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EXHIBIT 10v
AMENDMENT NO. 1
TO
COMMITMENT TO GUARANTEE OBLIGATIONS
THIS AMENDMENT NO. 1, dated as of March 15, 2001 (the
"Amendment"), to that certain Commitment to Guarantee Obligations, dated as of
September 29, 1998 (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 September 29, 1998, the Shipowner executed the
Indenture, and issued thereunder a Floating Rate Note designated, "United States
Government Guaranteed Ship Financing Obligations, GORILLA VI Series" (the
"Initial Transaction") with a maximum principal amount of $171,007,000;
WHEREAS, pursuant to Title XX xx xxx Xxxxxxxx Xxxxxx Xxx,
0000, the Secretary guaranteed the payment of outstanding principal of and
interest on the Floating Rate Note ("the Obligations"), the outstanding
principal amount of which is currently $156,755,000; and
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 complete redemption of
the Floating Rate Note, by the issuance of a fixed rate note in the aggregate
amount of $156,755,000;
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:
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, Supplement No. 1 to
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the Trust Indenture, Amendment No. 2 to the Security Agreement, and the
Obligations to be issued March 15, 2001, 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 to be issued as a fixed rate note shall be as provided
in the Indenture and in the form of the Fixed Rate Note annexed as Exhibit 3B to
the Indenture. 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. 2 to the Security Agreement, and the Obligations to be issued as a
fixed rate note 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
September 29, 1998, 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.
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, this provisions of
the original held by the Secretary shall prevail.
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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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