 
	Olympia Facility

	 	$	0	 	 	$	275,000,000	 
	Total amount:

	 	$	400,000,000	 	 	$	400,000,000	 
	 

	 	 
	 	 	 	 
	 	 






	 	(b)	 	Notwithstanding the reduction amounts designated for each
Drillship, it is for the avoidance of doubt understood that the
designated amounts set out above are maximum amounts for the relevant
Facility and that a mandatory prepayment following a sale or Total
Loss of a Drillship shall not exceed the amount which is actually
borrowed or made available to the Borrower under the relevant
Facility on the applicable Disposal Reduction Date.
	 
	 	(c)	 	For the purpose of this Clause 8.1 the following definition shall
apply:
“Disposal Reduction Date” means, in relation to a Drillship:






	 	(i)	 	where such Drillship has become a Total Loss,
the date which is the earlier of the date the relevant Disposal
Reduction Amount is available and one hundred




24(105)









 












and twenty (120)
days after such Drillship became a Total Loss or such later date
as may be agreed in writing by the Agent (acting on the
instructions of the Lenders); or




	 	(ii)	 	where such Drillship is sold
or otherwise disposed of, the date upon which the sale or
disposal of such Drillship is completed.





8.2 Illegality and Commercial Lender’s financial requirements





If it becomes unlawful under any law, regulation, treaty or of any directive
of any monetary authority (whether or not having the force of law) 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
the Loan:




	 	(a)	 	that Lender shall promptly notify the Agent upon becoming aware of that
event;
	 
	 	(b)	 	the Agent shall promptly notify the Borrower
(specifying the obligations the performance of which is thereby rendered
unlawful and the law giving rise to the same and/or the Commercial
Lenders financial status) upon receipt of notification in accordance
with litra a) above;
	 
	 	(c)	 	upon the Agent notifying the Borrower, the
Commitment of that Lender will be immediately reduced to zero and
cancelled; and
	 
	 	(d)	 	the Borrower shall repay that Lender’s
participation in the Loans on the last day of the Interest Period
occurring after the Agent has notified the Borrower or, if earlier, the
date specified by the Lender in the notice delivered to the Agent (being
no earlier than the last day of any applicable grace period permitted by
law).






	8.3	 	Termination Event — Cessation of GIEK Guarantee






If the GIEK Guarantee, for whatever reason (other than due to act or omission
of the Borrower as set out in Clause 26.4 (GIEK Guarantee)), ceases to exist,
becomes invalid, non binding or unenforceable or is otherwise jeopardized in
full or in part, the Total Commitment shall be automatically cancelled and
all Loans and other amounts outstanding under the Finance Documents shall
fall due for payment on the date of cancellation of the Total Commitment and
shall be prepaid within 30 days after such date of cancellation.




	8.4	 	Minimum Market Value






Upon a non-compliance of Clause 25.1 (Minimum Market Value), the Borrower
shall:




	 	(a)	 	prepay the Facility in accordance with Clause
8.6 (Terms and conditions for prepayments) on the date falling
60 days after such breach by an amount equal to the amount which is
required for the Borrower to become compliant with Clause 25.1 (Minimum
Market Value) again; or
	 
	 	(b)	 	provide cash collateral or such other security as
deemed satisfactory in the opinion of the Required Lenders.




25(105)









 












	8.5	 	Change of control






If:




	 	(a)	 	at any time prior to a Qualified IPO, any combination of Permitted Holders
shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange
Act), directly or indirectly, in the aggregate equity interests representing 65% of
the aggregate ordinary voting power and economic interests represented by the issued
and outstanding equity interests of Ocean Rig UDW Inc.;
	 
	 	(b)	 	at any time after a Qualified IPO, any person or “group” (within the
meaning of Rules 13d-3 and 13d-5 under the Exchange Act), other than any combination
of the Permitted Holders, shall have acquired beneficial ownership of more than 50%
on a fully diluted basis of the voting interest in equity interests of Ocean Rig UDW
Inc.; or
	 
	 	(c)	 	at any time after a Qualified IPO, any combination of Permitted Holders
shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange
Act), directly or indirectly, in the aggregate equity interests representing at least
15% of the aggregate ordinary voting power and economic interests represented by the
issued and outstanding equity interests of Ocean Rig UDW Inc.,






all Loans and other amounts outstanding under the Finance Documents shall be prepaid within
60 days thereafter.



8.6 Terms and conditions for prepayments




8.6.1 Application





All mandatory prepayments made under this Clause 8 shall be applied pro rata between the
Commercial Facility and the Eksportfinans GIEK Facility, and applied in accordance with
Schedule 7 (Repayments).




Upon any such reduction the Agent shall, if applicable, replace Schedule 7 (Repayments) with
an amended and new repayment schedule reflecting the correct scheduled amounts and provide a
copy to the Borrower and the Lenders thereof.




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 11.3 (Break Costs) below,
without premium or penalty.




	8.6.2	 	Forwarding of notice of prepayment






If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that
notice to the Lenders and the Borrower (if applicable).




	9.	 	INTEREST
	 
	9.1	 	Calculation of interest






The rate of interest for the Loan for each Interest Period is the percentage rate per annum
which is the aggregate of:



26(105)









 






	 	(a)	 	the Applicable Margin;
	 
	 	(b)	 	LIBOR; and
	 
	 	(c)	 	Mandatory Costs (if any)






	 	 	Effective rate of interest pursuant to the Norwegian Financial Agreement Act of 1999 No. 46
has been calculated by the Agent as set out in a separate notice from the Agent to the
Borrower.
	 
	9.2	 	Payment of interest
	 
	 	 	The Borrower shall pay accrued interest on each Loan on each Interest Payment Date, however,
if the Interest Period is longer than three (3) months, on the date falling at three (3)
monthly intervals after the first day of the Interest Period).
	 
	9.3	 	Default interest
	 
	 	 	If an Obligor fails to pay any amount payable by it under the Finance Documents on its due
date, interest shall accrue on the overdue amount from the due date and up to the date of
actual payment (both before and after judgment) at a rate determined by the Agent to be two
per cent (2.00%) higher than the rate which would have been payable if the overdue amount
had, during the period of non-payment, constituted a Loan in the currency of the overdue
amount for successive Interest Periods, each of a duration selected by the Agent (acting
reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the
Obligors on demand by the Agent. Default interest (if unpaid) arising on an overdue amount
will be compounded with the overdue amount at the end of each Interest Period applicable to
that overdue amount but will remain immediately due and payable.
	 
	9.4	 	Notification of rates of interest
	 
	 	 	The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate
of interest under this Agreement.
	 
	10.	 	INTEREST PERIODS
	 
	10.1	 	Selection of Interest Periods






	 	(a)	 	The Borrower may select an Interest Period for a Loan in a Utilisation Request.
	 
	 	(b)	 	Each Utilisation Request is irrevocable and must be received by the Agent not
later than 10:00 hours (London time) three (3) Business Days before the commencement of
that Interest Period.
	 
	 	(c)	 	If the Borrower fails to deliver a Utilisation Request, the relevant Interest
Period will be three (3) months.
	 
	 	(d)	 	For the Commercial Facility Loans the Borrower may select an Interest Period of
one (1), two (2), three (3) or six (6) months or any such other period agreed between
the Borrower and the Agent (on behalf of all Lenders), provided that a selection of a
one (1) month Interest Period is limited to three (3) times per calendar year.




27(105)









 












	 	(e)	 	For the Eksportfinans Loans the Borrower may select an
Interest Period of three (3) or
six (6) months or any such other period agreed between the
Borrower and the Agent
(on behalf of Eksportfinans).






	 	(f)	 	An Interest Period for the Loan shall not extend beyond the
Final Maturity Date, but
shall be shortened so that it ends on the Final Maturity Date.






	 	(g)	 	An Interest Period for the maturing part of a Loan shall not
extend beyond the first
subsequent scheduled repayment date after the Utilisation Date of
such Loan, but shall
be shortened so that it ends on such scheduled repayment date.






	 	(h)	 	Each Interest Period for a Loan shall start on the relevant
Utilisation Date or (if
already made) on the last day of its preceding Interest Period.






	10.2	 	Non-Business Day
	 
	 	 	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).
	 
	10.3	 	Notification of Interest Periods
	 
	 	 	The Agent will notify the Borrower and the Lenders of the Interest Periods
determined in accordance with this Clause 10.
	 
	11.	 	CHANGES TO THE CALCULATION OF INTEREST
	 
	11.1	 	Market disruption






	 	(a)	 	If a Market Disruption Event occurs in relation to the Loan
for any Interest Period,
then the rate of interest on each Lender’s share of the Loan for
the Interest Period shall
be the rate per annum which is the sum of:






	 	(i)	 	the Applicable Margin;
	 
	 	(ii)	 	the rate notified to the 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 the Loan from whatever source
it may reasonably
select; and
	 
	 	(iii)	 	Mandatory Costs (if any).






	 	(b)	 	In this Agreement, “Market Disruption Event” means:






	 	(i)	 	at or about 11:00 hours (London time) on the
Quotation Day for the relevant Interest Period LIBOR is not available; or
	 
	 	(ii)	 	before close of business in London on the
Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or
Lenders (whose participations in the Loan exceed fifty per cent (50.00%) of
the Loans) that the




28(105)









 






	 	 	 	cost to it or them of obtaining matching deposits in the
London interbank market would be in excess of LIBOR.






	11.2	 	Alternative basis of interest or funding
	 
	 	 	If a Market Disruption Event occurs and the Agent or the Borrower so
requires, the Agent and the Borrower shall enter into negotiations (for a
period of not more than thirty (30) days) with a view to agreeing a
substitute basis for determining the rate of interest instead of LIBOR. Any
alternative basis agreed pursuant to this Clause 11.2 shall, with the prior
consent of all the Lenders and the Borrower, be binding on all Parties.
	 
	11.3	 	Break Costs






	 	(a)	 	The Borrower shall, within three (3) Business
Days of demand by a Finance Party, pay
to that Finance Party its Break Cost attributable
to all or any part of the Loan or
Unpaid Sum being paid by the Borrower on a day other than the last
day of an Interest
Period for the Loan or Unpaid Sum.
	 
	 	(b)	 	Each Lender shall, as soon as reasonably
practicable after a demand by the Agent,
provide a certificate confirming the amount of its Break Cost for
any Interest Period in
which they accrue (a copy of such certificate to be made available
to the Borrower
upon the request by the Borrower).






	12.	 	FEES
	 
	12.1	 	Commitment fees






	 	(a)	 	The Borrower shall pay to the Agent (for
distribution among the Commercial Lenders)
a commitment fee of 40% of the Applicable Margin on the Commercial
Lenders’
Available Commitment accruing from the date of this Agreement and up
until the First
Utilisation Date, payable on the First Utilisation Date.
	 
	 	(b)	 	The Borrower shall pay to the Agent (for
distribution to Eksportfinans) a commitment
fee of 40% of the Applicable Margin on Eksportfinans’ Available
Commitment
accruing from the date of this Agreement and up until the First
Utilisation Date,
payable on the First Utilisation Date.
	 
	 	(c)	 	The Borrower shall pay to the Agent (for
distribution to GIEK) a commitment fee of
40% of the GIEK Guarantee Fee on Eksportfinans’ Available Commitment
accruing
from the date of this Agreement and up until the First Utilisation
Date, payable on the
First Utilisation Date.






	12.2	 	Other fees
	 
	 	 	The Borrower shall pay such other fees as set out in the Fee Letters.
	 
	12.3	 	Fees payable in respect of the GIEK Guarantee






	 	(a)	 	The Borrower shall pay to the Agent (for the
account of GIEK) a Guarantee fee at the rate of 2.47 per cent per annum
on the outstanding amount of the GIEK Guarantee (the




29(105)









 






	 	 	 	“GIEK Guarantee Fee”) for the period from the issue of GIEK Guarantee until its
expiry date.
	 
	 	(b)	 	The Guarantee fee on the GIEK Guarantee shall be payable quarterly in arrears
on each Quarter Date (or such shorter period as shall end on the expiry date for the
GIEK Guarantee).






	13.	 	TAX GROSS-UP AND INDEMNITIES
	 
	13.1	 	Taxes
	 
	13.1.1	 	No withholding
	 
	 	 	All payments by the Obligors under the Finance Documents shall be made free and clear of and
without deduction or withholding for or on account of any Tax or any other governmental or
public payment imposed by the laws of any jurisdiction from which or through which such
payment is made, unless a Tax deduction or withholding is required by law.
	 
	13.1.2	 	Tax gross-up






	 	(a)	 	The relevant Obligor shall promptly upon becoming aware that it must make a Tax
deduction or withholding (or that there is any change in the rate or the basis of a
Tax
deduction or withholding) notify the Agent accordingly. Similarly, a Lender shall
notify the Agent on becoming so aware in respect of a payment payable to that
Lender. If the Agent receives such notification from a Lender it shall notify the
Borrower and that Lender.
	 
	 	(b)	 	If a Tax deduction or withholding is required by law to be made by an Obligor:






	 	(i)	 	the amount of the payment due from that Obligor shall be
increased to an
amount which (after making any Tax deduction or withholding) leaves an
amount equal to the payment which would have been due if no Tax deduction or
withholding had been required; and
	 
	 	(ii)	 	that Obligor shall make that Tax deduction or withholding within the time
allowed and in the minimum amount required by law.






	 	(c)	 	Within thirty (30) days of making either a Tax deduction or withholding or any
payment required in connection with that Tax deduction or withholding, that Obligor
shall deliver to the Agent for the Finance Party entitled to the payment evidence
reasonably satisfactory to that Finance Party that the Tax deduction or withholding
has
been made or (as applicable) any appropriate payment paid to the relevant taxing
authority.






	13.2	 	Tax indemnity
	 
	 	 	The Borrower shall (within three (3) Business Days of demand by the Agent) pay to the Agent
for the account of the relevant Finance Party an amount equal to the loss, liability or cost
which a Finance Party determines will be or has been (directly or indirectly) suffered for or
on account of any Tax by such Finance Party in respect of a Finance Document, save for any Tax 




30(105)









 






	 	 	on Overall Net Income assessed on a Finance Party or to the extent such loss, liability
or cost is compensated under Clause 13.1.2 (Tax gross-up).
	 
	13.3	 	VAT
	 
	 	 	All amounts set out, or expressed to be payable under a Finance Document
by any Party to a Finance Document shall be deemed to be exclusive of any
VAT. If VAT is chargeable, the Borrower shall pay to the Agent for the
account of such Finance Party (in addition to the amount required pursuant
to the Finance Documents) an amount equal to such VAT.
	 
	14.	 	INCREASED COSTS
	 
	14.1	 	Increased Costs






	 	(a)	 	The Borrower shall, upon demand from the
Agent, pay for the account of a Finance
Party the amount of any Increased Cost 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, regulation or treaty or
any directive of any
monetary authority (whether or not having the force of law)
(including, but not limited
to any laws and regulations implementing new or modified capital
adequacy
requirements) or (ii) compliance with any law or regulation made
after the date of this
Agreement.
	 
	 	(b)	 	In this Agreement, the term “Increased Costs” means:






	 	(i)	 	a reduction in the rate of
return from the Facility or on a Finance Party’s (or its
affiliate’s) overall capital;
	 
	 	(ii)	 	an additional or increased cost; or
	 
	 	(iii)	 	a reduction of any amount due and payable under any Finance
Document,






	 	 	 	which is incurred or suffered by a Finance Party or any of its
affiliates to the extent that it is attributable to that Finance
Party having entered into its Commitments or funding or performing
its obligations under any Finance Document.
	 
	 	(c)	 	A Finance Party intending to make a claim
pursuant to this Clause 14.1 shall notify the
Agent of the event giving rise to the claim, following which the
Agent shall promptly
notify the Borrower. Each Finance Party shall as soon as
practicable after a demand by
the Agent, provide a confirmation showing the amount of its
Increased Costs.






	14.2	 	Exceptions
	 
	 	 	Clause 14.1 (Increased Costs) does not apply to the extent any Increased
Cost is:






	 	(a)	 	attributable to a Tax deduction or withholding
required by law to be made by the
Borrower;
	 
	 	(b)	 	compensated for by Clause 13.1.2 (Tax gross-up) or Clause 13.2 (Tax
Indemnity); or
	 
	 	(c)	 	attributable to the wilful breach by the
relevant Finance Party or its affiliates of any
law or regulation.






31(105)









 











	15.	 	OTHER INDEMNITIES
	 
	15.1	 	Currency indemnity






	 	(a)	 	If any sum due from an Obligor under the Finance Documents (a “Sum”), or any
order, judgement or award given or made in relation to a Sum, has to be converted
from the currency (the “First Currency”) in which that Sum is payable into another
currency (the “Second Currency”) for the purpose of:






	 	(i)	 	making or filing a claim or proof against that Obligor; or
	 
	 	(ii)	 	obtaining or enforcing an order, judgement or award in
relation to any litigation
or arbitration proceedings,






	 	 	 	that Obligor shall as an independent obligation, within three (3) Business Days of
demand, indemnify each Finance Party to whom that Sum is due against any cost, loss
or liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.
	 
	 	(b)	 	Each of the Obligors 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.






	15.2	 	Other indemnities
	 
	 	 	The Borrower shall within three (3) Business Days of demand, indemnify each Finance Party
against any documented costs, loss or liability incurred by that Finance Party as a result
of:






	 	(a)	 	the occurrence of any Event of Default;
	 
	 	(b)	 	any Environmental Claim;
	 
	 	(c)	 	a failure by an Obligor to pay any amount due under the Finance Documents on
its due date, including without limitation, any cost, loss or liability arising as a
result of Clause 30 (Sharing among the Finance Parties);
	 
	 	(d)	 	the funding, or making arrangements to fund, its participation in the Loan
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 Lender alone); or
	 
	 	(e)	 	a Loan (or part thereof) not being prepaid in accordance with a notice of
prepayment given by the Borrower.






	15.3	 	Indemnity to the Agent
	 
	 	 	The Borrower shall promptly indemnify the Agent against any documented cost, loss or
liability incurred by the Agent (acting reasonably) as a result of:






	 	(a)	 	investigating any event which it reasonably believes is a possible Event of
Default; or




32(105)









 






	 	(b)	 	acting on or verifying any notice, request or instruction which it
reasonably believes to be genuine, correct or appropriately authorised.






	16.	 	MITIGATION BY THE LENDERS
	 
	16.1	 	Mitigation
	 
	 	 	Without in any way limiting the obligations of the Borrower hereunder, each Finance Party
shall, in consultation with the Borrower, take all reasonable steps for a period of fifteen
(15) Business Days 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:






	 	(a)	 	Clause 8.2 (Illegality and Commercial Lender’s financial requirements);
	 
	 	(b)	 	Clause 13 (Tax gross-up and indemnities); and
	 
	 	(c)	 	Clause 14 (Increased Costs),
	 
	 	 	 	including (but not limited to) transferring its rights and obligations under the Finance
Documents to another Affiliate.
	 
	 	 	 	A Finance Party is not obliged to take any steps under this Clause 16.1 if, in the opinion
of that Finance Party (acting reasonably), to do so might be prejudicial to it.






	16.2	 	Replacement of a Lender
	 
	 	 	The Borrower shall have the right, in the absence of a Default or Event of Default, to
replace any Lender that charges a material amount in excess of that being charged by the
other Lenders with respect to contingencies described in






	 	(a)	 	Clause 13 (Tax gross-up and indemnities); and
	 
	 	(b)	 	Clause 14 (Increased Costs).






