Sch. 10-2

Exhibit 10.1

Clause		Page
1.	Definitions	1
2.	Effective Date	1
3.	Undertakings	2
4.	Representations and Warranties	5
5.	Launch Trigger Date	5
6.	Launch Events	6
7.	Scheme Trigger Date	6
8.	Restructuring Implementation	6
9.	The Restructuring Effective Date	7
10.	Post-Restructuring Steps	8
11.	Restructuring Effective Date Waiver and Release	8
12.	Early Consent	9
13.	Accession	10
14.	Transfer of Claims	10
15.	Publicity and Disclosures	11
16.	Termination	12
17.	Surviving Obligations	14
18.	Reservation of Rights	15
19.	Notices	15
20.	Specific Performance	16
21.	Severability	16
22.	Several Liability	16
23.	Amendments and Waivers	16
24.	Counterparts	16
25.	Assignment	17
26.	Governing Law and Submission to Jurisdiction	17
27.	Waiver of Right to Trial by Jury	17
28.	No Third Party Beneficiaries	17

Schedule 1	Definitions
Schedule 2	Initial Supporting Creditors
Schedule 3	Restructuring Term Sheet
Schedule 4	Form of Accession Letter
Schedule 5	Shareholders Agreement Term Sheet
Schedule 6	New Loans Term Sheet
Schedule 7	Restructuring Documents
Schedule 8	New Management Agreements Term Sheet
Schedule 9	Form of Supporting Creditor Update
Schedule 10	Notice Specified Events of Default

1. Parent Scheme
Parent Scheme Consideration	In exchange for its Parent Scheme Claims, each Parent Scheme Claim Holder will receive either (i) its pro rata share of the Parent Scheme Shares or (ii) if the relevant Parent Scheme Claim Holders has exercised its Cash Option, its pro rata share of the Parent Scheme Cash Consideration. If any Parent Scheme Claim Holders exercise their Cash Option, the Parent Scheme Shares that would otherwise be distributed to such Parent Scheme Claim Holders shall be distributed, on a pro rata basis, to the Parent Scheme Claim Holders who have not exercised their Cash Option.
Voting: Group Member Bondholders and Affiliates of Parent	No Parent Scheme Claims held by any Group Member Bondholder or Affiliate of the Parent shall be voted in the Parent Scheme.
2. DFH Scheme
DFH Scheme Consideration	Each holder of a DFH Scheme Claim will exchange its DFH Loans with the Parent for its pro rata portion of the DFH Scheme Consideration.
3. ▇▇▇ ▇▇▇▇▇▇
DOV Scheme Consideration	Each holder of a DOV Scheme Claim will exchange its DOV Loans with the Parent for its pro rata portion of the DOV Scheme Consideration.
4. DRH Scheme
DRH Scheme Consideration	If each of the Parent Scheme and the DRH Scheme are sanctioned and become effective on the Restructuring Effective Date, each holder of a DRH Scheme Claim will exchange its DRH Bonds with the Parent for its pro rata portion of DRH Scheme Consideration.
Voting: Group Member Bondholders and Affiliates of Parent	No DRH Scheme Claims held by any Group Member Bondholder or Affiliate of the Parent shall be voted in the DRH Scheme.

To:	Ocean Rig UDW Inc. (the "Parent")
Cc:	▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP Counsel to the Ad Hoc Committee, Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP Prime Clerk LLC (The Information Agent)
From:	[Acceding party] (the "Acceding Party")
Date:	[·]

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	Address:	[·]
	Email:	[·]
	Facsimile:	[·]
	Attention:	[·]
	[copy to:	[·]]

Shareholders Agreement

Under the terms of the Restructuring Agreement, on the Effective Date, all Parent Scheme Claim Holders will be entitled to an amount of the post-Effective Date ordinary shares of Parent (the "Shares").2 3 As part of the Restructuring, the DOV/DFH Lenders and, to the extent they elect to do so, all other Parent Scheme Claim Holders, will have entered into a shareholders agreement (the "Shareholders Agreement")4 governing the rights of the shareholders party thereto in connection with the affairs of the Companies on substantially the terms set forth in this Term Sheet and otherwise in form and substance satisfactory to

	the Majority Supporting Lenders and TMS Offshore ("TMS"). Existing subsidiaries of Parent will also be required to enter into the Shareholders Agreement (the "Management Parties"). The organizational documents of each newly formed subsidiary will provide that such newly formed subsidiary may not take any action in contravention of the Shareholders Agreement.
	References in this Term Sheet to "Lender Shareholder Parties" shall be to (i) the Parent Scheme Claim Holders (including any Parent Scheme Claim Holders, that are not DOV/DFH Lenders) initially party to the Shareholders Agreement and (ii) each transferee of Shares from such initial parties other than (A) any Company (in its capacity as a holder of Shares), (B) TMS and each affiliate thereof, and (C) officers or employees of any of the Companies (or such person's relatives, trusts or other related parties).
	References in this Term Sheet to "Shareholder Parties" shall be to the persons that are initially party to the Shareholders Agreement and each transferee of Shares from such initial parties.
Board of Directors Prior to Termination of Shareholders Agreement	At all times prior to the Shareholders Agreement Termination Date (as defined below), the following provisions shall apply to the board of directors of Parent(the "Board"):
Composition	Board Composition, Generally. The Board shall consist of seven directors, (i) four of whom shall be selected by the Chief Executive Officer ("CEO"), and (ii) one of whom shall be selected by each Lender Appointing Person (as defined below) (each, a "Lender Director"), for a total of three directors appointed by the Lender Appointing Persons (as defined below).
	Identification of Lender Appointing Persons. Each "Lender Appointing Person" will be determined on the date that is two business days after distribution of scheme consideration (the "Director Appointment Date") as stated below. Until the Director Appointment Date, the Board will consist of the then-current directors (the "Interim Board").
	(1) if there are three or fewer 7.5% Lender Shareholders (as defined below), then each such 7.5% Lender Shareholder will become a Lender Appointing Person for a five year term; and
	(2) if there are more than three 7.5% Lender Shareholders, then three Lender Appointing Persons shall be designated by a majority vote of the Shares of all 7.5% Lender Shareholders, which Lender Appointing Persons determined under this subsection (2) shall be for a five year term; provided, however, that if any Lender Shareholder Party, together with its affiliates, holds 17% or more of the outstanding Shares, such Lender Shareholder Party shall automatically be one of such three Lender Appointing Persons.
	Prior to the Director Appointment Date and the appointing of the three Lender Directors, the Companies cannot take any action if such action would otherwise

