Ocean Rig UDW 20-F 2017 FY Annual report (foreign)

Exhibit 4.47

Execution Version

FIFTH AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT

THIS AMENDMENT (this "Amendment"), dated as of May 31, 2017, to the Restructuring Support Agreement, dated as of March 23, 2017 and as amended from time to time, among Ocean Rig UDW Inc. ("Parent"), Drillships Financing Holding Inc., Drillships Ocean Ventures Inc., Drill Rigs Holdings Inc. and the Supporting Creditors (the "RSA") is made by and among Parent (on behalf of itself and each of the Scheme Companies) and the Supporting Creditors listed on the signature pages hereto, which constitute the Majority Supporting Lenders. Capitalized terms used but not defined herein have the meanings set forth in the RSA or the applicable amendments thereto.

RECITALS

WHEREAS, pursuant to Clause 12.2 of the RSA, holders of DRH Scheme Claims are entitled to a pro rata portion of the DRH Early Consent Fee if they accede to the RSA by the DRH Early Consent Deadline; and

WHEREAS, the DRH Put Underwriters have requested that the RSA be amended in order to extend the period for holders of DRH Scheme Claims to accede to the RSA and receive a pro rata portion of the DRH Early Consent Fee, and Parent and the Majority Supporting Lenders have agreed to do so pursuant to the term of this amendment.

NOW, THEREFORE, the parties hereto agree as follows:

1.            AMENDMENT

As of the date hereof, the parties hereto hereby amend Schedule 1 (Definitions) of the RSA to replace the definition of "DRH Early Consent Deadline" with the following:

""DRH Early Consent Deadline" means 5:00 p.m. (New York time) on June 14, 2017."

2.            CONDITIONS TO EFFECTIVENESS AND INFORMATION SHARING

This Amendment shall become effective upon such time as the Amendment has been duly executed by each of Parent (on its own behalf and on behalf of each of the Scheme Companies) and the Majority Supporting Lenders on the date hereof.

3.            REPRESENTATIONS AND WARRANTIES

3.1 The Supporting Creditors party hereto represent and warrant that they constitute the Majority Supporting Lenders as of the date hereof.

3.2 Each party hereto hereby represents and warrants to each of the other parties hereto that the representations and warranties set forth in Clause 4 of the RSA are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of the date hereof.

4.             REFERENCE TO AND EFFECT ON THE RSA

4.1 This Amendment shall constitute a Restructuring Document for purposes of the RSA. Except as specifically amended by this Amendment, the RSA shall remain unchanged and unwaived and shall remain in full force and effect and is hereby ratified and confirmed. The amendment set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment or waiver of any right, power or remedy of any party hereto under, or an amendment or waiver of, consent to or modification of any other term or provision of the RSA or of any transaction or future action on the part of the parties hereto which would require the consent of any other party hereto under the RSA.

5.             HEADINGS

Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

6.            APPLICABLE LAW

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any choice of law provisions which would require the application of the law of any other jurisdiction.

7.             COUNTERPARTS

7.1 This Agreement may be executed in any number of counterparts and:

(a) each such counterpart shall be deemed to be an original;

(b) all such counterparts shall constitute one and the same document; and

(c) each Person executing a counterpart shall become a party hereto.

7.2 Transmission by fax or emailed scanned copy of an executed counterpart of this Waiver shall be deemed to constitute due and sufficient delivery of such counterpart.

[Signature pages to follow]

Ocean Rig UDW Inc. as Parent
By:	/s/ Anthony Kandylidis
	Name:      Anthony Kandylidis
	Title:        President & CFO

AVENUE COPPERS OPPORTUNITIES FUND, L.P.
By: Avenue COPPERS Opportunities Fund GenPar, LLC,its General Partner
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member
AVENUE-ASRS EUROPE OPPORTUNITIES FUND, L.P.
By: Avenue-ASRS Copper Europe Opportunities Fund GenPar, LLC,its General Partner
By: GL ASRS Europe Partners, LLC,its Managing Member
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member
AVENUE ENERGY OPPORTUNITIES FUND, L.P.
By: Avenue Energy Opportunities Partners, LLC,its General Partner
By: GL Energy Opportunities Partners, LLC,its Managing Member
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member
AVENUE ENTRUST CUSTOMIZED PORTFOLIO SPC ON BEHALF AND FOR THE ACCOUNT OF AVENUE US/EUROPE DISTRESSED SEGREGATED PORTFOLIO
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member

AVENUE EUROPE OPPORTUNITIES MASTER FUND L.P.
By: Avenue Europe Opportunities Fund GenPar, LLC,its General Partner
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member
AVENUE EUROPE SPECIAL SITUATIONS FUND III (U.S.), L.P.
By: Avenue Europe Capital Partners III, LLC,its General Partner
By: GL Europe Partners III, LLC,its Managing Member
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member
AVENUE EUROPE SPECIAL SITUATIONS FUND III (EURO), L.P.
By: Avenue Europe Capital Partners III, LLC,its General Partner
By: GL Europe Partners III, LLC,its Managing Member
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member
AVENUE INVESTMENTS, L.P.
By: Avenue Partners, LLCits General Partner
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member

AVENUE PPF OPPORTUNITIES FUND, L.P.
By: Avenue PPF Opportunities Fund GenPar, LLC,its General Partner
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member
AVENUE SPECIAL OPPORTUNITIES FUND II, L.P.
By: Avenue SO Capital Partners II, LLC,its General Partner
By: GL SO Partners II, LLC,its Managing Member
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member
MANAGED ACCOUNTS MASTER FUND SERVICES – MAP10a Sub Trust of Managed Accounts Master Fund Services
By: Avenue Capital Management II, L.P.its Investment Manager
By: Avenue Capital Management II GenPar, LLCits General Partner
By:	/s/ Sonia Gardner
	Name:      Sonia Gardner
	Title:        Member

BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
By: BlueMountain Capital Management, LLC,its investment manager
By:	/s/ David M. O'Mara
	Name:      David M. O'Mara
	Title:        Deputy General Counsel
BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
By: BlueMountain Capital Management, LLC,its investment manager
By:	/s/ David M. O'Mara
	Name:      David M. O'Mara
	Title:        Deputy General Counsel
BLUEMOUNTAIN TIMBERLINE LTD.
By: BlueMountain Capital Management, LLC,its investment manager
By:	/s/ David M. O'Mara
	Name:      David M. O'Mara
	Title:        Deputy General Counsel
BLUEMOUNTAIN KICKING HORSE FUND L.P.
By: BlueMountain Capital Management, LLC,its investment manager
By:	/s/ David M. O'Mara
	Name:      David M. O'Mara
	Title:        Deputy General Counsel

BLUEMOUNTAIN LOGAN OPPORTUNITIES MASTER FUND L.P.
By: BlueMountain Capital Management, LLC,its investment manager
By:	/s/ David M. O'Mara
	Name:      David M. O'Mara
	Title:        Deputy General Counsel
BLUEMOUNTAIN SUMMIT TRADING L.P.
By: BlueMountain Capital Management, LLC,its investment manager
By:	/s/ David M. O'Mara
	Name:      David M. O'Mara
	Title:        Deputy General Counsel
BLUEMOUNTAIN FOINAVEN MASTER FUND L.P.
By: BlueMountain Capital Management, LLC,its investment manager
By:	/s/ David M. O'Mara
	Name:      David M. O'Mara
	Title:        Deputy General Counsel
BLUEMOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
By: BlueMountain Capital Management, LLC,its investment manager
By:	/s/ David M. O'Mara
	Name:      David M. O'Mara
	Title:        Deputy General Counsel

Elliott Associates, LP
By:	Elliott Capital Advisors, L.P., General Partner
By:	Braxton Associates, Inc., General Partner
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Springfield Associates, LLC
By:	Elliott Associates, L.P., as managing member
By:	Elliott Capital Advisors, L.P., as general partner
By:	Braxton Associates, Inc., as general partner
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Elliott International, LP
By:	Elliott International Capital Advisors, Inc., as Attorney-in-Fact
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Kensington International Limited
By:	Elliott International Capital Advisors, Inc., as Attorney-in-Fact
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President

Queensferry M LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry A LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry C LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry E LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry H LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President

Upton A LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Upton C LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry Y LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Upton E LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Athena Investments Holdings LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President

Upton I LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry B LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Upton B LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Upton D LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry N LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President

Queensferry O LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry P LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry Q LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry S LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry U LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President

Queensferry W LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry X LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Lovington Onshore LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Jesmond Holdings LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Bristol Partners LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President

Queensferry F LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry G LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry I LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry J LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry L LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President

GIM Holdings LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Clementine Ltd.
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Benjamin Capital Ltd.
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Columbia Point Limited
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Winter Valley Offshore LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President

Queensferry D LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Upton F LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry R LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry V LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President
Queensferry Z LLC
By:	/s/ Elliot Greenberg
	Name:      Elliot Greenberg
	Title:        Vice President

HATHOR CAPITAL LIMITED
By:	/s/ James Murphy
	Name:      James Murphy
	Title:        Attorney-in-Fact
RICIMER CAPITAL LIMITED
By:	/s/ James Murphy
	Name:      James Murphy
	Title:        Attorney-in-Fact
SILVER TEAL CAPITAL LIMITED
By:	/s/ James Murphy
	Name:      James Murphy
	Title:        Attorney-in-Fact
CASTLE APRON CAPITAL LIMITED
By:	/s/ James Murphy
	Name:      James Murphy
	Title:        Attorney-in-Fact
LION POINT MASTER L.P.
By: Lion Point Capital, LP,its investment manager
By:	/s/ James Murphy
	Name:      James Murphy
	Title:        COO/CFO