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EXHIBIT 10r
SUPPLEMENT NO. 2
TO
TRUST INDENTURE
THIS SUPPLEMENT NO. 2, dated as of July 1, 1998 ("Supplement No. 2"),
to that certain Trust Indenture dated as of December 17, 1996 as amended as of
June 30, 1997 effective July 1, 1997 ("Supplement No. 1") (the "Indenture") is
by and between CITIBANK, N.A., a national banking association, as indenture
trustee (the "Indenture Trustee"), and ROWAN COMPANIES, INC. (the "Shipowner",
and together with the Indenture Trustee, the "Parties").
WHEREAS, on December 17, 1996, the Shipowner executed the Indenture,
and issued thereunder a Floating Rate Note designated, "United States Government
Guaranteed Ship Financing Obligations, GORILLA V Series" (the "Initial
Transaction") with a maximum principal amount of $153,091,000;
WHEREAS, Article Fourth of the Special Provisions of the 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;
WHEREAS, the Parties by Supplement No. 1 amended 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
(the "Second Transaction"); and
WHEREAS, the Parties wish to further amend certain documents relating
to the Initial Transaction and Second Transaction in order to provide for the
complete redemption of the Floating Rate Note and for the escrow funding
contemplated by section 2.03 hereof, by the issuance of a second fixed rate note
in the aggregate amount of $86,091,000.
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:
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ARTICLE FIRST
SECTION 1.01 SCHEDULE A. Schedule A to the Indenture is hereby
amended by adding the following definitions:
"Second Effective Date" means July 1, 1998.
"Fixed Rate Note" shall mean an Obligation substantially in the form of
Exhibit 3A or 3B to the Indenture, appropriately completed.
All other capitalized terms used herein have the meanings set forth in
Schedule A to the Indenture, as amended.
ARTICLE SECOND
The Indenture shall be amended as follows:
Section 2.01 The Obligations. Article Second (a) of the Special
Provisions of the Indenture is restated in its entirety as follows:
(a) The Obligations issued hereunder shall be designated
"United States Government Guaranteed Ship Financing Obligations,
GORILLA V Series," and shall be in the forms of Exhibits 3A and
3B to this Indenture; and, the aggregate principal amount of
Obligations which may be issued under this Indenture shall not
exceed $153,091,000 except as provided in Sections 2.09, 2.10,
2.12 and 3.10(b) of Exhibit 1 hereto.
Section 2.02 Endorsement of Floating Rate Note. On the Second Effective
Date, the Floating Rate Note issued on July 1, 1997 shall be endorsed to show
the redemption of the remaining outstanding amount and thereupon shall be
cancelled.
Section 2.03 Escrow Fund. Approximately $2,494,932 of the proceeds of
the Fixed Rate Note issued on July 1, 1998 is being placed in the Escrow Fund
and will not be disbursed to the Shipowner until the Actual Cost of the Vessel
equals or exceeds $175,042,902. In the estimation of the Shipowner, the Actual
Cost of the Vessel will exceed $175,042,902. In the event that the Actual Cost
of the Vessel does not equal or exceed $175,042,902, a special redemption of the
Fixed Rate Obligations dated July 1, 1998 will occur on a pro rata basis.
Notwithstanding anything to the contrary in the Indenture, in the event that a
special redemption occurs, such funds will be pre-paid on the Second Fixed Rate
Note issued July 1, 1998 and will not affect the
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First Fixed Rate Note issued July 1, 1997 and the Shipowner will pay a
Make-Whole Premium in connection therewith.
Section 2.04 Forms of Fixed Rate Notes. The form of Fixed Rate Note
attached as Exhibit 3 to the Indenture is renumbered as Exhibit 3A and the form
of Fixed Rate Note attached as an Exhibit to this Amendment is designated as
Exhibit 3B to the Indenture.
Section 2.05 Issuance of Fixed Rate Notes. On and after the Second
Effective Date, the Shipowner shall issue and deliver to the Holders thereof
Fixed Rate Note(s) in accordance with the Indenture in the form of Exhibit 3B to
the Indenture.
Except as so amended, the provisions of the Indenture are hereby
confirmed, and shall remain in full force and effect.
This Supplement No. 2 to the Indenture 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.
Notwithstanding any provision herein, in the event there are any
inconsistencies between the original of this document held by the Secretary, and
an original held by any other party to this transaction, the provisions of the
original held by the Secretary shall prevail.
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IN WITNESS WHEREOF, this Supplement No. 2 to the Indenture has
been duly executed by the Parties as of the day and year first above written.
(SEAL) ROWAN COMPANIES, INC.
ATTEST:
By:
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Senior Vice President
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Secretary
CITIBANK, N.A.
(SEAL) Indenture Trustee
ATTEST:
By:
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Xxxxxx X. Xxxxxxxx
Title: Vice President
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Xxxxx Xx
Vice President
CONSENT:
Pursuant to Section 10.05 of the General Provisions Incorporated into
the Trust Indenture by Reference attached as Exhibit 1 to the Trust Indenture,
the Secretary hereby consents to this Supplement No. 2 to the Trust Indenture.
ATTEST: UNITED STATES OF AMERICA,
SECRETARY OF TRANSPORTATION
BY: MARITIME ADMINISTRATION
By:
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Secretary