	16.3	 	Indemnity
	 
	 	 	The Borrower shall indemnify each Finance Party for all documented costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1
(Mitigation) and 16.2 (Replacement of a Lender).






	17.	 	COSTS AND EXPENSES
	 
	17.1	 	Transaction expenses
	 
	 	 	The Borrower shall promptly on demand pay to the Agent for distribution to the Finance
Parties and GIEK the amount of all costs and expenses (including legal fees plus VAT)
reasonably incurred by any of them in connection with the negotiation, preparation, printing,
perfection, execution, registration and syndication of:






	 	(a)	 	this Agreement and any other documents referred to in this Agreement; and






	 	(b)	 	any other Finance Documents executed after the date of this Agreement.




33(105)









 












	17.2	 	Amendment and enforcement costs, etc
	 
	 	 	The Borrower shall, within three (3) Business Days of demand, reimburse the Agent or
another Finance Party for the amount of all costs and expenses (including legal fees)
incurred by it in connection with:






	 	(a)	 	the granting of any release, waiver or consent under the Finance Documents;
	 
	 	(b)	 	any amendment or variation of any of the Finance Documents; and
	 
	 	(c)	 	the preservation, protection, enforcement or maintenance of, or attempt to
preserve or enforce, any of the rights of the Finance Parties under the Finance
Documents.






	18.	 	GUARANTEE AND INDEMNITY
	 
	18.1	 	Guarantee and indemnity
	 
	 	 	Each Guarantor hereby irrevocably and unconditionally jointly and severally:






	 	(a)	 	guarantees to each Finance Party, as and for its own debt and not merely as
surety, the due and punctual observance and performance of all of the Obligors’
obligations under the Finance Documents;
	 
	 	(b)	 	undertakes with each Finance Party that whenever an Obligor does not pay any
amount when due under or in connection with any Finance Document, such Guarantor shall
immediately on demand (No: pdkravsgaranti) by the Agent pay that amount as if it were
the principal obligor; and
	 
	 	(c)	 	undertakes to indemnify each Finance Party immediately on demand against any
cost, loss or liability suffered by that Finance Party if any obligation guaranteed by
such Guarantor is or becomes unenforceable, invalid or illegal. The amount of the cost,
loss or liability shall be equal to the amount which that Finance Party would otherwise
have been entitled to recover.






	18.2	 	Continuing guarantee
	 
	 	 	The obligations of each Guarantor hereunder (the “Guarantee Obligations”) are continuing
guarantee obligations and will extend to the ultimate balance of all amounts payable by the
Obligors under the Finance Documents, regardless of any intermediate payment or discharge in
whole or in part.
	 
	18.3	 	Maximum liability
	 
	 	 	The liability of each Guarantor hereunder shall be limited to USD 1,000,000,000 each, plus
interest and costs.
	 
	18.4	 	Number of claims
	 
	 	 	There is no limit on the number of claims that may be made by the Agent (on behalf of the
Finance Parties) under this Agreement.




34(105)









 












	18.5	 	Survival of Guarantor’s liability
	 
	 	 	A Guarantor’s liability to the Finance Parties under this Clause 18 shall not be
discharged, impaired or otherwise affected by reason of any of the following events or
circumstances (regardless of whether any such events or circumstances occur with or without
such Guarantor’s knowledge or consent):






	 	(a)	 	any time, waiver, consent, forbearance or other indulgence given or agreed by
the Finance Parties with any Obligor in respect of any of such Obligor’s obligations
under the Finance Documents; or
	 
	 	(b)	 	any legal limitation, disability or incapacity of the Borrower related to the
Finance Documents; or
	 
	 	(c)	 	any amendments to or variations of the Finance Documents agreed by the Finance
Parties with the Borrower; or
	 
	 	(d)	 	the liquidation, bankruptcy or dissolution (or proceedings analogous thereto)
of the Borrower; or
	 
	 	(e)	 	any other circumstance which might otherwise constitute a defence available to,
or discharge of, a Guarantor.






	18.6	 	Waiver of rights
	 
	 	 	Each Guarantor specifically waives all rights under the provisions of the Norwegian
Financial Agreements Act 1999 (as amended) not being mandatory provisions, including (but
not limited to) the following provisions (the main contents of the relevant provisions being
as indicated in the brackets):






	 	(a)	 	§ 63 (1) — (2) (to be notified of any Event of Default hereunder and to be kept
informed thereof);
	 
	 	(b)	 	§ 63 (3) (to be notified of any extension granted to the Borrower in payment of
principal and/or interest);
	 
	 	(c)	 	§ 63 (4) (to be notified of the Borrower’s bankruptcy proceedings or debt
reorganisation proceedings and/or any application for the latter);
	 
	 	(d)	 	§ 65 (3) (that the consent of a Guarantor is required for the Guarantor to be
bound by amendments to the Finance Documents that may be detrimental to its interest);
	 
	 	(e)	 	§ 67 (2) (about reduction of a Guarantor’s liabilities hereunder since no such
reduction shall apply as long as any amount is outstanding under the Finance Documents);
	 
	 	(f)	 	§ 67 (4) (that a Guarantor’s liabilities hereunder shall lapse after ten (10)
years, as that Guarantor shall remain liable hereunder as long as any amount is
outstanding under any of the Finance Documents);




35(105)









 












	 	(g)	 	§ 70 (as no Guarantor shall have any right of subrogation
into the rights of the Finance
Parties under the Finance Documents until and unless the Finance
Parties shall have
received all amounts due or to become due to them under the
Finance Documents);
	 
	 	(h)	 	§ 71 (as the Finance Parties shall have no liability first
to make demand upon or seek
to enforce remedies against the Borrower or any other security
provided in respect of
the Borrower’s liabilities under the Finance Documents before
demanding payment
under or seeking to enforce the Guarantee Obligations of a
Guarantor hereunder);
	 
	 	(i)	 	§ 72 (as all interest and default interest due under any of
the Finance Documents shall
be secured by the Guarantee Obligations of a Guarantor
hereunder);
	 
	 	(j)	 	§ 73 (1) — (2) (as all costs and expenses related to an
Event of Default under this Agreement shall be secured by the
Guarantee Obligations of a Guarantor hereunder); and
	 
	 	(k)	 	§ 74 (1) — (2) (as a Guarantor shall not make any claim
against the Borrower for payment until and unless the Finance
Parties first shall have received all amounts due or to become due
to them under the Finance Documents).






	18.7	 	Deferral of Guarantor’s rights
	 
	 	 	Each of the Guarantors undertakes to the Finance Parties that for as long
as any of the Finance Documents is effective:






	 	(a)	 	following receipt by it of a notice from the Agent of the
occurrence of any Event of Default which is unremedied, none of the
Guarantors will make demand for or claim payment of any moneys due to
any of the Guarantors from the Borrower or any other Obligor, or
exercise any other right or remedy to which any of the Guarantors are
entitled in respect of such moneys unless and until all moneys owing
or due and payable by any Obligor to the Finance Parties under the
Finance Documents have been irrevocably paid in full;






	 	(b)	 	if the Borrower shall become the subject of an insolvency
proceeding or shall be wound up or liquidated, the Guarantors shall
not (unless so instructed by the Agent and then only on condition that
the Guarantor holds the benefit of any claim in such insolvency or
liquidation to pay any amounts recovered thereunder to the Agent) make
any claim in such insolvency, winding-up or liquidation until all
moneys owing or due and payable by the Borrower to the Finance Parties
under the Finance Documents have been irrevocably paid in full;






	 	(c)	 	if a Guarantor, in breach of paragraphs a) and/or b) above
receives or recovers any money pursuant to any such exercise, claim or
proof as therein referred to, such money shall be held by such
Guarantor in custody for the Agent and immediately be paid to the
Agent so as for the Agent to apply the same as if they were moneys
received or recovered by the Agent under this Agreement; and






	 	(d)	 	the Guarantors have not taken nor will they take from the
Borrower or any other Obligor any Security Interest whatsoever for
the moneys hereby guaranteed.




36(105)









 












	18.8	 	Enforcement
	 
	 	 	No Finance Party shall be obliged before taking steps to enforce the Guarantee Obligations
of any of the Guarantors under this Agreement:






	 	(a)	 	to obtain judgement against the Borrower or any third party in any court or
other tribunal;
	 
	 	(b)	 	to make or file any claim in a bankruptcy or liquidation of the Borrower or any
third party; or
	 
	 	(c)	 	to take any action whatsoever against the Borrower or any third party under the
Finance Documents, except the giving notice of any payment due hereunder,






	 	 	and each of the Guarantors hereby waives all such formalities or rights to which it would
otherwise be entitled or which the Finance Parties would otherwise first be required to
satisfy or fulfil before proceeding or making any demand against the Guarantors hereunder,
except as required hereunder or by law.
	 
	 	 	Any release, discharge or settlement between a Guarantor and the Finance Parties (or any of
them) in relation to any Finance Document shall be conditional upon no payment made by the
Borrower to the Finance Parties hereunder or thereunder being void, set aside or ordered to
be refunded pursuant to any enactment or law relating to breach of duty by any person,
bankruptcy, liquidation, administration, protection from creditors generally or insolvency
or for any other reason whatsoever. If any payment is void or at any time so set aside or
ordered to be refunded, the Finance Parties shall be entitled subsequently to enforce the
Guarantee Obligations of a Guarantor hereunder as if such release, discharge or settlement
had not occurred and any such payment had not been made.
	 
	18.9	 	Additional security
	 
	 	 	This guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Finance Party.
	 
	18.10	 	Guarantee and indemnity of the Borrower
	 
	 	 	The Borrower, as indemnifying guarantor for the guarantees, hereby guarantees on the same
terms and conditions as the Guarantors under this Clause 18.
	 
	18.11	 	Limitation of Guarantee Obligations
	 
	 	 	Notwithstanding any other provision of this Clause 18 (Guarantee and Indemnity), and without
limiting the generality of the foregoing, the guarantee, indemnity and other obligations of
each Guarantor hereunder shall extend to all amounts that constitute part of the Guarantee
Obligations and would be owed by any other Obligor to any Finance Party under or in respect
of the Finance Documents but for the fact that such part of the Guarantee Obligations of such
Obligor or Obligors are unenforceable or not allowable due to the existence of a bankruptcy,
insolvency, reorganization or similar proceeding involving such other Obligor.




37(105)









 












	 	 	Each Guarantor, and by its acceptance of this Agreement, each Finance Party, hereby confirms
that it is the intention of all parties that this Agreement and the obligations of each
Guarantor hereunder do not constitute a fraudulent transfer or conveyance for purposes of
Insolvency Law (as hereinafter defined), any fraudulent conveyance act, fraudulent transfer
act or any similar foreign law to the extent applicable to this Agreement and the obligations
of the Guarantors hereunder. To effectuate the foregoing intention, the Finance Parties and
each Guarantor hereby irrevocably agree that the obligations of each Guarantor under this
Agreement and the other Finance Documents to which it is a party at any time shall be limited
to the maximum amount as will result in the obligations of such Guarantor hereunder and
thereunder not constituting a fraudulent transfer or conveyance. For the purpose hereof,
“Insolvency Law” means the law described in this paragraph or any law relating to any
proceeding of the type referred to in Clause 26.7 (Insolvency) and Clause 26.8 (Insolvency
proceeding) of this Agreement or any similar foreign law for the relief of debtors applicable
to such Obligor.
	 
	18.12	 	Contribution Agreement
	 
	 	 	Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment
shall be required to be made to any Finance Party under this Agreement, any other Finance
Document or any other guaranty, such Guarantor will contribute, to the maximum extent
permitted by law, such amounts to each other Guarantor and each other guarantor so as to
maximize the aggregate amount paid to the Finance Parties under or in respect of the Finance
Documents.
	 
	19.	 	SECURITY
	 
	19.1	 	Security
	 
	 	 	The Obligors’ obligations and liabilities under the Finance Documents, including (without
limitation) the Borrower’s obligation to repay the Facility together with all unpaid
interest, default interest, commissions, charges, expenses and any other derived liability
whatsoever of the Obligors towards the Finance Parties in connection with the Finance
Documents, shall at any and all times and until all amounts due to the Finance Parties
hereunder have been paid and/or repaid in full, be secured by the guarantee and indemnity
granted by the Guarantors pursuant to Clause 18 (Guarantee and Indemnity) and:






	 	(a)	 	the Mortgages (including any deeds of covenants);
	 
	 	(b)	 	the Assignment of Earnings;
	 
	 	(c)	 	the Assignment of Earnings Accounts;
	 
	 	(d)	 	the Assignment of Minimum Cash Accounts;
	 
	 	(e)	 	the Assignment of Insurances; and
	 
	 	(f)	 	the Share Charges.






	 	 	In addition the Eksportfinans GIEK Facilities are secured by the GIEK Guarantee.
	 
	 	 	All Security Documents shall rank with first priority.




38(105)









 












	19.2	 	Protection of Security
	 
	 	 	Each of the Obligors undertakes to ensure that the above Security Documents are being duly
executed by the parties thereto in favour of the Agent (on behalf of the Finance Parties) on
or about the date of this Agreement, legally valid and in full force and effect, and to
execute or procure the execution of such further documentation as the Agent may reasonable
require in order for the relevant Finance Parties to maintain the security position envisaged
hereunder.
	 
	20.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	Each relevant Obligor, as specified in each Clause below, represents and warrants to each
Finance Party as follows:
	 
	20.1	 	Status
	 
	 	 	The Obligors are limited liability companies, duly incorporated, organised and validly
existing under the laws of their incorporation and registration and have the power to own
their assets and carry on their business as they are currently being conducted.
	 
	20.2	 	Binding obligations
	 
	 	 	The Finance Documents to which the Obligors are a party constitute legal, valid, binding and
enforceable obligations, and each Security Document creates the security interests which that
Security Document purports to create and those security interests are legal, valid, binding
and enforceable first priority securities and no registration, filing, payment of tax or fees
or other formalities are necessary or desired to render the Finance Documents enforceable in
accordance with their terms against the Obligors, save for the registration of the Mortgages
with the relevant Ship Registry which shall be completed on or prior to the First Utilisation
Date of the Facility (and the registration of the relevant Security Documents (if any) with
the relevant Company Register of the Obligors which shall be completed within the applicable
time limit in each relevant jurisdiction).
	 
	20.3	 	No conflict with other obligations
	 
	 	 	The entry into and performance by each of the Obligors of, and the transactions contemplated
by, the Finance Documents to which such Obligor is a party do not and will not conflict with:






	 	(a)	 	any law or regulation or any order or decree of any judicial or official agency or court;






	 	(b)	 	any constitutional documents of such Obligor; or






	 	(c)	 	the Charter Contracts or any agreement or document to which such Obligor is a
party or by which such Obligor is bound.






	20.4	 	Power and authority
	 
	 	 	Each Obligor has the power to enter into, perform and deliver, and has taken all necessary
corporate actions to authorise its entry into and delivery of, performance, validity and
enforceability of the Finance Documents to which it is a party and the transactions
contemplated by those Finance Documents.




39(105)









 












	20.5	 	Authorisations and consents
	 
	 	 	All authorisations, approvals, consents and other matters, official or
otherwise, required (i) in connection with the entering into, performance,
validity and enforceability of the Finance Documents and the transactions
contemplated hereby and thereby and (ii) for the Obligors to carry on their
respective business as currently being conducted have been obtained or effected
and are in full force and effect.
	 
	20.6	 	Taxes
	 
	 	 	The Ocean Rig Obligors have complied with all taxation laws in all
jurisdictions where such Ocean Rig Obligor is subject to taxation and have paid
all Taxes and other amounts due to governments and other public bodies. No
claims are being asserted against the Ocean Rig Obligors with respect to any
Taxes or other payments due to public or governmental bodies save as disclosed
to the Lenders pursuant to Clause 24.4 (Taxation). The Ocean Rig Obligors are
not required to make any withholdings or deductions for or on account of Tax
from any payment such Ocean Rig Obligor may make under any of the Finance
Documents.
	 
	20.7	 	No Default
	 
	 	 	No Event of Default, Default or any prepayment event pursuant to Clause 8
(Mandatory, Prepayment) is existing or might reasonably be expected to result
from the making of the Utilisation or the Obligors’ entry into and performance
of or any transaction contemplated by any of the Finance Documents. No other
event or circumstance is outstanding which (in the reasonable opinion of the
Agent or the Required Lenders) constitutes a default or (with the expiry of a
grace period, giving of notice or the making of any determination or the
fulfilment of any other applicable conditions or any combination of the
foregoing) might constitute a default under any Charter Contracts, other
agreement or instrument which is binding on the Obligors or any of their
respective Subsidiaries (if any) or to which the Obligors’ (or any of their
respective Subsidiaries’ (if any)) assets are subject and which has or might
have a Material Adverse Effect.
	 
	20.8	 	No misleading information
	 
	 	 	Any factual information, documents, exhibits or reports relating to the
Obligors and their respective Subsidiaries and which have been furnished to the
Finance Parties by or on behalf of the Obligors are complete and correct in all
material respects and do not contain any misstatement of fact or omit to state
a fact making such information, exhibits or reports misleading in any material
respect or no omission to disclose any off-balance sheet liabilities or other
information, documents or agreements which if disclosed could reasonably be
expected to affect the decision of a Finance Party to enter into a Finance
Document.
	 
	20.9	 	Original Financial Statements






	 	(a)	 	Complete and correct. The Original Financial Statements and the financial information
most recently delivered to the Agent or the Lenders pursuant to Clause 21 (Information
Undertakings), save as disclosed to Exchange, fairly and accurately represent the assets,
liabilities and the financial condition of the Ocean Rig Obligors






40(105)












 






	 	 	 	and their respective Subsidiaries and have been prepared in accordance
with Accounting Principles consistently applied.
	 
	 	(b)	 	No undisclosed liabilities. As of the date
of the Original Financial Statements and the
financial information most recently delivered to the Agent or the
Lenders pursuant to
Clause 21 (Information Undertakings), none of the Ocean Rig Obligors
or any of their
respective Subsidiaries had any material liabilities, direct or
indirect, actual or
contingent, and there is no material, unrealised or anticipated
losses from any
unfavourable commitments not disclosed by or reserved against in the
Original
Financial Statements, the most recent delivered financial
information or in the notes
thereto (save as disclosed to the Exchange).
	 
	 	(c)	 	No material change. Since the date of the
Original Financial Statements and the
financial information most recently delivered to the Agent or the
Lenders pursuant to
Clause 21 (Information Undertakings),there has been no material
adverse change in
the business, operations, assets or condition (financial or
otherwise) of any of the
Ocean Rig Obligors or their respective Subsidiaries which might have
a Material
Adverse Effect.






	20.10	 	Pari passu ranking
	 
	 	 	The Obligors’ payment obligations under the Finance Documents rank at least
pari passu with the claims of all such Obligors’ other unsecured and
unsubordinated creditors, except for obligations preferred by mandatory law
applying to companies generally.
	 
	20.11	 	No proceedings pending or threatened
	 
	 	 	No litigation, judgment, order, injunction, restraint, arbitration or
administrative proceedings (private or public) of or before any court,
arbitral body or agency, which if adversely determined, might reasonably be
expected to have a Material Adverse Effect, have been started or are pending
or (to the best of the Ocean Rig Obligors’ knowledge and belief) have been
threatened against the Ocean Rig Obligors.
	 
