0000919574-14-001924 Sample Contracts

Contract
Credit Agreement • 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.

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AMENDMENT NO. 3 TO UNCERTIFICATED SECURITIES CONTROL AGREEMENT
Ocean Rig UDW Inc. • February 21st, 2014 • 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.

CONSULTANCY SERVICES AGREEMENT
Consultancy Services Agreement • February 21st, 2014 • Ocean Rig UDW Inc. • Drilling oil & gas wells
AMENDMENT NO. 2 TO UNCERTIFICATED SECURITIES CONTROL AGREEMENT
Uncertificated 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.

CREDIT AGREEMENT among DRILLSHIPS FINANCING HOLDING INC., as Borrower, DRILLSHIPS PROJECTS INC., as Finco, OCEAN RIG UDW INC., as Parent, VARIOUS LENDERS and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Pari Passu Collateral Agent,...
Credit Agreement • February 21st, 2014 • Ocean Rig UDW Inc. • Drilling oil & gas wells

CREDIT AGREEMENT, dated as of July 12, 2013, among DRILLSHIPS FINANCING HOLDING INC., a Marshall Islands corporation (the "Borrower"), DRILLSHIPS PROJECTS INC., a Delaware corporation and a wholly-owned subsidiary of the Borrower ("Finco" and together with the Borrower, the "Borrowers"), OCEAN RIG UDW INC., a Marshall Islands corporation ("ParentUDW"), the Lenders party hereto from time to time, and Deutsche Bank AG New York Branch, as Administrative Agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Pari Passu Collateral Agent"). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

Drillships Holdings Inc. Trust Company Complex Ajeltake Road Ajeltake Island Majuro Marshall Islands MH96960 Dear Sirs and Madams RE: SENIOR SECURED LOAN CREDIT FACILITY AGREEMENT - WAIVER LETTER
Ocean Rig UDW Inc. • February 21st, 2014 • Drilling oil & gas wells • Marshall Islands

Reference is made to the facility agreement dated 15 April 2011 (the "Loan Agreement") and entered into, inter alia, yourselves as borrower, Nordea Bank Finland Plc, London Branch as agent and the banks and financial institutions listed therein as lenders (including ourselves) (the "Lenders"), pursuant to which the Lenders have agreed to make available a facility of up to USD 800,000,000, subject to the terms and conditions set out therein. Expressions used in this letter shall bear the same meaning as set out in the Loan Agreement unless the context otherwise requires.

Contract
Ocean Rig UDW Inc. • February 21st, 2014 • Drilling oil & gas wells

Deutsche Bank Luxembourg S.A. International Loans & Agency Services 2, Boulevard Konrad Adenauer L-1115 Luxembourg Drillships Kithira Owners Inc. Trust Company Complex Franz-Josef Ewerhardy Ajeltake Road, Ajeltake Island Telephone: (+352) 4 21 22 – 552 MH 96960 Telefax: (+352) 4 21 22 – 95 771 Email: franz-josef.ewerhardy@db.com Majuro, Marshall Island 27th May 2013

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