ROWAN COMPANIES, INC. as the Company and as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 30, 2010 to INDENTURE Dated as of July 21, 2009 5% SENIOR NOTES DUE 2017
ROWAN
COMPANIES, INC.
as
the Company
and
U.S.
BANK NATIONAL ASSOCIATION
as
Trustee
Dated
as of August 30, 2010
to
INDENTURE
Dated
as of July 21, 2009
5%
SENIOR NOTES DUE 2017
TABLE
OF CONTENTS
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ARTICLE
ONE Relation to Indenture; Definitions
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1
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SECTION
1.01. Relation to Indenture
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1
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SECTION
1.02. Definitions
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1
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SECTION
1.03. General References
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1
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ARTICLE
TWO The Series of Securities
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1
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SECTION
2.01. The Form and Title of the Securities
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1
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SECTION
2.02. Amount
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2
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SECTION
2.03. Stated Maturity
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2
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SECTION
2.04. Interest and Interest Rates
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2
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SECTION
2.05. Place of Payment
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2
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SECTION
2.06. Optional Redemption
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2
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SECTION
2.07. Defeasance and Discharge; Covenant Defeasance
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2
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SECTION
2.08. Global Securities
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3
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ARTICLE
THREE Amendments to Original Indenture
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3
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SECTION
3.01. Defined Terms
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3
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SECTION
3.02. Additional Event of Default
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7
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ARTICLE
FOUR Additional Covenants
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SECTION
4.01. Limitation on Liens
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SECTION
4.02. Limitation on Sale and Leaseback Transactions
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ARTICLE
FIVE Miscellaneous
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SECTION
5.01. Certain Trustee Matters
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SECTION
5.02. Continued Effect
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SECTION
5.03. Governing Law
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SECTION
5.04. Counterparts
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EXHIBITS
Exhibit
A: Form of Note
SECOND SUPPLEMENTAL INDENTURE,
dated as of August 30, 2010 (this “Supplemental Indenture”), by and between
ROWAN
COMPANIES, INC., a corporation duly organized and existing under the laws
of the State of Delaware (the “Company”), and U.S. BANK
NATIONAL ASSOCIATION, a nationally chartered banking association, as
trustee under the Indenture referred to below (in such capacity, the
“Trustee”).
RECITALS
OF THE COMPANY
WHEREAS,
the Company and the Trustee have heretofore entered into an Indenture dated as
of July 21, 2009 (the “Original Indenture”) (the Original Indenture, as
supplemented from time to time, including without limitation pursuant to this
Supplemental Indenture, being referred to herein as the “Indenture”);
and
WHEREAS,
under the Original Indenture, a new series of Securities may at any time be
established by an indenture supplemental to the Original Indenture;
and
WHEREAS,
the Company proposes to create under the Indenture a new series of Securities;
and
NOW,
THEREFORE, in consideration of the premises, agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree,
for the equal and proportionate benefit of all Holders of the Notes (as defined
below), as follows:
ARTICLE
ONE
Relation
to Indenture; Definitions
SECTION
1.01. Relation to
Indenture.
With
respect to the Notes, this Supplemental Indenture constitutes an integral part
of the Indenture.
SECTION
1.02. Definitions.
For all
purposes of this Supplemental Indenture, capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned thereto in the
Original Indenture.
SECTION
1.03. General
References.
Unless
otherwise specified or unless the context otherwise requires, (i) all references
in this Supplemental Indenture to Articles and Sections refer to the
corresponding Articles and Sections of this Supplemental Indenture and (ii) the
terms “herein”, “hereof”, “hereunder” and any other word
of similar import refer to this Supplemental Indenture.
ARTICLE
TWO
The
Series of Securities
SECTION
2.01. The Form and
Title of the Securities.
There is
hereby established a new series of Securities to be issued under the Indenture
and to be designated as the Company’s 5% Senior Notes due 2017 (the
“Notes”). The Notes shall be substantially in the form attached as
Exhibit A
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by the Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as the Company may deem appropriate or as may be
required or appropriate to comply with any laws or with any rules made pursuant
thereto or with the rules of any securities exchange or automated quotation
system on which the Notes may be listed or traded, or to conform to general
usage, or as may, consistently with the Indenture, be determined by the officers
executing such Notes, as evidenced by their execution thereof.
