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EXHIBIT 10r
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 30, 1997,
effective July 1, 1997 (the "Amendment") to that certain Credit Agreement,
dated as of December 17, 1996, (the "Original Credit Agreement"), is by and
between ROWAN COMPANIES, INC., a Delaware corporation, as the Shipowner, and
CITIBANK, N.A., a national banking association, as the Lender (Shipowner and
Lender are referred to collectively herein as "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; 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:
The Original Credit Agreement shall be amended pursuant to Section
11.08 thereof as follows:
Section 1. The Credit Facility. Sections 2.01 and 2.04 of the Credit
Agreement are restated in their entirety as follows:
2.01 Amount.01 Amount. The Lender hereby establishes the Credit
Facility, upon the terms and conditions set forth in this Agreement, in
favor of the Shipowner in the maximum amount of $153,091,000 (the "Credit
Facility Amount"), to enable the Shipowner to finance: (i) the manufacture,
construction, fabrication, financing and purchase of the Vessel; (ii)
Construction Period Interest; and (iii) the Guarantee Fees. The Lender
will, subject to the terms and conditions provided herein, be obligated to
fund under the Credit Facility the amount (the "Available Amount") which
is equal to the excess, if any, of the Credit Facility Amount over the
outstanding principal amount evidenced by the Floating Rate Note, plus the
aggregate outstanding principal amount evidenced by Fixed Rate Notes
("Outstanding Principal").
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2.04 Relationship of Floating Rate Note and Fixed Rate Note.
Disbursements from the Credit Facility shall become the indebtedness of the
Shipowner to the Lender under the Floating Rate Note. The Shipowner shall
convert indebtedness under the Floating Rate Note to indebtedness under one or
more Fixed Rate Notes no later than the earlier of (i) two years from the
Delivery Date, or (ii) July 1, 2000. At its option, and from time to time, the
Shipowner may convert any portion, or all, of the indebtedness of the Floating
Rate Note to a Fixed Rate Note or series of Fixed Rate Notes at any time during
or after the construction of the Vessel, so long as the conversion of the
Floating Rate Note to the Fixed Rate Note does not occur more than two years
after the Delivery Date and, except for the final disbursement, each conversion
is in a minimum amount of $50,000,000; and the Shipowner shall have paid any
amount payable under Section 4.04(a)(iv) or any other provision hereof in
connection therewith.
Section 2. Terms of the Credit. Section 4.03 of the Credit Agreement is
amended by adding the following paragraph (d):
(d) Notwithstanding any other provision to the contrary herein, the
Shipowner shall have the right to prepay any portion of the Floating Rate
Note and convert that Obligation to a Fixed Rate Note so long as it first
obtains the Secretary's consent to the interest rate applicable to the
Fixed Rate Note and, except for the final disbursement, such conversion
equals or exceeds $50,000,000 principal; and the Shipowner shall have paid
any amount payable under Section 4.04(a)(iv) or any other provision hereof
in connection therewith.
Section 3. Definitions. The Schedule of Definitions attached as Exhibit 1
to the Original Credit Agreement is amended by: (a) adding alphabetically the
following definitions:
"Fixed Rate Note" shall mean an Obligation substantially in the form of
Exhibit 3 to the Indenture, appropriately completed.
"Note" shall mean a Floating Rate Note or a Fixed Rate Note.
(b) amending and restating each of the definitions of Maturity and
Obligation to read as follows:
"Maturity" when used with respect to any Obligation, means the date on
which the principal of, or interest on, such Obligation becomes due and payable
as therein provided, whether on a Payment Date, at the Stated Maturity or by
prepayment, repayment, redemption or declaration of acceleration or otherwise.
"Obligation" or "Obligations" shall mean the Floating Rate Note or Fixed
Rate Note(s) of the Shipowner bearing a Guarantee and authenticated and
delivered pursuant to the Indenture and the Authorization Agreement.
All other capitalized terms used herein have the meanings set forth in the
Schedule of Definitions attached as Exhibit 1 to the Original Credit Agreement.