	20.12	 	No existing Security Interest
	 
	 	 	No Security Interest exists over all or any of the present or future revenues
or assets of the Restricted Group relating to assets being the subject of the
Security Documents and all of the Ocean Rig Obligors’ rights, title and
interest are freely assignable and chargeable in the manner contemplated by
the Security Documents.
	 
	20.13	 	No immunity
	 
	 	 	The execution and delivery by an Obligor of the Finance Documents to which
such Obligor is a party constitutes, and the exercise of its respective rights
and performance of its respective obligations under the Finance Documents will
constitute, private and commercial acts performed for private and commercial
purposes, and such Obligor will not (except for bankruptcy or any similar
proceedings) be entitled to claim for itself or any or all of its respective
assets immunity from suit, execution, attachment or other legal process in any
proceedings taken in relation to any Finance Document.





41(105)









 











	20.14	 	No winding-up
	 
	 	 	None of the Obligors have taken any corporate action nor have any other steps been taken or
legal proceedings been started or threatened against any of the Obligors for reorganisation,
winding-up,
dissolution or administration or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of it or any or all of its assets.
	 
	20.15	 	No breach of laws






	 	(a)	 	None of the Obligors have (and none of their respective Subsidiaries have)
breached any law or regulation which breach (in the opinion of the Agent or the
Required Lenders) has or is reasonably likely to have a Material Adverse Effect.
	 
	 	(b)	 	No labour disputes are current or, to the best of the Obligors’ knowledge
and belief (having made due and careful enquiry), threatened against any member of the
Ocean Rig Group which have or are reasonably likely to have a Material Adverse Effect.






	20.16	 	Environmental laws






	 	(a)	 	Each of the Obligors and each other member of the Ocean Rig Group is in
compliance
with Clause 24.3 (Environmental Compliance), and to the best of its knowledge and
belief (having made due and careful enquiry) no circumstances have occurred which
would prevent such compliance in a manner or to an extent which (in the opinion of
the Agent or the Required Lenders) has or is reasonably likely to have a Material
Adverse Effect.
	 
	 	(b)	 	No Environmental Claim and no other event or circumstances is outstanding which
(with the expiry of a grace period, giving of notice or the making of any
determination or the fulfilment of any other applicable conditions or any
combination of the foregoing) might constitute an Environmental Claim has been
commenced or is pending or (to the best of its knowledge and belief (having made due
and careful enquiry)) is threatened against the Obligors or any member of the Ocean
Rig Group where that claim has or is reasonably likely, if determined against that
Obligor or member of the Ocean Rig Group, which (in the opinion of the Agent or the
Required Lenders) have or are reasonably likely to have a Material Adverse Effect.






	20.17	 	Ownership






	 	(a)	 	The Borrower owns (directly or indirectly) 100% of all the shares and the
ownership interests in each of its Subsidiaries including the Drillship Owners as
described in Schedule 8 (Corporate Structure) hereto.
	 
	 	(b)	 	Ocean Rig UDW Inc. owns all of the shares and the ownership interests in the
Borrower as described in Schedule 8 (Corporate Structure) hereto.
	 
	 	(c)	 	The Shareholder Guarantor owns as of the date of this Agreement 78.3% of the shares and the ownership interests in Ocean Rig UDW Inc as described in Schedule 8
(Corporate Structure) hereto.




42(105)









 












	20.18	 	The Drillships






	 	Each of the Drillships is:






	 	(a)	 	with effect from the First Utilisation Date; in the absolute ownership of
the relevant Drillship Owner described in Part II of Schedule 2 (Guarantors and
Collateral Drillships) hereto, free and clear of all encumbrances (other than current
crew wages and the relevant Mortgage), and the respective Drillship Owner will be the
sole, legal and beneficial owner of such Drillship;
	 
	 	(b)	 	registered in the name of the relevant Drillship Owner as described in Part
II of Schedule 2 (Guarantors and Collateral Drillships) with a Ship Registry;
	 
	 	(c)	 	operationally seaworthy in every way and fit for service; and
	 
	 	(d)	 	classed with a classification society acceptable to the Required Lenders,
free of all overdue requirements and recommendations.






	20.19	 	No money laundering
	 
	 	 	Each Obligor is acting for its own account in relation to the Facility 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 an 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 1 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).






	20.20	 	Corrupt practices
	 
	 	 	The Obligors have observed, and to the best of their knowledge and belief, parties acting on
their behalf have observed in the course of acting for them, all applicable laws and
regulations relating to bribery and corrupt practices.






	20.21	 	GIEK Conditions
	 
	 	 	The Obligors are not in breach of the GIEK Conditions pursuant to which the GIEK Guarantee
was or will be issued.






	20.22	 	Solvency






	 	(a)	 	Each Guarantor acknowledges that it will receive substantial direct and
indirect benefits from the financing arrangements contemplated by the Finance Documents.
	 
	 	(b)	 	Each Obligor is, and immediately upon giving effect to the transactions
contemplated by the Finance Documents will be, Solvent.




43(105) 









 












	20.23	 	Repetition
	 
	 	 	The representations and warranties set out in this Clause 20 are deemed to be made by each relevant
Obligor (as specified in each Clause above) on the date of this Agreement, save for Clause 20.12
(No existing Security Interest) which shall not apply prior to the First Utilisation Date. Save for
the representation given in Clause 20.17(c) (Ownership), all representations and warranties shall
be deemed to be repeated:






	 	(a)	 	on the date of a Utilisation Request;
	 
	 	(b)	 	on the First Utilisation Date;
	 
	 	(c)	 	on the first day of each Interest Period; and
	 
	 	(d)	 	in each Compliance Certificate forwarded to the Agent pursuant to Clause 21.2 (Compliance
Certificate) (or, if no such Compliance Certificate is forwarded, on each day such
certificate should have been forwarded to the Agent at the latest).






	21.	 	INFORMATION UNDERTAKINGS
	 
	 	 	The undertakings set out in this Clause 21 are given to each Finance Party and such
undertakings shall remain in force throughout the Security Period.






	21.1	 	Financial statements
	 
	 	 	Ocean Rig UDW Inc. shall supply to the Agent in sufficient copies for all of the Lenders:






	 	(a)	 	as soon as the same become available, but in any event within one hundred and
twenty (120) days after the end of the Ocean Rig Group’s financial year;






	 	(i)	 	the Ocean Rig 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 sixty (60) days after 31 March,
30 June and 30 September:






	 	(i)	 	the Ocean Rig 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).






	21.2	 	Compliance Certificate






	 	(a)	 	Ocean Rig UDW Inc. shall supply to the Agent, with each set of financial
statements delivered pursuant to Clause 21.1 (Financial statements), a Compliance
Certificate (in the form set out in Schedule 5, Part I) signed by an authorised
signatory of the Borrower and Ocean Rig UDW Inc. setting out (in reasonable detail)
inter alia computations as to compliance with Clause 22 (Financial Covenants for the
Ocean




44(105)









 












	 	 	 	Rig Group) as at the date at which those financial statements were
drawn up together with any relevant supporting documentation
enabling the Lenders to determine and monitor the compliance with
Clause 22 (Financial Covenants for the Ocean Rig Group) and Clause
25.1 (Minimum Market Value).






	 	(b)	 	The Shareholder Guarantor shall supply to the
Agent, on a semi-annual basis, a Compliance Certificate (in the form
set out in Schedule 5, Part II) signed by an authorised signatory of
the Shareholder Guarantor setting out (in reasonable detail) inter alia
computations as to compliance with Clause 23 (Financial Covenants for
the Shareholder Guarantor), together with any relevant supporting
documentation enabling the Lenders to determine and monitor the
compliance with Clause 23 (Financial Covenants for the Shareholder
Guarantor).






	21.3	 	Requirements as to financial statements
	 
	 	 	Ocean Rig UDW Inc. shall procure that each set of financial statements
delivered pursuant to Clause 21.1 (Financial statements) consist of balance
sheets, profit and loss statements and cash flow statements (provided that
cash flow statements
will only be provided in case of audited Financial Statements) and is
prepared using Accounting Principles, accounting practices and financial
reference periods consistent with those applied in the preparation of the
Original Financial Statements for each of the Borrower and Ocean Rig UDW
Inc. , as the case may be, unless, in relation to any set of financial
statements, it notifies the Agent that there has been a change in Accounting
Principles, the accounting practices or reference periods and its Auditors
deliver to the Agent:






	 	(a)	 	a description of any change
necessary for those financial statements to reflect 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 Agent, to enable the
Lenders to determine whether Clause 22 (Financial Covenants for the
Ocean Rig Group) has been complied with and make an accurate comparison
between the financial position indicated in those financial statements
and the Original Financial Statements.






	 	 	Any reference in this Agreement to those financial statements shall be
construed as a reference to those financial statements as adjusted to reflect
the basis upon which the Original Financial Statements were prepared.






	21.4	 	Information — miscellaneous
	 
	 	 	Ocean Rig UDW Inc. shall notify the Agent and/or supply to the Agent (in
sufficient copies for all the Lenders, if the Agent so requests):






	 	(a)	 	all documents dispatched by each of the Obligors to its
shareholders, or to or from its creditors generally at the same time as
they are dispatched, as any Finance Party (through the Agent) may
reasonably request;





45(105)









 











	 	(b)	 	immediately upon becoming aware of them; breaches of
contracts, the details of any
litigation, judgment, order, injunction, restraint, arbitration or
administrative
proceedings which are current, threatened, alleged or pending
against any of the
Obligors and which (in the opinion of the Agent or the Required
Lenders) might, if
adversely determined, be reasonably expected to have a Material
Adverse Effect;
	 
	 	(c)	 	immediately such further information regarding the
business, properties, assets and
operations (financial or otherwise) of the Obligors and its
Subsidiaries as any Finance
Party (through the Agent) may reasonably request; and
	 
	 	(d)	 	such updates of forecasts as the Agent may reasonably request.






	21.5	 	Notification of Default
	 
	 	 	Each of the Obligors shall notify the Agent of any Default (and the steps, if
any, being taken to remedy it) promptly upon becoming aware of its
occurrence.
	 
	21.6	 	Notification of Environmental Claims
	 
	 	 	Each of the Obligors shall inform the Agent in writing as soon as reasonably
practicable upon becoming aware of the same:






	 	(a)	 	if any material Environmental Claim has been commenced or
(to the best of the
Obligors’ knowledge and belief) is threatened against any of the
Obligors or any of the
Drillships; and
	 
	 	(b)	 	of any incident, event, fact or circumstances which will
or are reasonably likely to
result in any material Environmental Claim being commenced or
threatened against
any of the Obligors, or any of the Drillships.






	21.7	 	Information to GIEK related to operations west of Greenland
	 
	 	 	The Borrower shall provide GIEK and the Agent with:






	 	(a)	 	all responses to the EIA-documents received within the
deadline relating to the drilling
program west of Greenland where the Ocean Rig Corcovado
participates; and
	 
	 	(b)	 	the relevant Greenland authorities actions to such responses.






	 	 	The Borrower shall also inform GIEK and the Agent of any amendments to the
Capricorn Environmental Management Plan included in the EIA and dated 1 March
2011.






	21.8	 	“Know your customer” checks
	 
	 	 	If:






	 	(i)	 	the introduction of or any change in (or in the
interpretation, administration or
application of) any law or regulation made after the date of
this Agreement;
	 
	 	(ii)	 	any change of any circumstance relating to
an Obligor after the date of this
Agreement; or





46(105)









 











	 	 	 	(iii) a proposed assignment or transfer by a Lender of any of its rights and
obligations under this Agreement to a party that is not a Lender prior to such
assignment or transfer,






		 	obliges the Agent or any Lender (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 the Agent or any Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf
of any Lender) 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 the Agent, such Lender 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.
	 
	 	 	Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itselt) in order for
the Agent 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.






	21.9	 	Money Laundering






	 	(a)	 	Each of the Obligors shall provide each Lender with information, certificates and any
documents reasonably required by each Lender to ensure compliance with any law, official
requirement or other regulatory measure or procedure implemented to combat Money Laundering
throughout the Security Period.
	 
	 	(b)	 	Each of the Obligors shall notify each Lender as soon as it becomes aware of any matters
evidencing that a breach of any law, official requirement or other regulatory measure or
procedure implemented to combat money laundering may or is about to occur or that the
person(s) who have or will receive the commercial benefit of this Agreement have changed from
the date hereof.






	22.	 	FINANCIAL COVENANTS FOR THE OCEAN RIG GROUP
	 
	 	 	The financial covenants in this Clause 22 are granted in favour of each Finance Party by Ocean Rig
UDW Inc. and the Borrower and such financial covenants shall remain in force throughout the
Security Period.
	 
	22.1	 	Minimum Cash and Cash Equivalent
	 
	 	 	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
	 
	 	(b)	 	the Borrower will not at any time fall below USD 75,000,000, or, in the event that
Satisfactory Employment Contracts are secured for both Drillships after the end of the initial
Charter Contracts, USD 50,000,000.




47(105)









 












	22.2	 	Leverage Ratio
	 
	 	 	Ocean Rig UDW Inc. undertakes that the Leverage Ratio of the Ocean Rig Group will not
exceed 5.0 : 1.
	 
	22.3	 	Interest Cover Ratio
	 
	 	 	Ocean Rig UDW Inc. undertakes that the Ocean Rig Group’s Interest Cover Ratio shall be
minimum 3.0 : 1.
	 
	22.4	 	Current Ratio
	 
	 	 	Ocean Rig UDW Inc. undertakes that the Ocean Rig Group’s Current Ratio is greater than 1:1.
	 
	22.5	 	Equity Ratio
	 
	 	 	Ocean Rig UDW Inc. undertakes that the Ocean Rig Group’s Equity Ratio shall not be less
than 35 per cent.
	 
	22.6	 	Financial testing
	 
	 	 	The Financial covenants set out in this Clause 22 shall be calculated in accordance with
Accounting Principles and tested by reference to the latest financial statements (whether
audited or unaudited) and each Compliance Certificate, and presented to the Agent in form
and substance satisfactory.
	 
	23.	 	FINANCIAL COVENANTS FOR THE SHAREHOLDER GUARANTOR
	 
	 	 	The financial covenants in this Clause 23 are granted in favour of each Finance Party by the
Shareholder Guarantor and such financial covenants shall remain in force throughout the
Security Period.
	 
	23.1	 	Definitions
	 
	 	 	For the purpose of this Clause 23, the following definitions shall apply:
	 
	 	 	“Accounting Information” means the consolidated unaudited accounts of the Shareholder
Guarantor for the first 6-month period of each financial year and the consolidated accounts
of the Shareholder Guarantor in case of the last 6-month period of each financial year.
	 
	 	 	“Adjusted Equity” means, as of any Compliance Date, the value of the stockholders’ equity of
the Group determined on a consolidated basis in accordance with US GAAP and as shown in the
Accounting Information for the Group adjusted by adding or subtracting (depending on whether
the same is positive or negative) any difference between:






	 	(a)	 	the value of Total Assets; and
	 
	 	(b)	 	the Market Value Adjusted Total Assets.






	 	 	“Approved Brokers” means each of R.S. Platou Offshore, ODS Petrodata, Fearnley Offshore AS,
H. Clarksons & Co Ltd , Braemar Seascope Shipbrokers Ltd., Barry Rogliano Salles S.A., R.S.
Platou Shipbrokers A.S., P.F. Bassoe AS, Arrow Sale & Purchase (UK) Ltd., Allied




48(105)









 













	 	 	Shipbrokers Inc, Associated Shipbrokers, Simpson Spence & Young, Fearnley
AS and Maersk Shipbrokers.
	 
	 	 	“Compliance Date” means each date when the compliance of the financial
covenants as set out in this Clause 23 is reported in accordance with Clause
21.2(b).
	 
	 	 	“EBITDA” means, in relation to a Compliance Date or for any accounting period,
the consolidated net income of the Group for that accounting period:






	 	(a)	 	plus, to the extent deducted in computing
consolidated net income of the Group for
that accounting period, the sum, without duplication, of:






	 	(i)	 	all federal, state, local and foreign taxes and tax
distributions;
	 
	 	(ii)	 	Net Interest Expenses;
	 
	 	(iii)	 	depreciation, depletion,
amortisation of intangibles and other non-cash charges
or non-cash losses (including non-cash transaction expenses and the
amortisation
of debt discounts) and any extraordinary losses not incurred in the
ordinary
course of business;






	 	(b)	 	minus, to the extent added in computing
consolidated net income of the Group for that
accounting period, any non-cash income or non-cash gains and any
extraordinary
gains not incurred in the ordinary course of business,






	 	 	all determined on a consolidated basis in accordance with US GAAP and as shown
in the Accounting Information
	 
	 	 	“Financial Indebtedness” means any indebtedness for or in respect of






	 	(a)	 	moneys borrowed;
	 
	 	(b)	 	any amount raised by acceptance under any
acceptance credit agreement (including any dematerialised equivalent);
	 
	 	(c)	 	any amount raised pursuant to any note purchase
facility or the issue of bonds, notes, debentures, loan stock or any
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 (other 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;





49(105)









 












	 	(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 a 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.






	 	 	“Fleet Vessels” means, at any time, the vessels owned, either wholly or partially, by any
member of the Group.
	 
	 	 	“General Reserves” has the meaning ascribed to it in the Accounting Information. 



“Group”
means the Shareholder Guarantor and its subsidiaries.
	 
	 	 	“Insurance Market Value” means the fair market value of a Fleet Vessel, being the average of
valuations of such vessel obtained from Approved Brokers with or without physical inspection
of the vessel 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 agreement.
	 
	 	 	“Interest Coverage Ratio” means, in relation to a Compliance Date or an accounting period,
the ratio of (a) EBITDA for the most recent financial period of the Group ending on the
Compliance Date to (b) the Net Interest Expenses for that financial period (calculated on a
trailing 12-months basis).
	 
	 	 	“Market Adjusted Equity Ratio” means, in relation to a Compliance Date, the ratio of (a) the
Adjusted Equity for the most recent financial period of the Group ending on the Compliance
Date to (b) the aggregate of (i) Total Interest Bearing Liabilities and (ii) Adjusted Equity
for the financial period.
	 
	 	 	“Market Value Adjusted Net Worth” means Paid-Up Capital plus General Reserves plus Retained
Earnings adjusted to reflect the difference between the book values and the Insurance Market
Value of all Fleet Vessels at any relevant time.
	 
	 	 	“Market Value Adjusted Total Assets” means, at any time, Total Assets adjusted to reflect
the Insurance Market Value of all Fleet Vessels.
	 
	 	 	“Net Interest Expenses” means, as of any Compliance Date, the aggregate of all interest,
commitment and other fees, commissions, discounts and other costs, charges or expenses
accruing due from all the members of the Group during that accounting period less interest
income received, determined on a consolidated basis in accordance with US GAAP and as shown
in the Accounting Information.





50(105)









 












	 	 	“Paid-Up Capital” has the meaning ascribed to it in the Accounting Information.
	 
	 	 	“Retained Earnings” has the meaning ascribed to it in the Accounting Information.
	 
	 	 	“Total Assets” is determined on a consolidated basis in accordance with US GAAP and as
shown in the consolidated balance sheets comprised in the Accounting Information for the
Group.
	 
	 	 	“Total Interest Bearing Liabilities” means, as to any Compliance Date, the consolidated
total amount of the interest bearing Financial Indebtedness of the Group.
	 
	 	 	“US GAAP” means generally accepted accounting principles in the United States of America.
	 
	23.2	 	Minimum liquidity
	 
	 	 	The Shareholder Guarantor undertakes that there is at all times available to the Shareholder
Guarantor and all the other members of the Group an aggregate amount of not less than USD
40,000,000 in immediately freely available and unencumbered bank or cash balances.
	 
