Contract
Exhibit
10a
3.01
CONTRACT
NO. MA-13837
AMENDMENT
NO. 1
TO
THIS
AMENDMENT NO. 1,
dated as
of June 15, 2005 (the "Amendment"), to that certain Commitment to Guarantee
Obligations, dated as of May 28, 2003 (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 May
28, 2003, the Shipowner executed the Indenture, and issued thereunder a Floating
Rate Note designated, "United States Government Guaranteed Ship Financing
Obligations, SCOOTER XXXXXXXX Series" (the "Initial Transaction") with a
maximum
principal amount of $91,198,000;
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
$85,118,000;
WHEREAS,
Section
4(b) 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 (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 Floating Rate Note, by
the
issuance of a Fixed Rate Note in the aggregate principal amount of
$85,118,000;
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 the Trust Indenture, Amendment No. 2 to the Security Agreement, and the
Obligations to be issued June 15, 2005, 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 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 May 28, 2003, 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, the 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: ____________________________
Secretary
___________________________
Assistant
Secretary
ROWAN
COMPANIES, INC.
(SEAL)
ATTEST: By:
_______________________
Vice
President- Finance and
Treasurer
___________________________
Secretary
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