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This Amendment No. 1 to the Credit Agreement 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.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
No. 1 to Credit Agreement to be duly executed and delivered as of the date
first above written.
ROWAN COMPANIES CITIBANK, N.A., as the Lender
By: By:
-------------------------- ---------------------------
(Signature) (Signature)
Name: Name:
------------------------ -------------------------
(Print) (Print)
Title: Title:
----------------------- ------------------------
(Print) (Print)
Consent:
Pursuant to Section 11.08 of the Credit Agreement, the Secretary hereby
consents to this Amendment No. 1 to the Credit Agreement.
ATTEST: UNITED STATES OF AMERICA,
SECRETARY OF TRANSPORTATION
BY: MARITIME ADMINISTRATION
------------------
BY:
-----------------------------
Secretary
Maritime Administration
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EXHIBIT 10r
SUPPLEMENT NO. 1
TO
TRUST INDENTURE
THIS SUPPLEMENT NO. 1, dated as of June 30, 1997, effective July 1,
1997 (the "Supplement"), to that certain Trust Indenture dated as of December
17, 1996 (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; 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:
ARTICLE FIRST
SECTION 1.01 SCHEDULE A. Schedule A to the Indenture is hereby
amended by adding the following definitions:
"Applicable Interest Rate" shall mean:
(a) with respect to Obligations which are the Floating Rate Note, the
rate per annum equal to the lesser of (i) 10.25% per annum, or (ii) LIBOR
plus during the Construction Period, nine-twentieths of one percent (0.45%)
per annum and thereafter, one-half of one percent (0.50%) per annum;
provided, however, that, if the Lender shall have determined, prior to the
commencement of any Interest Period that: (A) Dollar deposits of
sufficient amount and maturity for funding a Disbursement are not available
to such Lender in the London interbank market in the ordinary course of
business; or (B) by reason of
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circumstances affecting the relevant market, adequate and fair means do not
exist for ascertaining the rate of interest to be applicable to a
Disbursement; or (C) the relevant rate of interest referred to in the
definition of LIBOR which is to be used to determine the rate of interest
for a Disbursement does not cover the funding cost to the Lender of making
or maintaining the Disbursement, then the Lender shall so notify the
Indenture Trustee, who shall give notice to the Shipowner of such condition
and interest shall, effective as of the date of such notice and so long as
such condition shall exist, accrue during each applicable Interest Period
at the Base Rate; provided, further, however that if, in the Lender's
reasonable judgment, it becomes unlawful at any time for such Lender to
make or maintain Disbursements based upon LIBOR, the Lender shall so notify
the Indenture Trustee, who shall give notice to the Shipowner of such
determination and, effective as of the date of such notice and so long as
such condition shall exist, interest shall thereafter accrue during each
applicable Interest Period at the Base Rate.
(b) with respect to Obligations which are Fixed Rate Notes, the
interest rate set forth in each such Obligation, which interest rate shall
be as approved by the Secretary as reasonable pursuant to Section 1104A
(b)(5) of the Act.
"Cede" means Cede & Company.
"DTC" means The Depository Trust Company.
"Definitive Obligation" has the meaning specified in Article Sixth,
paragraph (cc) of the Special Provisions of the Indenture.
"Effective Date" means July 1, 1997.
"Fixed Rate Note" shall mean an Obligation substantially in the form of
Exhibit 3 to the Indenture, appropriately completed.
"Global Obligation" has the meaning specified in Article Sixth, paragraph
(cc) of the Special Provisions of the Indenture.
"Letter of Representations" means the Letter of Representations between the
Shipowner and the Indenture Trustee and other documentation necessary or
desirable to effectuate the issuance of the Fixed Rate Notes as Global
Obligations.
"Make-Whole Premium" means an amount equal to the excess, if any, between
(i) the sum of the respective Payment Values of each Prospective Payment, over
(ii) 100% of the aggregate principal amount being prepaid on the Redemption
Date.
"Make-Whole Premium Determination Date" means the second Business Day
before the applicable Redemption Date.
