Ocean Rig UDW Inc. Announces the Completion of Its Restructuring and the Occurrence of the Restructuring Effective Date - Seite 4

The Company may terminate the TMS Agreement at any time, subject to the payment of a termination fee of the greater of (x) $150 million, which amount shall be reduced ratably on a daily basis over the term of the TMS Agreement, which initial term is ten years commencing from the commencement date or (y) $30 million (the "Convenience Termination Fee"). The Company may also terminate the TMS Agreement for "cause" upon five business days' notice to TMS, subject to certain conditions, including the payment to an escrow account of the lesser of (x) of $50 million or (y) the Convenience Termination Fee, due and owing at the time, such funds to be released in accordance with the decision of an appointed arbitrator. The TMS Agreement may also be terminated by TMS if the Company defaults under the TMS Agreement and such default is not cured within ninety (90) days of written notice of such default.

The TMS Agreement replaced the management services agreement the Company and its subsidiaries had entered into with TMS on March 31, 2016, as amended.

Governance Agreement

On the Restructuring Effective Date, the Company entered into a Governance Agreement dated September 22, 2017 (the "Governance Agreement") with certain of the Scheme Creditors receiving new equity of the Company pursuant to the Schemes. The Governance Agreement provides for certain governance and shareholders' rights, including customary registration rights.

New UDW Articles

As previously announced, shareholders of the Company will have the opportunity to vote at the UDW EGM on proposals to: (i) adopt the Second Amended and Restated Memorandum and Articles of Association of the Company (the "New UDW Articles"), (ii) reduce the authorized share capital of the Company and (iii) re-designate issued and unissued authorized common shares as class A common shares (which the Company believes will continue to be traded on NASDAQ under the symbol "ORIG") and class B common shares of the Company, to reduce the number of unissued authorized preferred shares of the Company and to cancel the remaining unissued authorized common shares. Upon the adoption of the New UDW Articles, the Company's board of directors will increase in size to consist of seven directors, of which three directors will be appointed by certain significant Lenders granted appointment rights under the New UDW Articles (the "Lender Directors") and four directors will be appointed by Mr. Economou. The New UDW Articles will also provide that, until the later of the fifth anniversary of the Restructuring Effective Date and (ii) the day immediately preceding the fifth Annual General Meeting held after the Restructuring Effective Date, unless such provision is earlier terminated (the "Termination Date"), the right to remove a director will be limited to the persons entitled to designate such director or for cause by either the affirmative vote of at least two-thirds of the board of directors or a majority of the Lender Directors. Under the terms of the Governance Agreement, the shareholders that are a party thereto have agreed to vote against any proposal to amend the New UDW Articles or the winding-up of the Company unless such proposal is approved by the board of directors, including a majority of the Lender Directors.