Supplement to Trust Indenture


    Exhibit
      10b

      


      


      4.04

      


        SUPPLEMENT
        NO. 1 

      TO

      TRUST
        INDENTURE

      


      THIS
        SUPPLEMENT NO. 1,
        dated as
        of June 15, 2005 (“Supplement
        No. 1"), to that certain Trust Indenture dated as of May 28, 2003 (the
        "Indenture") is by and between MANUFACTURERS AND TRADERS TRUST COMPANY, a
        New
        York banking corporation (successor-in-interest to ALLFIRST TRUST COMPANY,
        NATIONAL ASSOCIATION, 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 May
        28, 2003, the Shipowner executed the Indenture, and issued thereunder a Floating
        Rate Note designated, "United States Government Guaranteed Ship Financing
        Obligations, SCOOTER YEARGAIN Series" (the "Initial Transaction") with a
        maximum
        principal amount of $91,198,000;

      


      WHEREAS,
        Section
        4(b) 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; 

      


      WHEREAS,
        the
        outstanding principal amount of the Floating Rate Note is currently $85,118,000;
        and

      


      WHEREAS,
        the
        Parties wish to amend certain documents relating to the Initial Transaction
        in
        order to provide for the complete redemption of the Floating Rate Note by
        the
        issuance of a fixed rate note in the aggregate principal amount of
        $85,118,000.

      


      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:

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        FIRST

      


      Section
        1.01 Schedule
        A.
        Schedule
        A to the Indenture is hereby amended by adding or substituting the following
        definitions:

      


      “Authorized
        Newspapers” means The
        Wall Street Journal,
        or if
        it ceases to exist, then in such other newspaper(s) as the Secretary may
        designate.

      


      "Effective
        Date" means June 15, 2005.

      


      "Fixed
        Rate Note" shall mean an Obligation substantially in the form of Exhibit
        3B to
        the Indenture, appropriately completed.

      


      “Letter
        of Representations” means the Blanket Issuer Letter of Representations between
        the Shipowner and DTC, any Riders thereto, and DTC’s Operational Arrangements,
        and other documentation necessary or desirable to effectuate the issuance
        of the
        Fixed Rate Notes as Global Obligations. 

      


      “Reinvestment
        Rate” means the yield determined by the Indenture Trustee, based on information
        received from the Holder or calculation agent, 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 plus . 10%; 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.

      


      All
        other
        capitalized terms used herein have the meanings set forth in Schedule A to
        the
        Indenture, as amended.


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      


      ARTICLE
        SECOND

      


      The
        Indenture shall be amended as follows:

       

      Section
        2.01  The
        Obligations.
        Article
        2(a) of the Special Provisions of the Indenture is hereby amended and restated
        in its entirety as follows:

      


       

      (a)
        The
        Obligations issued hereunder shall be designated "United States Government
        Guaranteed Ship Financing Obligations, SCOOTER YEARGAIN Series," and shall
        be
        substantially in the form of Exhibit 3B to
        this
        Indenture; and, the aggregate principal amount of Obligations which may be
        issued under this Indenture shall not exceed $85,118,000.

       

      


       

      Section
        2.02     Article
        4(a) of the Special Provisions of the Indenture is hereby amended and restated
        in its entirety to read 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 May 10 and November 10 of each
        year,
        from November 10, 2004 through May 10, 2005, and commencing November 1, 2005,
        on
        May 1 and November 1 of each year thereafter, of $3,040,000 of principal
        amount
        of Obligations, which amount represents approximately one thirtieth (1/30)
        of
        the Original Principal Amount of Obligations, plus interest accrued thereon
        to
        the Redemption Date. Unless redeemed earlier in accordance with this Indenture,
        there shall be a final redemption of the remaining outstanding principal
        of the
        Floating Rate Note on the Effective Date and a final redemption of the remaining
        outstanding principal of the Fixed Rate Notes on May 1, 2019.

       

              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
        Sections 3.04 or 3.06 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 

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      retired
        by reason of such redemption pursuant to Sections 3.04 or 3.06 of Exhibit
        1
        hereto divided by the number of Redemption Dates (including the Stated Maturity
        of such Obligations) scheduled thereafter to May 1, 2019 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 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 the Effective Date in the case of the Floating Rate Note and May
        1,
        2019 in the case of each Fixed Rate Note. The Shipowner shall, in accordance
        with Section 3.02(e) of Exhibit 1 hereto, promptly after each redemption
        pursuant to said Sections 3.04 or 3.06, 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

       

      


       

      Section
        2.03 The
        first
        paragraph Article
        4(e)(1) of the Special Provisions of the Indenture is hereby amended and
        restated in its entirety to read as follows:

      


       

      (e)     Fixed
        Rate Note Interest Rate Protection.
        (1)
        The
        Shipowner shall redeem the Floating Rate Note in full by causing to be issued
        one or more fixed rate obligations with a maturity equal to May 1, 2019 and
        using the proceeds thereof to repay the Floating Rate Note in full, 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 (9.0%) per annum (the “Trigger Event”).