"Maturity," when used with respect to any Obligation, means the date on
which the principal of, or interest on, such Obligation becomes due and payable
as therein provided, whether
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on a Payment Date, at the Stated Maturity or by prepayment, repayment,
redemption or declaration of acceleration or otherwise.
"Note" shall mean a Floating Rate Note or a Fixed Rate Note.
"Obligation" or "Obligations" shall mean the Floating Rate Note or Fixed
Rate Note(s) of the Shipowner bearing a Guarantee and authenticated and
delivered pursuant to the Indenture and the Authorization Agreement.
"Obligation Owners" has the meaning specified in Article Sixth, paragraph
(cc) of the Special Provisions of the Indenture.
"Obligation Register" has the meaning specified in Section 2.10 of Exhibit
1 to the Indenture.
"Original Principal Amount" shall mean the maximum principal amount of the
Obligations.
"Payment Value" of each Prospective Payment shall be determined by
discounting such Prospective Payment at the Reinvestment Rate for the period
from the Payment Date on which such Prospective Payment was scheduled to be
paid to the applicable Redemption Date.
"Prospective Payment" means, with respect to the Fixed Rate Notes: (i)
each scheduled interest payment on each scheduled principal amount to be
prepaid; and (ii) the scheduled principal amount to be prepaid.
"Reinvestment Rate" means the yield determined by the Indenture Trustee to
be the yield of the issue of actively traded United States Treasury securities
having a maturity equal to the Weighted Average Life to Final Maturity;
provided, however, that if such Weighted Average Life to Final Maturity is not
equal to the maturity of an actively traded United States Treasury security
(rounded to the nearest one-twelfth of a year), such yield shall be obtained by
linear interpolation from the yields of actively traded United States Treasury
securities having the greater maturity closest to and the lesser maturity
closest to such Weighted Average Life to Final Maturity. The yields shall be
determined by reference to the yields as indicated by Telerate Access Service
(page 8003 or the relevant page at the date of determination indicating such
yields) (or, if such data ceases to be available, any publicly available
sources of similar market data) at approximately 11:00 a.m. (New York City
time) on the Make-Whole Premium Determination Date.
"Remaining Dollar Years" means the sum of the amounts obtained by
multiplying: (i) the amount of each remaining scheduled payment of principal
of the Fixed Rate Notes (without giving effect to such Redemption) by (ii) the
number of years (rounded to the nearest one-twelfth) which will elapse between
the Redemption Date and the Payment Date for such scheduled principal amount.
"Weighted Average Life to Final Maturity" means the number of years
(rounded up to the nearest one-twelfth of a year) obtained by dividing: (i) the
then Remaining Dollar Years by (ii) the
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total amount of the then remaining aggregate unpaid principal amount of such
Fixed Rate Notes (without giving effect to the subject Redemption).
All other capitalized terms used herein have the meanings set forth in
Schedule A to the Indenture.
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 2 and 3 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 Certain Redemptions. Article Fourth of the Special
Provisions of the Indenture is restated in its entirety as follows:
(a) Scheduled Mandatory Redemption. The Obligations are subject to
redemption at a Redemption Price equal to 100% of the principal amount
thereof, together with interest accrued thereon to the applicable
Redemption Date, through the operation of scheduled repayment providing for
the semi-annual redemption on January 1 and July 1 of each year, commencing
January 1, 1999, of $6,380,000 principal amount of Obligations (or such
lesser principal amount of Obligations as shall then be outstanding), which
amount represents approximately one twenty-fourth (1/24) of the Original
Principal Amount of Obligations, plus interest accrued thereon to the
Redemption Date. There shall be a final redemption of the remaining
outstanding principal of the Floating Rate Note on the earlier of (i) July
1, 2000, or (ii) two (2) years after the Delivery Date, and a final
redemption of the remaining outstanding principal of the Fixed Rate Notes
on July 1, 2010.