The Notes
shall be executed, authenticated and delivered in accordance with the provisions
of, and shall in all respects be subject to, the terms, conditions and covenants
of the Original Indenture as supplemented by this Supplemental Indenture
(including the form of Note attached as Exhibit A hereto
(the terms of which are incorporated in and made a part of this Supplemental
Indenture for all intents and purposes)).
SECTION
2.02. Amount.
The
aggregate principal amount of the Notes that may be authenticated and delivered
pursuant hereto is unlimited. The Trustee shall initially
authenticate and deliver Notes for original issue in an initial aggregate
principal amount of up to $400,000,000, upon delivery to the Trustee of a
Company Order for the authentication and delivery of such Notes. The
aggregate principal amount of the Notes to be issued hereunder may be increased
at any time hereafter and the series may be reopened for issuances of Additional
Notes, upon Company Order, without the consent of any Holder and without any
further supplement or amendment to the Original Indenture or this Supplemental
Indenture. The Notes issued on the date hereof and any such
Additional Notes that may be issued hereafter shall be part of the same series
of Securities for all purposes under the Indenture.
SECTION
2.03. Stated
Maturity.
The Notes
may be issued on any Business Day on or after August 30, 2010, and the Stated
Maturity of the Notes shall be September 1, 2017.
SECTION
2.04. Interest and
Interest Rates.
The rate
or rates at which the Notes shall bear interest, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which any such
interest shall be payable and the Regular Record Date for any interest payable
on any Interest Payment Date, in each case, shall be as set forth in the form of
Note attached as Exhibit A
hereto.
SECTION
2.05. Place of
Payment.
As long
as any Notes are Outstanding, the Company shall maintain an office or agency in
the United States where Notes may be presented for payment. Such
office or agency shall initially be the office or agency of the Trustee in
Houston, Texas.
SECTION
2.06. Optional
Redemption.
At its
option, the Company may redeem the Notes, in whole or in part, in principal
amounts of $2,000 or integral multiples of $1,000 in excess thereof, at any time
or from time to time, at the applicable Redemption Price determined as set forth
in the form of Note attached hereto as Exhibit A, in
accordance with the terms set forth in the Notes and in accordance with Article
Eleven of the Original Indenture.
SECTION
2.07. Defeasance
and Discharge; Covenant Defeasance.
Article
Thirteen of the Original Indenture (as amended and supplemented by this
Supplemental Indenture) shall apply to the Notes. Furthermore, the
additional Event of Default specified in Section 3.02. of this Supplemental
Indenture, each of the covenants set forth in ARTICLE Four of this Supplemental
Indenture, and the Events of Default specified in Sections 5.1(c) and 5.1(d) of
the Original Indenture, shall, in each case, constitute “Additional Defeasible
Provisions” (as such term is used in the Original Indenture).
2
SECTION
2.08. Global
Securities.
The Notes
shall initially be issuable in whole or in part in the form of one or more
Global Securities. Such Global Securities (i) shall be
deposited with, or on behalf of, the Depository Trust Company, New York, New
York, which shall act as Depositary with respect to the Notes, (ii) shall bear
the legends applicable to Global Securities set forth in Sections 2.2 and 2.4 of
the Original Indenture, (iii) may be exchanged in whole or in part for
Securities in definitive form upon the terms and subject to the conditions
provided in Section 3.5 of the Original Indenture and in this Supplemental
Indenture and (iv) shall otherwise be subject to the applicable provisions
of the Indenture.
ARTICLE
THREE
Amendments
to Original Indenture
With
respect to the Notes, the Original Indenture is hereby amended as set forth
below in this ARTICLE Three; provided, however, that each such
amendment shall apply only to the Notes and not to any other series of
Securities issued under the Indenture.
SECTION
3.01. Defined
Terms.
Subject
to the limitations set forth in the preamble to ARTICLE Three of this
Supplemental Indenture, Section 1.1 of the Original Indenture is hereby amended
by inserting or restating, as the case may be, each of the following defined
terms in its appropriate alphabetical position:
“Additional
Defeasible Provisions” means the provisions of Sections 5.1(c), 5.1(d), 5.1(h),
10.7 and 10.8 of the Indenture.
“Additional
Notes” means an unlimited maximum aggregate principal amount of Notes (other
than the Notes issued on the date hereof) issued under the Indenture pursuant to
Section 2.02. of this Supplemental Indenture.
