Amendment No. 2









EXHIBIT 10b





AMENDMENT
NO. 2

TO

CREDIT
AGREEMENT







THIS
AMENDMENT NO. 2, dated
May 4, 2005 (“Amendment
No. 2”), to
the CREDIT AGREEMENT, dated as of May 28, 2003, as amended by Amendment No. 1 to
the Credit Agreement (“Amendment
No. 1”), dated
as of March 28, 2005, 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 “BOB KELLER” (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, was, for a
variety of reasons, postponed to September 2005;




WHEREAS, in
connection with the postponement of the projected Delivery Date of the Vessel,
the Parties executed Amendment No. 1, which extended the Final Disbursement Date
and the Commitment Termination Date thereunder from April 1, 2005 to December
31, 2005; and




WHEREAS, the
Shipowner desires to further amend the Credit Agreement in order to provide,
inter alia, for a
change in the Payment Dates and Stated Maturity of the Floating 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
I

AMENDMENTS




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




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 Lenders under the Floating Rate Note. The Shipowner shall
redeem the Floating Rate Note in full by causing to be issued one or more Fixed
Rate Notes and using the proceeds thereof to repay the Floating Rate Note in
full no later than the earliest of (i) four years from the Delivery Date, (ii)
September 1, 2009, or (iii) at the request of the Secretary, within fifteen (15)
Business Days from the date upon which the Trigger Event shall occur. At its
option, and from time to time, the Shipowner may redeem all or any portion of
the indebtedness under the Floating Rate Note by causing a Fixed Rate Note or
series of Fixed Rate Notes to be issued at any time during or after the
construction of the Vessel, so long as such redemption of the Floating Rate Note
from the proceeds of Fixed Rate Note(s) does not occur later than the earliest
of (i) four years after the Delivery Date, (ii) September 1, 2009, or (iii) at
the request of the Secretary, within fifteen (15) Business Days from the date
upon which the Trigger Event shall occur, and except for the final redemption,
each redemption is in a minimum amount of $25,000,000; and the Shipowner shall
have paid any amount payable under Section 4.04(a)(iv) or any other provision
hereof in connection therewith.

 

2.  Section
2.05(a). Section
2.05(a) of the Credit Agreement is hereby amended to read as
follows:




2.05 Trigger
Event.
(a) The
Shipowner shall redeem the outstanding indebtedness under the Floating Rate Note
in full by causing to be issued a fixed rate obligation with a Maturity date of
May 10, 2020 whenever the Treasury constant maturities rate (10-year) as
reported by the Federal Reserve Board in statistical release H.15 (519) (the
“Treasury Rate”) equals or exceeds nine percent (9%) per annum (the “Trigger
Event”). If a Trigger Event should occur, the Shipowner shall redeem the
Floating Rate Note in full by causing to be issued a fixed rate obligation and
using the 

 







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proceeds
thereof to repay the Floating Rate Note in full, at the request of the
Secretary, within fifteen (15) Business Days of receiving notice of the
occurrence of the Trigger Event, pursuant to Section 2.05(d) or of having actual
notice thereof.


 

3.  Section
2.06(b). Section
2.06(b) of the Credit Agreement is hereby amended to read as
follows:

 

(b) In the
event that the Alternate Lender does not timely agree to any requested extension
of the Commitment Termination Date in accordance with Section 2.06(a) (a
“Non-Renewal Event”), then the Shipowner may, at its sole discretion, redeem the
outstanding indebtedness under the Floating Rate Note in full in accordance with
Section 2.04 by causing to be issued a fixed rate obligation with a Maturity
date of May 10, 2020. If the Shipowner
does not redeem the Floating Rate Note on or before the Commitment Termination
Date expires, (i) the Primary Lender shall, prior to such date, assign to the
Alternate Lender all of its interest in its outstanding indebtedness under this
Agreement and the Floating Rate Note, and all of its other rights and
obligations hereunder, in exchange for the Alternate Lender’s payment of an
amount equal to the outstanding principal balance of the assigned indebtedness,
plus the amount of all interest and fees accrued through the date of such
assignment; and (ii) the Alternate Lender shall accept and assume all of the
Primary Lender’s rights and obligations under this Agreement and the Floating
Rate Note. From and after the date of the assignment (which shall be evidenced
by an assignment agreement in form and substance acceptable to the Lenders and
the Shipowner), the Primary Lender shall cease to be a Lender hereunder, and
shall have no rights or obligations hereunder or under the Floating Rate Note,
except for any rights which by their express terms survive the termination of
this Agreement or the Floating Rate Note.

