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Title:

Indenture

Entities:

Rowan Companies, Inc.; Bank of New York; Rowan Companies Inc

Date:

2003

Size:

238KB total

Price:

$71

ID:

#175222

 

 

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===========================================================================

ROWAN COMPANIES, INC.



AND



[                                               ]

 


Trustee

____________________________________________



INDENTURE



DATED AS OF __________________________, 2003





____________________________________________



SUBORDINATED DEBT SECURITIES

===========================================================================

 
 
     
 
ROWAN COMPANIES, INC.
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND
INDENTURE, DATED AS OF ________________, 2003
 

TRUST INDENTURE ACT SECTION
INDENTURE SECTION
Section 310(a)(1)
6.9
  (a)(2)
6.9
  (a)(3)
Not Applicable
  (a)(4)
Not Applicable
  (a)(5)
6.9
  (b)
6.8
   
Section 311
6.13
   
Section 312(a)
7.1, 7.2(a)
  (b)
7.2(b)
  (c)
7.2(c)
   
Section 313(a)
7.3
  (b)
*
  (c)
*
  (d)
7.3
   
Section 314(a)
7.4
  (a)(4)
10.5
  (b)
Not Applicable
  (c)(1)
1.3
  (c)(2)
1.3
  (c)(3)
Not Applicable
  (d)
Not Applicable
  (e)
1.3
   
Section 315(a)
6.1(a)
  (b)
6.2
  (c)
6.1(b)
  (d)
6.1(c)
  (d)(1)
6.1(a)(1)
  (d)(2)
6.1(c)(2)
  (d)(3)
6.1(c)(3)
  (e)
5.14
   
Section 316(a)
1.1, 1.2
  (a)(1)(A)
5.2, 5.12
  (a)(1)(B)
5.13
  (a)(2)
Not Applicable
  (b)
5.8
  (c)
1.5(f)
 
 
     
 
 
 TRUST INDENTURE ACT SECTION  INDENTURE SECTION
   
Section 317(a)(1)
5.3
  (a)(2)
5.4
  (b)
10.3
Section 318 (a)
1.8
 
 
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
 
* Deemed included pursuant to Section 318(c) of the Trust Indenture Act


     
 
 
TABLE OF CONTENTS

       
PARTIES
 
 
1
 
 
 
RECITALS OF THE COMPANY:
1
 
 
 
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
1
Section 1.1.
Definitions.
1
Section 1.2.
Incorporation by Reference of Trust Indenture Act.
7
Section 1.3.
Compliance Certificates and Opinions.
8 
Section 1.4.
Form of Documents Delivered to Trustee.
8
Section 1.5.
Acts of Holders; Record Dates.
9 
Section 1.6.
Notices, Etc., to Trustee and the Company.
10
Section 1.7.
Notice to Holders; Waiver.
10
Section 1.8.
Conflict with Trust Indenture Act.
10
Section 1.9.
Effect of Headings and Table of Contents.
10
Section 1.10.
Successors and Assigns.
11
Section 1.11.
Separability Clause.
11
Section 1.12.
Benefits of Indenture.
11
Section 1.13.
Governing Law.
11
Section 1.14.
Legal Holidays.
11
Section 1.15.
Securities in a Composite Currency, Currency Unit or Foreign Currency.
11
Section 1.16.
Payment in Required Currency; Judgment Currency.
12
Section 1.17.
Language of Notices, Etc.
12
Section 1.18.
Incorporators, Shareholders, Officers and Directors of the Company or any Affiliate of the Company Exempt from Individual Liability.
12
 
 
 
ARTICLE TWO SECURITY FORMS
13
Section 2.1.
Forms Generally.
13
Section 2.2.
Form of Face of Security.
13
Section 2.3.
Form of Reverse of Security.
15
Section 2.4.
Global Securities.
19
Section 2.5.
Form of Trustees Certificate of Authentication.
20
   