Notwithstanding the foregoing provisions of this subsection (a), if
the principal amount of Outstanding Obligations shall be reduced by reason
of any redemption pursuant to Section 3.04 of Exhibit 1 to this Indenture,
the principal amount of Obligations to be redeemed pursuant to this
subsection (a) on each subsequent Redemption Date for such Obligations
shall be reduced by an amount equal to the principal amount of such
Obligations retired by reason of such redemption pursuant to Section 3.04
of Exhibit 1 hereto divided by the number of Redemption Dates (including
the Stated Maturity of such Obligations) scheduled thereafter to July 1,
2000 in the case of the Floating Rate Note and July 1, 2010 in the case of
Fixed Rate Note(s) (subject to such increase as shall be necessary so that
the total principal amount of Obligations to be redeemed on any such
Redemption
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Date shall be an integral multiple of $1,000); provided that, the entire
unpaid principal amount of the Outstanding Obligations shall be paid not
later than July 1, 2000 in the case of the Floating Rate Note and July 1,
2010 in the case of each Fixed Rate Note. The Shipowner shall, in
accordance with Section 3.02(d) of Exhibit 1 hereto, promptly after each
redemption pursuant to said Section 3.04, furnish to the Secretary, the
Indenture Trustee and each Holder a revised table of scheduled repayments
reflecting the reductions made pursuant to this subsection (a) as a result
of such redemption.
(b) Optional Redemption of Obligations Without Premium. At its
option, the Shipowner may without premium,
(i) prepay on any Interest Payment Date the Floating Rate Note, in
whole or in part, in a minimum principal amount of $10,000,000, at a
Redemption Price equal to 100% of the principal amount thereof together
with interest accrued thereon to the Redemption Date, or
(ii) redeem or prepay the Floating Rate Note, in whole or in part,
on a Redemption Date designated by the Shipowner, from the proceeds from
the issuance of the Fixed Rate Notes.
(c) Optional Redemptions of Obligations at Make-Whole Premium. At its
option, the Shipowner may prepay on any Interest Payment Date the Fixed
Rate Notes, in whole or in part, in a minimum principal amount of
$10,000,000, at a Redemption Price equal to 100% of the principal amount
thereof together with interest accrued thereon to the Redemption Date plus
the Make-Whole Premium, if any. Prepayments shall be applied pro rata
against each Fixed Rate Note and applied against the scheduled principal
payments in the inverse order of scheduled maturity.
(d) Optional Redemptions. If the Shipowner shall elect to make any
such optional redemptions pursuant to this Article, the Shipowner shall, at
least 40 days but not more than 60 days prior to the date fixed for
redemption, deliver to the Indenture Trustee (1) a Request stating that the
Shipowner intends to exercise its rights as above set forth to make such
optional redemptions and specifying the Redemption Date and the principal
amount which the Shipowner intends to redeem on such date, and (2) at least
35 days prior to the date fixed for redemption in the case of the Fixed
Rate Notes, deliver to the Indenture Trustee an amount equal to the Make
Whole Premium estimated by the Indenture Trustee to be paid on the
Redemption Date. The Indenture Trustee shall give an estimate of the Make
Whole Premium to the Shipowner within two (2) business days of the delivery
of the Shipowner's Request. In the event the amount of the Make Whole
Premium deposited by the Shipowner with the Indenture Trustee pursuant to
this section (and interest, if any, accrued thereon, less any losses
incurred on the investment thereof) is insufficient to pay the amount of
the Make Whole Premium, the Shipowner shall pay the amount of the shortfall
to the Indenture Trustee in immediately available funds upon one (1) day's
notice. In the event the amount of the Make Whole Premium deposited by the
Shipowner pursuant to this section (and interest, if any, accrued thereon,
less any losses incurred on the investment thereof) exceeds the Make Whole
Premium, the excess amount shall be refunded to the
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Shipowner by the Indenture Trustee in immediately available funds on the
Redemption Date.
