Amendment No. 1









EXHIBIT 10a





AMENDMENT
NO. 1

TO

CREDIT
AGREEMENT







THIS
AMENDMENT NO. 1, dated
as of March 28, 2005 (“Amendment
No. 1”), to
the CREDIT AGREEMENT, dated as of May 28, 2003 is made by and among ROWAN
COMPANIES, INC., a Delaware corporation (the “Shipowner”), GOVCO
INCORPORATED, a Delaware corporation (the “Primary
Lender”),
CITIBANK, N.A., a national banking association (the “Alternate
Lender”),
CITIBANK, N.A., a national banking association, as facility agent for both the
Primary Lender and the Alternate Lender (and their respective successors and
assigns) with respect to the Floating Rate Note, and its permitted successors
and assigns (in such capacity, the “Facility
Agent”), and
CITICORP NORTH AMERICA, INC., a Delaware corporation, as administrative agent
for the Primary Lender and the commercial paper holders of the Primary Lender
(and their respective successors and assigns) (in such capacity, together with
its permitted successors and assigns, the “Administrative
Agent,” and
together with the Facility Agent, the “Agents”)
(collectively the “Parties”).





WHEREAS, to aid
in the construction of the self-elevating mobile offshore drilling unit to be
named “TARZAN II” (the “Vessel”), on
May 28, 2003, the Parties executed the Credit Agreement, providing for the
delivery of no more than $89,658,000 principal amount of notes designated
"United States Government Guaranteed Ship Financing Obligations, TARZAN II
Series";




WHEREAS, the
projected Delivery Date of the Vessel, which was April 1, 2005, has, for a
variety of reasons, been postponed to September 2005;




WHEREAS, in
connection with the postponement of the projected Delivery Date of the Vessel,
the Parties wish to amend the Credit Agreement in order to extend the Final
Disbursement Date and Commitment Termination Date thereunder from April 1, 2005
to December 31, 2005;




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:























1. Section
2.02. Section
2.02 of the Credit Agreement is hereby amended to read as follows:




2.02 Availability.
Disbursements under the Credit Facility may be made once a calendar month and up
to and including the Final Disbursement Date. “Final Disbursement Date” shall
mean the earliest of (x) December 31, 2005, (y) upon the request of the
Secretary, the date upon which the Trigger Event (as defined in Section 2.05)
shall occur, or (z) the date on which the Available Amount under the Credit
Facility is canceled in accordance with Section 9.01 or reduced to
zero.




2. Concerning
Exhibit 1. (a) The
following definition in Exhibit 1 to the Credit Agreement is hereby amended to
read as follows:




“Commitment
Termination Date” means December 31, 2005, as such date may be extended from
time to time pursuant to Section 2.06(a).




(b)
Exhibit 1 to the Credit Agreement is further amended by adding the following
definition to read as follows:

 

“Amendment
No. 1 to the Credit Agreement” means the Amendment No. 1 to the Credit Agreement
dated March 28, 2005, among the Shipowner, the Lenders and Agents.




3. All other
capitalized terms used herein have the meanings set forth in Exhibit 1 to the
Credit Agreement.




4. Except as
so amended, the provisions of the Credit Agreement are hereby confirmed, and
shall remain in full force and effect.




5. 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.







2

























IN
WITNESS WHEREOF, this
Amendment No. 1 to the Credit Agreement has been duly executed by the Parties as
of the day and year first above written.








	
      ROWAN
      COMPANIES, INC., as 

      the
      Shipowner
	 	
      GOVCO
      INCORPORATED, as the Primary Lender, by Citicorp North America, Inc., its
      attorney-in-fact.

	 	 	 
	
      By:
      ______________________________
	 	
      By:
      _______________________________

	
      (Signature)
	 	
      (Signature)

	 	 	 
	
      Name:
      E.
      E. Thiele .
	 	
      Name:
      P.
      A. Botticelli .

	
      (Print)
	 	
      (Print)

	 	 	 
	
      Title:
      Senior
      Vice President . 
	 	
      Title:
      Vice
      President .

	
      (Print)
	 	
      (Print)

	 	 	 







	
      CITIBANK,
      N.A., as Facility Agent
	 	
      CITIBANK,
      N.A., as the Alternate Lender

	 	 	 
	
      By:
      ______________________________
	 	
      By:
      _______________________________

	
      (Signature)
	 	
      (Signature)

	 	 	 
	
      Name:
      P.
      A. Botticelli . 
	 	
      Name:
      P.
      A. Botticelli .

	
      (Print)
	 	
      (Print)

	 	 	 
	
      Title:
      Vice
      President . 
	 	
      Title:
      Vice
      President .

	
      (Print)
	 	
      (Print)











	 	 	
      CITICORP
      NORTH AMERICA, INC., as the Administrative Agent

	 	 	 
	 	 	
      By:
      _______________________________

	 	 	
      (Signature)

	 	 	 
	 	 	
      Name:
      P.
      A. Botticelli .

	 	 	
      (Print)

	 	 	 
	 	 	
      Title:
      Vice
      President .

	 	 	
      (Print)













3

























CONSENT:




Pursuant
to the Section 11.08 of the Credit Agreement, the Secretary hereby consents to
this Amendment No. 1 to the Credit Agreement and confirms the continued
Guarantee of the Obligation of the United States of America pursuant to Title XI
of the Merchant Marine Act, 1936, as amended.







ATTEST:                   UNITED STATES OF
AMERICA,

 
SECRETARY OF TRANSPORTATION






BY:
___________________________         MARITIME
ADMINISTRATION



 
By: __________________________________

        Secretary



 

 

 

 

 

 

 


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