“Attributable
Indebtedness,” when used with respect to any Sale and Leaseback Transaction,
means, as at the time of determination, the present value (discounted at the
rate set forth or implicit in the terms of the lease included in such
transaction) of the rental payments during the remaining term of the lease
included in such Sale and Leaseback Transaction (other than amounts required to
be paid on account of taxes, maintenance, repairs, insurance, assessments,
utilities, operating and labor costs and other items that do not constitute
payments for property rights), including any period for which such lease has
been extended. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall be the lesser of the
net amount determined assuming termination upon the first date such lease may be
terminated (in which case the net amount shall also include the amount of the
penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated) or the net
amount determined assuming no such termination.
“Capital
Lease Obligation” means, at the time any determination is to be made, the amount
of the liability in respect of a capital lease that would at that time be
required to be capitalized on a balance sheet in accordance with GAAP, and the
stated maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be prepaid by the lessee without payment of a penalty.
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“Capital
Stock” means:
(1) in
the case of a corporation, corporate stock;
(2) in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;
(3) in
the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and
(4)
any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.
“Consolidated
Net Tangible Assets” of any Person means the total amount of assets (after
deducting applicable reserves and other properly deductible items) of such
Person and its consolidated Subsidiaries minus all current liabilities
(excluding liabilities that are extendable or renewable at the option of such
Person or any of its consolidated Subsidiaries to a date more than 12 months
after the date of calculation and excluding current maturities of long-term
indebtedness) and all goodwill, trade names, trademarks, patents, unamortized
indebtedness discount and expense and other like intangible
assets. Consolidated Net Tangible Assets of any Person shall be based
on the most recently available consolidated quarterly balance sheet of such
Person, and shall be calculated in accordance with GAAP.
“Funded
Indebtedness” means all Indebtedness that matures on or is renewable to a date
more than one year after the date the Indebtedness is incurred.
“Indebtedness”
of any Person means:
(1) all
indebtedness of such Person for borrowed money (whether full or limited
recourse);
(2) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;
(3) all
obligations of such Person under letters of credit or other similar instruments,
other than standby letters of credit, performance bonds and other obligations
issued in the ordinary course of business, to the extent not drawn or, to the
extent drawn, if such drawing is reimbursed not later than the third business
day following demand for reimbursement;
(4) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, except trade payables and accrued expenses incurred in the
ordinary course of business;
(5) all
Capital Lease Obligations of such Person;
(6) all
Indebtedness of others secured by a Lien on any asset of such Person: provided that if the
obligations so secured have not been assumed in full or are not otherwise fully
such Person’s legal liability, then such obligations may be reduced to the value
of the asset or the liability of such Person; and
(7)
all Indebtedness of others
(other than endorsements in the ordinary course of business) guaranteed by such
Person to the extent of such guarantee.
“Issue
Date” means the first date on which any Notes are issued, authenticated and
delivered under the Indenture.
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“Joint
Venture” means any partnership, corporation or other entity in which up to and
including 50% of the partnership interests, outstanding Voting Stock or other
equity interests is owned, directly or indirectly, by the Company and/or one or
more Subsidiaries of the Company.
“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, regardless of
whether filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
any asset and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).
“Notes”
means a series of Securities designated as the Company’s 5% Senior Notes due
2017, issued pursuant to this Indenture, as amended and supplemented by the
Second Supplemental Indenture hereto dated as of August 30, 2010.
