Marad Amendment


    Exhibit
      10a

    

      3.01

      


      CONTRACT
        NO. MA-13837

       

      AMENDMENT
        NO. 1 

      TO

      COMMITMENT
        TO GUARANTEE OBLIGATIONS

      


       

      THIS
        AMENDMENT NO. 1,
        dated as
        of June 15, 2005 (the "Amendment"), to that certain Commitment to Guarantee
        Obligations, dated as of May 28, 2003 (the "Commitment"), 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 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,
        pursuant
        to Title XI of the Merchant Marine Act, 1936, the Secretary guaranteed the
        payment of outstanding principal of and interest on the Floating Rate Note
        (“the
        Obligations”), the outstanding principal amount of which is currently
        $85,118,000; 

      


      WHEREAS,
        Section
        4(b) 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 (the “Fixed Rate Note”); 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:

      


      Section
        1.01
        Annexed
        to each counterpart of this Amendment No. 1 to the Commitment to Guarantee
        Obligations are the forms of the Obligation Purchase Agreement, Supplement
        No. 1
        to the Trust Indenture, Amendment No. 2 to the Security Agreement, and the
        Obligations to be issued June 15, 2005, the forms of which are hereby approved
        by the Secretary.

       

      Section
        1.02
        Article
        III of the Commitment shall be amended pursuant to Article V thereof, as
        follows:

      


      The
        Obligations to be issued as a 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. 1 to the Trust Indenture, Amendment
        No. 2 to the Security Agreement, and the Obligations to be issued as a fixed
        rate note shall be executed and delivered by the Shipowner on the Effective
        Date.

      


      Except
        as
        so amended, the provisions of the Commitment shall apply to and govern this
        Amendment No. 1 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 May 28, 2003, as amended, between
        the
        Shipowner and the Indenture Trustee.

      


      This
        Amendment No. 1 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. 1 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

      


      


      ___________________________
        

      Assistant
        Secretary

      


      


      


      ROWAN
        COMPANIES, INC. 

      


      (SEAL)

      


      ATTEST:                                By:
        _______________________  

      Vice
        President- Finance and 

      Treasurer

      


       

      ___________________________

      Secretary

       

       

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