0000919574-17-006882 Sample Contracts

OCEAN RIG UDW INC. GOVERNANCE AGREEMENT DATED AS OF SEPTEMBER _____________, 2017
Governance Agreement • September 22nd, 2017 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York

This Governance Agreement (as it may be amended from time to time in accordance with the terms hereof, this "Agreement") is made as of September ___________, 2017 (the "Effective Date"), by and among Ocean Rig UDW Inc., a company registered by way of continuation as an exempted company in the Cayman Islands with company registration number 310396 (the "Parent"), each of the direct and indirect subsidiaries of the Parent and [____________] (the "Shareholder").

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • September 22nd, 2017 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York

This INTERCREDITOR AGREEMENT (this "Agreement") is made as of the 22 day of September 2017, by and among OCEAN RIG UDW INC. (the "Parent"), DRILLSHIP HYDRA OWNERS INC. ("Hydra"), DRILLSHIP PAROS OWNERS INC. ("Paros"), DRILLSHIP KITHIRA OWNERS INC. ("Kithira"), DRILLSHIP SKOPELOS OWNERS INC. ("Skopelos"), DRILLSHIP SKIATHOS OWNERS INC. ("Skiathos"), DRILLSHIP SKYROS OWNERS INC. ("Skyros"), DRILLSHIP KYTHNOS OWNERS INC. ("Kythnos"), AGON SHIPPING INC. ("Agon"), DRILL RIGS HOLDINGS INC. ("DRH"), DRILLSHIP OCEAN VENTURES INC. ("DOV"), DRILLSHIPS VENTURES PROJECTS INC. ("DVP"), DRILLSHIPS FINANCING HOLDINGS INC. ("DFH"), DRILLSHIPS PROJECTS INC. ("DPI"), OCEAN RIG 1 INC. ("ORIG 1") and OCEAN RIG 2 INC. ("ORIG 2" and together with Hydra, Paros, Kithira, Skopelos, Skiathos, Skyros, Kythnos, Agon, DRH, DOV, DVP, DFH, DPI and ORIG 1, collectively, as borrowers under the Second Lien Credit Agreement (as defined below), in such capacity, the "Second Lien Borrowers"), DOV and DVP, as the borrowers

CREDIT AGREEMENT
Credit Agreement • September 22nd, 2017 • Ocean Rig UDW Inc. • Drilling oil & gas wells
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