	require Lender Director approval under the Shareholders Agreement. For the avoidance of doubt, if three Lender Appointing Persons have not been determined by the Director Appointment Date, the Interim Board cannot take any action after such date, other than to assist in determining the three Lender Appointing Persons and subsequent appointment of the three Lender Directors.
	"7.5% Lender Shareholder" means a Lender Shareholder Party that (taken together with its affiliates) will hold 7.5% or more of the outstanding Shares.
	Post-Scheme Composition. Promptly after the Schemes have become effective and the restructuring has been consummated, the Board will consist of seven directors, constituted as follows:
		(a)	CEO and Management Director. The Chief Executive Officer or his designated affiliate (the "CEO Appointing Person") will have the right to appoint four directors (including the Chairman of the Board), provided, however, that the CEO Appointing Person shall lose the right to appoint any directors if the Management Agreement is terminated in accordance with the terms of the Management Agreement; and
		(b)	Lender Directors. So long as each Lender Appointing Person (together with the CEO Appointing Person, each an "Appointing Person") holds 5% or more of the total outstanding Shares, one person designated by each such Lender Appointing Person; provided, however, that if any Lender Appointing Person fails to appoint or no longer has the right to appoint a director, then such director shall be designated by a majority of the Lender Directors. In addition, so long as a Lender Appointing Person has a right to appoint a Lender Director, but does not appoint an officer or employee of such Lender Appointing Person to serve as a Lender Director, such Lender Appointing Person shall have the right, exercisable by delivering notice to Parent, to designate one (1) non-voting observer to attend any meetings of the Board (or any committee thereof).
		(c)	Voluntary Removal and Replacements. Each Appointing Person entitled to nominate a director may remove its nominated director(s) and, upon removal of such director(s), shall be entitled to nominate his or her replacement.
		(d)	Involuntary Removal and Replacements. The Board (acting by two-thirds vote) may remove any director for "cause" (which shall be defined as the indictment or conviction of, or plea of guilty or no contest to, fraud or a felony). If any director removed for cause was appointed by an Appointing Person that continues to have a right to appoint such director, upon such removal, such Appointing Person shall be entitled to nominate his or her replacement.
		(e)	Committees. No less than 50% of the members of each committee shall constitute Lender Directors, and in the event of any deadlock on any committee the relevant matter shall be referred to the full board for consideration.

			(f)	Voting Agreement. Each Shareholder Party shall agree to vote its Shares in favor of the election to the board of the directors appointed by each Appointing Person.
			(g)	Non-Transferable Rights. The rights of the Lender Appointing Persons shall not be assignable or transferable to any third party.
	Any director compensation to be mutually agreed.
	The Lender Directors have the right to retain separate legal counsel on their behalf, at the expense of the Parent, as they deem necessary.
Acquisition Proposals	If any Company or any officer thereof has been approached by a potential purchaser or its designee with a proposal to acquire: (i) all or a majority of the capital stock of the Company; or (ii) all or a majority of the assets of the Companies, the Lender Directors shall be provided and have the opportunity to review such proposal and shall have the right to direct Parent and the Board to bring such proposal to the shareholders of Parent, without any recommendation to reject such proposal unless approved by a majority of the Lender Directors, and if so approved by the vote of the shareholders, Parent shall use commercially reasonable efforts to pursue and consummate such transaction and all other shareholders of Parent shall agree to take related actions in order to facilitate such sale.
Supermajority Management Matters	At all times prior to the Shareholders Agreement Termination Date, Parent shall not, and shall not permit any other Company to, take any of the "Major Actions" set forth on Attachment 1 hereto (each, a "Major Action") unless such Major Action has been expressly approved by the Board, which approval includes a majority of the Lender Directors.
	The following also shall be subject to the approval of the Board, which approval must include a majority of the Lender Directors:
		(a)		the establishment, adoption, entering into, amendment or modification to, termination of, or waiver of any provision under, the Management Equity Plan or any other equity incentive plan, bonus incentive plan, severance plan, or employee benefit plan;
		(b)		any grant or award of any severance, equity or non-cash bonus entitlement to any director, officer or employee of any Company, including any grant or any other equity incentive plan or non-cash bonus incentive plan, or any amendment to or waiver of any term of any such grant or award;
		(c)		the annual operating budget (the "Annual Approved Budget") and any amendments, modifications or supplements thereto, which Annual Approved Budget shall constitute the "Annual Approved Budget" referred to in the Management Agreement;
		(d)		any compensation to any director, Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇

			Kandylidis or any family member of any of the foregoing; and
		(e)	certain approvals and actions with respect to the Management Agreement, including those matters described below under "Lender Director Approvals and Authority Regarding Management Agreement" and (A) the annual approval of ▇▇▇▇▇▇▇ services and fees; (B) approval of any additional fees; (C) exercise of termination rights and remedies; (D) approval of amendments, waivers or modifications to the Management Agreement; and (E) acceleration of any payment under the Management Agreement.
Lender Director Approvals and Authority Regarding Management Agreement	A Majority of Lender Directors will have the power and authority to cause the Company and the subsidiaries to: (a) exercise all termination rights and remedies under the Management Agreement; (b) cause the Companies to cure any default under the Management Agreement, including making payments on behalf of the Companies as required under the Management Agreement; (c) cause the Companies to request services under the Management Agreement; and (d) in connection with disputes, select an arbitrator on behalf of the Companies under the Management Agreement.
	A majority of the Lender Directors will have the exclusive power and authority to approve the goals and resulting bonus payable under the "Strategic Priorities" metric in the Management Agreement.
Lender Director Authority Regarding Directors and Officers	A majority of the Lender Directors will have the power and authority to remove any director or officer if such director or officer is indicted or convicted of, or gave a plea of guilty or no contest to, fraud or a felony. If any director removed as provided in this section was appointed by an Appointing Person that continues to have a right to appoint such director, upon such removal, such Appointing Person shall be entitled to nominate his or her replacement.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy	Parent shall maintain a customary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy applicable to the Lender Directors and their respective Appointing Persons.
Board of Directors Following the Termination of the Shareholders Agreement	The Amended and Restated Memorandum and Articles of Parent (the "Articles") shall provide that on and following the Shareholders Agreement Termination Date:
		(a)	The size of the Board shall be fixed at seven directors. The terms of the directors will be staggered over a period of three years (i.e., with approximately 1/3 of the directors being elected each year), and there shall be three classes of directors divided as evenly as possible.
		(b)	No less than 50% of the members of the Board and each committee shall constitute "Independent Outside Directors" (and not "Inside Directors" or "Affiliated Outside Directors") under the ISS U.S. Categorization of Directors then in effect, but inside directors will be appropriately represented on each committee of the Board, subject to any applicable listing requirements.