      


       

      Section
        2.04  The
        phrase “in the form of Exhibit 3 hereto” in Article 5(f) of the Special
        Provisions of the Indenture is revised to read “in the form of Exhibit 3B to
        this Indenture.”

       

      Section
        2.05. Article
        5(l) of the Special Provisions of the Indenture is hereby amended and restated
        in its entirety to read as follows:

      


      (l)     Concerning
        Section 3.05.
        Section
        3.05 is revised to read as follows:

      


      SECTION
        3.05. Redemption
        after Total Loss, or Requisition of Title, Seizure or Forfeiture of a
        Vessel.
        The
        Shipowner and the Secretary

       

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      may
        Request a Redemption Date, at least forty (40) days but not more than sixty
        (60)
        days from the Indenture Trustee’s receipt of the Request, for the redemption of
        certain Obligations because of (1) an actual, constructive, agreed or
        compromised total loss of a Vessel, or (2) requisition of title to, or seizure
        or forfeiture of a Vessel. Upon receipt, the Indenture Trustee shall promptly
        give notice to the Holders of the Redemption Date as provided in Section
        3.08
        and on that date shall redeem, out of funds it receives from the Shipowner,
        such
        principal amount of Obligations together with the interest accrued
        thereon.

      


       

      Section
        2.06  Article
        5(w) of the Special Provisions of the Indenture is hereby deleted in its
        entirety.

      


      
      

      Section
        2.07  
        Article
        5(cc)(i), (ii), (iii)(2), (iii)(5) and (v) of the Special Provisions of the
        Indenture are hereby amended and restated in their entirety to read as
        follows:

      


      (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")
        shall
        not be entitled to receive separate certificated Notes ("Definitive Obligation")
        and shall not be considered the holders thereof. Each such Global Obligation
        shall be deposited with DTC or the Indenture Trustee, as custodian for DTC,
        registered in the name of Cede or such other nominee as may be requested
        by 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 Cede
        or
        such other nominee as DTC may request 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, Cede or such other nominee

       

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

       as
        DTC may request, 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) (2) A
        Global
        Obligation shall be exchangeable for Definitive Obligations registered in
        the
        names of persons owning the beneficial interests in such Global Obligation
        only
        if DTC notifies the Shipowner, with a copy to the Indenture Trustee, 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. In such event, the Indenture Trustee shall within
        30
        days from receipt of such notice 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 Global Obligations issued
        in its
        name, the name of Cede or another nominee, the Shipowner shall issue at its
        sole
        cost and expense, and the Indenture Trustee shall authentic Definitive
        Obligations in the names provided to the Indenture Trustee by DTC. 

      


      *
        *
        *

      


      (5) In
        the event of the occurrence of the event specified in paragraph (iii)(2),
        the
        Shipowner shall promptly make available to the Indenture Trustee a reasonable
        supply of Definitive Obligations.

       

      


      *
        *
        *

      


      (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

       

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      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, Cede or such other nominee
        as may be requested by DTC, 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
        2.08  Endorsement
        of Floating Rate Note.
        Upon
        surrender of the Floating Rate Note issued on May 28, 2003 to the Indenture
        Trustee by the Holder thereof following the payment in full of all amounts
        due
        thereunder, such Floating Rate Note shall be endorsed to show the redemption
        of
        the outstanding amount and thereupon shall be cancelled.

      


      Section
        2.09  Form
        of Fixed Rate Note.
        The
        form of Fixed Rate Note attached as Exhibit 3 to the Indenture is renumbered
        as
        Exhibit 3A and the form of Fixed Rate Note attached as an Exhibit to this
        Supplement is designated as Exhibit 3B to the Indenture.

      


      Section
        2.10  Issuance
        of Fixed Rate Note.
        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 substantially
        in the
        form of Exhibit 3B to the Indenture.

       

      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.

      


      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 document
        held by
        the Secretary shall prevail.


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      


      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:______________________ 

                                  Vice
        President -
        Finance and

                                  Treasurer

      


      


      ________________________
        

      Secretary

      


      


                                  MANUFACTURERS
        AND
        TRADERS TRUST 

                                  COMPANY


      (SEAL)                                      
Indenture
        Trustee

      


      


      ATTEST:

                                  By:_______________________ 

                                  Vice
        President

       

      ________________________

      Vice
        President

      


      



      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      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:__________________________ 

                                  Secretary

      
 

       

      -9-