Supplemental Agreement, dated September 17, 2008



 Exhibit 4.52 
 Execution Version 
 SUPPLEMENTAL AGREEMENT

 17 SEPTEMBER 2008 
 DRILLSHIP KITHIRA OWNERS INC. 
 as Owner 
 DEUTSCHE BANK AG, LONDON BRANCH 
 as Bookrunner and Joint Mandated Lead Arranger 
 DEXIA CRÉDIT LOCAL, NEW
YORK BRANCH 
 as Joint Mandated Lead Arranger 
 DEUTSCHE BANK AG, LONDON BRANCH 
 and 
 DEXIA CRÉDIT LOCAL, NEW YORK BRANCH 
 as Swap Banks 
 DEUTSCHE BANK LUXEMBOURG S.A. 
 as Facility Agent 
 and 
 DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT 
 as Security Trustee 
 Relating to 
 US$562,500,000 CREDIT FACILITY AGREEMENT 
 Dated 18 July 2008 

 

 

 Allen & Overy LLP 
 London 







 CONTENTS 
  

					
	 Clause
	  	Page
			
	1.	  	 Definitions and Interpretation
	  	3
	2.	  	 Amendments to the Credit Agreement
	  	3
	3.	  	 Representations and Warranties
	  	4
	4.	  	 Miscellaneous
	  	4
	5.	  	 Further Assurance
	  	4
	6.	  	 Governing Law and Jurisdiction
	  	5
		
	Signatories	  	6








 THIS AGREEMENT is dated 17 September 2008 
 BETWEEN: 
  

	(1)	DRILLSHIP KITHIRA OWNERS INC., a corporation incorporated in the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH 96960 as borrower (the Owner); 

  

	(2)	DEUTSCHE BANK AG, LONDON BRANCH as bookrunner and joint mandated lead arranger and bookrunner (in this capacity the Bookrunner and Joint Mandated Lead
Arranger); 

  

	(3)	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH as joint mandated lead arranger (in this capacity the Joint Mandated Lead Arranger); 


 

	(4)	DEUTSCHE BANK AG, LONDON BRANCH as swap bank (in this capacity a Swap Bank); 

  

	(5)	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH as swap bank (in this capacity a Swap Bank); 

  

	(6)	DEUTSCHE BANK LUXEMBOURG S.A., as facility agent and acting on behalf of the Finance Parties (as defined in the Credit Agreement) (the Facility Agent);
and 

  

	(7)	DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT as security trustee (in this capacity the Security Trustee). 

 WHEREAS: 
  

	(A)	By the credit facility agreement dated 18 July 2008 between, inter alia, the Owner as the Borrower, the financial institutions referred to therein as Lenders,
Deutsche Bank AG, London Branch as Bookrunner and Joint Mandated Lead Arranger, Dexia Crédit Local, New York Branch as Joint Mandated Lead Arranger, Deutsche Bank AG, London Branch and Dexia Crédit Local, New York Branch as Swap Banks,
Deutsche Bank Luxembourg S.A. as the Facility Agent and Deutsche Bank AG Filiale Deutschlandgeschäft as the Security Trustee, (the Credit Agreement), the Lenders have made available to the Owner secured credit facilities up to
US$562,500,000. 

  

	(B)	The Parties wish to amend the Credit Agreement in accordance with the provisions of this Agreement. 

 IT IS AGREED as follows: 
  

	1.	DEFINITIONS AND INTERPRETATION 

 Unless a contrary indication appears, a term used in the Credit Agreement has the same meaning in this Agreement. The principles of construction set out in Clause 1.2 of the Credit Agreement shall have effect as if set out in this
Agreement. 
  

	2.	AMENDMENTS TO THE CREDIT AGREEMENT 

  

	 	(a)	As of and with effect from the date of this Agreement, the definition of Manager under the Credit Agreement will be amended to read as follows:


 “Manager means Ocean Rig AS (whether acting alone or through Cardiff Marine Inc. as provider of
certain administrative services) or such other person in each case approved by the Charterer from time to time and the Facility Agent (acting on the instructions of the Majority Lenders).” 
  

 3 









	 	(b)	As of and with effect from the date of this Agreement, Clause 3.1 (a) of the Credit Agreement will be amended to read as follows: 

 “(a) A Request in respect of any Loan may not be given until the Facility Agent has notified the Owner and the Lenders that it has
received all of the documents and evidence set out in Schedule 2 (Conditions Precedent) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent or that it expects to receive outstanding documents
or evidence on or before the Utilisation Date of such Loan or, in the case of evidence on the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after
the date of service of the relevant Request to the Facility Agent (provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant Utilisation Date (or, in the case of evidence of the
payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which falls one (1) Business Day after the date the Request is served), such outstanding documents or evidence have been received by the
Facility Agent in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification to the Owner and the Lenders promptly upon being so satisfied.” 
  