		(c)	Nominees for all positions on the Board that are the subject of each annual meeting shall be proposed by the existing Board prior to each such annual meeting of shareholders of Parent in accordance with the provisions of the Articles and Cayman Islands law. Director nominees may also be nominated by shareholders of Parent in accordance with the provisions of the Articles and Cayman Islands law.
		(d)	Directors shall be elected to the Board in accordance with the Articles.
Directors and Officers Insurance			Parent shall maintain directors and officers indemnity insurance coverage ("D&O Insurance") (or equivalent "tail" insurance policies) with coverage of at least $300 million, subject to insurance market availability.
Listing	To the extent the Shares are delisted from the Nasdaq Global Select Market, at the request of a majority of the Lender Directors, Parent, the Management Parties and the Shareholder Parties will use commercially reasonable efforts to cause the Shares to be listed on a U.S. national securities exchange registered with the SEC and will take such actions as are reasonably necessary to facilitate such listing, including meeting minimum director requirements and incorporating provisions set forth in this term sheet or the Shareholders Agreement in the Memorandum and Articles of the Company, to the extent such actions do not have a materially adverse impact on the rights or obligations of such parties.
Transferability	There will be no restrictions on the transfer of Shares, except as otherwise provided in this Term Sheet on the date hereof or by applicable law.
Related Party Transactions	At all times prior to the Shareholders Agreement Termination Date, except with the approval of the Board, which approval must include a majority of the Lender Directors, Parent shall not, and shall not permit any other Company to:
		(a)	enter into any direct or indirect agreement, contract, transaction, payment or other arrangement between any Company, on the one hand, and any director or member of management (or such person's relatives, trusts, or other related parties) or any affiliate of the foregoing, on the other hand (each, a "Related Party Transaction") other than a Permitted Related Party Transaction (as defined below); or
		(b)	amend, modify, supplement, terminate, waive or extend any provision or remedy related to, or accelerate any payment by any Company under, any Related Party Transaction (including any Permitted Related Party Transaction), other than any amendment, modification or supplement of a Permitted Related Party Transaction described in clause (iii) of the definition thereof if, after giving effect to such amendment, modification or supplement, such Permitted Related Party Transaction would still constitute a Permitted Related Party Transaction.
	"Permitted Related Party Transaction" means (i) the Management Agreement,

	(ii) any Related Party Transaction expressly permitted by the Management Agreement, and (iii) any Related Party Transaction that both (A) is on terms at least as favorable to Parent and its subsidiaries as could be obtained on an arm's-length basis and (B) involves less than $500,000 in value and/or payments and, when taken together with other Related Party Transactions entered into pursuant to this clause (B), would not exceed $5,000,000 in the aggregate of value and/or payments in any 12-month period.
Inspection Rights	Each of the Shareholder Parties that, together with its affiliates, owns not less than 5% of the outstanding Shares and do not constitute competitors of the Companies shall have reasonable and appropriate inspection rights with respect to the Companies.
Drag Rights	At all times prior to the Shareholders Agreement Termination Date, in the case of a sale of Parent that constitutes a Drag Sale (as defined below), the Board and the Lender Shareholder Parties holding a majority of the outstanding Shares held by all Lender Shareholder Parties will have the right to cause Parent to be sold in such Drag Sale (whether by stock transfer, asset transfer or merger) and require all other shareholders of Parent take related actions in order to facilitate such Drag Sale. "Drag Sale" means a sale of Parent (whether by stock transfer, asset transfer or merger) that has been approved by the Board and the Lender Shareholder Parties holding a majority of the outstanding Shares held by all Lender Shareholder Parties.
Preemptive Rights	Until such time as the Parent's Shares are listed on the New York Stock Exchange, a NASDAQ national securities exchange, or any successor U.S. national securities exchange, subject to certain customary exceptions, each Shareholder Party that is an "accredited investor" and, together with its Affiliates, holds not less than 3% of the outstanding Shares will be entitled to preemptive rights to purchase their pro rata portions (i.e., the same percentage such Shareholder Party owns of the Shares) of new issuances of equity on the same terms as the other participants in such issuance.
Registration Rights	At such times on and following the earlier of (x) the date on which the Company is registered on Nasdaq Global Select Market or another U.S. National Securities Exchange and (y) the Shareholders Agreement Termination Date, each Shareholder Party that is either an Appointing Person or, together with its affiliates, holds 10% or more of the outstanding Shares will receive customary demand registration rights (including rights to demand a shelf registration).
Reports	Annual Financials: Parent will make available to shareholders on a site accessible by all shareholders, and upon request of a Shareholder Party, furnish to such Shareholder Party, audited financial statements (with notes) annually.
	Quarterly Financials: Parent will make available to shareholders on a site accessible by all shareholders, and upon request of a Shareholder Party, furnish

