AMENDMENT NO. 1 TO COMMITMENT TO GUARANTEE OBLIGATIONS
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XX. XX-00000
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NO. 1
TO
COMMITMENT
TO GUARANTEE OBLIGATIONS
THIS AMENDMENT NO. 1, dated as
of November 24, 2009 (the "Amendment"), to that certain Commitment to Guarantee
Obligations, dated as of May 23, 2001 (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” or “Administrator”),
and ROWAN COMPANIES, INC. (the "Shipowner", and together with the Secretary, the
"Parties").
WHEREAS, on May 23, 2001, the
Shipowner executed the Indenture, and issued thereunder a Floating Rate Note
designated, "United States Government Guaranteed Ship Financing Obligations,
GORILLA VIII Series" with a maximum principal amount of
$187,295,000;
WHEREAS, on June 22, 2007, in
connection with the change in the Stated Maturity, the Shipowner executed
Supplement No. 1 to Trust Indenture and amended and restated the Floating Rate
Note (the “Initial Transaction”);
WHEREAS, pursuant to Title XI
of the Merchant Marine Act, 1936 (now codified as Chapter 537 of
Title 46 of the U.S. Code), 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
$124,859,000;
WHEREAS, Section 4(b) of the
Special Provisions of the Trust Indenture provides that the Shipowner may redeem
or prepay the amended and restated 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 (the “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 amended and restated Floating Rate Note, by
the issuance of a Fixed Rate Note in the aggregate principal amount of
$124,859,000;
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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 are the
forms of the Obligation Purchase Agreement, Supplement No. 2 to Trust Indenture,
Amendment No. 3 to Security Agreement, and the Obligations to be issued November
24, 2009, the forms of which are hereby approved by the Secretary.
Section
1.02 Article III of the Commitment shall be amended pursuant
to Article V 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 A to Supplement No. 2 to Trust
Indenture. The Obligations shall be subject to all of the terms and
conditions set forth in the Indenture. Supplement No. 2 to Trust
Indenture, Amendment No. 3 to 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.
Capitalized terms not specifically
defined herein shall have the respective meanings stated in Schedule A to Trust
Indenture dated May 23, 2001, as amended, between the Shipowner and the
Indenture Trustee.
This Amendment 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
Amendment No. 1 has been executed and sealed by the United States and accepted
and sealed by the Shipowner on the day and year first above
written.
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UNITED
STATES OF AMERICA
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SECRETARY
OF TRANSPORTATION
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BY: MARITIME
ADMINISTRATOR
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(SEAL)
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ATTEST:
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Xxxxxxxxx Xxxxxxx
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Secretary
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Xxxxx X. Xxxxxxxxxx
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Assistant
Secretary
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ROWAN
COMPANIES, INC.
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(SEAL)
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ATTEST:
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By:
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Xxxxxxx X. Xxxxx
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Vice
President, Finance and
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Chief
Financial Officer
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Xxxxxxx X. Xxxxx
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Corporate
Secretary
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