Section 2.03 Concerning Section 2.04. Article Sixth (e) of the Special
Provisions of the Indenture is restated in its entirety as follows:
(e) Concerning Section 2.04. Prior to the earlier of (i) July 1,
2000, or (ii) two (2) years from the Delivery Date, the Shipowner and the
Indenture Trustee may enter into a Supplemental Indenture, and the
Indenture Trustee may enter into a supplement to the Authorization
Agreement, pursuant to Section 2.04 of Exhibit 1 to this Indenture, to
provide for the issuance of fixed rate obligations in the form of Exhibit 3
hereto for the purpose of repaying the Floating Rate Note, provided
however, that the Shipowner and Indenture Trustee have obtained the prior
written consent of the Secretary and further provided, that (a) except for
the final disbursement, each issuance of a Fixed Rate Note must be in a
minimum aggregate principal amount of $50,000,000, and (b) the proceeds
from the issuance of Fixed Rate Notes shall be used to pay off, satisfy and
cancel the Floating Rate Note, provided, however, that during the
Construction Period, the Floating Rate Note need not be paid off in its
entirety and need only be reduced by the net proceeds from the issuance of
the Fixed Rate Notes.
Section 2.04 Concerning Section 3.03. Article Sixth (k) of the Special
Provisions of the Indenture is restated in its entirety as follows:
(k) Concerning Section 3.03. The date required by Section 3.03 of
Exhibit 1 hereto for the Floating Rate Note is the earlier of July 1, 2000,
or (ii) two (2) years from the Delivery Date. The date required by Section
3.03 of Exhibit 1 hereto for the Fixed Rate Notes is July 1, 2010.
Section 2.05 Concerning Section 3.07. Article Sixth (m) of the Special
Provisions of the Indenture is restated in its entirety as follows:
(m) Concerning Section 3.07. (i) Section 3.07(a) of Exhibit 1 to
this Indenture is revised to delete the phrase "or 3.05."
(ii) Notwithstanding the provisions of Section 3.07(b) of Exhibit 1
to this Indenture, if less than all of the Obligations are to be redeemed
under any of the provisions contained or referred to in Article Fourth
hereof (excluding Article Fourth (c) or Article III of said Exhibit 1, the
Indenture Trustee shall select such Obligations to be redeemed on the
Redemption Date by allocating the principal amount to be redeemed first
between each maturity of Obligations in proportion to the Outstanding
Obligations and second among the holders of each maturity of Obligations in
proportion to the aggregate principal amount of such maturity of
Obligations registered in their respective names; provided that, the
Indenture Trustee may select for redemption portions of the principal
amount of the Obligations of a denomination larger than $1,000; but the
portions of the principal amount of the Obligations so selected shall be
equal to $1,000 or an integral multiple thereof.
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Section 2.06 Concerning Section 3.09. Article Sixth (n) of the Special
Provisions of the Indenture is restated in its entirety as follows:
(n) Concerning Section 3.09. Section 3.09 of Exhibit 1 to this
Indenture is revised to read as follows:
SECTION 3.09. Deposit of Redemption Moneys. No later than 11:00 a.m. in
New York City on any Redemption Date, the Shipowner shall, except as
contemplated by Section 3.08(b) or Article Fourth (d) of the Special
Provisions, deposit or cause to be deposited with the Indenture Trustee or
with any Paying Agent an amount in immediately available funds sufficient
for such redemption (after taking into account any amounts then held by the
Indenture Trustee or such Paying Agent and available for such redemption)
with irrevocable directions to it to so apply the same.
Section 2.07 Concerning Section 6.09. Article Sixth (t) of the Special
Provisions of the Indenture is restated in its entirety as follows:
(t) Concerning Section 6.09. The reference to "Exhibit 4" in Section
6.09 is revised to read "Exhibit 5," and the following paragraph is added
at the end of Section 6.09:
In the event that the Obligations are registered in the name of The
Depository Trust Company ("DTC"), Cede & Co. ("Cede") or another nominee of
DTC or Cede pursuant to a Letter of Representations ("LOR") which is
executed among the Shipowner, the Indenture Trustee and DTC, and (i) if the
Secretary assumes the Obligations pursuant to Section 6.09(a) hereof, or
(ii) if the Secretary instructs the Shipowner and the Indenture Trustee to
terminate the LOR, the Shipowner and the Indenture Trustee, immediately
upon receipt of notice of such assumption or upon receipt of notice of such
termination, shall terminate or cause the termination of the LOR in
accordance with Section 11 thereof. The Indenture Trustee shall within 30
days from receipt of either such notice from the Secretary also instruct
DTC to notify its direct and indirect participants of the need to re-
register the Obligations in the names of the beneficial owners. Upon
surrender by DTC of the Obligations issued in its name, the name of Cede or
another nominee, the Shipowner shall issue at its sole expense, and the
Indenture Trustee shall authenticate Obligations in the names provided to
the Indenture Trustee by DTC.