	to such Shareholder Party, unaudited financial statements (with notes) quarterly.
	MD&A: Each annual and quarterly report shall be accompanied by a reasonably detailed narrative discussion of the changes in Parent's financial condition and results of operations compared with the prior periods presented, which will, with respect to Parent's audited consolidated annual financial statements, be in form and substance similar to the discussion contained in the "Management Discussion & Analysis" section of a report filed in accordance with the Securities Exchange Act of 1934. Quarterly and annual financial statements of Parent will be required to be posted to a freely accessible section of the Parent website.
	Shareholder Calls: Promptly after issuing the annual and quarterly reports, Parent will hold a conference call to discuss with the shareholders of parent the information contained in such annual and quarterly reports, including the results of Parent's operations and the financial performance of Parent, and to answer questions of the shareholders of Parent. Such conference calls will be open to all interested parties and parent will provide conference call access information on its website.
Articles	The Articles shall be modified to reflect (a) the terms and conditions of this Term Sheet and (b) the notification and nomination provisions to be reviewed and mutually agreed among the Parties, as described on Attachment 2 hereto.
Amendments	Parent will not amend or waive any provision of the Shareholders Agreement without approval of the Board, which approval includes a majority of the Lender Directors, Shareholder Parties holding a majority of the Shares owned by all Shareholder Parties and Lender Shareholder Parties holding 66 2/3% or more of the Shares owned by all Lender Shareholder Parties; provided, that:
		(i)	if any such amendment or waiver would have a disproportionate material effect on any Shareholder Party, such Shareholder Party's approval will be required, and
		(ii)	if any such amendment or waiver would result in the reduction in the number of directors an Appointing Person has the right to appoint, such Appointing Person's approval will be required.
	Notwithstanding the foregoing, to the extent that the approvals required for the amendment of the provisions of the Shareholders Agreement that will be included in the Articles require a higher threshold of approval under the Articles to comply with the laws of the Cayman Islands, the approvals required for the amendment of those provisions in the Shareholders Agreement will be increased to reflect such required higher threshold.
Term	The Shareholders Agreement shall remain in effect until the earlier of (a) the date on which the Board (including a majority of the Lender Directors), Parent and Lender Shareholder Parties holding at least 66 2/3% of the outstanding Shares held by all Lender Shareholder Parties agree to terminate the Shareholders

	Agreement and (b) the later of (x) the fifth anniversary of the Effective Date and (y) the day immediately preceding the fifth annual meeting of shareholders of Parent (such date, the "Shareholders Agreement Termination Date"); provided, that the provisions described above under the headings "Directors and Officers Insurance" and "Registration Rights" shall survive the Shareholders Agreement Termination Date.
Governing Law	The Shareholders Agreement will be governed by New York law.

Borrowers	Each vessel owning entity listed on Annex 1 hereto (the "Borrowers").
Guarantors	Ocean Rig UDW Inc. (the "Parent") and certain of its direct and indirect subsidiaries, each as listed on Annex 2 hereto1 (collectively, the "Guarantors" and together with the Borrowers, the "Credit Parties").
Term Loan Facility	Senior secured term loan facility (the "Term Loan Facility" or the "Financing"), the holders thereof referred to as the "Lenders," comprised of a $450,000,000 term loan (the "Term Loans").
	Term Loans that are prepaid may not be re-borrowed.
Purpose	The Term Loans will form part of the consideration issued to the DFH Lenders and the DOV Lenders pursuant to the DOV Scheme and DFH Scheme.
Allocation	Each Lender's allocation of the Term Loan will be determined in accordance with the DOV Scheme and DFH Scheme.
Closing Date	The date on which the Term Loan is deemed to be advanced under the Term Loan Facility which shall be the "Restructuring Effective Date" under the Restructuring Agreement (the "Closing Date").
Maturity	The date that is 7 years after the Closing Date.
Collateral	A perfected first priority lien on substantially all existing assets and after-or newly-acquired assets of the Credit Parties including, without limitation:
		(i)	ship mortgages with respect to each vessel securing the Prepetition Facilities and Ocean Rig Paros;
		(ii)	earnings assignments;
		(iii)	insurance assignments; and
		(iv)	cash of the Credit Parties,

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	(a) subject to customary exclusions (which exclusions shall be substantially similar to the exclusions permitted under the Prepetition Facilities2) and (b) excluding any assets with respect to which the DAS Credit Agreement3 or DRH Indenture5 prohibit granting a lien; provided, however, that the Credit Parties shall covenant that in the event that any such prohibitions on liens are removed or the DAS Credit Agreement or DRH Indenture are terminated, the Credit Parties shall promptly provide liens on such assets (first priority (when possible)).
Interest Rate	Interest on the Term Loans will accrue at 8.00% per annum payable quarterly in cash.
	During the continuance of an Event of Default, the Term Loans and all other outstanding obligations will bear interest at an additional 2% per annum above the interest rate otherwise applicable.
Upfront Fees/OID	None.
Scheduled Amortization	None.
Call Protection	Callable at par (plus accrued interest) for six months after the Closing Date without penalty or premium, and thereafter callable at 105%, 103% and 101% of par (plus accrued interest) in years 1, 2 and 3, respectively, and thereafter at par (plus accrued interest).
Change of Control Provisions	Change of Control repurchase offer provisions and definitions substantially consistent with the Prepetition Facilities.
Mandatory Prepayments	The Term Loans shall be prepaid with:
		(i)	100% of the net cash proceeds of non-ordinary course asset sales, casualty events or condemnation events (subject to exclusions, baskets and reinvestment rights consistent with the Prepetition Facilities) (proceeds and reinvestment property to be subject to perfected first priority liens (subject to permitted liens)); and