ARTICLE THREE THE SECURITIES
20
Section 3.1.
Amount Unlimited; Issuable in Series.
20
Section 3.2.
Denominations.
23
Section 3.3.
Execution, Authentication, Delivery and Dating.
23
Section 3.4.
Temporary Securities.
24
Section 3.5.
Registration, Registration of Transfer and Exchange.
25
Section 3.6.
Mutilated, Destroyed, Lost and Stolen Securities.
27
Section 3.7.
Payment of Interest; Interest Rights Preserved.
28
Section 3.8.
Persons Deemed Owners.
29
Section 3.9.
Cancellation.
29
Section 3.10.
Computation of Interest.
29
Section 3.11.
CUSIP or CINS Numbers.
29
   
 ARTICLE FOUR SATISFACTION AND DISCHARGE    30
 

 i

     
 
 
Section 4.1.
Satisfaction and Discharge of Indenture.
30
Section 4.2.
Application of Trust Money.
31
 
 
 
ARTICLE FIVE REMEDIES
31
Section 5.1.
Events of Default.
31
Section 5.2.
Acceleration of Maturity; Rescission and Annulment.
32
Section 5.3.
Collection of Indebtedness and Suits for Enforcement by Trustee.
33
Section 5.4.
Trustee May File Proofs of Claim.
34
Section 5.5.
Trustee May Enforce Claims Without Possession of Securities.
34
Section 5.6.
Application of Money Collected.
34
Section 5.7.
Limitation on Suits.
35
Section 5.8.
Unconditional Right of Holders to Receive Principal, Premium and Interest.
35
Section 5.9.
Restoration of Rights and Remedies.
35
Section 5.10.
Rights and Remedies Cumulative.
36
Section 5.11.
Delay or Omission Not Waiver.
36
Section 5.12.
Control by Holders.
36
Section 5.13.
Waiver of Past Defaults.
36
Section 5.14.
Undertaking for Costs.
37
Section 5.15.
Waiver of Stay or Extension Laws.
37
 
 
 
ARTICLE SIX THE TRUSTEE  
 37
Section 6.1.
Certain Duties and Responsibilities.
37
Section 6.2.
Notice of Defaults.
38
Section 6.3.
Certain Rights of Trustee.
39
Section 6.4.
Not Responsible for Recitals or Issuance of Securities.
40
Section 6.5.
May Hold Securities.
40
Section 6.6.
Money Held in Trust.
40
Section 6.7.
Compensation and Reimbursement.
40
Section 6.8.
Disqualification; Conflicting Interests.
41
Section 6.9.
Corporate Trustee Required; Eligibility.
41
Section 6.10.
Resignation and Removal; Appointment of Successor.
41
Section 6.11.
Acceptance of Appointment by Successor.
43
Section 6.12.
Merger, Conversion, Consolidation or Succession to Business.
44
Section 6.13.
Preferential Collection of Claims Against Company.
44
Section 6.14.
Appointment of Authenticating Agent.
44
 
 
 
ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
45
Section 7.1.
Company to Furnish Trustee Names and Addresses of Holders.
45
Section 7.2.
Preservation of Information; Communications to Holders.
46
Section 7.3.
Reports by Trustee.
47
Section 7.4.
Reports by Company.
47
 
 
 
ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER AND SALE
48
Section 8.1.
Company May Consolidate, Etc., Only on Certain Terms.
48
Section 8.2.
Successor Substituted.
48
       
 ARTICLE NINE SUPPLEMENTAL INDENTURES    49
   Section 9.1.  Supplemental Indentures Without Consent of Holders. 49
 
 

 ii

     
 
 
Section 9.2.
Supplemental Indentures with Consent of Holders.
50
Section 9.3.
Execution of Supplemental Indentures.
51
Section 9.4.
Effect of Supplemental Indentures.
51
Section 9.5.
Conformity with Trust Indenture Act.
51
Section 9.6.
Reference in Securities to Supplemental Indentures.
51
 
 
 
