AMENDED & RESTATED STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • August 1st, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
This amended and restated Stockholders Rights Agreement (this “Rights Agreement”) is made and entered into as of June 3, 2011, by and between Ocean Rig UDW Inc., a Marshall Islands corporation (the “Company”), and American Stock Transfer & Trust Company, LLC as Rights Agent (the “Rights Agent.
Shares Ocean Rig UDW Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2012 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
Ocean Rig UDW Inc., a Marshall Islands corporation (the “Company”) and DryShips Inc., a Marshall Islands corporation (the “Selling Shareholder”), confirm their respective agreements with you and each of the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (in such capacity, “you” or the “Representatives”), with respect to (i) the sale by the Selling Shareholder and the purchase by the Underwriters of an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and (ii) the grant by the Selling Shareholder to the Underwriters of the option, as described in Section 2(b) hereof, to purchase up to additional shares of the Company’s Common Stock (the “Option Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I.
MANAGEMENT AGREEMENT BETWEENManagement Agreement • March 9th, 2015 • Ocean Rig UDW Inc. • Drilling oil & gas wells
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 4th, 2018 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
This VOTING AND SUPPORT AGREEMENT (this "Agreement"), is dated as of [?], 2018, by and among Ocean Rig UDW Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"), and the shareholder of Transocean Ltd., a Swiss corporation ("Parent"), listed on the signature pages hereto (the "Shareholder"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
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...Credit Facility 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
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 4th, 2018 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
This VOTING AND SUPPORT AGREEMENT (this "Agreement"), is dated as of [?], 2018, by and among Transocean Ltd., a Swiss corporation ("Parent"), and the shareholders of Ocean Rig UDW Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"), listed on the signature pages hereto (each, a "Shareholder" and collectively, the "Shareholders"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 4th, 2018 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is entered into as of September 3, 2018, by and among Ocean Rig UDW Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"), Transocean Ltd., a Swiss corporation ("Parent"), Transocean Oceanus Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent ("HoldCo"), and Transocean Oceanus Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of HoldCo ("Merger Sub"). The Company, Parent, HoldCo and Merger Sub are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".
OCEAN RIG UDW INC. GOVERNANCE AGREEMENT DATED AS OF SEPTEMBER _____________, 2017Governance 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").
BOND AGREEMENT between Ocean Rig UDW Inc. (Issuer) and Norsk Tillitsmann ASA (Bond Trustee) on behalf of the Bondholders in the bond issueBond Agreement • August 1st, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells
OCEAN RIG GUARANTEE Between OCEAN RIG UDW INC. as Guarantor DEUTSCHE BANK LUXEMBOURG S.A. as Facility Agent for itself and on behalf of various financial institutions as Lenders and DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT as Security TrusteeGuarantee Agreement • August 1st, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells
The Guarantor and the other parties to this Agreement enter into this Agreement in connection with the Credit Agreement (as defined below).
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 &...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 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
AMENDMENT AND RESTATEMENT AGREEMENT TO THE CREDIT AGREEMENT DRILLSHIP KITHIRA OWNERS INC. as Owner DEUTSCHE BANK AG, LONDON BRANCH as Bookrunner and Mandated Lead Arranger DEUTSCHE BANK AG, LONDON BRANCH as Swap Bank DEUTSCHE BANK LUXEMBOURG S.A. as...Credit Agreement • August 1st, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells
SPONSOR CONSTRUCTION AND POST-DELIVERY GUARANTEE Between DRYSHIPS INC. as Guarantor DEUTSCHE BANK LUXEMBOURG S.A. as Facility Agent VARIOUS FINANCIAL INSTITUTIONS as Lenders and DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT as Security Trustee ALLEN &...Sponsor Construction and Post-Delivery Guarantee • August 1st, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells
The Guarantor and the other parties to this Agreement enter into this Agreement in connection with the Credit Agreement (as defined below).
CREDIT FACILITY AGREEMENT DRILLSHIP SKOPELOS OWNERS INC. as Owner DEUTSCHE BANK AG, LONDON BRANCH as Bookrunner and Joint Mandated Lead Arranger DEXIA CREDIT LOCAL, NEW YORK BRANCH as Joint Mandated Lead Arranger VARIOUS FINANCIAL INSTITUTIONS as...Credit Facility Agreement • August 1st, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells
CONSULTANCY AGREEMENTConsultancy Agreement • August 1st, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells • London
THIS AGREEMENT with effect from this 1st day of September 2010 by and between DRYSHIPS 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 Scope Street, Nicosia, Cyprus (the “Consultant”).