	23.3	 	Interest Coverage Ratio
	 
	 	 	The Shareholder Guarantor will procure that the Interest Coverage Ratio will not be less
than 3.0 : 1.
	 
	23.4	 	Market Adjusted Equity Ratio
	 
	 	 	The Shareholder Guarantor will procure that the Market Adjusted Equity Ratio will not be
less than 30 per cent.
	 
	23.5	 	Market Value Adjusted Net Worth
	 
	 	 	The Shareholder Guarantor will procure that the Market Value Adjusted Net Worth of the Group
will not be less than USD 500,000,000.
	 
	23.6	 	Financial testing
	 
	 	 	The financial covenants set out in this Clause 23 shall be calculated in accordance with
Accounting Principles and Compliance Certificates evidencing satisfaction of the financial
covenants shall be delivered to the Agent pursuant to Clause 21.2(b).
	 
	24.	 	GENERAL UNDERTAKINGS
	 
	 	 	Each Obligor (unless another party is explicitly designated hereunder) gives the
undertakings set out in this Clause 24 to each Finance Party and such undertakings shall
remain in force throughout the Security Period.
	 
	24.1	 	Authorisations etc.
	 
	 	 	Each of the Obligors shall promptly:






	 	(a)	 	obtain, comply and do all that is necessary to maintain in full force and effect; and
	 
	 	(b)	 	supply certified copies to the Agent (if so requested) of,










51(105)









 












	 	 	any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation
or registration required under any law or regulation of its jurisdiction of incorporation
to enable it to perform its obligations under the Finance Documents and to ensure the
legality, validity, enforceability or admissibility in evidence in its jurisdiction of
incorporation of any Finance Document.
	 
	24.2	 	Compliance with laws
	 
	 	 	Each of the Obligors shall comply in all respects with all laws and regulations and
constitutional documents to which it and the Drillships may be subject, where failure to do
so, in the opinion of the Agent or the Required Lenders, has or is reasonably likely to
have a Material Adverse Effect.
	 
	24.3	 	Environmental compliance
	 
	 	 	Each Obligor shall (and shall ensure that each member of the Ocean Rig Group will):






	 	(a)	 	comply with all Environmental Law;
	 
	 	(b)	 	obtain, maintain and ensure compliance with all requisite Environmental
Approvals; and
	 
	 	(c)	 	implement procedures to monitor compliance with and to prevent liability
under any Environmental Law.






	24.4	 	Taxation






	 	(a)	 	Each Obligor shall (and the Borrower shall ensure that each member of the
Ocean Rig
Group will) pay and discharge all Taxes imposed upon it or its assets within the
time
period allowed without incurring penalties unless and only to the extent that:






	 	(i)	 	such payment is being contested in good faith;
	 
	 	(ii)	 	adequate reserves are being maintained for those Taxes
and the costs required to
contest them which have been disclosed in its latest financial statements
delivered to the Agent under Clause 21.1 (Financial statements); and
	 
	 	(iii)	 	such payment can be lawfully withheld and failure to pay
those Taxes does not
(in the opinion of the Agent or the Required Lenders) 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 Agent or
the
Required Lenders) it has or reasonably could expect to have a Material Adverse
Effect, no other member of the Ocean Rig Group may change its residence for Tax
purposes.






	24.5	 	Pari passu ranking
	 
	 	 	Each of the Obligors shall ensure that its obligations under the Finance Documents do and
will rank at least pari passu with all its other present and future unsecured and
unsubordinated obligations, except for those obligations which are preferred by mandatory law
applying to




52(105)









 













	 	 	companies generally in the jurisdictions of their incorporation or in the jurisdiction
in the ports of calls.
	 
	24.6	 	Title
	 
	 	 	Each Drillship Owner will hold full legal title to and own the entire beneficial interest in
the Drillships. the Insurances and their Earnings, free of any Security Interest and other
interests and rights of every kind, except for those created by the Finance Documents and as
set out in Clause 24.7 (Negative pledge).
	 
	24.7	 	Negative pledge
	 
	 	 	No member of the Restricted Group shall create or permit to subsist any Security Interest
save for Permitted Encumbrances over any of its present or future undertakings, property,
assets, rights or revenues (whether secured by the Security Documents or not), and Ocean Rig
UDW Inc. shall not create or permit to subsist any Security Interest over the shares of the
Borrower or other asset being the subject of a Security Interest pursuant to the Security
Documents.
	 
	24.8	 	Change of business
	 
	 	 	Except with the prior written consent of the Required Lenders, no member of the Restricted
Group will, and shall procure that no other member of the Restricted Group will, cease to
carry on or make any change in all or any part of its business and activities as presently
conducted, or carry on any other business, except for similar related business, or change
the place of its jurisdiction or its organisation as presently conducted.
	 
	24.9	 	Finance Documents and Charter Contracts
	 
	 	 	The Obligors shall perform all of their obligations under the Finance Documents and the
Charter Contracts at all times in the manner and upon the terms set out therein and procure
that none of the material terms of the Charter Contracts are amended, terminated, or waived
without the prior written consent of all Lenders.
	 
	24.10	 	Mergers and demergers
	 
	 	 	Except with the prior written consent of the Required Lenders, the Ocean Rig Obligors will
not, and shall procure that no other Ocean Rig Obligor will:






	 	(a)	 	enter into any merger or consolidation with any other company unless with
another Ocean Rig Group member and each Ocean Rig Obligor will survive as a separate
legal entity remaining bound in all respects by its obligations and liabilities under
the Finance Documents: or
	 
	 	(b)	 	demerge itself into any two or more companies.






	24.11	 	Financial year
	 
	 	 	Except with the prior written consent of the Required Lenders, the Obligors will not alter
its financial year end.




53(105)









 












	24.12	 	Bank accounts
	 
	 	 	Each member of the Restricted Group shall collect, pay and credit all its Earnings to the
Earnings Accounts and maintain all its Earnings Accounts with the Agent, unless otherwise
agreed to by the Required Lenders and subject to satisfactory security arrangements being
entered into in favour of the Finance Parties.
	 
	24.13	 	Dividends
	 
	 	 	Neither the Borrower nor Ocean Rig UDW Inc. may:






	 	(a)	 	pay dividends (or make any other distributions to its shareholders); and/or
	 
	 	(b)	 	buy-back its own common stock,






	 	 	it being understood, however, that the repayment of capital or payment of dividends will
be permitted from the Borrower to Ocean Rig UDW Inc. provided that such payments (i) are
made out of proceeds from the Facility to be made immediately following the First
Utilisation Date, and (ii) relate to the refinancing of capital expenditures for the
Drillships in accordance with Clause 3.1 (Purpose). 






	24.14	 	Restrictions on indebtedness






	 	(a)	 	No member of the Restricted Group shall incur, create or permit to subsist
any Financial Indebtedness other than as incurred under the Finance Documents.
	 
	 	(b)	 	Ocean Rig UDW Inc. shall be permitted to incur, create and permit to
subsist Financial Indebtedness, subject to no Default or Event of Default existing or
resulting thereof.
	 
	 	(c)	 	The restrictions in paragraph (a) above do not apply to:






	 	(i)	 	Existing Indebtedness. The Financial Indebtedness under the
Existing
Indebtedness, which shall be discharged in full on the First Utilisation Date,
in
accordance with Clause 3 (Purpose). 
	 
	 	(ii)	 	Hedging Agreement. Indebtedness incurred under any Hedging
Agreement
entered into in the ordinary course of business and which are not of a
speculative
nature;
	 
	 	(iii)	 	Intercompany loans. Loans and advances made to the
Drillship Owners by
members of the Restricted Group on the conditions that the loans are
subordinated (in point of payment and priority) and unsecured, and subject to
the
entering into of an intercreditor agreement with the Agent (in form and
substance satisfactory to the Agent); or
	 
	 	(iv)	 	Required Lenders. Financial Indebtedness consented to by
the Required
Lenders.






	 	(d)	 	None of the Intra-Group Charterers shall incur, create or permit to subsist any Financial
Indebtedness to any of the Drillship Owners other than as incurred under the




54(105)









 












	 	 	 	Finance Documents unless such indebtedness are subordinated and unsecured in form
and substance satisfactory to the Agent.






	24.15	 	Restrictions on inter-company chartering
	 
	 	 	Unless the Borrower can (in form and substance satisfactory to the Agent) document and
evidence that a new charter arrangement has no negative effect on the Finance Parties
securities positions as set out in Clause 19.1 (Security) and under the Finance Documents,
the Obligors shall not enter into any other charter arrangements for the Drillships other
than what follows from Part II of Schedule 2 (Guarantors and Collateral Drillships), except
as consented to in writing by the Agent.
	 
	24.16	 	Transactions with Affiliates
	 
	 	 	Each Obligor shall (and shall procure that each Subsidiary will) procure that all
transactions entered into with an Affiliate are made on market terms and otherwise on arm’s
length terms.
	 
	24.17	 	Disposals






	 	(a)	 	No members of the Restricted Group shall enter into a single transaction or
series of transactions (whether related or not and whether voluntary or involuntary) to sell,
lease, transfer, or otherwise dispose of any Drillship or other asset being the
subject of a Security Interest pursuant to the Security Documents or the whole or a
substantial part of its other assets.
	 
	 	(b)	 	Paragraph (a) above does not apply to any sale, lease, transfer or other disposal






	 	(i)	 	made on market value and arm’s length terms and in
compliance with Clause 8
(Mandatory Prepayment) of this Agreement; or
	 
	 	(ii)	 	consented to by the Required Lenders.






	24.18	 	Financial Support
	 
	 	 	No member of the Restricted Group shall provide, procure, create or permit to subsist any
Financial Support (including contingent support) other than:






	 	(a)	 	Financial Support incurred pursuant to the Finance Documents;
	 
	 	(b)	 	Existing Financial Support outstanding on the date of this Agreement
which is disclosed to, and acceptable to, the Required Lenders in writing prior to
such date; or
	 
	 	(c)	 	Financial Support consented to by the Required Lenders.






	24.19	 	Centre of Main Interest
	 
	 	 	None of the Obligors will change its centre of main interest (as that term is used in Article
3(1) of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings
(the
“Regulation”)) or establishment to another jurisdiction without obtaining the prior written
consent from the Required Lenders.




55(105)









 












	24.20	 	Assignment of contracts
	 
	 	 	If an event which is or may become (with the passage of time or the giving of notice or
both) an Event of Default has occurred and is continuing; upon the Agent’s request make its
best endeavours to have assigned the rights and obligations under contracts pertaining to
the Drillships (with members of the Restricted Group as well as ultimate charterers) or any
of them to one or several parties nominated by the Agent.
	 
	24.21	 	Sale or Total Loss of a Drillship
	 
	 	 	Each Obligor shall ensure that a Drillship is not sold in whole or in part without prior
written notice to the Agent, and in the event of such sale or in the event of a Total Loss,
make such prepayment as provided for in Clause 8.1 (Total Loss or sale) and comply with
Clause 25.13 (Total Loss).
	 
	24.22	 	Investment Restrictions






	 	(a)	 	Ocean Rig UDW Inc. shall not make any investments and/or acquisitions:






	 	(i)	 	unless after giving effect to any such investment, Ocean
Rig UDW Inc. and its
Subsidiaries are in pro forma (“pro forma” meaning that the calculation of
the
financial covenants shall take into account any effect of the investment or
acquisition made) compliance (evidenced by adjusted financial calculations
taking into account any effect of the investment or acquisition made) with
the
Financial Covenants set out in Clause 22 (Financial Covenants for the Ocean
Rig Group) of this Agreement, and






	 	(ii)	 	subject to no Default or Event of Default existing or
resulting from the proposed
investment and/or acquisition.






	 	(b)	 	No member of 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.






	24.23	 	Corrupt Practices
	 
	 	 	Each Obligor shall act in compliance with all applicable laws and regulations relating to
bribery and corrupt practices and shall use all reasonable endeavours to procure that any
person acting on its behalf acts in such manner in the course of acting for it.
	 
	24.24	 	Governmental Recommendations
	 
	 	 	Each Obligor shall procure that the Drillships are not utilised in conflict with official
recommendations published by the Norwegian Ministry of Foreign Affairs from time to time.
	 
	24.25	 	Listing on the Exchange
	 
	 	 	Ocean Rig UDW Inc. shall be listed on the Exchange by 30 September 2011 and will remain
listed and will not delist without the prior written consent of the Lenders.




56(105)









 












	24.26	 	Compliance with the GIEK Guarantee
	 
	 	 	The Borrower 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.






	25.	 	RIG COVENANTS
	 
	 	 	The Ocean Rig Obligors give the undertakings set out in this Clause 25 to each Finance Party
and such undertakings shall remain in force throughout the Security Period.
	 
	25.1	 	Minimum Market Value
	 
	 	 	The Ocean Rig Obligors will procure that the aggregate Market Value of the Drillships is
higher than 140% of the sum of the Loans outstanding.
	 
	25.2	 	Market Valuation of the Drillships
	 
	 	 	The Borrower and/or Ocean Rig UDW Inc. shall (at its own expense) (i) arrange for the Market
Value of each of the Drillships to be determined and valued for the purpose of every
Compliance Certificate to be delivered to the Agent pursuant to Clause 21.2(a) (Compliance
Certificate) and (ii), if an Event of Default has occurred and is continuing, upon the
Agent’s request, arrange for each of the Drillships to be valued.
	 
	25.3	 	Insurance






	 	(a)	 	The Borrower shall maintain or ensure that each of the Drillships is
insured against
such risks, including the following risks, Hull and Machinery, Protection &
Indemnity
(including an adequate club cover for pollution liability as normally adopted by the
industry for similar Drillships), Hull Interest and/or Freight Interest and War Risk
(including terrorism, piracy, war risks P&I and confiscation) insurances and loss of
hire, in such amounts and currencies, on such terms (always applying Norwegian law
and including the terms of the Norwegian Marine Insurance Plan of 1996, version
2010 (as amended from time to time)) and with such insurers and placed through
insurance brokers as the Agent shall approve as appropriate for an internationally
reputable major drilling contractor. The Borrower shall seek the approval of the
Agent, on behalf of the Lenders, prior to placing any insurances through any captive
vehicle.
	 
	 	(b)	 	The insurance value of each of the Drillships shall at all times be at
least equal to or
higher than the Market Value of each of the Drillships. The aggregate insurance
value
of the Drillships, shall at all times be at least equal to the higher of the
aggregate
Market Values of the Drillships and one hundred and twenty per cent (120.00%) of the
Loans.
	 
	 	(c)	 	The value of the Hull and Machinery insurance shall cover at least eighty per
cent
(80.00%) of the Market Value of each of the Drillships and the aggregate insured
values in the hull and machinery insurances of the Drillships, shall at all times be
at
least equal to the Loans.




57(105)









 












	 	(d)	 	The Borrower shall procure that the Agent (on behalf of
the Finance Parties) is noted
as first priority mortgagee and sole loss payee in the insurance
contracts, together with
the confirmation from the underwriters to the Agent that the notice
of assignment with
regards to the Insurances and the loss payable clauses (to be in
excess of USD
15,000,000) are noted in the insurance contracts and that standard
letters of
undertaking confirming this are executed, always provided that the
evidence thereof is
in form and substance satisfactory to the Agent (on behalf of the
Finance Parties). The
Borrower shall provide the Finance Parties with details of terms
and conditions of the
insurances and break down of insurers.
	 
	 	(e)	 	Not later than fourteen (14) days prior to the expiry date
of the relevant Insurances, the
Borrower shall procure the delivery to the Agent of a certificate
from the insurance
broker(s) or the Insurers, confirming the Insurances referred to in
litra a) have been
renewed and taken out in respect of the Drillships with insurance
values as required by
litra b), that such Insurances are in full force and effect and
that the Agent (on behalf
of the Finance Parties) have been noted as first priority mortgagee
by the relevant
insurers.
	 
	 	(f)	 	The Agent shall effect at the Borrower’s expense and for
the exclusive benefit of the
Lenders, mortgagees’ interest insurance and mortgagees’ additional
perils pollution
insurance on such terms as the Agent may approve.
	 
	 	(g)	 	If any of the Insurances referred to in litra a) form part
of a fleet cover, the Borrower
shall procure that the insurers shall undertake to the Agent that
they shall neither set-off against any claims in respect of any of the Drillships any
premiums due in respect
of other Drillships under such fleet cover or any premiums due for
other insurances,
nor cancel this Insurance for reason of non-payment of premiums for
other Drillships
under such fleet cover or of premiums for such other insurances, and
shall undertake
to issue a separate policy in respect of each of the Drillships if
and when so requested
by the Agent.
	 
	 	(h)	 	The Borrower shall procure that the Drillships always are
employed in conformity
with the terms of the instruments of Insurances (including any
warranties expressed or
implied therein) and comply with such requirements as to extra
premium or otherwise
as the insurers may prescribe.
	 
	 	(i)	 	The Borrower will not make any material change to the
Insurances described under
litra a) and b) above without the prior written consent of the
Agent (on behalf of the
Lenders).
	 
	 	(j)	 	Each of the Insurances shall be reviewed, at the cost of the
Borrower, by the Lender’s insurance advisor prepare an
Insurance Report on an annual basis on each date on which the
Insurances are due for renewal, if so required by the Agent.






	25.4	 	Alteration to the Drillships
	 
	 	 	The Ocean Rig Obligors shall ensure that no major structural alteration or
any other major change is to be made to a Drillship without the prior
written consent of the Lenders (such consent not to be unreasonably
withheld), and then only if and to the extent such alternation or




58(105)









 












	 	 	change is carried out in accordance with the terms of the contractual
obligations pertaining to the said Drillship existing at the date of this
Agreement.






	25.5	 	Conditions of the Drillships
	 
	 	 	The Ocean Rig Obligors shall ensure that the Drillships are maintained and
preserved in good working order and repair and operated in accordance with good
internationally recognized standards, complying with the ISM Code and the ISPS
Code (to the extent applicable in the discretion of the Agent) and all other
marine safety and other regulations and requirements from time to time
applicable to vessels registered in the relevant Ship Registry under the
relevant flag and applicable to vessels trading in any jurisdiction in which
the Drillships may operate from time to time.
	 
	25.6	 	Trading, Classification and repairs
	 
	 	 	The Ocean Rig Obligors shall keep or shall procure that:






	 	(a)	 	the Drillships are kept in a good, safe and
efficient condition and state of repair consistent with prudent ownership
and management practice;
	 
	 	(b)	 	the Drillships maintain their class at the
highest level with Det Norske Veritas, Lloyd’s Register, American Bureau
of Shipping or another classification society approved by the Required
Lenders, free of any overdue recommendations and qualifications;
	 
	 	(c)	 	they comply with the laws, regulations (statutory
or otherwise), constitutional documents and international conventions
applicable to the classification society, the Ship Registry, the Ocean Rig
Obligors (ownership, operation, management and business ) and to the
Drillships in any jurisdiction to which any of the Drillships or the Ocean
Rig Obligors may operate from time to time;
	 
	 	(d)	 	none of the Drillships enter the territorial
waters (12 mile limit) of the United States of America unless (i) it is an
emergency situation, (ii) if no Event of Default is outstanding, upon
obtaining the prior written consent from the Agent (such consent not to be
unreasonably withheld), and (iii) if an Event of Default is outstanding,
upon obtaining the prior written consent of the Lenders; and
	 
	 	(e)	 	they provide the Agent of evidence of such compliance upon request from
the Agent.