“Permitted
Liens” means:
(1) Liens
existing on the Issue Date;
(2) Liens
on any Person’s property or assets existing at the time the Company acquires
such Person or its property or assets, or at the time such Person becomes a
Subsidiary of the Company;
(3) intercompany
Liens in favor of the Company or any Subsidiary of the Company;
(4) Liens
on assets either (a) securing all or part of the cost of acquiring,
constructing, improving, developing or repairing the assets or (b) securing
Indebtedness incurred to finance the acquisition of the assets or the cost of
constructing, improving, developing, expanding or repairing the assets and
commencing commercial operation of the assets if the applicable Indebtedness was
incurred prior to, at the time of or within 24 months after the acquisition, or
completion of construction, improvement, development, expansion or repair of the
assets or their commencing commercial operation;
(5) Liens
in favor of governmental entities to secure (a) payments under any contract or
statute to secure progress or advance payments or (b) industrial development,
pollution control or similar indebtedness;
(6) governmental
Liens under contracts for the sale of products or services;
(7) Liens
imposed by law, such as mechanic’s or workmen’s Liens;
(8) Liens
under workers’ compensation laws or similar legislation;
(9) Liens
in connection with legal proceedings or securing taxes or other
assessments;
(10) statutory
or other Liens arising in the ordinary course of business of the Company or of
any Subsidiary of the Company and relating to amounts that are not yet
delinquent or that the Company or any Subsidiary of the Company is contesting in
good faith;
(11) Liens
on stock, partnership or other equity interests of the Company in any Joint
Venture or of any Subsidiary of the Company that owns an equity interest in a
Joint Venture to secure Indebtedness contributed or advanced solely to that
Joint Venture;
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(12) good
faith deposits in connection with bids, tenders, contracts or
leases;
(13) deposits
made in connection with maintaining self-insurance, to obtain the benefits of
laws, regulations or arrangements relating to unemployment insurance, old age
pensions, social security or similar matters or to secure surety, appeal or
customs bonds; and
(14) any
extensions, substitutions, renewals or replacements of the above-described
Liens.
“Principal
Property” means any drilling rig, or integral portion thereof, owned or leased
by the Company or any Subsidiary of the Company and used for drilling offshore
oil and gas xxxxx, which, in the opinion of the Board of Directors of the
Company, is of material importance to the business of the Company and its
Subsidiaries considered as a whole; provided, however that no
such drilling rig, or portion thereof, shall be deemed of material importance if
its net book value (after deducting accumulated depreciation) is less than 2% of
the Consolidated Net Tangible Assets of the Company.
“Sale and
Leaseback Transaction” means any arrangement with any Person under which the
Company or any Subsidiary of the Company leases any Principal Property that the
Company or that Subsidiary has or will sell or transfer to that Person; provided, however, that each
of the following shall be deemed not to be a Sale and Leaseback
Transaction:
(1) temporary
leases for a term of not more than five years;
(2) intercompany
leases between the Company and a Subsidiary or between two or more Subsidiaries
of the Company; and
(3) leases
of a Principal Property executed by the time of or within 12 months after the
acquisition, the completion of construction, alteration, improvement or repair,
or the commencement of commercial operation of such Principal
Property.
“Significant
Subsidiary” means any Subsidiary of the Company that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02(w) of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the Issue
Date.
“Subsidiary”
means, with respect to any Person,
(1) any
corporation, association or other business entity of which more than 50% of the
total voting power of the Voting Stock thereof is at the time owned or
controlled, directly or indirectly, by such Person; and
(2) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or an entity described in clause (1) and related to such
Person or (b) the only general partners of which are such Person or of one or
more entities described in clause (1) and related to such Person (or any
combination thereof ).
“Voting
Stock” of any specified Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors (or similar governing body) of such Person.
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SECTION
3.02. Additional
Event of Default.
With
respect to the Notes, the occurrence of any of the following events shall, in
addition to the other events or circumstances described as Events of Default in
Section 5.1 of the Original Indenture, constitute an Event of Default: default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness of the Company or
any of its Significant Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Significant Subsidiaries), whether such Indebtedness
or guarantee now exists or is created after the date of issuance of the Notes,
if (a) that default (x) is caused by a failure to pay principal of or premium,
if any, or interest on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (a “Payment
Default”), or (y) results in the acceleration of such Indebtedness prior to its
express maturity, and (b) in each case described in clauses (x) or (y) above,
the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $35.0
million or more.
ARTICLE
FOUR
Additional
Covenants
With
respect to the Notes, Article Ten of the Original Indenture is hereby amended as
set forth below in this ARTICLE Four; provided, however, that each such
amendment shall apply only to the Notes and not to any other series of
Securities issued under the Indenture.
SECTION
4.01. Limitation on
Liens.
Subject
to the limitations set forth in the preamble to ARTICLE Four of this
Supplemental Indenture, Article Ten of the Original Indenture is hereby further
amended by adding the following Section 10.7 thereto:
Section
10.7 Limitation on
Liens.
(a) The
Company shall not, and shall not permit any of its Subsidiaries to, issue,
assume or guarantee any Indebtedness for borrowed money secured by any Lien upon
any Principal Property without making effective provision whereby the Notes
(together with, if the Company shall so determine, any other Indebtedness or
other obligation of the Company or any Subsidiary) shall be secured equally and
ratably with (or, at the option of the Company, prior to) the Indebtedness so
secured for so long as such Indebtedness is so secured. The foregoing
restrictions will not, however, apply to Indebtedness secured by Permitted
Liens.