Section 2.8 Concerning Registered and Beneficial Ownership of the
Obligations; Legends. Article Sixth of the Special Provisions of the Indenture
is amended by adding the following as paragraph (cc):
(cc) Concerning Registered and Beneficial Ownership of the
Obligations; Legends.
(i) The Fixed Rate Notes may be issued initially in the form of
one or more permanent global Notes in definitive, fully registered form
without interest coupons (each, a "Global Obligation"). Except as provided
in paragraph (iii) below, owners of beneficial interests in Global
Obligations ("Obligation Owners") will not be entitled to
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receive separate certificated Notes ("Definitive Obligation") and will not
be considered the holders thereof. Each such Global Obligation shall be
deposited with the Depository Trust Company (the "DTC") or the Indenture
Trustee, as custodian for DTC, registered in the name of DTC or a nominee
of DTC, and duly executed by the Shipowner and authenticated by the
Indenture Trustee as provided in the Indenture. Each Global Obligation
shall bear such legend as DTC may require.
(ii) Members of, or participants in, DTC shall have no rights
under the Indenture with respect to any Global Obligation held on their
behalf by DTC or by the Indenture Trustee as the custodian of DTC or under
such Global Obligation, and DTC may be treated by the Shipowner, the
Indenture Trustee and any agent of the Shipowner or the Indenture Trustee
as the absolute owner of such Global Obligation for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Shipowner, the Indenture Trustee or any agent of the Shipowner or the
Indenture Trustee from giving effect to any written certification, proxy or
other authorization furnished by DTC or impair, as between DTC and its
members and participants, the operation of customary practices of DTC
governing the exercise of the rights of an owner of a beneficial interest
in any Global Obligation.
(iii) (1) The transfer and exchange of Global Obligations or
beneficial interests therein shall be effected through DTC or the Indenture
Trustee, as the custodian for DTC, in accordance with the Indenture and the
procedures of DTC therefor.
(2) A Global Obligation shall be exchangeable for
Definitive Obligations registered in the names of persons owning beneficial
interest in such Global Obligation only if any of the following events
shall have occurred: (1) DTC notifies the Shipowner that it is unwilling
or unable to continue as depositary for such Global Obligation or DTC
ceases to be a clearing agency registered under the Securities Exchange Act
of 1934, as amended, at a time when DTC is required to be so registered in
order to act as depositary, and a successor depositary is not appointed by
the Shipowner within 90 days thereafter, (2) the Shipowner or the Indenture
Trustee elects to terminate DTC's services or the book entry system, (3)
the Secretary assumes the Obligations or (4) the Secretary instructs the
Shipowner and Indenture Trustee to terminate the Letter of Representations.
(3) Any Global Obligation that is exchangeable for
Definitive Obligations registered in the name of the owners of beneficial
interests therein pursuant to this paragraph (iii) shall be surrendered by
DTC to the Indenture Trustee to be so exchanged, without charge, and the
Shipowner shall execute and the Indenture Trustee shall authenticate and
deliver, upon such exchange of such Global Obligation, an equal aggregate
principal amount of Definitive Obligations of authorized denominations.
Definitive Obligations issued in exchange for a beneficial interest in a
Global Obligation pursuant hereto shall be registered in such names and in
such authorized denominations as DTC, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Indenture
Trustee in writing. The Indenture Trustee shall deliver such Definitive
Obligations to the Obligation Owners in whose names such Obligations are so
registered in accordance with the instructions of DTC.
