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EXHIBIT 10p
AMENDMENT NO. 1
TO
COMMITMENT TO GUARANTEE OBLIGATIONS
THIS AMENDMENT NO. 1, dated June 30, 1997 (the "Amendment", to that
certain Commitment to Guarantee Obligations, dated as of December 17, 1996 (the
"Commitment") is by and between the United States of America, represented by
the Secretary of Transportation, acting by and through the Maritime
Administration (the "Secretary"), and ROWAN COMPANIES, INC. (the "Shipowner",
and together with the Secretary, the "Parties").
WHEREAS, on December 17, 1996, the Shipowner executed the Indenture,
and issued thereunder a Floating Rate Note (the "Obligations") designated,
"United States Government Guaranteed Ship Financing Obligations, GORILLA V
Series" (the "Initial Transaction") with a maximum principal amount of
$153,091,000;
WHEREAS, pursuant to Title XX xx xxx Xxxxxxxx Xxxxxx Xxx, 0000, the
Secretary guaranteed the payment of outstanding principal of and interest on
the Obligations;
WHEREAS, Article Fourth of the Special Provisions of the Trust
Indenture provides that the Shipowner may redeem or repay the Floating Rate
Note, in whole or in part, on a Redemption Date designated by the Shipowner,
from the proceeds of the issuance of a fixed rate note; and
WHEREAS, the Parties wish to amend certain documents relating to the
Initial Transaction in order to provide for the redemption of a part of the
Floating Rate Note by the Shipowner's issuance of a fixed rate note,
NOW THEREFORE, in consideration of the mutual rights and obligations
set forth herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1.01 Annexed to each counterpart of this Amendment No. 1 to
the Commitment to Guarantee Obligations are the forms of the Obligation
Purchase Agreement, Amendment No. 1 to the Credit Agreement, Supplement No. 1
to the Trust Indenture, Amendment No. 1 to the Security Agreement, the
Secretary's Note and the Obligations, the forms of which are hereby approved by
the Secretary.
SECTION 1.02 Article III of the Commitment shall be amended pursuant
to Article VI thereof, as follows:
The Obligations shall be as provided in the Indenture and in the form of
the Floating Rate Note and the form of the Fixed Rate Note annexed as Exhibits
2 and 3 to the Indenture, respectively. The Obligations shall be subject to
all of the terms and conditions set forth in the Indenture. Supplement No. 1
to the Trust Indenture, Amendment No. 1 to the Security Agreement,
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the Secretary's Note and the Obligations shall be executed and delivered by the
Shipowner on the Effective Date.
Except as so amended, the provisions of the Commitment shall apply to
and govern this Amendment No. 1 to Commitment to Guarantee Obligations.
Capitalized terms not specifically defined herein shall have the
respective meanings stated in Schedule A to the Trust Indenture dated as of
December 17, 1996, as amended, between the Shipowner and the Indenture Trustee.
This Amendment No. 1 to Commitment to Guarantee Obligations may be executed
in several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Amendment No. 1 to Commitment to Guarantee
Obligations has been executed and sealed by the United States and accepted and
sealed by the Shipowner on the day and year first above written.
UNITED STATES OF AMERICA
SECRETARY OF TRANSPORTATION
BY: MARITIME ADMINISTRATOR
(SEAL)
ATTEST:
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Secretary
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Assistant Secretary
ROWAN COMPANIES, INC.
(SEAL)
ATTEST: By:
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Senior Vice President
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Secretary
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