amendment1keller.htm


    Exhibit
10.5

     

     

    AMENDMENT
NO. 1

    TO

    COMMITMENT TO GUARANTEE
OBLIGATIONS

    


    


    


    THIS AMENDMENT NO. 1, dated as
of August 4, 2009 (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” or “Administrator”),
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,
TARZAN II Series" with a maximum principal amount of $89,658,000;

    


    WHEREAS, on May 4, 2005, in
connection with the changes in the Payment Dates and Stated Maturities, the
Shipowner executed Supplement No. 1 to the Indenture and amended and restated
the Floating Rate Note (the “Initial Transaction”);

    


    WHEREAS, pursuant to Title XI
of the Merchant Marine Act, 1936 (now codified as Chapter 537 of
Title  46 of the U.S. Code), 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
$65,746,000;

    


    WHEREAS, Section 4(b) of the
Special Provisions of the Trust Indenture provides that the Shipowner may redeem
or repay the amended and restated 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 amended and restated Floating Rate Note, by
the issuance of a Fixed Rate Note in the aggregate principal amount of
$65,746,000;

    


    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
Commitment to Guarantee Obligations are the forms of the Obligation Purchase
Agreement, Supplement No. 2 to Trust Indenture, Amendment No. 4 to Security
Agreement, and the Obligations to be issued August 4, 2009, 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 A to Supplement No. 2 to Trust
Indenture.  The Obligations shall be subject to all of the terms and
conditions set forth in the Indenture.  Supplement No. 2 to Trust
Indenture, Amendment No. 4 to 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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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:                                                                           ____________________________Acting
Secretary

    


    


    ___________________________

    Assistant
Secretary

    


    


    


    ROWAN COMPANIES, INC.

    


    (SEAL)

    


    ATTEST:                                                                           By:
_______________________ 

        Vice
President, Finance and

    Chief Financial Officer

    


    


    ___________________________

    Corporate
Secretary