	25.7	 	Notification of certain events
	 
	 	 	The Ocean Rig Obligors shall immediately notify the Agent of:






	 	(a)	 	any accident to any of the Drillships involving
repairs where the costs will or are likely to exceed USD 15,000,000 (or the
equivalent amount in any other currency);
	 
	 	(b)	 	any material requirement or recommendation made by
any insurer or classification society or by any competent authority which
is not, or cannot be, immediately complied with;




59(105)









 












	 	(c)	 	any exercise or purported exercise of any capture, seizure, arrest or
lien on any of the assets secured by the Security Documents;






	 	(d)	 	any occurrence as a result of which any of the Drillships has become or
is, by the passing of time or otherwise, likely to become a Total Loss.






	25.8	 	Operation of the Drillships
	 
	 	 	Without limiting the generality of Clause 24.2 (Compliance with laws), the Ocean Rig
Obligors shall comply, and procure that any charterer and manager complies in all material
respects with all Environmental Laws and all other laws or regulations relating to the
Drillships, their ownership, operation and management or to the business of the Obligor and
shall not employ any of the Drillships nor allow their employment:






	 	(a)	 	in any manner contrary to law or regulation in any relevant jurisdiction; and
	 
	 	(b)	 	in the event of hostilities in any part of the world (whether war is
declared or not), in any zone which is declared a war zone by any government or by the
war risk insurers of any of the Drillships unless the Borrower has (at its expense)
effected any special, additional or modified insurance cover which shall be necessary
or customary for good shipowners trading Drillships within the territorial waters of
such country at such time and has provided evidence of such cover to the Agent.






	25.9	 	ISM Code, ISPS Code etc.
	 
	 	 	Without limiting the generality of Clause 24.2 (Compliance with laws), the Ocean Rig
Obligors shall comply and shall procure that any intra-group charterer including the
Intra-Group Charterers and/or manager comply with the ISM Code, ISPS Code, Marpol and any
other international maritime safety regulation relevant to the operation and maintenance of
the Drillships and provides copies of certificates evidencing such compliance to the Agent
as soon as the same become available.
	 
	25.10	 	Inspections and class records






	 	(a)	 	The Ocean Rig Obligors shall permit, and shall procure that any charterers
and/or managers permit, one person appointed by the Agent to inspect each of the
Drillships once a year for the account of the Borrower upon the Agent giving prior
written notice.
	 
	 	(b)	 	The Ocean Rig Obligors shall instruct the classification society to send to
the Agent, following a written request from the Agent, copies of all class records held
by the classification society in relation to the Drillships.






	25.11	 	Surveys
	 
	 	 	The Ocean Rig Obligors shall submit to or cause the Drillships to be submitted to such
periodic or other surveys as may be required for classification purposes and to ensure full
compliance with regulations of the Ship Registry of the Drillships and if consented to by the
Agent pursuant to Clause 25.14 (Ship Registry, name and flag) such parallel Ship Registry of
the Drillship.




60(105)









 












	25.12	 	Arrest
	 
	 	 	The Ocean Rig Obligors shall promptly pay and discharge:






	 	(a)	 	all liabilities which give or may give rise
to maritime or possessory liens on or claims enforceable against any of
the Security Interests each Security Document creates or purports to
create;
	 
	 	(b)	 	all tolls, taxes, dues, fines, penalties
and other amounts charged in respect of any of the Security Interests
each Security Document creates or purports to create; and
	 
	 	(c)	 	all other outgoings whatsoever in respect
of any of the Security Interests each Security Document creates or
purports to create,






	 	 	and forthwith upon receiving a notice of arrest of any of the Drillships, or
their detention in exercise or purported exercise of any lien or claim, the
Borrower shall procure its release by providing bail or providing the
provision of security or otherwise as the circumstances may require.






	25.13	 	Total Loss
	 
	 	 	In the event that any of the Drillships shall suffer a Total Loss, the Ocean
Rig Obligors shall, within a period of one hundred and twenty (120) days
after the
Total Loss Date, obtain and present to the Agent, a written confirmation
from the relevant insurers that the claim relating to the Total Loss has
been accepted in full, and the insurance proceeds shall be paid to the Agent
for application in accordance with Clause 8.1 (Total Loss or sale).
	 
	25.14	 	Ship Registry, name and flag
	 
	 	 	The Ocean Rig Obligors shall:






	 	(a)	 	procure that each of the Drillships are
registered in the name of the respective Drillship Owner as described
in Part II of Schedule 2 (Guarantors and Collateral Drillships) hereto
in the relevant Ship Registry; and
	 
	 	(b)	 	not, without the prior written consent of
all Lenders, change Ship Registry, name or flag of any of the
Drillships or parallel register a Drillship in any Ship Registry
without the prior written consent of the Agent (such consent not to be
unreasonably withheld or delayed).






	25.15	 	Management
	 
	 	 	A company being a wholly owned (directly or indirectly) Subsidiary of Ocean
Rig UDW Inc. shall continue to perform management services in respect of the
Drillships and neither a material change nor any other adverse change (having
an adverse effect on the Finance Parties rights and/or obligations under the
Finance Documents) to such existing management shall be made without the
prior written consent of the Agent (not to be unreasonably withheld or
delayed).





61(105)









 











	26.	 	EVENTS OF DEFAULT
	 
	 	 	Each of the events or circumstances set out in this Clause 26 is an Event of Default.






	26.1	 	Non-payment
	 
	 	 	Any of the Obligors does not pay on the due date any amount payable pursuant to a Finance
Document at the place and in the currency in which it is expressed to be payable unless:






	 	(a)	 	its failure to pay is caused by administrative or technical error affecting
the transfer of funds despite timely payment instructions by the Obligor; and
	 
	 	(b)	 	payment is made within three (3) Business Days of its due date.






	26.2	 	Financial Covenants and Insurance
	 
	 	 	Any requirement in Clause 22 (Financial Covenants for the Ocean Rig Group), Clause 23
(Financial Covenants for the Shareholder Guarantors) and/or Clause 25.3 (Insurance) is not
satisfied.
	 
	26.3	 	Other obligations






	 	(a)	 	Any of the Ocean Rig Obligors does not comply with any provision of the
Finance Documents (other than those referred to in Clause 26.1 (Non-payment) and Clause
26.2 (Financial Covenants and Insurance)).
	 
	 	(b)	 	No Event of Default under (a) above will occur if the failure to comply is
(in the reasonable opinion of the Agent) capable of remedy and is remedied within
thirty (30) running days of the earlier of the Agent giving notice to the Borrower or
the Borrower becoming aware of the failure to comply.






	26.4	 	GIEK Guarantee
	 
	 	 	The GIEK Guarantee, due to act or omission of the Borrower, ceases to exist, becomes
contested, invalid, non binding or unenforceable or is otherwise jeopardized in full or in
part.






	26.5	 	Misrepresentations
	 
	 	 	Any representation, warranty or statement made or deemed to be made by any of the Obligors in
the Finance Documents or any other document delivered by or on behalf of the Obligors under
or in connection with any of the Finance Documents is or proves to have been incorrect or
misleading in any material respect when made or deemed to be made.
	 
	26.6	 	Cross default






	 	(a)	 	Any Financial Indebtedness of any member of the Ocean Rig Group is not paid
when due nor within any originally applicable grace period;
	 
	 	(b)	 	any Financial Indebtedness of any member of the Ocean Rig 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);




62(105)









 












	 	(c)	 	any Financial Indebtedness of the Shareholder Guarantor is declared to
be due and payable prior to its specified maturity as a result of an event of
default (however described);
	 
	 	(d)	 	any commitment for any Financial Indebtedness of any member of the Ocean
Rig Group is cancelled or suspended by a creditor as a result of an event of default
(however described); or
	 
	 	(e)	 	any creditor of any member of the Ocean Rig Group is entitled to declare
any Financial Indebtedness of any member of the Ocean Rig Group due and payable prior
to its specified maturity as a result of an event of default (however described)






	 	 	in circumstances where the aggregate amount of all such Financial Indebtedness referred to
in all or any of sub-clauses (a) to (d) is USD 25,000,000 (or its equivalent in other
currencies) or more.






	26.7	 	Insolvency






	 	(a)	 	Any of the Ocean Rig Obligors or any other member of the Ocean Rig Group is
unable or admits inability to pay its debts as they fall due, suspends 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 Shareholder Guarantor is unable or admits inability to pay its debts as
they fall due, suspends 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, provided however that
the mere granting by any creditor to the Shareholder Guarantor of any deferral option
in relation to the payment of individual repayment instalments of any loan or increase
of margin or any prepayment of any loan shall not in itself constitute an Event of
Default under this Clause.
	 
	 	(c)	 	The value of the assets of any of the Obligors or any other member of the
Ocean Rig Group is less than its liabilities (taking into account contingent and
prospective liabilities).
	 
	 	(d)	 	A moratorium is declared in respect of any indebtedness of
any of the
Obligors or any member of the Ocean Rig Group.






	26.8	 	Insolvency proceedings
	 
	 	 	Any corporate action, legal proceedings or other procedure or step is taken in relation to:






	 	(a)	 	the suspension of payments, a moratorium of any indebtedness, winding-up,
dissolution, administration or reorganisation (by way of voluntary arrangement, scheme
or arrangement or otherwise) of any Obligor or any other member of the Ocean Rig Group;




63(105)









 












	 	(b)	 	a composition, compromise, assignment or arrangement with any creditor
of any Obligor or any other member of the Ocean Rig Group;






	 	(c)	 	the appointment of a liquidator, receiver, administrative receiver,
administrator, compulsory manager or other similar officer in respect of any Obligor
or any other member of the Ocean Rig Group; or






	 	(d)	 	enforcement of any Security Interest over any assets of any Obligor or any
other member of the Ocean Rig Group or any analogous procedure or step is taken in any
jurisdiction..






	26.9	 	Creditor’s process
	 
	 	 	Any maritime lien or other lien (not being a Permitted Encumbrances), expropriation,
injunction restraint, arrest attachment, sequestration, distress or execution affects any
asset secured by the Security Documents or undertakings, property, assets, rights or
revenues (not secured by the Security Documents) of any Obligor and is not discharged
within thirty (30) days after the Obligor become aware of the same or the Finance Parties
have been provided with additional security in such form and substance and for such amounts
as the Finance Parties may require.
	 
	26.10	 	Unlawfulness and invalidity
	 
	 	 	It is or becomes unlawful or impossible for any Obligor and/or any of the parties to any of
the Security Documents to perform any of their respective obligations under the Finance
Documents or for the Agent to exercise any right or power vested to it under the Finance
Documents.
	 
	26.11	 	Unenforceability or invalidity of Security
	 
	 	 	The Security constituted by any Security Document (other than the GIEK Guarantee) becomes
invalid or unenforceable, unless it is (in the reasonable opinion of the Agent) capable of
remedy and is remedied within ten (10) Business Days of the earlier of the Agent giving
notice to the Borrower or an Obligor becoming aware of the unenforceability or invalidity.
	 
	26.12	 	Repudiation
	 
	 	 	Any Obligor repudiates a Finance Document to which it is party or evidences an intention to
repudiate a Finance Document to which it is party.
	 
	26.13	 	Cessation of business
	 
	 	 	Any Ocean Rig Obligor (whether by one or a series of transactions) suspends, changes or
ceases to carry on (or threatens to suspend, change or cease to carry on) all or a material
part of its business.
	 
	26.14	 	Stock Exchange listing
	 
	 	 	After a Qualified IPO, Ocean Rig UDW Inc. no longer is listed on an Exchange.




64(105)









 












	26.15	 	Material adverse change
	 
	 	 	Any event or condition or circumstance or series of events or conditions or circumstances
occur in relation to any member of the Ocean Rig Group which, in the opinion of the Agent or
the Required Lenders has had or could reasonably be expected to have a Material Adverse
Effect.
	 
	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 cease to be in full force and effect.
	 
	26.17	 	Loss of Property
	 
	 	 	Any part of an Ocean Rig Obligors’ property is destroyed, abandoned, seized, appropriated or
forfeited or the authority or ability of any member of the Ocean Rig 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 member of the
Ocean Rig Group or any of its assets.
	 
	26.18	 	Litigation
	 
	 	 	There is current, pending or threatened any claims, litigation, arbitration or
administrative proceedings against any Ocean Rig Obligor which in the opinion of the Agent
or the Required Lenders has or could reasonably be expected to, if adversely determined,
have a Material Adverse Effect.
	 
	26.19	 	Failure to comply with final judgment
	 
	 	 	Any of the Obligors fails within five (5) Business Days after becoming obliged to do so to
comply with or pay any sum in an amount exceeding USD 10,000,000 (or the equivalent in any
other currencies) due from it under any final judgement or any final order (being one against
which there is no right of appeal or if a right of appeal exists the time limit for making
such appeal has expired and no appeal has been dismissed) made or given by any court of
competent jurisdiction, provided, however, that such event shall not be deemed to constitute
an Event of Default if the Obligor is entitled to insurance cover for the whole of such sum
and the relevant insurers have confirmed liability and undertaken to make payment of the
whole of such sum in writing to the person(s) entitled to payment and it is likely (in the
reasonable opinion of the Required Lenders) that the insurers will be able to make such
payment within thirty (30) days.
	 
	26.20	 	Acceleration
	 
	 	 	Upon the occurrence of an Event of Default, the Agent may, and shall if so directed by the
Required Lenders, by written notice to the Borrower:






	 	(a)	 	cancel the Total Commitments whereupon they shall immediately be cancelled;





65(105)









 











	 	(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 either
immediately due and payable and/or payable upon demand, whereupon they shall become
either immediately due and payable or payable on demand; and/or
	 
	 	(c)	 	start enforcement in respect of the Security Interests established by the
Security Documents; and/or
	 
	 	(d)	 	take any other action, with or without notice to the Borrower, exercise
any other right or pursue any other remedy conferred upon the Agent or the Finance
Parties by any of the Finance Documents or by any applicable law or regulation or
otherwise as a consequence of such Event of Default.






	27.	 	RECOURSE REQUIREMENTS AND RIGHT OF SUBROGATION
	 
	27.1	 	Payment from GIEK
	 
	 	 	GIEK shall be irrevocably and unconditionally authorised by the Borrower upon the occurrence
of an Event of Default to pay any amounts demanded by Eksportfinans under the GIEK Guarantee
forthwith, 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 the Guarantors may accept any claim or demand under the GIEK
Guarantee as binding upon GIEK as conclusive evidence that they as GIEK thereunder are
liable to pay any such amount.
	 
	27.2	 	GIEK’ 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, only have the right of subrogation into
the rights of Eksportfinans under the Finance Documents in such proportion as have 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 thereunder as if
the Finance Documents were executed directly in favour of GIEK as security for the GIEK’
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 a subrogation as aforesaid, and/or enforcement of the Finance Documents.
	 
	28.	 	CHANGES TO THE PARTIES
	 
	28.1	 	No assignment by the Obligors
	 
	 	 	None of the Obligors may assign or transfer or assume any part of, or any interest in, its
rights and/or obligations under the Finance Documents.




66(105)









 












	28.2	 	Assignments and transfers by the Lenders
	 
	 	 	A Lender (the “Existing Lender”) may, subject to the Agent’s consent (not
to be unreasonably withheld), at any time assign, transfer or have assumed
its rights and/or obligations under the Finance Documents (a “Transfer”)
to:






	 	(a)	 	another Existing Lender or an Affiliate
of an Existing Lender in a minimum transfer amount of USD 20,000,000;
or
	 
	 	(b)	 	another bank or financial institution
which is regularly engaged in or established for the purpose of
making, purchasing or investing in loans, securities or other
financial assets (the “New Lender”), provided no Event of Default has
occurred or is occurring and prior consents of the Borrower and the
Agent have been given (such consents not to be unreasonably withheld
or delayed and which shall be deemed to have been given fifteen (15)
Business Days after being sought unless expressly refused within that
period), save that the consent of the Borrower shall not be required
for an assignment in favour of the European Central Bank on terms not
allowing the European Central Banks to transfer, sub-assign or
otherwise dispose of any rights or obligations assumed by it under
such assignment to a third party, in a minimum transfer amount of USD
20,000,000; or
	 
	 	(c)	 	regardless of (a) and (b) above, to
another Existing Lender or an affiliate of an Existing Lender or any
New Lender (as defined above in (b) if an Event of Default has
occurred or is occurring.






	28.3	 	Assignment or transfer fee
	 
	 	 	Unless the Agent otherwise agrees and excluding an assignment or transfer to
an Affiliate of a Lender, the New Lender shall, on the date upon which an
assignment or transfer takes place pay to the Agent (for its own account) a
fee of USD 3,000.
	 
	28.4	 	Limitations of responsibility of Existing Lenders
	 
	28.4.1	 	The Obligors’ performance, etc
	 
	 	 	Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to the New Lender
for:






	 	(a)	 	the legality, validity, effectiveness,
adequacy or enforceability of the Finance Documents or any other
documents;
	 
	 	(b)	 	the financial condition of the Obligors;
	 
	 	(c)	 	the performance and observance by any of
the Obligors of its obligations under the Finance Documents or any
other documents; or
	 
	 	(d)	 	the accuracy of any statements (whether
written or oral) made in or in connection with the Finance Documents or
any other document.




67(105)









 












	28.4.2	 	New Lender’s own credit appraisal, etc
	 
	 	 	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:






	 	(a)	 	has made (and will continue to make) its own independent
investigation and assessment of the financial condition and affairs of
the Obligors and their 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 in connection with
any Finance Document; and
	 
	 	(b)	 	will continue to make its own independent appraisal of the
creditworthiness of the Obligors and their related entities whilst any
amount is or may be outstanding under the Finance Documents or any
Commitment is in force.






	28.4.3	 	Re-transfer to an Existing Lender, etc






	 	 	Nothing in any Finance Document obliges an Existing Lender to:






	 	(a)	 	accept a re-transfer from a New Lender of any of the
rights and obligations assigned or transferred under this Clause 28;
or
	 
	 	(b)	 	support any losses directly or indirectly incurred by the
New Lender by reason of the non-performance by the Borrower of its
obligations under the Finance Documents or otherwise.






	28.5	 	Procedure for transfer
	 
	 	 	Any Transfer shall be effected as follows:






	 	(a)	 	the Existing Lender must notify the Agent of its intention
to Transfer all or part of its rights and obligations by delivering a
duly completed Transfer Certificate to the Agent duly executed by the
Existing Lender and the New Lender;
	 
	 	(b)	 	subject to Clause 28.2 (Assignments and transfers by the
Lenders), the Agent shall as soon as reasonably possible after receipt
of a Transfer Certificate execute the Transfer Certificate and deliver
a copy of the same to each of the Existing Lender and the New Lender;
and
	 
	 	(c)	 	subject to Clause 28.2 (Assignments and transfers by the
Lenders), the Transfer shall become effective on the Transfer Date.






	28.6	 	Effects of the Transfer
	 
	 	 	On the Transfer Date:






	 	(a)	 	to the extent that in the Transfer Certificate the Existing
Lender seeks to transfer its rights and obligations under the Finance
Documents, the Obligors and the Existing Lender shall be released from
further obligations to one another under the Finance Documents and
their
respective rights against one another under the Finance Documents
shall be cancelled (the “Discharged Rights and Obligations”);




68(105)









 












	 	(b)	 	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 the Obligors and the New Lender have assumed
and/or acquired the same in place of the Obligors and the Existing Lender;
	 
	 	(c)	 	the Agent, the New Lender and the other Lenders shall acquire the same
rights and assume the same obligations between themselves as they would have acquired
and assumed had the New Lender been an original Lender hereunder with the rights and/or
obligations acquired or assumed by it as a result of the Transfer and to that extent
the Agent and the Existing Lender shall each be released from further obligations to
each other under the Finance Documents; and
	 
	 	(d)	 	the New Lender shall become a Party as a “Lender”.