(b) Notwithstanding
the immediately preceding paragraph (a), without securing the Notes, the Company
or any Subsidiary of the Company may issue, assume or guarantee Indebtedness
that such paragraph (a) would otherwise restrict or prohibit, in a total
principal amount that, when added to all of other outstanding Indebtedness of
the Company and its Subsidiaries that such paragraph (a) would otherwise
restrict or prohibit and the total amount of Attributable Indebtedness
outstanding for Sales and Leaseback Transactions (other than any such
Attributable Indebtedness for outstanding Sale and Leaseback Transactions in
connection with which the Company has voluntarily retired debt securities issued
under this Indenture, Indebtedness of equal rank or Funded Indebtedness (in each
case as described in clause (3) of Section 10.8)), does not exceed 15% of the
Consolidated Net Tangible Assets of the Company.
SECTION
4.02. Limitation on
Sale and Leaseback Transactions.
Subject
to the limitations set forth in the preamble to ARTICLE Four of this
Supplemental Indenture, Article Ten of the Original Indenture is hereby further
amended by adding the following Section 10.8 thereto:
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Section
10.8 Limitation on Sale and
Leaseback Transactions.
The
Company shall not, and shall not permit any of its Subsidiaries to, enter into a
Sale and Leaseback Transaction, unless one of the following
applies:
(1) the
Company or such Subsidiary of the Company could incur Indebtedness in a
principal amount equal to the Attributable Indebtedness for that Sale and
Leaseback Transaction and, without violating Section 10.7, could secure that
Indebtedness by a Lien on the property to be leased without equally or ratably
securing the Notes;
(2) after
the issuance of the Notes and within the period beginning nine months before the
closing of the Sale and Leaseback Transaction and ending nine months after such
closing, the Company or any of its Subsidiaries have expended for property used
or to be used in the ordinary course of business an amount equal to all or a
portion of the net proceeds of the transaction, and the Company has elected to
designate that amount as a credit against that transaction (with any amount not
so designated to be applied as set forth in clause (3) below or as otherwise
permitted); or
(3)
during the nine-month period after the effective date of the Sale and Leaseback
Transaction, the Company has applied to the voluntary defeasance or retirement
of any debt securities under the Indenture, any Indebtedness of equal rank to
the Notes or any Funded Indebtedness, an amount equal to the net proceeds of the
sale or transfer of the property leased in the Sale and Leaseback Transaction
(or, if greater, the fair value of that property at the time of the Sale and
Leaseback Transaction as determined by the Board of Directors of the Company)
adjusted to reflect the remaining term of the lease and any amount expended as
set forth in the immediately preceding clause (2).
ARTICLE
FIVE
Miscellaneous
SECTION
5.01. Certain
Trustee Matters.
The
recitals contained herein shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness.
The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture or the Notes or the proper authorization or the due
execution hereof or thereof by the Company.
Except as
expressly set forth herein, nothing in this Supplemental Indenture shall alter
the duties, rights or obligations of the Trustee set forth in the Original
Indenture.
The
Trustee makes no representation or warranty as to the validity or sufficiency of
the information contained in the prospectus supplement related to the Notes,
except such information which specifically pertains to the Trustee itself, or
any information incorporated therein by reference.
SECTION
5.02. Continued
Effect.
Except as
expressly supplemented and amended by this Supplemental Indenture, the Original
Indenture shall continue in full force and effect in accordance with the
provisions thereof, and the Original Indenture (as supplemented and amended by
this Supplemental Indenture) is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall
be deemed a part of the Original Indenture in the manner and to the extent
herein and therein provided.
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SECTION
5.03. Governing
Law.
This
Supplemental Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION
5.04. Counterparts.
This
instrument may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
(Remainder of Page Intentionally Left
Blank)
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IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and delivered, all as of the date first written
above.
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THE
COMPANY:
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ROWAN
COMPANIES, INC.
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By:
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/s/
Xxxxxxx X. Xxxxx
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Name:
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Xxxxxxx
X. Xxxxx
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Title:
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Senior
Vice President, Chief Financial Officer and
Treasurer
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Second
Supplemental Indenture
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TRUSTEE:
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U.S.