 

4.  Section
4.01. Section
4.01 of the Credit Agreement is hereby amended to read as follows:

 

4.01 Principal
Repayment. The
Shipowner shall repay the Outstanding Principal of the Floating Rate Note as
follows:





	(i)  	
      in
      installments in the principal amount of $2,989,000, on each Payment Date
      commencing on November 10, 2005, and continuing until May 10, 2009,
      and




 







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	(ii)  	
      the
      full amount of the Outstanding Principal evidenced by the Floating Rate
      Note, on the earliest of (i) four years from the Delivery Date, (ii)
      September 1, 2009, or (iii) at the request of the Secretary, within
      fifteen (15) Business Days from the date upon which the Trigger Event
      shall occur. 




 

5.  Section
4.05.
Section
4.05 of the Credit Agreement is hereby amended to read as follows:

 

4.05 Evidence
of Debt. The
Shipowner agrees that to evidence further its obligation to repay all amounts
disbursed under the Credit Facility, with interest accrued thereon, it shall
issue and deliver to the Facility Agent, in accordance with the written
instructions of the Facility Agent, the Floating Rate Note. The Floating Rate
Note shall (i) be in the form of Exhibit A to Supplement No. 1 to the Indenture;
(ii) bear the Secretary's Guarantee, and (iii) be valid and enforceable as to
its principal amount at any time only to the extent of the aggregate amounts
then disbursed and outstanding thereunder, and, as to interest, only to the
extent of the interest accrued thereon at the rate guaranteed by the Secretary,
with any interest in excess thereof being evidenced by this Agreement.





6. Concerning
Exhibit 1. (a) The
following definitions in Exhibit 1 to the Credit Agreement are hereby amended to
read as follows:




“Fixed
Rate Note” shall mean the Note substantially identical to the Form of Exhibit B
to Supplement No. 1 to the Indenture, appropriately completed.




“Floating
Rate Note” shall mean the Note substantially identical to the Form of Exhibit A
to Supplement No. 1 to the Indenture, appropriately completed.

 

“Payment
Date” shall mean May 10 and November 10 of each year, beginning on November 10,
2005.




"Vessel”
means the Shipowner's self-elevating mobile offshore drilling unit to be named
the BOB KELLER and constructed by LETOURNEAU, INC. in accordance with the
Construction Contract, including all work and material heretofore or hereafter
performed upon or installed in or placed on board such Vessel, together with
related appurtenances, additions, improvements, and replacements.




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

 







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“Amendment
No. 2 to the Credit Agreement” means the Amendment No. 2 to the Credit Agreement
dated May 4, 2005, among the Shipowner, the Lenders and Agents.




“Supplement
No. 1 to the Indenture” shall mean the Supplement No. 1 to the Trust Indenture
dated May 4, 2005, between the Shipowner and the Indenture Trustee.







ARTICLE
II

MISCELLANEOUS







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

 




 

2. Except as
so amended, the provisions of the Credit Agreement, as amended by Amendment No.
1, are hereby confirmed, and shall remain in full force and effect.

 




3. This
Amendment No. 2 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.










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IN
WITNESS WHEREOF, this
Amendment No. 2 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:
      William
      H. Wells 
	 	
      Name:
      P.
      A. Botticelli 

	
      (Print)
	 	
      (Print)

	 	 	 
	
      Title:
      Vice
      President - Finance and Treasurer
	 	
      Title:
      Vice
      President 

	
      (Print)
	 	
      (Print)

	 	 	 







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

	 	 	 
	
      By:
      ______________________________
	 	
      By:
      _______________________________

	
      (Signature)
	 	
      (Signature)

	 	 	 
	
      Name:
      Ae
      Kyong Chung 
	 	
      Name:
      Ae
      Kyong Chung 

	
      (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)
















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CONSENT:




Pursuant
to the Section 11.08 of the Credit Agreement, the Secretary hereby consents to
this Amendment No. 2 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.














	
      (SEAL)

       

      Attest:
	 	 	
      UNITED
      STATES OF AMERICA,

      SECRETARY
      OF TRANSPORTATION

      MARITIME
      ADMINISTRATION

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
      By:
	 
	
      Assistant
      Secretary
	 	 	
      Secretary







 

 

 

 

 

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