	28.7	 	Further assurances
	 
	 	 	Each of the Obligors undertakes to procure that in relation to any Transfer, each of the
Obligors shall (at its own cost) at the request of the Agent execute such documents as may
in the discretion of the Agent be necessary to ensure that the New Lender attains the
benefit of the Finance Documents.
	 
	28.8	 	Disclosure of information
	 
	 	 	Any Lender may disclose:






	 	(a)	 	to any of its Affiliates and a potential assignee;
	 
	 	(b)	 	to whom that Lender enters into (or may potentially enter into) any
sub-participation in relation to, or any other transaction under which payments are to
be made by reference to, this Agreement or any of the Obligors; and
	 
	 	(c)	 	to whom, to the extent that, information is required to be disclosed by any
applicable law or regulation,






	 	 	such information about the Obligors and the Finance Documents as that Lender shall consider
appropriate, provided that such disclosure as set out in (a) and (b) above shall, except if
an Event of Default has occurred or is occurring, be subject to the prior written approval
by the Borrower if such potential assignee is not an Affiliate of any of the Lenders.
	 
	29.	 	ROLE OF THE AGENT
	 
	29.1	 	Appointment and authorisation of the Agent






	 	(a)	 	Each other Finance Party appoints the Agent to act as its agent and trustee
under and in connection with the Finance Documents (including, but not limited to the
Security Documents).
	 
	 	(b)	 	Each other Finance Party authorises the Agent to exercise the rights,
powers, authorities and discretions specifically given to the Agent under or in
connection with the Finance Documents together with any other incidental rights,
powers, authorities and discretions.




69(105)









 












	29.2	 	Duties of the Agent
	 
	 	 	The Agent shall not have any duties or responsibilities except those
expressly set forth in the Finance Documents, and the Agent’s duties under
the Finance Documents are solely mechanical and administrative in nature.
The Agent shall:






	 	(a)	 	promptly forward to a Party the original or a copy of any
document which is delivered to it in its capacity as Agent for the
attention of that Party by another Party;
	 
	 	(b)	 	supply the other Finance Parties with all material
information which the Agent receives from the Borrower;
	 
	 	(c)	 	if it receives notice from a Party referring to this
Agreement, describing an Event of Default and stating that the
circumstance is an Event of Default, promptly notify the Finance
Parties; and
	 
	 	(d)	 	from when it receives sufficient information; promptly
notify the Lenders of the occurrence of any Event of Default arising
under Clause 26 (Events of Default).






	29.3	 	Particular duties of the Agent in respect of Eksportfinans
	 
	 	 	The Agent shall as Agent in respect of Eksportfinans exercise the same care
as it normally exercises in making and handling loans for its own account.
The Agent assumes no responsibility and neither the Agent nor any of its
officers, directors, employees or agents shall be liable to Eksportfinans
for any action taken or omitted to be taken hereunder or in connection with
this Agreement unless caused in respect of negligence.
	 
	29.4	 	Relationship
	 
	 	 	The relationship between the Agent and the other Finance Parties is that of
agent and principal only. Nothing in this Agreement shall be construed as
to constitute the Agent or the Finance Parties as trustee or fiduciary for
any other person, and neither the Agent nor the Finance Parties shall be
bound to account to any Finance Party for any sum or the profit element of
any sum received by it for its own account.
	 
	29.5	 	Business with the Borrower
	 
	 	 	The Agent may accept deposits from, lend money to and generally engage in
any kind of banking or other business with the Obligors.
	 
	29.6	 	Rights and discretions of the Agent






	 	(a)	 	The Agent may rely on:






	 	(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.




70(105)









 












	 	(b)	 	The Agent may assume (unless it has
received notice to the contrary in its capacity as
Agent for the Lenders) that:






	 	(i)	 	no Event of Default has
occurred (unless it has actual knowledge of an Event of
Default under Clause 26.1 (Non-payment)); and
	 
	 	(ii)	 	any right, power,
authority or discretion vested in any Party or the Required
Lenders has not been exercised.






	 	(c)	 	The Agent may engage, pay for and rely on
the advice or services of any lawyers, accountants, surveyors or other
experts.
	 
	 	(d)	 	The Agent may act in relation to the
Finance Documents through its personnel and agents.
	 
	 	(e)	 	The 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, the 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 duty of
confidentiality or render it liable to any person.






	29.7	 	Required Lenders’ instructions






	 	(a)	 	Unless a contrary indication appears in a
Finance Document, the Agent shall (i) exercise any right, power,
authority or discretion vested in it as Agent in accordance with any
instructions given to it by the Required Lenders (or, if so instructed
by the Required Lenders, refrain from
exercising any right, power, authority or discretion vested in it
as Agent) and (ii) not be liable for any act (or omission) if it
acts in accordance with an instruction of the Required Lenders.
	 
	 	(b)	 	Unless a contrary indication appears in a
Finance Document, any instructions given by the Required Lenders will
be binding on all the Finance Parties.
	 
	 	(c)	 	The Agent may refrain from acting in
accordance with the instructions of the Required 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
Required Lenders (or, if appropriate, the Lenders) the Agent may act
(or refrain from acting) as it considers to be in the best interest of
the Lenders.
	 
	 	(e)	 	The 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.






	29.8	 	Responsibility for documentation
	 
	 	 	The Agent:




71(105)









 












	 	(a)	 	is not responsible for the adequacy, accuracy and/or
completeness of any information (whether oral or written) supplied by
the Agent, the Obligors or any other person in or in connection with
any Finance Document; and
	 
	 	(b)	 	is not responsible for the legality, validity,
effectiveness, adequacy or enforceability of any Finance Document or
any other agreement, arrangement or document entered into, made in
anticipation of or in connection with any Finance Document.






	29.9	 	Exclusion of liability






	 	(a)	 	Without limiting litra b) below, subject to Clause 29.3
(Particular duties of the Agent in respect of Eksportfinans) above the
Agent will not be liable for any action taken by it under or in
connection with any Finance Document, unless directly caused by its
gross negligence or wilful misconduct.
	 
	 	(b)	 	No Party (other than the Agent) may take any proceedings
against any officer, employee or agent of the Agent in respect of any
claim it might have against the 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 any officer, employee and agent of the Agent
may rely on this Clause 29.
	 
	 	(c)	 	The Agent will not be liable for any delay (or any related
consequences) in crediting an account with an amount required under
the Finance Documents to be paid by the Agent if the 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 Agent for that purpose.
	 
	 	(d)	 	Nothing in this Agreement shall oblige the 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 Agent that it
is solely responsible for any such checks it is required to carry out
and that it may not rely on any statement in relation to such checks
made by the Agent.






	29.10	 	Lenders’ indemnity to the Agent
	 
	 	 	Each Lender shall (in proportion to its share of the Total Commitments or,
if the Total Commitments are then reduced to zero, to its share of the Total
Commitments immediately prior to their reduction to zero), subject to Clause
29.3 (Particular duties of the Agent in respect of Eksportfinans) above,
indemnify the Agent, within three (3) Business Days of demand, against any
cost, loss or liability incurred by the Agent (otherwise than by reason of
the Agent’s gross negligence or wilful misconduct) in acting as Agent under
the Finance Documents (unless the Agent has been reimbursed by the Borrower
pursuant to a Finance Document).
	 
	29.11	 	Resignation of the Agent






	 	(a)	 	The Agent may resign and appoint one of its affiliates as
successor by giving notice to the other Finance Parties and the
Borrower.





72(105)









 











	 	(b)	 	Alternatively the Agent may, upon prior
written consent of the Borrower, such consent not to be unreasonably
withheld, resign by giving notice to the other Finance Parties and the
Borrower in which case the Required Lenders (after consultation with
the Borrower) may appoint a successor Agent.
	 
	 	(c)	 	If the Required Lenders have not appointed
a successor Agent in accordance with litra b) above within thirty (30)
days after notice of resignation was given, the Agent (after
consultation with the Borrower) may appoint a successor Agent.
	 
	 	(d)	 	The retiring Agent shall, at its own cost,
make available to the successor Agent such documents and records and
provide such assistance as the successor Agent may reasonably request
for the purposes of performing its functions as Agent under the Finance
Documents.
	 
	 	(e)	 	The Agent’s resignation notice shall only take effect upon
appointment of a successor.
	 
	 	(a)	 	Upon the appointment of a successor, the
retiring Agent shall be discharged from any further obligation in
respect of the Finance Documents but shall remain entitled to the
benefit of this Clause 29. Its 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.
	 
	 	(b)	 	After prior written consent of the
Borrower, such consent not to be unreasonably withheld, the Required
Lenders may, by notice to the Agent, require it to resign in accordance
with litra b) above. In this event, the Agent shall resign in
accordance with litra b) above.






	29.12	 	Confidentiality






	 	(a)	 	In acting as agent for the Finance Parties
the Agent shall be regarded as acting through its agency division which
shall be treated as a separate entity from any other of its divisions
or departments.
	 
	 	(b)	 	If information is received by another
division or department of the Agent, it may be treated as confidential
to that division or department and the Agent shall not be deemed to
have notice of it.






	29.13	 	Credit appraisal by the Lenders
	 
	29.13.1	 	Lenders
	 
	 	 	Subject to what is said in Clause 29.13.2 (Eksportfinans) below, without
affecting the responsibility of the Obligors for information supplied by it
or on its behalf in connection with any Finance Document, each Lender
confirms to the 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
(without limitation):






	 	(a)	 	the financial condition, status and nature of the Obligors;




73(105)









 












	 	(b)	 	the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document and any other agreement,
arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document;
and
	 
	 	(c)	 	whether that Lender 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
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.






	29.13.2	 	Eksportfinans






	 	 	Without affecting the responsibility of the Obligors for information
supplied by it or on its behalf in connection with any Finance Document,
Eksportfinans confirms to the 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, except that the Agent will monitor the terms and conditions as
set out in the GIEK Guarantee pursuant to Clause 29.3 (Particular duties of
the Agent in respect of Eksportfinans). The Agent shall not be responsible
for risks in connection with the financial condition, status and nature of
the Obligors.






	29.14	 	Conduct of business of the Finance Parties






	 	 	No provision of this Agreement will;






	 	(a)	 	interfere with the right of any Finance Party to arrange
its affairs (tax or otherwise) in whatever manner it thinks fit;
	 
	 	(b)	 	oblige any Finance Party to investigate or claim any
credit, relief, remission or repayment available to it or to the
extent, order or manner of any claim; or
	 
	 	(c)	 	oblige any Finance Party to disclose any information
relating to its affairs (tax or otherwise) or any computations in
respect of Tax.






	30.	 	SHARING AMONG THE FINANCE PARTIES
	 
	30.1	 	Payment to Finance Parties
	 
	 	 	If a Finance Party (a “Recovering Finance Party”) receives or recovers any
amount from any of the Obligors other than in accordance with Clause 31
(Payment mechanics) and applies that amount to a payment due under the
Finance Documents then:






	 	(a)	 	the Recovering Finance Party shall promptly, within three
(3) Business Days, notify details of the receipt or recovery to the
Agent;
	 
	 	(b)	 	the 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 by or made by the
Agent and distributed in accordance with Clause 31 (Payment
mechanics), without taking account of Tax which would be imposed on
the Agent in relation to the receipt, recovery or distribution; and





74(105)









 











	 	(c)	 	the Recovering Finance Party shall, within
three (3) Business Days of demand by the Agent, pay to the Agent an
amount (the “Sharing Payment”) equal to such receipt or recovery less
any amount which the Agent determines may be retained by the
Recovering Finance Party as its share of any payment to be made, in
accordance with Clause 31.5 (Partial payments).






	30.2	 	Redistribution of payments
	 
	 	 	The Agent shall treat the Sharing Payment as if it had been paid by any of
the Obligors, as the case may be, and distribute it between the Finance
Parties (other than the Recovering Finance Party) in accordance with Clause
31.5 (Partial payments).
	 
	30.3	 	Recovering Finance Party’s rights






	 	(a)	 	On a distribution by the Agent under
Clause 30.2 (Redistribution of payments), the Recovering Finance Party
will be subrogated to the rights of the Finance Parties which have
shared in the redistribution.
	 
	 	(b)	 	If and to the extent that the Recovering
Finance Party is not able to rely on its rights under litra a) above,
the Borrower shall be liable to the Recovering Finance Party for a
debt equal to the Sharing Payment which is immediately due and
payable.






	30.4	 	Reversal of redistribution
	 
	 	 	If any part of the Sharing Payment received or recovered by a Recovering
Finance Party becomes repayable and is repaid by that Recovering Finance
Party, then:






	 	(a)	 	each Finance Party which has received a
share of the relevant Sharing Payment pursuant to Clause 30.2
(Redistribution of payments) shall, upon request of the Agent, pay to
the 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); and
	 
	 	(b)	 	that Recovering Finance Party’s rights of
subrogation in respect of any reimbursement shall be cancelled and the
Borrower will be liable to the reimbursing Finance Party for the amount
so reimbursed.






	30.5	 	Exceptions






	 	(a)	 	This Clause 30 shall not apply to the
extent that the Recovering Finance Party would not, after making any
payment pursuant to this Clause 30, 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
proceedings, if:






	 	(i)	 	it notified that other Finance Party of the legal
proceedings; and




75(105)









 












	 	(ii)	 	that other Finance Party had an opportunity
to participate in those legal or arbitration proceedings but
did do so as reasonably practicable having received notice
and did not take separate legal or arbitration proceedings.






	31.	 	PAYMENT MECHANICS
	 
	31.1	 	Payments to the Agent
	 
	 	 	All payments by the Obligors or a Lender under the Finance Documents,
including but not limited to repayments, interests, guarantee premiums and
fees, shall be made:






	 	(a)	 	to the Agent to its account with such office or bank as
the Agent may from time to
time designate in writing to the relevant Obligor or a Lender for
this purpose; and
	 
	 	(b)	 	for value on the due date at such times and in such funds
as the Agent may specify to
the Party concerned as being customary at the time for settlement
of transactions in the
relevant currency in the place of payment.






	31.2	 	Distributions by the Agent
	 
	 	 	Each payment received by the Agent under the Finance Documents for another
Party shall, subject to Clause 31.3 (Distributions to the Borrower) and
31.4 (Clawback), be made available by the Agent as soon as practicable
after receipt to the Party entitled to receive payment in accordance with
this Agreement, to such account as that Party may notify to the Agent by
not less than five (5) Business Days’ notice.
	 
	31.3	 	Distributions to the Borrower
	 
	 	 	The Agent may (with the consent of the Borrower or in accordance with
Clause 32 (Set-off), apply any amount received by it for the Borrower in
or towards payment (on the date and in the currency and funds of receipt)
of any amount due from the Borrower under the Finance Documents or in or
towards purchase of any amount of currency to be so applied.
	 
	31.4	 	Clawback






	 	(a)	 	Where a sum is to be paid to the Agent under the Finance
Documents for distribution
to another Party, the Agent is not obliged to pay that sum to that
other Party until it
has been able to establish to its satisfaction that it has
actually received that sum.
	 
	 	(b)	 	If the Agent pays an amount to another Party and it
proves to be the case that the
Agent had not actually received that amount, then the Party to
whom that amount was
paid by the Agent shall on demand refund the same amount to the
Agent, together
with interest on that amount from the date of payment to the date
of receipt by the
Agent, calculated by the Agent to reflect its cost of funds.






	31.5	 	Partial payments
	 
	 	 	If the Agent receives a payment that is insufficient to discharge all the
amounts then due and payable by an Obligor under the Finance Documents, the
Agent shall apply that payment towards the obligations of the Obligor under
the Finance Documents in the following order:




76(105)









 












	 	(a)	 	firstly, in or towards payment pro rata of any unpaid fees, costs and
expenses of the Agent under the Finance Documents (except for the Hedging Agreements);
	 
	 	(b)	 	secondly, in or towards payment pro rata of any accrued interest (including
default interest), fee or commissions due but unpaid under this Agreement;
	 
	 	(c)	 	thirdly, in or towards payment pro rata of any principal due but unpaid
under this Agreement;
	 
	 	(d)	 	fourthly, in or towards payment pro rata of any other sum due but unpaid
under the Finance Documents (except for the Hedging Agreements); and
	 
	 	(e)	 	fifthly, in or towards payment pro rata of any other sum due but unpaid
under the Hedging Agreements.






	31.6	 	Application following an Event of Default
	 
	 	 	Following an Event of Default all monies received by the Agent shall be applied in the
following order:






	 	(a)	 	firstly, in respect of all costs and expenses whatsoever incurred in
connection with or incidental to the enforcement;
	 
	 	(b)	 	secondly, in or towards satisfaction of all prior claims (being any claims,
liabilities or debts owed or taking priority in respect of such proceeds over the
Security Interests constituted by the Security Documents) secured in the Finance
Parties’ secured assets;
	 
	 	(c)	 	thirdly, in or towards payment pro rata of all sums owed to the Finance
Parties under the Finance Documents (except for the Hedging Agreements) at the time of
default;
	 
	 	(d)	 	fourthly, in or towards payment pro rata of any other sum due but unpaid
under the Hedging Agreements; and
	 
	 	(e)	 	fifthly, the balance (if any) to the Borrower or to its order.






	31.7	 	No set-off by the Obligors
	 
	 	 	All payments to be made by an Obligor under the Finance Documents shall be calculated and be
made without (and free and clear of any deduction for) set-off or counterclaim.






	31.8	 	Payment on non-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).
	 
	 	(b)	 	During any extension of the due date for payment of any principal or Unpaid
Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate
payable on the original due date.





77(105)









 











	31.9	 	Currency of account
	 
	 	 	The Obligors shall pay:






	 	(a)	 	any amount payable under this Agreement, except as otherwise provided for
herein, it USD; and
	 
	 	(b)	 	all payments of costs and Taxes in the currency in which the same were incurred.






	31.10	 	Exclusion of liability
	 
	 	 	The Lenders shall not be liable for any failure to perform the whole or any part of this
Agreement resulting directly or indirectly from action of any
government or governmental or
local authority, or any general strike, lockout, boycott and blockade
affecting any of the
Lenders or their employees.
	 
	32.	 	SET-OFF
	 
	 	 	A Finance Party may, to the extent permitted by applicable law, set off any matured
obligatior due from any Obligor under the Finance Documents (to the extent beneficially
owned by that Finance Party) against any credit balance on any account that Obligor has with
that Finance Party or against any other obligations owed by that Finance Party to that
Obligor, regardless oi 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 oi exchange in its usual course of business for the
purpose of the set-off.
	 
	33.	 	NOTICES
	 
	33.1	 	Communication in writing
	 
	 	 	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 telefax or letter. Any such notice
or communication addressed as provided in Clause 33.2 (Addresses) will be deemed to be given
or made as follows:






	 	(a)	 	if by letter, when delivered at the address of the relevant Party;
	 
	 	(b)	 	if by telefax, when received






	 	 	 	However, a notice given in accordance with the above but received on a day which is not a
Business Day or after 16:00 hours in the place of receipt will only be deemed to be given at
9:00 hours on the next Business Day in that place.






