CREDIT FACILITY AGREEMENT DRILLSHIP SKOPELOS OWNERS INC. as Owner DEUTSCHE BANK AG, LONDON BRANCH as Bookrunner and Mandated Lead Arranger VARIOUS FINANCIAL INSTITUTIONS as Lenders DEUTSCHE BANK AG, LONDON BRANCH as Swap Bank and DEUTSCHE BANK...Agreement • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells
Clause Page 1. Interpretation 1 2. Facilities 36 3. Conditions Precedent 37 4. Utilisation 39 5. Repayment 43 6. Prepayment and Cancellation 43 7. Interest 48 8. Terms 50 9. Market Disruption 51 10. Taxes 52 11. Increased Costs 54 12. Accounts 55 13. Payments 61 14. Representations and Warranties 64 15. Information Covenants 71 16. General Covenants 76 17. Insurances 95 18. Default 99 19. Security 104 20. The Administrative Parties 104 21. Evidence and Calculations 110 22. Fees 110 23. Indemnities and Break Costs 110 24. Expenses 114 25. Waiver of Consequential Damages 114 26. Amendments and Waivers 115 27. Changes to the Parties 116 28. Disclosure of Information 119 29. Set-Off 119 30. Pro Rata Sharing 120 31. Severability 121 32. Counterparts 121 33. Notices 121 34. Language 123 35. Governing Law 123 36. Enforcement 123
CONSULTANCY AGREEMENTConsultancy Agreement • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells • London
THIS AGREEMENT with effect from this 1st day of January 2013 by and between OCEAN RIG MANAGEMENT INC. a Marshall Islands corporation having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Company") and VIVID FINANCE LIMITED a company having its registered office at 10 Skopa Street, Nicosia, Cyprus (the "Consultant”).
ADDENDUM No. 3 Dated April 2, 2012 to a Drillship Master Agreement dated November 22, 2010 as novated by a Novation Agreement dated December 30, 2010 and further as amended by an Addendum No. 1 dated May 16, 2011 and further as amended by an Addendum...Ocean Rig UDW Inc. • March 22nd, 2013 • Drilling oil & gas wells
NOW THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Parties hereto hereby agree as follows:
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated as of March 15, 2013 , among OCEAN RIG IRELAND OPERATIONS INC. (the "Guaranteeing Subsidiary"), a subsidiary of Drill Rigs Holdings Inc. (or its permitted successor), a Marshall Islands corporation (the "Company"), the other Guarantors (as defined in the Indenture referred to herein), U.S. Bank National Association, as Trustee under the Indenture referred to below (the "Trustee"), and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent (as defined in the Indenture referred to herein).
AMENDMENT AGREEMENT dated 9 May 2012 to a USD 800,000,000 SENIOR SECURED CREDIT FACILITY AGREEMENT originally dated 15 April 2011 for Drillships Holdings Inc. as Borrower arranged by The banks and financial institutions named therein as Mandated Lead...Amendment Agreement • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells
Clause Page 1. INTERPRETATION 3 2. CONDITIONS PRECEDENT 3 3. AMENDMENTS TO THE FACILITY AGREEMENT 4 4. COSTS AND EXPENSES 6 5. MISCELLANEOUS 6 6. GOVERNING LAW AND JURISDICTION 6
Dated 28 February 2013 USD 1,350,000,000 TERM LOAN FACILITIES DRILLSHIPS OCEAN VENTURES INC.Assignment Agreement • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells
Clause Page 1 Definitions and Interpretation 2 2 The Facilities 24 3 Purpose 25 4 Conditions of Utilisation 25 5 Utilisation 27 6 Repayment 29 7 Prepayment and Cancellation 30 8 Interest 33 9 Interest Periods 34 10 Changes to the Calculation of Interest 35 11 Fees 36 12 Tax Gross Up and Indemnities 37 13 Increased Costs 39 14 Other Indemnities 40 15 Mitigation by the Lenders 42 16 Costs and Expenses 43 17 Guarantee and Indemnity 44 18 Representations 47 19 Information Undertakings 53 20 Financial Covenants 55 21 General Undertakings 57 22 Insurance Undertakings 63 23 Drillship Undertakings 68 24 Security Cover 72 25 Application of Earnings 73 26 Events of Default 73 27 Recourse Requirements and Rights of Subrogation 78 28 Changes to the Lenders 79 29 Changes to the Obligors 83 30 The Facility Agent and the Mandated Lead Arrangers 84 31 The Security Agent 91 32 Conduct of Business by the Finance Parties 100 33 Sharing Among the Finance Parties 101 34 Payment Mechanics 103 35 Set-Off 106
SPONSOR GUARANTEE Between DRYSHIPS INC. as Guarantor DEUTSCHE BANK LUXEMBOURG S.A. as Facility Agent for itself and on behalf of various financial institutions as Lenders and DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT as Security Trustee ALLEN &...Guarantee • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells • England and Wales
Clause Page 1 Interpretation 1 2 Effectiveness 2 3 Guarantee and indemnity 2 4 Nature of a Finance Party’s obligations 4 5 Taxes 5 6 Payments 7 7 Representations and warranties 8 8 Undertakings 10 9 The Administrative Parties 13 10 Evidence and calculations 13 11 Indemnities 13 12 Amendments and waivers 14 13 Changes to the Parties 14 14 Disclosure of information 15 15 Set-off 15 16 Pro rata sharing 16 17 Severability 17 18 Counterparts 17 19 Notices 17 20 Expenses 18 21 Language 19 22 Governing law 19 23 Enforcement 19 24 Miscellaneous 20 Schedules 1. Original Lenders 21 Signatories 22
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of January 30, 2013 , among OCEAN RIG LIBERIA OPERATIONS INC. and OCEAN RIG WEST AFRICA OPERATIONS INC. (each, a "Guaranteeing Subsidiary" and collectively, the "Guaranteeing Subsidiaries"), each a subsidiary of Drill Rigs Holdings Inc. (or its permitted successor), a Marshall Islands corporation (the "Company"), the other Guarantors (as defined in the Indenture referred to herein), U.S. Bank National Association, as Trustee under the Indenture referred to below (the "Trustee"), and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent (as defined in the Indenture referred to herein).
