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EXHIBIT 10o
AMENDMENT NO. 2
TO
COMMITMENT TO GUARANTEE OBLIGATIONS
THIS AMENDMENT NO. 2, dated as of July 1, 1998 (the "Amendment"), to
that certain Commitment to Guarantee Obligations, dated as of December 17, 1996
(the "Commitment") as amended by Amendment No. 1 dated June 30, 1997, 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 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, on July 1, 1997, the Shipowner executed Supplement No. 1 to
the Indenture, and issued thereunder a Fixed Rate Note designated, "United
States Government Guaranteed Ship Financing Obligations, GORILLA V Series" (the
"Second Transaction") in the principal amount of $67,000,000; and
WHEREAS, on July 1, 1997, the Floating Rate Note dated December 17,
1996 was cancelled and a new Floating Rate Note was issued in the maximum amount
of $86,091,000;
WHEREAS, pursuant to Title ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, the
Secretary guaranteed the payment of outstanding principal of and interest on the
Floating Rate Note and Fixed Rate Note ("the Obligations"); and
WHEREAS, Article Fourth of the Special Provisions of the Trust
Indenture provides that the Shipowner may redeem or repay the Floating Rate
Note, in whole or in part, on a Redemption Date designated by the Shipowner,
from the proceeds of the issuance of a fixed rate note; and
WHEREAS, the Parties wish to amend certain documents relating to the
Initial Transaction and Second Transaction in order to provide for the complete
redemption of the Floating Rate Note and for the escrow funding contemplated by
section 2.03 hereof, by the issuance of a second fixed rate note in the
aggregate amount of $86,091,000;
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:
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SECTION 1.01 Annexed to each counterpart of this Amendment No. 2 to the
Commitment to Guarantee Obligations are the forms of the Obligation Purchase
Agreement, Supplement No. 2 to the Trust Indenture, Amendment No. 2 to the
Security Agreement, and the Obligations to be issued July 1, 1998, the forms of
which are hereby approved by the Secretary.
SECTION 1.02 Article III of the Commitment shall be amended pursuant to
Article VI thereof, as follows:
The Obligations to be issued as a second 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. 2 to the Trust
Indenture, Amendment No. 2 to the Security Agreement, and the Obligations to be
issued as a second fixed rate note shall be executed and delivered by the
Shipowner on the Second Effective Date.
Except as so amended, the provisions of the Commitment shall apply to
and govern this Amendment No. 2 to Commitment to Guarantee Obligations.
Capitalized terms not specifically defined herein shall have the
respective meanings stated in Schedule A to the Trust Indenture dated as of
December 17, 1996, as amended, between the Shipowner and the Indenture Trustee.
This Amendment No. 2 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. 2 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
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Assistant Secretary
ROWAN COMPANIES, INC.
(SEAL)
By:
ATTEST: -----------------------------------
Senior Vice President
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Secretary
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