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		(ii)	100% of the net cash proceeds of debt incurrences (other than debt permitted under the Term Loan Documentation such as the Working Capital Facility).
Conditions to Closing	Usual and customary for facilities of this type, including, without limitation, the following:
		(i)	The negotiation, execution and delivery of customary definitive documentation in respect of the Financing (including, without limitation, a credit agreement, guarantee agreement(s), pledge and security agreement(s), vessel mortgages, assignments of earnings, assignments of insurance and control agreements) consistent with the terms set forth in this Summary of Principal Terms and Conditions and all other terms shall be reasonably satisfactory to the Majority Supporting Lenders, the Company and the Administrative Agent (the "Term Loan Documentation").
		(ii)	Immediately after the Closing Date, the Credit Parties and their subsidiaries shall have no outstanding indebtedness other than indebtedness set forth on Annex 5 hereto and any additional indebtedness on terms and conditions (including as to amount) satisfactory to the Majority Supporting Lenders and, if secured, subject to intercreditor arrangements reasonably satisfactory to the Majority Supporting Lenders.
		(iii)	Delivery of evidence that all required insurance has been maintained and that the Administrative Agent has been named as loss payee and additional insured, as applicable.
		(iv)	Accuracy of representations and warranties contained in the Term Loan Documentation in all material respects (or, in the case of representations and warranties that are qualified by materiality, in all respects) and absence of default and Event of Default under the Term Loan Documentation (for the avoidance of doubt, excluding any default or event of default under the Prepetition Facilities).
		(v)	Delivery of customary legal opinions and closing certificates (including a solvency certificate), good standing certificates and certified organizational documents, in each case, in form and substance reasonably satisfactory to the Majority Supporting Lenders.
		(vi)	The Collateral Agent on behalf of the Lenders shall have a first priority perfected senior lien on the Collateral of the Credit Parties or reasonably satisfactory covenants to perfect such liens promptly after the Closing Date.
		(vii)	Receipt by the Administrative Agent of reasonably satisfactory customary lien searches.
		(viii)	All requisite governmental and third party approvals shall have been obtained, and there shall be no litigation, governmental, administrative or judicial action against the Credit Parties that could reasonably be expected to restrain or prevent the restructuring or the Term Loan Facility (other than (x) as disclosed under the Term Loan Documentation, (y) in connection with the Restructuring Agreement and (z) in connection with the Schemes).
		(ix)	Payment by the Borrowers on the Closing Date of all fees and expenses of the Administrative Agent, the Collateral Agent and the Lenders due and payable on or

			prior to the Closing Date, including, without limitation, all legal and financial advisor fees and expenses.
		(x)	Delivery of all documentation and other information required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including without limitation the Patriot Act.
		(xi)	The Prepetition Facilities shall have been amended to require the Parent to be the lender thereunder and such other amendments to be agreed, including without limitation, providing for payment-in-kind interest and the deletion of financial covenants, certain other negative covenants and cross defaults; and the Prepetition Facilities shall be subject to an intercreditor agreement in a form to be reasonably agreed with the Credit Parties and reasonably satisfactory to the Majority Supporting Lenders, which intercreditor agreement may include provisions requiring the subordination of the Working Capital Facility and the Term Loan Facility and prohibitions on certain amendments to the Prepetition Facilities, including without limitation as to interest and fees, covenant protection, events of default and transfer restrictions (other than to Parent), without the consent of the Working Capital Facility and the Term Loan Facility.
		(xii)	There shall not have occurred any material adverse effect (excluding pendency of the Schemes) and the transactions set forth in, and in compliance with, the Restructuring Agreement shall have been consummated.
Representations and Warranties	Usual and customary for facilities of this type (including usual and customary materiality qualifiers, thresholds and qualifications), including, without limitation: (i) existence; (ii) power, authorization and enforceable obligations; (iii) no conflicts or consents; (iv) accuracy of information; (v) title to properties; (vi) subsidiaries; (vii) taxes; (viii) compliance with laws; (ix) Collateral/collateral vessels; (x) lien priority; (xi) ERISA/labor matters; (xii) no defaults; (xiii) intellectual property; (xiv) Anti-Corruption Laws/Anti-Terrorism; (xv) insurance; and (xvi) litigation (other than (x) as disclosed as of the Closing Date under the Term Loan Documentation, (y) in connection with the Restructuring Agreement and (z) in connection with the Schemes).
Affirmative Covenants	Usual and customary for facilities of this type, including, without limitation: (i) delivery of financial statements, reports, accountants' letters, certificates and SEC filings; (ii) notices of defaults, material litigation and other material events; (iii) continuation of business and maintenance of existence and material rights and privileges; (iv) compliance with laws, including Sanctions Laws; and (v) maintenance of property and insurance.
Negative Covenants	Usual and customary for facilities of this type, including, without limitation: (i) indebtedness (basket for the Working Capital Facility, Prepetition Facilities and certain other debt, such as workers compensation, checks/drafts, bonds and L/Cs, substantially consistent with the Prepetition Facilities, if applicable, after giving effect to the Schemes (not to include ratio debt or other debt baskets)); (ii) liens (basket for the Working Capital Facility, Prepetition Facilities (on a junior basis), if applicable, and certain customary permitted liens, such as surety bonds, taxes, mechanics liens and easements, substantially consistent with the Prepetition Facilities after giving effect to the Schemes

	(not to include liens for additional debt baskets)); (iii) mergers, consolidations, liquidations and dissolutions; sales of assets (other than in accordance with the Restructuring Agreement and the Schemes); (iv) dividends and other restricted payments in respect of capital stock (dividend basket [x]); (v) investments, loans and advances (baskets substantially consistent with the Prepetition Facilities after giving effect to the Schemes); (vi) optional payments and modifications of subordinated and other debt instruments; (vii) transactions with affiliates (carve out for management agreement); (viii) sale and leasebacks (limited to transactions for fair market value); (ix) changes in lines of business; (x) designation of restricted/unrestricted subsidiaries; and (xi) rights to earnings.
	The covenant limiting indebtedness shall permit the Credit Parties to incur additional secured debt, secured by liens ranking senior to the Term Loans, in an amount up to $200 million in the form of a working capital facility (the "Working Capital Facility"), the terms and conditions of the intercreditor arrangement in a form to be reasonably agreed with the Credit Parties and reasonably satisfactory to the Majority Supporting Lenders.
Credit Rating	The Borrowers shall use commercially reasonable efforts to cause the Term Loans to be continuously rated by each of Standard & Poor's Ratings Services ("S&P") and ▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's"), and will use commercially reasonable efforts to maintain a corporate rating from S&P and ▇▇▇▇▇'▇.
Covenant Suspension	During any period of time that the Loans have an investment grade rating by each of S&P and Moody's and no Default or Event of Default has occurred and is continuing, the Credit Parties shall no longer be subject to the following covenants: (i) transactions with affiliates, (ii) dividends and other restricted payments in respect of capital stock, (iii) indebtedness and (iv) sale of assets.
Financial Covenants	None.
Events of Default	Usual and customary for facilities of this type (including usual and customary grace periods, materiality qualifiers, thresholds and qualifications) as provided below:
		(i)	default for 30 days in the payment when due of interest or fees on the Term Loans; or
		(ii)	default in the payment when due (at maturity or otherwise) of the principal of, or premium, if any, on, the Term Loans; or
		(iii)	failure by any Credit Party or any of their respective subsidiaries to perform or comply with (a) certain affirmative covenants (including financial reporting) and all negative covenants shall be an immediate Event of Default and (b) all other covenants and agreements contained in the Term Loan Documentation, and such default shall not have been remedied or waived within 30 days after receipt by the Borrowers of notice from the Administrative Agent or Required Lenders of such default (unless otherwise specified, applicable covenants and agreements for each of (a) and (b) to be mutually agreed); or

