Ocean Rig UDW Inc. Announces the Completion of Its Restructuring and the Occurrence of the Restructuring Effective Date - Seite 3

Additionally, certain Scheme Creditors which opted to receive New Non-Marginable Shares pursuant to the Schemes in lieu of common shares, will receive such shares as soon as possible after the adoption of the Second Amended and Restated Memorandum and Articles of Association of the Company (as described below) and the passing of a resolution to redesignate certain of the Company's common shares as New Non-Marginable Shares at the UDW EGM. The UDW EGM is expected to take place on November 3, 2017. The New Non-Marginable Shares will be designated as class B convertible common shares of par value of U.S. $0.01 each of the Company and will not be listed on a national securities exchange or a national market system.

Discharge of JPLs

As soon as practicable after the Restructuring Effective Date, the Scheme Companies and the joint provisional liquidators ("JPLs") shall apply to the Cayman Court for discharge of the JPLs.

New Credit Facility

On the Restructuring Effective Date, pursuant to the Schemes, the Company and certain of its subsidiaries, as borrowers and guarantors, entered into a new credit agreement dated September 22, 2017 (the "New Credit Agreement") with the Scheme Creditors participating in the Schemes relating to DOV and DFH, or their nominees (the "Lenders"). The New Credit Agreement contains limited financial covenants. In addition, the Company and certain of its subsidiaries will guarantee the obligations of the New Credit Agreement and collateral has been granted to the Lenders by way of a first priority lien over substantially all existing and newly acquired assets of the borrowers and guarantors. The New Credit Agreement consists of an about $450 million senior secured term loan facility bearing interest at 8.00% per annum with a maturity date of September 20, 2024. In connection with the entry into the New Credit Agreement, the borrowers and guarantors entered into a new intercreditor agreement dated September 22, 2017 (the "New Intercreditor Agreement") with the collateral agents and certain other parties thereto.

Management Services Agreement

On the Restructuring Effective Date, as part of the Restructuring, the Company and each of its vessel-owning subsidiaries entered into the Management Services Agreement dated September 22, 2017 (the "TMS Agreement"), pursuant to which TMS provides certain management services related to the Company drilling units, including but not limited to commercial, financing, legal and insurance services. In consideration for these services, the Company has agreed to pay TMS Offshore Services Ltd. ("TMS") an annual fee of $15.5 million (not including reimbursement for certain expenses incurred in connection with its performance of services as manager) plus up to an additional $10 million based on the satisfaction of certain performance metrics. The Company has also agreed to pay a 1.0% commercial fee on all earnings under any existing drilling contract and any drilling contract entered into after the commencement of the TMS Agreement, subject to certain conditions.