ContractTermination Agreement • March 22nd, 2017 • Ocean Rig UDW Inc. • Drilling oil & gas wells
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2012 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of March 20, 2012, by and between DryShips Inc., a Marshall Islands corporation (the “Parent”), and Ocean Rig UDW Inc., a Marshall Islands corporation (the “Company” and together with Parent, the “Parties” and each a “Party”).
AMENDMENT AGREEMENT TO THE CREDIT AGREEMENT DRILLSHIP SKOPELOS OWNERS INC. as Owner DRYSHIPS INC as Sponsor and OCEAN RIG UDW INC. as Ocean Rig guarantor DEUTSCHE BANK AG, LONDON BRANCH as Bookrunner and Mandated Lead Arranger DEUTSCHE BANK AG, LONDON...Amendment Agreement to the Credit Agreement • August 17th, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells • England and Wales
ContractIncremental Amendment • February 21st, 2014 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
INCREMENTAL AMENDMENT dated as of July 26, 2013 (this "Amendment"), among OCEAN RIG UDW INC., a Marshall Islands corporation (the "Parent"), DRILLSHIPS FINANCING HOLDING INC., a Marshall Islands corporation (the "Borrower"), DRILLSHIPS PROJECTS INC., a Delaware corporation and wholly owned subsidiary of the Borrower ("Finco" and together with the Borrower, the "Borrowers"), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent under the Credit Agreement referred to below (in such capacity, the "Administrative Agent") and the Incremental Lenders (as defined below), to the CREDIT AGREEMENT dated as of July 12, 2013 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Parent, the Borrowers, the Lenders party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and Pari Passu Collateral Agent.
ContractPut and Call Option Agreement • March 22nd, 2017 • Ocean Rig UDW Inc. • Drilling oil & gas wells • England
ADDENDUM No. 2 dated 27th January 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 16th May 2011 ("the Drillship Master Agreement")Drillship Master Agreement • March 14th, 2012 • Ocean Rig UDW Inc. • Drilling oil & gas wells
NOW THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Parties hereto hereby agree as follows:
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...Drillship Master Agreement • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells
NOW THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Parties hereto hereby agree as follows:
AMENDMENT NO. 3 TO UNCERTIFICATED SECURITIES CONTROL AGREEMENTUncertificated Securities Control Agreement • February 21st, 2014 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
AMENDMENT NO. 3, dated as of November 14, 2013 (this "Amendment"), among DryShips Inc., a Marshall Islands corporation, HSH Nordbank AG as Security Trustee, and. Ocean Rig UDW Inc., a Marshall Islands corporation. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement referred to below.
ContractTermination Agreement • March 22nd, 2017 • Ocean Rig UDW Inc. • Drilling oil & gas wells
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).
CONSULTANCY SERVICES AGREEMENTConsultancy Services Agreement • February 21st, 2014 • Ocean Rig UDW Inc. • Drilling oil & gas wells
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...Drillship Master Agreement • April 9th, 2012 • Ocean Rig UDW Inc. • Drilling oil & gas wells
PARTIES BACKGROUNDDeed • March 15th, 2018 • Ocean Rig UDW Inc. • Drilling oil & gas wells
TRUST AGREEMENT OF DRILLSHIP ALONISSOS STOCK TRUSTTrust Agreement • March 22nd, 2017 • Ocean Rig UDW Inc. • Drilling oil & gas wells • Delaware
This TRUST AGREEMENT (Drillship Alonissos Stock Trust) dated as of August 31, 2016 (this "Agreement"), among DRILLSHIP ALONISSOS SHAREHOLDERS INC., a Marshall Islands corporation, ("Drillship"), OCEAN RIG UDW INC., a Cayman Islands corporation ("ORIG", Drillship and ORIG, each, a "Depositor") and WILMINGTON TRUST COMPANY, a Delaware trust company (the "Bank") (in its individual capacity, together with its successors and permitted assigns in trust from time to time, and as trustee hereunder in such capacity as trustee, together with its successors and permitted assigns, the "Trustee"):
AMENDMENT NO. 2 TO UNCERTIFICATED SECURITIES CONTROL AGREEMENTUncertificated Securities Control Agreement • February 21st, 2014 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
AMENDMENT NO. 2, dated as of September 9, 2013 (this "Amendment"), among DryShips Inc., a Marshall Islands corporation, HSH Nordbank AG as Security Trustee, and. Ocean Rig UDW Inc., a Marshall Islands corporation. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement referred to below.
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...Senior Secured Credit Facility Agreement • August 1st, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells
ContractTermination Agreement • March 22nd, 2017 • Ocean Rig UDW Inc. • Drilling oil & gas wells
DRILLSHIP MASTER AGREEMENTDrillship Master Agreement • August 1st, 2011 • Ocean Rig UDW Inc. • Drilling oil & gas wells • London
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...Senior Secured Credit Facility 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