	33.2	 	Addresses






	 	 	Any communication or document to be made under or in connection with the Finance Documents
shall be made or delivered to the address and telefax number of each Party and marked for the
attention of the department or persons set out below and, in case of any New Lender, to the
address notified to the Agent:




78(105)









 











	 	 	 

	If to the Agent:

	 	Nordea Bank Finland Plc., London branch
	 

	 	8th Floor, City Place House 
	 

	 	55 Basinghall Street 

London EC2V 5NB 
	 

	 	United Kingdom
	 
	 	 
	 

	 	Att.: Loans Administration
	 

	 	Telefax No.: +44 20 7726 9102.
	 
	 	 
	If to the Borrower:

	 	Drillships Holdings Inc.
	 

	 	c/o Dryships Inc.,
	 

	 	80 Kifisias Avenue,
	 

	 	Marousi,
	 

	 	151 25 Athens,
	 

	 	Greece
	 
	 	 
	 

	 	Att: Chief Financial Officer
	 

	 	Telefax No: + 30 2108090575







		 	or any substitute address and/or telefax number and/or marked for such other attention as
the Party may notify to the Agent (or the Agent may notify the other Parties if a change is
made by the Agent) by not less than five (5) Business Days’ prior notice.
	 
	33.3	 	Communication with the Obligors
	 
	 	 	All communication from or to any of the Obligors shall be sent through the Agent.
	 
	33.4	 	Language
	 
	 	 	Communication to be given by one Party to another under the Finance Documents shall be given
in the English language or, if not in English and if so required by the Agent, be
accompanied by a certified English translation and, in this case, the English translation
shall prevail unless the document is a statutory or other official document.
	 
	33.5	 	Electronic communication






	 	(a)	 	Any communication to be made between the Agent, a Lender and an Obligor under
or in connection with the Finance Documents may be made by electronic mail or other
electronic means, if the Agent, the relevant Lender and the relevant Obligor (as the
case may be):






	 	(i)	 	agree that, unless and until notified to the contrary, this
is to be an accepted form
of communication;
	 
	 	(ii)	 	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
	 
	 	(iii)	 	notify each other of any change to their address or any
other such information
supplied by them.




79(105)









 












	 	(b)	 	Any electronic communication made between the Agent, a
Lender and an Obligor will be effective only when actually received
in readable form and in the case of any electronic communication made
by a Lender or an Obligor to the Agent only if it is addressed in
such a manner as the Agent shall specify for this purpose.






	34.	 	CALCULATIONS
	 
	 	 	All sums falling due by way of interest, fees and commissions under the
Finance Documents accrue from day-to-day and shall be calculated on the
basis of the actual number of days elapsed and a calendar year of 360
days. The calculations made by the Agent of any interest rate or any
amount payable pursuant to this Agreement shall be conclusive and binding
upon the Obligors in the absence of any manifest error.
	 
	35.	 	MISCELLANEOUS
	 
	35.1	 	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 nor the legality, validity or enforceability of such
provisions under any law of any other jurisdiction will in any way be
affected or impaired.
	 
	35.2	 	Remedies and waivers
	 
	 	 	No failure to exercise, nor any delay in exercising on the part of any
Finance Party, any right or remedy under the Finance Documents shall
operate as a waiver, nor shall any single or partial exercise of any right
or remedy 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.
	 
	35.3	 	Amendments and waivers
	 
	35.3.1	 	Required consents






	 	(a)	 	Subject to Clause 35.3.2 (Exceptions), any term of the
Finance Documents may be
amended or waived only with the written consent of the Required
Lenders, the
Obligors and any such amendment will be binding on all Parties.
	 
	 	(b)	 	The Agent may effect, on behalf of any Finance Party, any
amendment or waiver
permitted by this Clause 35.3.






	35.3.2	 	Exceptions






	 	(a)	 	An amendment to or waiver that has the effect of changing or which relates to:






	 	(i)	 	the definition of “Required Lenders”;
	 
	 	(ii)	 	an extension of the date of any payment of
any amount under the Finance
Documents;
	 
	 	(iii)	 	a reduction in the Applicable Margin or a
reduction in the amount of any
payment of principal, interest, fees or commission payable;





80(105)









 











	 	(iv)	 	an increase in or extension of any Lenders’ Commitment;
	 
	 	(v)	 	a term of the Finance Documents which expressly requires
the consent of all the
Lenders;
	 
	 	(vi)	 	a proposed substitution or replacement of any of the Obligors;
	 
	 	(vii)	 	Clause 2.2 (Finance parties’ rights and obligations);
	 
	 	(viii)	 	a release of any Guarantor(s), any guarantee(s) provided by any
Guarantor(s)
pursuant to this Agreement or any Security Interest under any Security
Document; and/or
	 
	 	(ix)	 	this Clause 35.3,
	 
	 	shall not be made without the prior written consent of all the Lenders.






	 	(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 25.3 (Insurance); and
	 
	 	(ii)	 	Clause 27 (Recourse Requirements and Rights of Subrogation);
	 
	 	 	 	shall, in addition to consent of the Required Lenders, not be made without the
prior written consent of Eksportfinans.






	 	(c)	 	An amendment or waiver which relates to the rights or obligations of the
Agent may
not be effected without the consent of the Agent.






	35.3.3	 	Replacement of Lender






	 	(a)	 	If at any time any Lender becomes a Non-Consenting Lender (as defined in
paragraph (c) below), then the Borrower may (for its own cost), on ten (10) Business
Days’ prior written notice to the Agent and such Lender, replace such Lender by
requiring such Lender to (and such Lender shall) transfer pursuant to Clause 28.2
(Assignment and transfers by the Lenders) all (and not part only) of its rights and
obligations under this Agreement to a Lender or other bank, financial institution,
trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which
is acceptable to the Agent (acting reasonably).
	 
	 	(b)	 	The replacement of a Lender pursuant to this Clause shall be subject to the
following conditions:






	 	(i)	 	the Borrower shall have no right to replace the Agent;
	 
	 	(ii)	 	neither the Agent nor the Lender shall have any obligation
to the Borrower to
find a Replacement Lender;
	 
	 	(iii)	 	the replacement must take place no later than ten (10)
days after the date the
Non-Consenting Lender notifies the Borrower and the Agent of its failure or




81(105)









 












	 	 	 	refusal to give a consent in relation to, or agree to any waiver or
amendment to the Finance Documents requested by the Borrower; and






	 	(iv)	 	in no event shall the Lender replaced under this paragraph
(b) be required to pay or surrender to such Replacement Lender any of the fees
received by such Lender pursuant to the Finance Documents.






	 	(c)	 	In the event that:






	 	(i)	 	the Borrower or the Agent (at the request of the
Borrower) has requested the
Lenders to give a consent in relation to, or to agree to a waiver or
amendment of,
any provisions of the Finance Documents;
	 
	 	(ii)	 	the consent, waiver or amendment in question requires the
approval of all the
Lenders; and
	 
	 	(iii)	 	the Required Lenders have consented or agreed to such waiver or
amendment,






	 	 	 	then any Lender who does not and continues not to consent or agree to such waiver
or amendment shall be deemed a “Non-Consenting Lender”.






	35.4	 	Disclosure of information and confidentiality
	 
	 	 	Each of the Finance Parties may disclose to each other or to their professional advisers any
kind of information which the Finance Parties have acquired under or in connection with any
Finance Document. The Parties are obliged to keep confidential all information in respect of
the terms and conditions of this Agreement. This confidentiality obligation shall not apply
to any information which:






	 	(a)	 	is publicised by a Party as required by applicable laws and regulations;
	 
	 	(b)	 	has entered the public domain or is publicly known, provided that such
information is
not made publicly known by the receiving Party of such information; or
	 
	 	(c)	 	was or becomes, as the Party is able to demonstrate by supporting
documents,
available to such Party on a non-confidential basis prior to the disclosure thereof.






	35.5	 	Process Agent
	 
	 	 	Each Obligor hereby irrevocably:






	 	(a)	 	appoints Ocean Rig AS of Vestre Svanholmen nr. 6 Forus, 4313, Sandnes,
Norway,
with postal address P.O.Box 409, 4067 Stavanger, Norway (organisation no.
938420718) as its agent for the service of process and/or any other writ, notice,
order
or judgment in respect of this Agreement and/or the matters arising herefrom.
	 
	 	(b)	 	agrees that failure by such process agent to notify the Agent of the
process will not
invalidate the proceedings concerned.






	 	 	If any process agent appointed pursuant to this Clause 35.5 (Process Agent) (or any successor
thereto) shall cease to exist for any reason where process may be served, the Obligor will




82(105)









 






	 	 	forthwith appoint another process agent with an office in Norway where process may be
served and will forthwith notify the Agent thereof.






	35.6	 	Conflict
	 
	 	 	In case of conflict between the Security Documents and this Agreement, the provisions of
this Agreement shall prevail, provided however that this will not in any way be interpreted
or applied to prejudice the legality, validity or enforceability of any Security Document.
	 
	36.	 	GOVERNING LAW AND JURISDICTION
	 
	36.1	 	Governing law
	 
	 	 	This Agreement shall be governed by Norwegian law.
	 
	36.2	 	Jurisdiction






	 	(a)	 	For the benefit of each Finance Party, each of the Obligors agrees that the
courts of Oslo, Norway, have jurisdiction to settle any disputes arising out of or in
connection with the Finance Documents including a dispute regarding the existence,
validity or termination of this Agreement, and each of the Obligors accordingly submits
to the non-exclusive jurisdiction of the Oslo District Court (Oslo tingreti).
	 
	 	(b)	 	Nothing in this Clause 36.2 shall limit the right of the Finance Parties to
commence proceedings against any of the Obligors in any other court of competent
jurisdiction. To the extent permitted by law, the Finance Parties may take concurrent
proceedings in any number of jurisdictions.





*    *    *





83(105)











 





SIGNATORIES:




	 	 	 	 	 
	The Borrower:





Drillships Holdings Inc.

 	 
	By:  	/s/ DIMITRIOS GLYNOS
 	 
	 	Name:  	DIMITRIOS GLYNOS 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	The Guarantors:



DryShips Inc.

 	 
	By:  	/s/ DIMITRIOS GLYNOS
 	 
	 	Name:  	DIMITRIOS GLYNOS 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	Ocean Rig UDW Inc.

 	 
	By:  	/s/ DIMITRIOS GLYNOS
 	 
	 	Name:  	DIMITRIOS GLYNOS 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	Drillship Hydra Shareholders Inc.

 	 
	By:  	/s/ DIMITRIOS GLYNOS
 	 
	 	Name:  	DIMITRIOS GLYNOS 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	Drillship Hydra Owners Inc.

 	 
	By:  	/s/ DIMITRIOS GLYNOS
 	 
	 	Name:  	DIMITRIOS GLYNOS 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	Drillship Paros Shareholders Inc.

 	 
	By:  	/s/ DIMITRIOS GLYNOS
 	 
	 	Name:  	DIMITRIOS GLYNOS 	 
	 	Title:  	ATTORNEY IN FACT 	 



84(105)









 







	 	 	 	 	 
	Drillship Paros Owners Inc.

 	 
	By:  	/s/ DIMITRIOS GLYNOS
 	 
	 	Name:  	DIMITRIOS GLYNOS 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	Eksportfinans:

Eksportfinans ASA

 	 
	By:  	/s/ Ida Marie Huitfeldt Ødegaard
 	 
	 	Name:  	Ida Marie Huitfeldt Ødegaard

Advokatfullmektig 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	As Agent, Bookrunner and Mandated Lead Arranger:

Nordea Bank Finland Plc., London Branch

 	 
	By:  	/s/ Ida Marie Huitfeldt Ødegaard
 	 
	 	Name:  	Ida Marie Huitfeldt Ødegaard

Advokatfullmektig 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	As Commercial Lender:

Nordea Bank Norge ASA

 	 
	By:  	/s/ Ida Marie Huitfeldt Ødegaard
 	 
	 	Name:  	Ida Marie Huitfeldt Ødegaard

Advokatfullmektig 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	As Commercial Lender, Mandated Lead Arranger and Bookrunner:

ABN AMRO Bank N.V., Oslo Branch

 	 
	By:  	/s/ Ida Marie Huitfeldt Ødegaard
 	 
	 	Name:  	Ida Marie Huitfeldt Ødegaard

Advokatfullmektig 	 
	 	Title:  	ATTORNEY IN FACT 	 



85(105)









 











	 	 	 	 	 
	As Hedge Counterparty:

ABN AMRO Bank N.V.

 	 
	By:  	/s/ Ida Marie Huitfeldt Ødegaard
 	 
	 	Name:  	Ida Marie Huitfeldt Ødegaard

Advokatfullmektig 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	As Commercial Lender and Mandated Lead Arranger:

DVB Bank SE Nordic Branch

 	 
	By:  	/s/ Ida Marie Huitfeldt Ødegaard
 	 
	 	Name:  	Ida Marie Huitfeldt Ødegaard

Advokatfullmektig 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	AS Commercial Lender and Co-Arranger:

Deutsche Bank AG Filiale Deutschlandgeschäft

 	 
	By:  	/s/ Ida Marie Huitfeldt Ødegaard
 	 
	 	Name:  	Ida Marie Huitfeldt Ødegaard

Advokatfullmektig 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	As Commercial Lender:

National Bank of Greece S.A.

 	 
	By:  	/s/ Ida Marie Huitfeldt Ødegaard
 	 
	 	Name:  	Ida Marie Huitfeldt Ødegaard

Advokatfullmektig 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 
	As Commercial Lender:

Swedbank AB(publ)

 	 
	By:  	/s/ Ida Marie Huitfeldt Ødegaard
 	 
	 	Name:  	Ida Marie Huitfeldt Ødegaard

Advokatfullmektig 	 
	 	Title:  	ATTORNEY IN FACT 	 
	 




86(105)











 






Schedule 1




Lenders and Commitments



	 	 	 	 	 	 	 
	Lenders:	 	Contact details:	 	Commitments in USD
	Commercial Lenders
	 
	Nordea Bank Norge ASA

	 	Postboks 1166 Sentrum 
 0107 Oslo

Norway


Att: Shipping, Oil Services and Offshore
	 	Corcovado Facility:

Olympia Facility:



Commitment:
	 	101,250,000

101,250,000


202,500,000
	 

	 	
Fax +47 22 48 66 68	 	 	 	 
	 
	 	 	 	 	 	 
	ABN AMRO Bank N.V., Oslo Branch

	 	Olav V’s gate 5,

N-0161 Oslo,

Norway 


Att: Bjørn Flaate, Kari

Trondsen, Nicolai

Andersen


Tel.no: +47 23 11 49 50

	 	Corcovado Facility:

Olympia Facility:


Commitment
	 	68,750,000 

68,750,000


137,500,000
	 

	 	Fax.no: +47 23 11 49 40	 	 	 	 
	 
	 	 	 	 	 	 
	DVB Bank SE Nordic Branch

	 	Strandgaten 18

5013 Bergen 

Norway


Att: Philip Frøyland


Tel.no: +47 23 01 22 04

Fax.no: +47 23 01 22 64
	 	Corcovado Facility:

Olympia Facility:



Commitment
	 	0,000,000

50,000,000


100,000,000
	 
	 	 	 	 	 	 
	Deutsche Bank AG Filiale Deutschlandgeschäft

	 	Ludwig-Erhard — Strasse I

20459 Hamburg,

Germany


Att: Carola-Maria Roth /

Dirk Niedereichholz



Tel.no: +49-40-3701-4334
/ +49-40-3701-4639

Fax.no: +49-40-3701-4649





	 	Corcovado Facility:

Olympia Facility:


Commitment
	 	25,000,000

25,000,000


50,000,000
	National Bank of Greece S.A.

	 	75 King William Street,

London EC4N 7BE,

United Kingdom 



Att: I. Kamarinos/K.
Bonatis/ C. Mitou


Tel.no: +30210-518 1389/ 1386/0221

Fax.no: +30210-518 1400
	 	Corcovado Facility:

Olympia Facility:


Commitment
	 	15,000,000 

15,000,000


30,000,000
	 
	 	 	 	 	 	 






87(105)









 







	 	 	 	 	 	 	 
	Lenders:	 	Contact details:	 	Commitments in USD
	Swedbank AB (publ)

	 	c/o Swedbank Norge,

PO Box 1441 Vika,

N-0115 Oslo,

Norway


Att: Johan Erland / Martin Bergsli

Tel.no: +47 23 11 62 00
	 	Corcovado Facility:

Olympia Facility:


Commitment
	 	15,000,000

15,000,000


30,000,000
	 
	 	 	 	 	 	 
	Eksportfinans

	Eksportfinans ASA

	 	Eksportfinans 

Dronning Mauds gate 15

Postboks 1601 Vika

N-0119 Oslo

Norway


Att: Marie Sørlie/Tobias Hvinden



Tel.no: +47 22 01 22 01 

Fax: +47 22 01 22 02
	 	Eksportfinans GIEK
 Corcovado Facility:



Eksportfinans GIEK 
 Olympia Facility:


Commitment:
	 	$125,000,000 



$125,000,000




$250,000,000






AGGREGATE FACILITY ALLOCATION (IN USD):




	 	 	 	 	 
	Commercial	 	Eksportfinans GIEK	 	Total
	Facilities	 	Facilities	 	Commitment
	550 000 000
	 	250 000 000
	 	800 000 000






88(105)









 






Schedule 2




Guarantors and Collateral Drillships



Part I




Guarantors:


DryShips Inc., registration no. 11911;



Ocean Rig UDW
Inc., registration no. 27330;



Drillship Hydra
Shareholders Inc., registration no. 25317;



Drillship
Paros Shareholders Inc., registration no. 25318;



Drillship Hydra Owners Inc., registration no. 25315;



Drillship Paros Owners Inc., registration no. 25316.




Part II




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Charter Contracts	 	 	 	 
	 	 	 	 	and Contractor	 	 	 	 
	DRILLSHIP	 	Drillship Owner and	 	Structure, contract	 	 	 	 
	(Name, type and	 	Intra-Group	 	date, dayrate in USD	 	Built and Ship	 	Market Value
	IMO number)	 	Charterer	 	and Options	 	Registry	 	in USD
	Ocean Rig Corcovado

	 	Drillship
Owner:
Drillship Hydra
Owners Inc., Marshall
Islands
	 	USD 560,000 per day

with redelivery in

Q4 2011
	 	Delivered from the
Yard in January 2011
	 	 	700,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	IMO number 9472995







Ocean Rig 

Olympia

	 	Intra-Group
Charterer:
Ocean Rig Corcovado
Greenland Operations


Inc.



Drillship Owner:

Drillship Paros
Owners Inc., Marshall
Islands
	 	Contractor:

 Ref:
Capricorn Greenland
Exploration 1
Limited (a
subsidiary of Cairn
Energy Plc) 

USD
415,000 per day with
redelivery in Q2
2012
	 	Marshall Island Flag 








Delivered from the
Yard 30 March 2011
	 	 	








700,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	IMO number 9473004

	 	Intra-Group
Charterer: Ocean Rig
Olympia Ghana
Operations Ltd.
	 	Contractor:


Vanco Ghana Ltd. and
Vanco Cote D’lvoire
Ltd (being
subsidiaries of
Vanco Overseas
Energy Limited)
	 	Marshall Island Flag	 	 	 	 






89(105) 









 






Schedule 3




Conditions Precedent



(Conditions Precedent to First Utilisation Date)





	1	 	CORPORATE AUTHORISATION
	 
	1.1	 	In respect of the Borrower:






	 	(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, the Finance Documents to which it is a party; and
	 
	 	(ii)	 	the authorisation of its appropriate officer or officers or other representatives to
execute the Finance Documents and any other documents necessary for the
transactions contemplated by the Finance Documents, on its behalf; and
	 
	 	(iii)	 	attaching certified true copies of valid proof of identity in respect of the persons
signing the Finance Documents 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. and including, but not limited to confirmations (both
on an individual basis and for the Restricted Group taken as a whole) on solvency both
before and after the incurrence of the indebtedness under the Finance Documents.