SPONSOR GUARANTEE Between DRYSHIPS INC. as Guarantor DEUTSCHE BANK LUXEMBOURG S.A. as Facility Agent for itself and on behalf of various financial institutions as Lenders and DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT as Security Trustee ALLEN &...Sponsor Guarantee • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells • England and Wales
Clause Page 1. Interpretation 1 2. Effectiveness 2 3. Guarantee and indemnity 2 4. Nature of a Finance Party's obligations 4 5. Taxes 5 6. Payments 6 7. Representations and warranties 7 8. Undertakings 10 9, The Administrative Parties 13 10. Evidence and calculations 13 11. Indemnities 13 12. Amendments and waivers 14 13. Changes to the Parties 14 14. Disclosure of information 15 15. Set-off 15 16. Pro rata sharing 16 17. Severability 17 18. Counterparts 17 19. Notices 17 20. Expenses 18 21. Language 19 22. Governing law 19 23. Enforcement 19 24. Miscellaneous 20 Schedules 1. Original Lenders 21 Signatories 22
to a Drillship Master Agreement dated November 22, 2010 as novated by a Novation Agreement dated December 30, 2010 and further as amended by an Addendum No. 1 dated May 16, 2011 and further as amended by an Addendum No. 2 dated January 27, 2011 and...Addendum No • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells
SERVICES AGREEMENT DATED 1st January 2013Services Agreement • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells • London
THIS AGREEMENT by and between OCEAN RIG MANAGEMENT INC. a Marshall Islands corporation having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Company") and CARDIFF OIL & GAS MANAGEMENT INC. (to be renamed CARDIFF DRILLING INC.) a company having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Consultant”).
ADDENDUM NO.1 to a Consultancy Agreement dated 1st September 2010 with effect as of 1st January 2013 (the "Consultancy Agreement")Consultancy Agreement • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells
TERMINATION AGREEMENTTermination Agreement • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells
DRILL RIGS HOLDINGS INC., OCEAN RIG UDW INC., AND EACH OF THE GUARANTORS PARTY HERETO 6.50% SENIOR SECURED NOTES DUE 2017 INDENTURE Dated as of September 20, 2012 U.S. Bank National Association, as Trustee and Deutsche Bank Trust Company Americas, as...Indenture • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
INDENTURE, dated as of September 20, 2012, among DRILL RIGS HOLDINGS INC., a Marshall Islands corporation (the "Company"), OCEAN RIG UDW INC., a Marshall Islands corporation ("Parent"), as a Guarantor (as defined herein), the other Guarantors, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors and assigns, in such capacity, the "Trustee"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (together with its successors and assigns, in such capacity, the "Noteholder Collateral Agent"), Registrar and Paying Agent.
SUPPLEMENTAL INDENTURESupplemental Indenture • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
This Supplemental Indenture (this "Supplemental Indenture"), dated as of January 23, 2013, is entered into among DRILL RIGS HOLDINGS INC., a Marshall Islands corporation (the "Company"), OCEAN RIG UDW INC., a Marshall Islands corporation ("Parent"), as a Guarantor (as defined in the Indenture referred to herein), the other Guarantors and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the "Trustee").
ADDENDUM NO. 2 to AMENDED AND RESTATED GUARANTEE, REVOLVING CREDIT AND TERM LOAN FACILITY AGREEMENT dated 19 November 2009 between OCEAN RIG ASA, OCEAN RIG NORWAY AS and DRILL RIGS HOLDINGS INC. as borrowers THE COMPANIES listed in Part 1 of Schedule...Ocean Rig UDW Inc. • March 22nd, 2013 • Drilling oil & gas wells
THIS ADDENDUM NO. 2 to the Amended and Restated Guarantee, Revolving Credit and Term Loan Facility Agreement dated 19 November 2009 as amended by Addendum No. 1 thereto dated 23 December 2010 (the "Facility Agreement") is made on 18 May 2012 between:
