13D Filing: Elliott Associates, L.P. and Ocean Rig UDW Inc. (ORIG)

The Reporting Persons intend to recommend that the Issuer hire advisers to review
opportunities to maximize shareholder value, including changes to capital structure, utilization of significant assets and
possible strategic transactions. The Reporting Persons may also develop plans and/or make proposals with respect to, or with
respect to
potential
changes in, the operations, management, the organizational documents, Board composition, ownership, capital or
corporate
structure, dividend policy, strategy and plans of the Issuer, utilization of significant assets, potential strategic
transactions
involving the
Issuer or
certain of the Issuer’s businesses or assets.  Such plans or proposals may relate to or result in one or more of
the actions set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.  The Reporting Persons intend to have
discussions with the Issuer’s management, manager, board of directors, other shareholders or third parties, including,
potential
advisers, potential acquirers and financing sources, relating to the Issuer and the plans or proposals set forth above, or
may change their intention with respect to any and all matters referred to in this Item 4.   The Reporting
Persons may have such discussions alone or together with one or more of the foregoing persons. The Reporting Persons intend
to have discussions with shareholders affiliated with Avenue Capital Management II, L.P. (collectively, the
“Avenue Parties”) and BlueMountain Capital Management, LLC (collectively, the “BlueMountain Parties”)
regarding such opportunities to enhance shareholder value and may have discussions with the persons listed above together
with the Avenue Parties and the BlueMountain Parties. The Reporting Persons may exchange information with the Issuer and any
of the foregoing persons pursuant to appropriate confidentiality or similar agreements.

The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended with the Avenue Parties and the BlueMountain Parties. Collectively, the group
may be deemed to have beneficial ownership of the shares of Common Stock beneficially owned by each of the group members. Each
of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock beneficially owned by the Avenue Parties
and the BlueMountain Parties. The Avenue Parties and BlueMountain parties separately report their beneficial ownership of the Issuer’s
Common Stock on Schedules 13D with the Securities and Exchange Commission and reference is hereby made to those filings for the
beneficial ownership of each party and any changes thereto.