		(iv)	(a) failure of any Credit Party or any of their respective subsidiaries to pay when due any material indebtedness (other than indebtedness incurred under the Term Loan Facility) beyond any grace period; or (b) breach or default by any Credit Party or any of their respective subsidiaries with respect to any other material term of material indebtedness beyond any grace period if such breach or default results in the acceleration of that indebtedness prior to its stated maturity, in either case if the principal amount of any such indebtedness, together with the principal amount of any other indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates to $25 million or more; provided, however, that if any such default is cured or waived or any such acceleration of rescinded, or such indebtedness if repaid, within a period of 60 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Term Loans shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; or
		(v)	any final money judgment in excess of a to be mutually agreed amount shall be entered or filed against any Credit Party or any of their respective subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of 60 days; or
		(vi)	at any time after the Closing Date, (a) any Term Loan Facility Documentation ceases to be in full force and effect or shall be declared null and void, or Collateral Agent shall cease to have a valid and perfected Lien in a material portion of Collateral with the required priority, or (b) any Credit Party shall contest the validity or enforceability of any of the Term Loan Documentation, including any lien in any Collateral; or
		(vii)	bankruptcy related events with respect to any Credit Party or any of their respective subsidiaries (other than those contemplated in the Restructuring Agreement or pursuant to the Schemes); or
		(viii)	any representation, warranty, certification or statement made by or on behalf of any Credit Party or any of their respective subsidiaries in any Term Loan Documentation or in any report, certificate or financial statement provided pursuant to or in connection therewith shall prove to have been untrue in any material respect on the date made or deemed made; or
		(ix)	such other Events of Defaults as mutually agreed.
		Upon the occurrence of an Event of Default in clause (viii) above, all obligations shall be automatically due and payable immediately without demand, presentment, notice of demand or action. Upon the occurrence of any other Event of Default, the Required Lenders may elect to direct the Administrative Agent to declare all obligations immediately due and payable.

Amendments and Voting	Usual and customary for facilities of this type, including, without limitation; provided that there shall be no restrictions on voting by Lenders that are affiliates of a Borrower:
	Amendment, modification or supplement without consent of any Lender:
		(i)	to cure any ambiguity, omission, defect or inconsistency so long as such amendment, modification or supplement does not adversely affect any Lender and the Lenders have received at least five business days' prior written notice thereof and the Administrative Agent shall not have received within five business days of the date of such notice, written notice from the Required Lenders objecting to such amendment, modification or supplement; or
		(ii)	additional parties may be added (and annexes may be modified to reflect such additions) to the guarantee agreements and the collateral documents in accordance with the provisions of the Term Loan Facility.
	Amendment, modification, supplement and waiver with consent of the Required Lenders: the Borrowers and the Administrative Agent may amend, modify or supplement the Term Loan Facility with the written consent of the Required Lenders, and any past default or noncompliance with any provisions may be waived with the consent of the Required Lenders, unless such consent requires the consent of all Lenders or all affected Lenders as described in the next paragraph.
	Amendment, modification and supplement with consent of each affected Lender: the Borrowers and the Administrative Agent may not amend, modify or supplement the Term Loan Facility without the written consent of each affected Lender, if such amendment, modification or supplement:
		(i)	extends the scheduled final maturity of the Term Loans;
		(ii)	reduces the rate of interest of any Term Loan (other than any waiver of default interest) or any fee or any premium payable under the Term Loan Facility;
		(iii)	extends the time for payment of any interest, fees or premium;
		(iv)	reduces the principal amount of any Term Loan;
		(v)	amends, modifies, terminates or waives any provision of the amendment and waiver section or any other provision of the Term Loan Facility that expressly provides that the consent of all Lenders is required;
		(vi)	amends the definition of "Required Lenders";
		(vii)	releases all or substantially all of the Collateral or all or substantially all of the Guarantors from the guarantee agreement except as expressly provided in the Term Loan Facility (including in connection with a "credit bid"); or
		(viii)	consents to the assignment or transfer by any Credit Party of any of its rights and obligations under the Term Loan Facility;

			provided that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (v), (vi), (vii) and (viii).
Required Lenders	Lenders holding a majority of the Term Loans.
Expenses and Indemnification	Substantially consistent with the Prepetition Facilities.
Assignments and Participations	Provisions relating to assignments and participations shall be substantially the same as the Prepetition Facilities; provided that the Borrowers shall be permitted to repurchase the Term Loans in the open market from the Lenders to the extent such Term Loans are purchased by the Borrowers and immediately retired.
Other Provisions	Customary provisions regarding increased costs, illegality and tax indemnities and other similar provisions such as waiver of jury trial, submission to jurisdiction, counterparts, severability, integration, release of guarantees and liens, notices, payment of expenses and agency provisions relating to the Administrative Agent.
Governing Law	State of New York.
Administrative Agent and Collateral Agent	[TBD]