BANK NATIONAL ASSOCIATION
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By:
/s/ Xxxxxx Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
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Title: Authorized
Officer
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Second
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EXHIBIT
A
[FORM
OF FACE OF NOTE]
[If
a Global Security, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED
TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY
BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON
REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY
SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.]
[If
a Global Security, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
ROWAN
COMPANIES, INC.
5%
Senior Note due 2017
|
No.
_________
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U.S.$_____________
|
|
CUSIP: 000000XX0
|
|
|
ISIN:
US779382AN00
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ROWAN
COMPANIES, INC., a Delaware corporation (herein called the “Company”, which term
includes any successor or resulting Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of
_____________________________ United States Dollars on September 1, 2017, and to
pay interest thereon from August 30, 2010, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 1 and September 1 in each year, commencing on March 1, 2011, at the
rate of 5% per annum, until the principal hereof is paid or made available for
payment and at the rate of 5% per annum on any overdue principal and premium and
on any overdue installment of interest (to the extent that the payment of such
interest shall be legally enforceable). The amount of interest
payable for any period shall be computed on the basis of twelve 30-day months
and a 360-day year. The amount of interest payable for any partial
period shall be computed on the basis of a 360-day year of twelve 30-day months
and the days elapsed in any partial month. In the event that any date
on which interest is payable on this Security is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay) with the same force and effect as if made on the date
the payment was originally payable. A “Business Day” shall mean,
when used with respect to any Place of Payment, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law, executive order or
regulation to close. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the “Regular Record Date” for such
interest, which shall be the February 15 or August 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which the Securities of
this series may be listed or traded, and upon such notice as may be required by
such exchange or automated quotation system, all as more fully provided in such
Indenture.
[If a
Global Security, insert—Payment of the principal of (and premium, if any) and
any such interest on this Security will be made by transfer of immediately
available funds to a bank account in the United States of America designated by
the Holder in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts.]
[If a
Definitive Security, insert—Payment of the principal of (and premium, if any)
and any such interest on this Security will be made at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, the City
and State of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts or subject to any laws or regulations applicable thereto and to the right
of the Company (as provided in the Indenture) to rescind the designation of any
such Paying Agent, at the offices of _________________ in the Borough of
Manhattan, The City and State of New York, or at such other offices or agencies
as the Company may designate, by United States Dollar check drawn on, or
transfer to a United States Dollar account maintained by the payee with, a bank
in The City of New York (so long as the applicable Paying Agent has received
proper transfer instructions in writing at least 10 days prior to the payment
date); provided,
however, that payment of interest may be made at the option of the
Company by United States Dollar check mailed to the addresses of the Persons
entitled thereto as such addresses shall appear in the Security Register or by
transfer to a United States Dollar account maintained by the payee with a bank
in The City of New York (so long as the applicable Paying Agent has received
proper transfer instructions in writing by the Record Date prior to the
applicable Interest Payment Date).]
Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: ______________,
____
|
ROWAN
COMPANIES, INC.
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
This is
one of the Securities of the series designated 5% Senior Notes due 2017 referred
to in the within-mentioned Indenture.
U.S. BANK
NATIONAL ASSOCIATION,
as
Trustee
|
By:
|
||
|
Authorized
Signatory
|
[REVERSE
OF NOTE]
ROWAN COMPANIES,
INC.
5%
Senior Note due 2017
This
Security is one of a duly authorized issue of senior securities of the Company
(the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of
July 21, 2009, as amended and supplemented by the Second Supplemental Indenture
thereto dated as of August 30, 2010 (such Indenture, as so amended and
supplemented being referred to herein as the “Indenture”), between the
Company and U.S. Bank National Association, a national banking association
organized and existing under the laws of the United States of America, as
Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series
designated on the face hereof.
This
Security is redeemable, in whole or in part, at the Company’s option at any time
prior to maturity at a redemption price equal to the greater of (a) 100% of the
principal amount of this Security, and (b) as determined by the Quotation Agent
(as defined below), the sum of the present values of the remaining scheduled
payments of principal and interest (not including any portion of those payments
of interest accrued as of the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate (as defined below) plus 50 basis
points, plus, in each case, accrued and unpaid interest to the date of
redemption.