	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 Guarantor
evidencing:






	 	(i)	 	the approval of the terms of, and the transactions contemplated by, the
Finance Documents to which it is a party (including, but not limited to the
registration of the Mortgages); and




90(105) 









 






	 	(ii)	 	the authorisation of its appropriate officer or officers or other
representatives to execute the Finance Documents and any other documents necessary for the
transactions contemplated by the Finance Documents, on its behalf; and
	 
	 	(iii)	 	attaching certified true copies of valid proof of identity in respect of the persons
signing the Finance Documents 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. and including, but not limited to confirmations on
solvency both before and after the incurrence of the indebtedness under the Finance
Documents.






	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 the
Finance Documents 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 the Finance
Documents






	3	 	THE DRILLSHIPS
	 
	 	 	In respect of each of the Drillships (unless otherwise indicated):






	 	(a)	 	Reports on the Market Value not being older than three (3) months before the date
of this Agreement of each Drillship obtained in accordance with the terms of this
Agreement;
	 
	 	(b)	 	Satisfactory searches in maritime registries, including, but not limited evidence
(by way of transcript of registry) that Ocean Rig Olympia is provisionally registered in
the name of the relevant Drillship Owner in the relevant Ship Registry, that the
Mortgage has been, or will in connection with the First Utilisation Date be, executed
and recorded with its intended first priority against Ocean Rig Olympia and that no
other encumbrances, maritime liens, mortgages or debts whatsoever are registered against
Ocean Rig Olympia;
	 
	 	(c)	 	Satisfactory searches in maritime registries, including, but not limited evidence
(by way of transcript of registry) that Ocean Rig Corcovado is provisionally registered
in the name of the relevant Drillship Owner in the relevant Ship Registry, that the
Mortgage has been, or will in connection with the First Utilisation Date be, executed
and recorded with its intended first priority against Ocean Rig Corcovado and that no
other encumbrances, maritime liens, mortgages or debts whatsoever are registered against
Ocean Rig Corcovado;
	 
	 	(d)	 	Evidence (in the form of copy of the Charter Contract and, in relation to Ocean
Rig Corcovado, evidence of payment received under the Charter Contract) that each
Drillship has been employed pursuant to the relevant Charter Contract;




91(105) 









 






	 	(e)	 	An updated class certificate related to each Drillship from the relevant
classification society, confirming that each Drillship is classed with the highest class
in accordance with Clause 25.6 (Classification and repairs), free of extensions and
overdue recommendations; and
	 
	 	(f)	 	Evidence and copies of (i) the technical management agreement for each Drillship,
(ii) documents of compliance with the ISM Code and ISPS Code, (iii) bareboat charter (to
be delivered after the First Utilisation Date), the Charter Contracts as well as other
charter agreements for the Drillships and service contracts relating thereto (if any),
(iv) all kind of guarantees related to such Charter Contracts, service contracts or
other agreements (if any).






	4	 	FINANCE DOCUMENTS
	 
	 	 	In addition to the Mortgages as set out in Clause 3 (b) and (c) of this Schedule 3, each of
the Finance Documents, duly signed by all the relevant parties thereto together with evidence
of that the security created thereunder is legally perfected on first priority in accordance
with the terms of each of the Finance Documents and applicable laws including, but not
limited to:






	 	(a)	 	This Agreement;
	 
	 	(b)	 	The Assignment of Earnings subject to the existing agreement with the end-users
and no acknowledgement from such end-users of the assignment;
	 
	 	(c)	 	The Assignment of Earnings Accounts;
	 
	 	(d)	 	The Assignment of Minimum Cash Accounts;
	 
	 	(e)	 	The Assignment of Insurances, including certificates from insurers and/or
insurance brokers evidencing that the Security Interest in the insurance policies have
been or will be noted in accordance with the relevant notices;
	 
	 	(f)	 	The Share Charges, together with original share certificates, stock powers,
undated directors’ letters of resignation and irrevocable proxies (it being understood
that the original share certificates in relation to the share charge over the shares in
Drillship Hydra Owners Inc. will be delivered on the First Utilisation Date);
	 
	 	(g)	 	The Fee Letters;
	 
	 	(h)	 	Hedging Agreements; and
	 
	 	(i)	 	Any other Finance Document.






	5	 	SPECIFIC EKSPORTFTNANS/GIEK DOCUMENTS






	 	(a)	 	The GIEK Guarantee; and
	 
	 	(b)	 	The requirements by GIEK pursuant to the GIEK Guarantee.




92(105) 









 












	6	 	MISCELLANEOUS






	 	(a)	 	The Utilisation Request at least three (3) Business Days prior to the relevant
Utilisation Date;
	 
	 	(b)	 	Evidence that all fees, costs and expenses referred to in Finance Documents as
payable on or prior to the relevant Utilisation Date, have or will be paid on its due
date;
	 
	 	(c)	 	Evidence that the Process Agent is agreeable to his appointment as process agent
(with the letter from the Process Agent being issued directly after the First
Utilisation Date);
	 
	 	(d)	 	Any Letter of Acceptance of Appointment by any entity (other than the Process
Agent) appointed as process agent on behalf of any Obligor pursuant to any of the
Finance Documents;
	 
	 	(e)	 	The effective interest letter;
	 
	 	(f)	 	The Original Financial Statements;
	 
	 	(g)	 	Insurance Report, including certificates from insurers and/or insurance brokers
relating thereto;
	 
	 	(h)	 	Evidence that Ocean Rig UDW Inc. has filed a Form F-4 Registration Statement with
the Securities and Exchange Commission prior to 15 February 2011, for the purpose
of having its application considered by NASDAQ no later than 30 June 2011;
	 
	 	(i)	 	Evidence of ownership and corporate structure of the Restricted Group; and
	 
	 	(j)	 	“Know your customer” documents and information required by the Lenders.






	7	 	LEGAL OPINIONS






	 	(a)	 	Agreed form of legal opinion from Holland & Knight LLP relating to Marshall
Islands law issues with confirmation that the execution copy will follow as soon as
possible thereafter;
	 
	 	(b)	 	Agreed form of legal opinion from Watson, Farley & Williams LLP relating to
English law with confirmation that the execution copy will follow as soon as possible
thereafter;
	 
	 	(c)	 	Agreed legal form of opinion from NautaDutilh N. V. relating to Dutch law with
confirmation that the execution copy will follow as soon as possible thereafter;
	 
	 	(d)	 	Agreed form of legal opinion from Bugge, Arentz-Hansen & Rasmussen relating to
Norwegian law issues with confirmation that the execution copy will follow as soon as
possible thereafter; and
	 
	 	(e)	 	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.




93(105) 









 











Schedule 4 




Form of Utilisation Request



	 	 	 

	To:

	 	Nordea Bank Finland Plc., London Branch, as Agent
	 
	 	 
	From:

	 	Drillships Holdings Inc.
	 
	 	 
	Date:

	 	[                                          ]





DRILLSHIPS HOLDINGS INC. — USD 800,000,000 SENIOR SECURED CREDIT FACILITY AGREEMENT DATED 15
APRIL 2011 (THE “AGREEMENT”)



We refer to Clause 5.1 (Delivery of a Utilisation Request) of the Agreement. Terms defined in the
Agreement shall have the same meaning when used in this Utilisation Request.





	 	(a)	 	You are hereby irrevocably notified that we wish to make the following
[Commercial Facility Loan/ Eksportfinans GIEK Facility Loan]:
	 
	 	(b)	 	Proposed Utilisation Date:     [           ]


Principal Amount:                   [           ]


Interest Period:                        [           ]
	 
	 	(c)	 	The proceeds of the Utilisation shall be credited to [•] [insert name and number
of account].
	 
	 	(d)	 	We confirm that, as of the date hereof (i) each condition specified in Clause 4
(Conditions Precedent) of the Agreement is satisfied; (ii) each of the representations
and warranties set out in Clause 20 (Representations and warranties) of the Agreement is
true and correct; and (iii) no event or circumstances has occurred and is continuing
which constitute or may constitute a Default or an Event of Default.





	 	 	 	 	 
	 	Yours sincerely 

for and on behalf of 
Drillships Holdings Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[authorised officer] 	 



94(105)









 







	 	 	 	 	 



Schedule 5




Form of Compliance Certificates



Part I




	 	 	 

	To:

	 	Nordea Bank Finland Plc., London Branch, as Agent
	 
	 	 
	From:

	 	Drillships Holdings Inc. and Ocean Rig UDW Inc.
	 
	 	 
	Date:

	 	[•] [To be delivered no later than hundred and twenty (120)/sixty (60) days after each
reporting date]





DRILLSHIPS HOLDINGS INC. — USD 800,000,000 SENIOR SECURED CREDIT FACILITY AGREEMENT DATED 15 APRIL
2011 (THE “AGREEMENT”)



We refer to the Agreement. Terms defined in the Agreement shall have the same meaning when used in
this Compliance Certificate.



We confirm that as at [•] [insert relevant reporting date]:





	1.1	 	Minimum Cash and Cash Equivalent
	 
	 	 	The Cash and Cash Equivalent of the Ocean Rig Group was [•]and [•] for the Borrower, while
the minimum Cash and Cash Equivalent required for the Ocean Rig Group is USD [•] and [•] for
the Borrower.
	 
	1.2	 	Leverage Ratio
	 
	 	 	The Leverage Ratio of the Ocean Rig Group was [                     ] while the Leverage Ratio is
required not to exceed [•].
	 
	1.3	 	Equity Ratio
	 
	 	 	The Equity Ratio of the Ocean Rig Group was [                      ] while the minimum Equity Ratio
shall be greater than [•].
	 
	1.4	 	Interest Cover Ratio
	 
	 	 	The Interest Cover Ratio of the Ocean Rig Group was [                      ] while the Interest Cover
Ratio shall be [•].
	 
	1.5	 	Current Ratio
	 
	 	 	The Current Ratio of the Ocean Rig Group was [                      ] while the Current Ratio shall be
greater than [•].
	 
	1.6	 	Market Value
	 
	 	 	The Market Value of each of the Drillships, and the Drillships in aggregate is attached as
Appendix 1 hereto while the minimum Market Value shall be higher than [•] of the sum of the
Loans outstanding and the Lenders’ Available Commitments.




95(105) 









 












	1.7	 	No Default
	 
	 	 	We confirm that, as of the date hereof (i) each of the representations and warranties set out
in Clause 20 (Representations and warranties) of the Agreement is true and correct, and (ii)
no event or circumstances has occurred and is continuing which constitute or may constitute a
Default and/or an Event of Default.





	 	 	 	 	 
	 	Yours sincerely 

for and on behalf

of Drillships Holdings Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[authorised officer] 	 
	 
	 	Yours sincerely 
for and on behalf

of Ocean Rig UDW Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[authorised officer] 	 



96(105) 









 






	 	 	 	 	 



Part II




	 	 	 

	To:

	 	Nordea Bank Finland Plc., London Branch, as Agent
	 
	 	 
	From:

	 	Dryships Inc.
	 
	 	 
	Date:

	 	[•] [To be delivered on a semi-annual basis]





DRILLSHIPS HOLDINGS INC. — USD 800,000,000 SENIOR SECURED CREDIT FACILITY AGREEMENT DATED 15 APRIL,
2011 (THE “AGREEMENT”)



We refer to the Agreement. Terms defined in the Agreement shall have the same meaning when used in
this Compliance Certificate.



We confirm that as at [•] [insert relevant reporting date]:





	1.1	 	Minimum liquidity
	 
	 	 	The immediately freely available and unencumbered bank or cash balances of the Shareholder
Guarantor were USD [•], while the minimum immediately freely available and unencumbered bank
or cash balances required is USD [•].
	 
	1.2	 	Interest Cover Ratio
	 
	 	 	The Interest Cover Ratio was [•], while the Interest Cover Ratio shall not be less than [•].
	 
	1.3	 	Market Adjusted Equity Ratio
	 
	 	 	The Market Adjusted Equity Ratio was [•], while the Market Adjusted Equity Ratio shall not be less than [•].
	 
	1.4	 	Market Value Adjusted Net Worth
	 
	 	 	The Market Value Adjusted Net Worth was [•], while the Market Value Adjusted Net Worth shall
not be less than USD [•].





Yours sincerely

for and on behalf of

Dryships Inc.




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[authorised officer] 	 



97(105) 









 






	 	 	 	 	 



Schedule 6




Form of Transfer Certificate



	 	 	 

	To:

	 	Nordea Bank Finland Plc., London Branch, as Agent
	 
	 	 
	From:

	 	[•] (the “Existing Lender” and [•] (the “New Lender”)
	 
	 	 
	Date:

	 	[•]





DRILLSHIPS HOLDINGS INC. — USD 800,000,000 SENIOR SECURED CREDIT FACILITY AGREEMENT
DATED 15 APRIL 2011 (THE “AGREEMENT”)



We refer to the Agreement. Terms defined in the Agreement have the same meaning in
this Transfer Certificate unless given a different meaning in this Transfer
Certificate.



With reference to Clause 28 (Changes to the Parties):





	(a)	 	The Existing Lender, in its capacity as Lender under the Agreement,
confirms that it participates with [ ] of the [SPECIFY WHICH FACILITY]
being [                      ] per cent of the Total Commitments.
	 
	(b)	 	The Existing Lender hereby transfers to the New Lender [           ] per cent
of the Total Commitments as specified in the Schedule hereto, and of the
equivalent rights and interest in all Finance Documents, and the New
Lender hereby accepts such transfer from the Existing Lender in accordance
with the terms set out herein and Clause 28 (Changes to the Parties) of
the Agreement and assumes the same obligations to the other Finance
Parties as it would have been under if it was an original Lender.
	 
	(c)	 	The Transfer Date is [       ].
	 
	(d)	 	The New Lender confirms that it has received a copy of the
Agreement, together with such other information as it has required in
connection with this transaction. The New Lender expressly acknowledges
and agrees to the limitations on the Existing Lender’s responsibility set
out in Clause 28.4 (Limitations of responsibility of Existing Lenders) of
the Agreement.
	 
	(e)	 	The New Lender hereby undertakes to the Existing Lender and the
Borrower that it will perform in accordance with the terms and conditions
of the Agreement all those obligations which will be assumed by it upon
execution of this Transfer Certificate.
	 
	(f)	 	The address, telefax number and attention details for notices, as
well as the account details of the New Lender, are set out in the
Schedule.
	 
	(g)	 	This Transfer Certificate is governed by Norwegian law, with Oslo
District Court (Oslo tingrett) as legal venue.




98(105) 









 













The Schedule




Commitments/rights and obligations to be transferred





	 	I 	Existing Lender:           [     ]
	 
	 	II 	New Lender:               
 [     ]
	 
	 	III 	Specify which Facility: [     ]
	 
	 	III 	Total Commitments of Existing Lender: USD [     ]
	 
	 	IV 	Aggregate amount transferred:           
    USD [     ]
	 
	 	V 	Total Commitments of New Lender:
      USD [     ]
	 
	 	VI 	Transfer Date: [     ]





Administrative Details / Payment Instructions of New Lender




Notices to New Lender:




[                 ]




[                 ]




Att: [                 ]




Telefax no: + [                ]



[Insert relevant office address, telefax number and attention details for notices and payments to
the New Lender.]



Account details of New Lender: [Insert relevant account details of the New Lender.]




	 	 	 	 	 	 	 	 	 	 	 

	Existing Lender:	 	 	 	New Lender:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[•]

	 	 	 	 	 	[•]	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 


	 	 
	 

	 	Name: 	 	 	 	 	 	Name: 	 	 
	 

	 	Title: 
	 	 	 	 	 	Title: 	 	 





This Transfer Certificate is accepted and agreed by the Agent and the Transfer Date is confirmed as [].



Agent:



Nordea Bank Finland Plc., London Branch




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



99(105)









 






	 	 	 	 	 



Schedule 7




Repayments



(ALL AMOUNTS IN USD)



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Ocean Rig Corcovado	 	 	 	 
	#	 	In Total	 	 	Eksportfinans Corcovado Giek Facility	 	 	Commercial Facility	 
	1
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	2
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	3
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	3,729,167	 
	4
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	5
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	6
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	7
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	8
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	9
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	10
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	11
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	12
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	13
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	14
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	15
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	16
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	17
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	18
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	19
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	20
	 	$	241,666,654	 	 	$	75,520,827	 	 	$	166,145,827	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	$	400,000,000	 	 	$	125,000,000	 	 	$	275,000,000	 
	 
	 	 	 	 	 	 	 	 	 






100(105) 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Ocean Rig Olympia	 	 	 	 
	#	 	In Total	 	 	Eksportfinans Giek Facility	 	 	Commercial Facility	 
	1
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	2
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	3
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	4
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	5
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	6
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	7
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	8
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	9
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	10
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	11
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	12
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	13
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	14
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	15
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	16
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	17
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	18
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	19
	 	$	8,333,334	 	 	$	2,604,167	 	 	$	5,729,167	 
	20
	 	$	241,666,654	 	 	$	75,520,827	 	 	$	166,145,827	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	$	400,000,000	 	 	$	125,000,000	 	 	$	275,000,000	 
	 
	 	 	 	 	 	 	 	 	 






101(105)









 













102(105)









 








Schedule 9




Mandatory Cost Formula




	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 relevant 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 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
Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant 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 the European
Economic Area will be the percentage notified by that Lender to the Agent. This percentage
will be certified by that Lender in its notice to the Agent to be its reasonable determination
of the cost (expressed as a percentage of that Lender’s participation in all Loans made from
that facility office) of complying with the relevant minimum reserve requirements 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 Agent as follows:





	 	 	 	 	 

	 

	 	E X  0.01	 	 
	 

	 	 

300
	 	per cent, per annum.







	 	 	Where:
	 
	 	 	E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by
the Reference Banks to the Agent pursuant to paragraph 7 below and expressed in pounds per
£1,000,000.
	 
	5.	 	For the purposes of this Schedule:
	 
	 	 	Eligible Liabilities and Special Deposits have the meanings given to them from time to time
under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of
England;
	 
	 	 	Fees Rules means the rules on periodic fees contained in the FSA Supervision 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;




103(105)









 












	 	 	Fee Tariffs means the fee tariffs specified in the Fees Rules under the activity group A.1
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
	 
	 	 	Tariff Base has the meaning given to it in, and will be calculated in accordance with, the
Fees Rules.
	 
	6.	 	If requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the 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 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.	 	Each Lender shall supply any information required by the 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:






	 	(a)	 	the jurisdiction of its facility office; and
	 
	 	(b)	 	any other information that the Agent may reasonably require for such purpose.






	 	 	Each Lender shall promptly notify the Agent of any change to the information provided by it
pursuant to this paragraph.
	 
	8.	 	The rates of charge of each Reference Bank for the purpose of E above shall be determined by
the Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and
on the assumption that, unless a Lender notifies the 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 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,
6 and 7 above is true and correct in all respects.
	 
	10.	 	The 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, 6 and 7
above.
	 
	11.	 	Any determination by the 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 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




104(105)









 






	 	 	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.






105(105)