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Overview of the MSA	Each member of the Group, including the Parent, and TMS will enter into the MSA to agree to the principal terms of the engagement of TMS which, among other things, will also include the following elements (as described in more detail below):
		(a)	The engagement of TMS to provide services to the Group being specified in a separate Individual Management Agreement to be entered into by each respective subsidiary and TMS and contain the terms and conditions listed in Appendix 2 hereto.
		(b)	In consideration for rendering the services described in the MSA, the Group will pay certain fees to TMS as provided below.
Individual Management Agreement		On the MSA Effective Date, each Rig Owning Entity, as applicable, will enter into a Management Agreement on substantially the terms set out in Appendix 2.
Duration of MSA and each Individual Management Agreement	Each of the MSA and the respective Individual Management Agreements shall have an initial term of ten (10) years, commencing on the MSA Effective Date, each of which shall be subject to annual one

	year renewable extensions upon approval of the Board of Directors of Parent 90 days prior to the expiration of the prior term (the "Term").
Fixed Annual Cash Payments	Parent will pay $15.5 million in fixed annual cash payments paid monthly, (the "Fixed Annual Cash Payments"), plus reasonable out-of-pocket and travel expenses in connection with the performance of the obligations under the MSA and consistent with the policies of the Group at the time of the transaction, which shall be invoiced monthly and supported by relevant documentation. For the avoidance of doubt, the Fixed Annual Cash Payments shall not be reduced by Parent in the event the Group requests lesser services than are required to be performed under the MSA.
Incentive Payments	Up to an additional $10 million per year ("Bonus Fee") based on the following incentive criteria.1
		1.	Uptime
			(a)	Metric: Realized uptime measured as revenue earning days over available contracted drilling days ("Revenue Efficiency").
			(b)	Formula: Percentage of Bonus Fee to be calculated based on thresholds of Revenue Efficiency for the full calendar year.
				(i)	0% Bonus Fee for less than 93% Revenue Efficiency;
				(ii)	Proportionally increasing Bonus Fee between 0-100% for 93.1% to 97% Revenue Efficiency; and
				(iii)	100% Bonus Fee for greater than 97% Revenue Efficiency.
			(c)	Maximum Amount of Bonus Fee with respect to the Uptime metric per year: $2.5 million
		2.	Safety Record
			(a)	Metric: Total Recordable Incident Rate ("TRIR")
			(b)	Formula: Calculated based on fixed rates as follows:
				(i)	50% Bonus Fee for TRIR under 0.4;

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				(ii)	100% Bonus Fee for TRIR under 0.3.
		(c)	Maximum Amount of Bonus Fee with respect to the Safety Record metric per year: $2 5 million
		3.	Annual Approved Budget
			(a)	Metric: Performance With Annual Approved Budget
			(b)	Formula: Compare financial performance of the Group with the Annual Approved Budget then in effect. If Group has performed at or better than such Annual Approved Budget, TMS shall receive the entire Maximum Amount of Bonus Fee detailed below. If Group misses the Annual Approved Budget by 10% or less, TMS shall receive 50% of the Maximum Amount of Bonus Fee detailed below. If Group misses the Annual Approved Budget by 19.9% or less, TMS shall receive 25% of the Maximum Amount of Bonus Fee.
			(c)	Maximum Amount of Bonus Fee with respect to the EBITDA Margin metric per year: $2 5 million
		4.	Strategic Priorities
			(a)	Metric: Calculated based on performance of enumerated goals proposed by the Board of Directors of Parent annually (to be determined post-performance by the Board of Directors of Parent).
			(b)	Maximum Amount of Bonus Fee with respect to the Strategic Priorities metric per year: $2 5 million
Commercial Fee	1.0% commercial fee on all monies earned under any drilling contract entered into after the MSA Effective Date; provided that, with respect to any such drilling contracts the commercial fee shall be reduced dollar-for-dollar by any fees paid to third parties (other than local partners and/or agents required by local law) in connection with such new drilling contracts. The fee structure for contracts entered into prior to the MSA Effective Date shall not be affected. Notwithstanding anything to the contrary herein, the commercial fees on all monies earned by a member of the Group under any drilling contract entered into prior to termination or expiration of the MSA shall remain due and payable in full to TMS until the expiration of all such drilling contracts, except solely with respect to any drilling contract with respect to which a felony is proven beyond a reasonable doubt in a court of law in

	connection with the procuring of such drilling contract which leads to termination for Cause.
▇▇▇▇▇▇▇ Fees	At the option of Parent or each Rig Owning Entity, as applicable, pursue ▇▇▇▇▇▇▇ services at the following rates with TMS:
			(a)	A fee of $35 per person per day for offshore personnel provided through TMS;
			(b)	A fee of $50 per person per day for catering services provided through TMS; and
			(c)	A fee of $2,000 per person per day for superintendent attendance offshore provided by TMS.
Termination Fee	Fee for termination by Parent without Cause (as defined below) of either (x) $150 million, which amount shall be reduced rateably over the term of the Management Agreement or (y) $30 million, whichever is greater (the "Convenience Termination Fee").
Security Deposit	On the MSA Effective Date, the Parent shall place in escrow a refundable security deposit of $5 million (the "Security Deposit"). The Security Deposit shall be refundable to Parent at the end of the Term. If, for any reason, any member of Group fails to make payment of any amounts due and owing under the MSA, TMS may draw upon such Security Deposit until paid in full. The Parent shall immediately replenish the Security Deposit so that it remains at $5 million Notwithstanding anything herein to the contrary, if any member of Group owes TMS greater than the amount of the Security Deposit, the Group shall still owe any difference between the amount owed and the Security Deposit, payable within five days of such payment being due.
Other Fees	Other fees shall be provided under the Management Agreement and the respective Individual Management Agreements to the extent approved by Parent.
Shareholders Agreement	TMS will acknowledge the Shareholders Agreement and agree to use commercially reasonable efforts not to take any action in contravention of the terms of the Shareholders Agreement.
Amendments and waivers	Terms of the MSA may be amended with the consent of the Parent as of the date such amendment is proposed.