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(4) The registered holder of a Global Obligation may
grant proxies and otherwise authorize any Obligation Owner, including DTC's
members and participants and Obligation Owners that may hold interest
through such members and participants, to take any action which a Holder is
entitled to take under the Indenture or the Obligations.
(5) In the event of the occurrence of any of the events
specified in paragraph (iii)(2), the Shipowner will promptly make available
to the Indenture Trustee a reasonable supply of Definitive Obligations.
(6) Notwithstanding any other provision of the Indenture,
a Global Obligation may not be transferred except as a whole by DTC for
such Global Obligation to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC.
(iv) At such time as all beneficial interests in a Global
Obligations have either been exchanged for Definitive Obligations,
redeemed, repurchased or canceled, such Global Obligation shall be returned
to the Indenture Trustee for cancellation or retained and canceled by the
Indenture Trustee.
(v) The Indenture Trustee shall have no responsibility or
obligation to any owner of a beneficial interest in a Global Obligation, a
member of, or a participant in DTC or any other Obligation Owner with
respect to the accuracy of the records of DTC or its nominee or of any
participant or member thereof, with respect to any ownership interest in
the Obligations or with respect to the delivery to any participant, member,
beneficial owner or other Obligation Owner (other than DTC) of any notice
(including any notice of redemption) or the payment of any amount or
delivery of any Obligations (or other security or property) under or with
respect to such Obligations. All notices and communications to be given to
the Holders and all payments to be made to Holders in respect to the
Obligations shall be given or made only to or upon the order of the
registered Holders (which shall be DTC or its nominee in the case of a
Global Obligation). The rights of owners of beneficial interests in any
Global Obligation shall be exercised only through DTC subject to the
applicable rules and procedures of DTC. The Indenture Trustee may rely and
shall be fully protected in relying upon information furnished by DTC with
respect to its members, participants and any beneficial owners.
Section 2.9 Form of Floating Rate Note. The Form of Floating Rate Note
attached as Exhibit 2 to the Indenture is deleted and the Form of Floating Rate
Note attached as Exhibit 2 to this Amendment is substituted in lieu thereof.
Section 2.10 Substitution of Floating Rate Note. On the Effective Date,
the Floating Rate Note issued on the Closing Date shall be surrendered by the
Holder to the Shipowner and a new Floating Rate Note in the Form of Exhibit 2
to this Amendment shall be issued by the Shipowner and delivered to the Holder
thereof.
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Section 2.11 Form of Fixed Rate Note. The Form of Fixed Rate Note
attached as Exhibit 3 to the Indenture is deleted and the Form of Fixed Rate
Note attached as Exhibit 3 to this Amendment is substituted in lieu thereof.
Section 2.12 Issuance of Fixed Rate Notes. On and after the 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 3 to this
Amendment.
Section 2.13 Secretary's Supplemental Indenture. Article III, Section
2.01 of the Secretary's Supplemental Indenture, attached as Exhibit 5 to the
Indenture, is amended to read as follows:
The Secretary hereby assumes payment of the principal of and interest on
the Obligations in accordance with the terms of the Obligations and of the
Indenture, and hereby assumes all liability to perform and observe all the
covenants, agreements and conditions of the Indenture and the Obligations
which, by the terms thereof, are to be performed by the Shipowner; provided
that, the Secretary assumes no liabilities or obligations of the Shipowner
under the Indenture or the Obligations which accrued or arose prior to the
date hereof and assumes no liability for the Make-Whole Premium.
Except as so amended, the provisions of the Indenture are hereby confirmed,
and shall remain in full force and effect.
This Supplement No. 1 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.
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IN WITNESS WHEREOF, this Supplement No. 1 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:
-------------------------------
Title:
------------------------
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. 1 to the Trust Indenture.
ATTEST: UNITED STATES OF AMERICA,
SECRETARY OF TRANSPORTATION
BY: MARITIME ADMINISTRATION
--------------------
By:
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Secretary
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