ARTICLE TEN COVENANTS
52
Section 10.1.
Payment of Principal, Premium and Interest.
52
Section 10.2.
Maintenance of Office or Agency.
52
Section 10.3.
Money for Securities Payments to Be Held in Trust.
52
Section 10.4.
Existence.
53
Section 10.5.
Statement of Officers as to Default.
53
Section 10.6.
Waiver of Certain Covenants.
54
Section 10.7.
Additional Amounts.
54
 
 
 
ARTICLE ELEVEN REDEMPTION OF SECURITIES
55
Section 11.1.
Applicability of Article.
55
Section 11.2.
Election to Redeem; Notice to Trustee.
55
Section 11.3.
Selection by Trustee of Securities to Be Redeemed.
55
Section 11.4.
Notice of Redemption.
56
Section 11.5.
Deposit of Redemption Price.
56
Section 11.6.
Securities Payable on Redemption Date.
56
Section 11.7.
Securities Redeemed in Part.
57
 
 
 
ARTICLE TWELVE SINKING FUNDS
57
Section 12.1.
Applicability of Article.
57
Section 12.2.
Satisfaction of Sinking Fund Payments with Securities.
57
Section 12.3.
Redemption of Securities for Sinking Fund.
58
 
 
 
ARTICLE THIRTEEN DEFEASANCE
58
Section 13.1.
Applicability of Article.
58
Section 13.2.
Legal Defeasance.
58
Section 13.3.
Covenant Defeasance.
59
Section 13.4.
Deposited Money and U.S. Government Obligations to be Held in Trust.
61
Section 13.5.
Repayment to Company; Qualifying Trustee.
61
       
ARTICLE FOURTEEN SUBORDINATION OF SECURITIES
61
Section 14.1.
Securities Subordinated to Senior Debt.
61
Section 14.2.
Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities.
62
Section 14.3.
Payments on Securities Permitted.
64
Section 14.4.
Authorization of Holders of Securities to Trustee to Effect Subordination.
64
Section 14.5.
Notices to Trustee.
64
Section 14.6.
Trustee as Holder of Senior Debt.
65
Section 14.7.
Modification of Terms of Senior Debt.
65
 
NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.
 

iii
     
 
PARTIES

INDENTURE, dated as of ____________ [__] , 2003, between ROWAN COMPANIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having an office at 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, and [______________________________] , a [___________________] banking corporation, as Trustee (the "Trustee").

RECITALS OF THE COMPANY:

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its subordinated debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the Company in accordance with its terms, have been done.

This Indenture is subject to the provisions of the Trust Indenture Act that are required to be a part of this Indenture and, to the extent applicable, shall be governed by such provisions.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1.    Definitions .


For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)    the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)    all terms used in this Indenture that are defined in the Trust Indenture Act, defined by a Trust Indenture Act reference to another statute or defined by a Commission rule under the Trust Indenture Act have the meanings so assigned to them;

(3)    all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(4)    the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(5)    the words "Article" and "Section" refer to an Article and Section, respectively, of this Indenture; and

(6)    the word "includes" and its derivatives means "includes, but is not limited to" and corresponding derivative definitions.

 
   
 

Certain terms, used principally in Article Six, are defined in that Article.

"Act", when used with respect to any Holder, has the meaning specified in Section 1.5.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Authenticating Agent" means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities.

"Banking Day" means, in respect of any city, any date on which commercial banks are open for business in that city.

"Bankruptcy Law" means any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law.

"Board of Directors" means the board of directors of the Company or any duly authorized committee of that board to which the powers of that board have been lawfully delegated.

"Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company, the principal financial officer of the Company, any other authorized officer of the Company, or a person duly authorized by any of them, in each case as applicable, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Where any provision of this Indenture refers to action to be taken pursuant to a Board Resolution (including the establishment of any series of the Securities and the forms and terms thereof), such action may be taken by any committee, officer or employee of the Company authorized to take such action by the Board of Directors as evidenced by a Board Resolution.

"Business Day", when used with respect to any Place of Payment or other location, means, except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or other location are authorized or obligated by law, executive order or regulation to close.

"CINS" means CUSIP International Numbering System.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

"Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor or resulting corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor or resulting corporation.

"Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer, its President, any of its Vice

 

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