	 	(c)	As of and with effect from the date of this Agreement, Clause 4.2 (a) (iii) (B) of the Credit Agreement will be amended to read as follows:


  

	 	“(B)	for the second Incidental Vessel Costs Loan, is a date not earlier than 31 October 2008 and for any other Incidental Vessel Costs Loan, is a date falling at least three
(3) months after the previous Incidental Vessel Costs Loan Utilisation Date;” 

  

	3.	REPRESENTATIONS AND WARRANTIES 

 The representations and warranties set out in Clause 14 (Representations and Warranties) of the Credit Agreement are true as if made on the date of this Agreement, in each case as if references to the Credit Agreement are references to the
Credit Agreement, as amended by this Agreement, with reference to the facts and circumstances then existing. 
  

	4.	MISCELLANEOUS 

  

	 	(a)	This Agreement and the Credit Agreement as amended by this Agreement is a Finance Document. 

  

	 	(b)	Subject to the terms of this Agreement, the Credit Agreement will remain in full force and effect and, from the date of this Agreement, the Credit Agreement and this
Agreement will be read and construed as one document. 

  

	5.	FURTHER ASSURANCE 

 Each
of the Parties hereto shall do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. 
  

 4 









	6.	GOVERNING LAW AND JURISDICTION 

 The provisions of Clause 35 (Governing Law) and Clause 36 (Enforcement) of the Credit Agreement shall be incorporated in this Agreement as if they were set out in full in this Agreement and as if references in that Clause to “this
Agreement” are references to this Agreement. 
 This Agreement has been entered into on the date stated at the beginning of
this Agreement. 
  

 5 








 SIGNATORIES 
 DRILLSHIP KITHIRA OWNERS INC. – SUPPLEMENTAL AGREEMENT 
  

			
	Owner

  

			
	/s/ Alexandros Mylonas	  	
	Signed by ALEXANDROS MYLONAS	  	

  

			
	as attorney for
	DRILLSHIP KITHIRA OWNERS INC.
	in the presence of:	 	/s/ Stelios N. Deverakis
		 	STELIOS N. DEVERAKIS
	  
 Witness:
	 	

  

			
	The Bookrunner and Joint Mandated Lead Arranger
		
	By:	 	
	
	as authorised signatory for
	
	DEUTSCHE BANK AG, LONDON BRANCH
	
	The Joint Mandated Lead Arranger
		
	By:	 	
	
	as authorised signatory for
	
	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
	
	The Swap Banks
		
	By:	 	
	
	as authorised signatory for
	
	DEUTSCHE BANK AG, LONDON BRANCH
		
	By:	 	
	
	as authorised signatory for
	
	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH

  


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 SIGNATORIES 
 DRILLSHIP KITHIRA OWNERS INC. – SUPPLEMENTAL AGREEMENT 
  

	
	Owner
	
	 Signed by
 as attorney
for

	 DRILLSHIP KITHIRA OWNERS INC.
 in the presence of:

	
	Witness:

  

			
	The Bookrunner and Joint Mandated Lead Arranger
		
	By:	 	/s/ Illegible                /s/ Illegible
	
	as authorised signatory for
	
	DEUTSCHE BANK AG, LONDON BRANCH

  

			
	The Joint Mandated Lead Arranger
		
	By:	 	
	
	as authorised signatory for
	
	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
	
	The Swap Banks

  

			
	By:	 	/s/ Illegible                /s/ Illegible

  

	
	as authorised signatory for
	
	DEUTSCHE BANK AG, LONDON BRANCH
	
	By:
	
	as authorised signatory for
	
	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH

  

 6 








 SIGNATORIES 
 DRILLSHIP KITHIRA OWNERS INC. – SUPPLEMENTAL AGREEMENT 
  

			
	Owner
	  
 Signed by
 as attorney for

	 DRILLSHIP KITHIRA OWNERS INC.
 in the presence of:

	  
 Witness:


  

			
	The Bookrunner and Joint Mandated Lead Arranger


			
		
	By:	 	

  

			
	as authorised signatory for

  

			
	DEUTSCHE BANK AG, LONDON BRANCH
	
	The Joint Mandated Lead Arranger


			
		
	By:	 	/s/ Daniel Ivanier
		 	DANIEL IVANIER
		 	General Manager


			
	
	as authorised signatory for
	
	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH
	
	The Swap Banks


			
		
	By:	 	


			
	
	as authorised signatory for
	
	DEUTSCHE BANK AG, LONDON BRANCH


			
		
	By:	 	/s/ Daniel Ivanier
		 	DANIEL IVANIER
		 	General Manager


			
	
	as authorised signatory for
	
	DEXIA CRÉDIT LOCAL, NEW YORK BRANCH

  


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	The Facility Agent
	
	acting on its own behalf and on behalf of the Finance Parties


			
		
	By:	 	/s/ Illegible                /s/ Illegible


			
	
	as authorised signatory for
	
	DEUTSCHE BANK LUXEMBOURG S.A.
	
	The Security Trustee


			
		
	By:	 	


			
	
	as authorised signatory for
	
	DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT

  


 7 









			
	The Facility Agent
	
	acting on its own behalf and on behalf of the Finance Parties


			
		
	By:	 	


			
	
	as authorised signatory for
	
	DEUTSCHE BANK LUXEMBOURG S.A.
	
	The Security Trustee


			
		
	By:	 	/s/ Illegible                /s/ Illegible


			
	
	as authorised signatory for
	
	DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT

  


 7