For
purposes of determining any redemption price, the following definitions shall
apply:
“Adjusted Treasury Rate”
means, with respect to any date of redemption, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue (as
defined below), assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for the date of redemption. The Adjusted Treasury Rate
will be calculated on the third Business Day preceding the redemption
date.
“Comparable Treasury Issue”
means the United States Treasury security selected by the applicable Quotation
Agent as having a maturity comparable to the remaining term of this Security
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of this Security.
“Comparable Treasury Price”
means, with respect to any date of redemption, (a) the average of the Reference
Treasury Dealer Quotations (as defined below) for the date of redemption, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if
the Company obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such Reference Treasury Dealer Quotations.
“Quotation Agent” means the
Reference Treasury Dealer (as defined below) appointed by the
Company.
“Reference Treasury Dealer”
means (a) Xxxxx Fargo Securities, LLC, Citigroup Global Markets Inc. and their
respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer (a “Primary Treasury
Dealer”), the Company shall substitute another Primary Treasury Dealer;
and (b) any other Primary Treasury Dealer selected by the Company.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day
preceding that redemption date.
Unless
the Company defaults in payment of the redemption price, on and after the date
of redemption, interest will cease to accrue on this Security or the portions
hereof called for redemption.
In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation
hereof.
The
Indenture contains provisions for defeasance at any time of (1) the entire
indebtedness of this Security or (2) certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.
If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected (with each series voting as a separate
class). The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, regardless of whether notation of such consent or waiver is
made upon this Security.
No Holder
of this Security shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless (a) such Holder has
previously given written notice to the Trustee of a continuing Event of Default
with respect to the Securities of this series, (b) the Holders of not less than
25% in principal amount of the Outstanding Securities of this series shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder, (c) such Holder or
Holders have offered to the Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request, (d) the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding and (e) no direction
inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of this series; it being understood and intended that no
one or more of such Holders shall have any right in any manner whatsoever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.
No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place(s) and rate, and in the coin or currency, herein
prescribed.
[If a
Global Security, insert—This Global Security or portion hereof may not be
exchanged for Definitive Securities of this series except in the limited
circumstances provided in the Indenture. The holders of beneficial interests in
this Global Security will not be entitled to receive physical delivery of
Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the
Indenture.]
[If a
Definitive Security, insert—As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in The City of New York, or,
subject to any laws or regulations applicable thereto and to the right of the
Company (limited as provided in the Indenture) to rescind the designation of any
such transfer agent, at the offices of _________________ in the Borough of
Manhattan, The City of New York or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.]
The
Securities of this series are issuable only in registered form without coupons
in denominations of U.S. $2,000 and any integral multiple of U.S. $1,000 in
excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.
No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
No
recourse under or upon any obligation, covenant or agreement of or contained in
the Indenture or of or contained in any Security, or for any claim based thereon
or otherwise in respect thereof, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, shareholder, member,
officer, manager or director, as such, past, present or future, of the Company
or of any successor Person, either directly or through the Company or any
successor Person, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment, penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released by the acceptance hereof and as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the
Securities.
This
Security shall be governed by and construed in accordance with the laws of the
State of New York.
All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
[If a
Definitive Security, insert as a separate page—
FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_____________________________________ (Please Print or Typewrite Name and
Address of Assignee) the within instrument of ROWAN COMPANIES, INC., and does
hereby irrevocably constitute and appoint ________________________ Attorney to
transfer said instrument on the books of the within-named corporation, with full
power of substitution in the premises.
Please
Insert Social Security or
Other
Identifying Number of Assignee:
|
Dated:
|
|||
|
|
(Signature)
|
||
|
Signature
Guarantee:
|
|
|
(Participant
in a Recognized Signature
|
|
|
Guaranty
Medallion
Program)
|
|
NOTICE: The
signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or
enlargement or any change whatsoever.
[If a
Global Security, insert as a separate page—
SCHEDULE
OF INCREASES OR DECREASES
IN
GLOBAL SECURITY
The
following increases or decreases in this Global Security have been
made:
|
Date of Exchange
|
Amount of
Decrease in
Principal
Amount of this
Global Security
|
Amount of
Increase in
Principal Amount
of this
Global Security
|
Principal Amount
of this Global
Security Following
Such Decrease
(or Increase)
|
Signature of
Authorized Officer
of Trustee or
Depositary]
|
||||
