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