Termination	Termination for Convenience. The MSA may be terminated by the Parent without Cause (as defined below) at any time, subject to payment of the Convenience Termination Fee within five (5) business days of such termination.
	Termination for Cause. The MSA may be terminated by the Parent for Cause upon five (5) business days' notice to TMS (a "Notice of Termination for Cause") only after Parent has placed into an escrow account with an independent escrow agent acceptable to the Parent and TMS (the "Escrow Account") the lower of (x) $50 million or (y) the Convenience Termination Fee due and owing at that time. If TMS provides a written notice to the Parent within such five-business day period (an "Objection Notice") pursuant to which a director of TMS certifies to the Parent that Cause does not exist, then (a) the Parent may rescind such Notice of Termination for Cause or (b) terminate the MSA following the expiration of such five-business day period subject to complying with the procedures described below under "Dispute Procedures." If TMS fails to provide an Objection Notice within such five-business day period, the MSA shall terminate upon the expiration of such period and no further sums shall be due by the Parent under the MSA.
	Dispute Procedures. If, following the delivery by Parent of a Notice of Termination for Cause pursuant only to provisions (i) and (iii) of the definition of Cause herein, TMS timely delivers an Objection Notice and, notwithstanding the delivery of such Objection Notice, the Parent terminates the MSA, then:
		(a)	The Parent and TMS shall refer the dispute to binding arbitration pursuant to the arbitration provisions of the MSA described below under "Governing law and jurisdiction."
		(b)	If the arbitrators (acting by majority) rule that Cause did exist, then (I) no further sums shall be due by the Parent under the MSA and (II) all amounts on deposit in the Escrow Account shall be disbursed to the Parent.
		(c)	If the arbitrators (acting by majority) rule that Cause did not exist, then (I) the Parent will pay to TMS an amount equal to the Convenience Termination Fee calculated as of the date of termination of the MSA less the amounts on deposit in the Escrow Account and (II) all amounts on deposit in the Escrow Account shall be disbursed to TMS.

	Notwithstanding the foregoing, any conviction of Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the "Senior Supervisory Personnel") for, or a plea of guilty or no contest to, fraud or a felony each solely in connection with the services to be provided under the MSA shall automatically constitute Cause without having to be submitted to arbitration pursuant to the above.
	Termination by TMS. The MSA may be terminated by TMS if Parent is in payment default under the MSA and such default is not cured within 90 days of written notice of such default delivered to the Board of Directors of Parent, except in connection with the Convenience Termination Fee, which shall have no grace period.
	Terms of the MSA which survive termination to be agreed.
Liability	TMS shall be under no liability whatsoever to the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, and howsoever arising in the course of performance of the services under the MSA unless same is proved to have resulted from the willful default of TMS or its employees or agents, or sub-contractors employed by TMS, in which case TMS' liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of (a) for the first year of the MSA, $15 5 million, and (b) thereafter, the aggregate fees paid under the MSA during the immediately preceding twelve-month period; provided, however, that notwithstanding the foregoing, there shall be no limitation on liability in the case of a loss, damage, delay or expense resulting from fraud or theft of Senior Supervisory Personnel.
Indemnities	The Group shall indemnify TMS pursuant to the terms of the TMS Indemnity which shall be set forth in the MSA.
Governing law and jurisdiction	The MSA will be governed by English law. The Parties to the MSA Agreement will submit any dispute under or arising under the MSA to arbitration in London, England, in accordance with LMAA rules. Arbitrations will be conducted by three arbitrators, one of which will be selected by TMS, one of which will be selected by the Group and one of which will be selected by agreement of the two foregoing arbitrators. Rulings of the arbitrators will be by majority vote of the three arbitrators.
MEP	Parent shall grant to TMS post-Effective Date ordinary shares of Parent in the amount provided in the Restructuring Agreement. Such ordinary shares will vest 25% on each anniversary of such grant.
	If there is a termination of the MSA for Cause that TMS objects to, TMS will forfeit all of its unvested shares, provided that (a) such forfeiture will only occur upon either (x) in the case of a Cause event under subsections (i) or (iii) of the definition of Cause herein, (A) if no

	Objection Notice is timely delivered, upon the date of termination of the MSA, and (B) otherwise, upon the determination by the arbitrator that Cause exists; or (y) a conviction for, or a plea of guilty or no contest to, fraud or a felony each solely in connection with the services to be provided under the MSA by either of the Senior Supervisory Personnel and (b) the number of unvested shares subject to such forfeiture shall be calculated as of the date of termination.

Term	Description
Parties	Parent, Each Rig Owning Entity and Other Group Members
	TMS Offshore Services Ltd. ("TMS")
Duration	10 years
Fees	As per the MSA
Form	Each Individual Management Agreement shall be based on the latest B1MCO form, with logical amendments.
Services	TMS shall provide the following services to each Rig Owning Entity:
		(a)	Other administrative services, as requested by the Rig Owning Entity.
		(b)	Insurance arrangements for the drilling units
		(c)	Accounting Services
		(d)	Financing Services
		(e)	Commercial and Marketing Services
		(f)	Executive Services
		(g)	Legal Support Services
		(h)	▇▇▇▇▇▇▇ Services
		(i)	Catering Services
		(j)	Information Technology ("I.T.") Services
		(k)	Superintendancy Services
		(l)	Any other services as agreed between Parent and TMS for all drilling units The context of these services shall be agreed by the parties in each separate Individual Management Agreement.
Amendments and waivers	Terms of the Individual Management Agreement can be amended with the consent of Parent and TMS as of the date that such amendment is proposed.
Termination	The Individual Management Agreement shall terminate automatically without any further action being taken by any party, or any notice being required from any party upon the expiry of its Term or upon a termination of the MSA.
	Terms of the Individual Management Agreement to survive termination to be agreed.

Governing law and jurisdiction	Each Individual Management Agreement will be governed by English law. The Parties to each Individual Management Agreement shall refer any dispute under or arising under the relevant Individual Management Agreement to arbitration in London, UK as per the LMAA rules.

To:	Ocean Rig UDW Inc. (the "Parent")
Cc:	▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP Counsel to the Ad Hoc Committee, Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP Prime Clerk LLC (The Information Agent)
From:	[Supporting Creditor] (the "Supporting Creditor")
Date:	[·]

Date	P = Purchase S= Sale	Counterparty	Debt Instrument Type	Amount