Acknowledgment and Reaffirmation. By its execution hereof, each of the Loan Parties hereby expressly (a) acknowledges and agrees to the terms and conditions of this Amendment, (b) except as otherwise amended hereby, reaffirms all of its respective covenants and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party, (c) ratifies and confirms all security interests previously granted by it to the Administrative Agent for the benefit of the Secured Parties under the Loan Documents, as amended hereby, and (d) acknowledges that its respective covenants and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect as amended hereby.
Acknowledgment and Reaffirmation. Each Loan Party hereby:
Acknowledgment and Reaffirmation. Each of Bowie, CHC and BRMP hereby reaffirms, as of the Effective Date, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Waiver Agreement and the transactions contemplated thereby. As herein modified, the Credit Agreement (as so amended, the “Modified Credit Agreement”) and each of the other Loan Documents shall remain in full force and effect and is hereby ratified and confirmed in all respects.
Acknowledgment and Reaffirmation. Each Obligor, jointly and severally, hereby acknowledges, agrees, confirms, reaffirms and stipulates:
Acknowledgment and Reaffirmation. Each of the Parent and the Consenting Obligors hereby acknowledges the amendments to the Credit Agreement and the Parent Guaranty and Pledge Agreement pursuant to the terms and provisions set forth in this Amendment No. 4. Each of the Parent and the Consenting Obligors hereby reaffirms, as of the Amendment No. 4 Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment No. 4 and the transactions contemplated hereby, and (ii) its guarantee of payment of, and grant of security interest to secure, all Obligations under the Credit Agreement, the Notes and each other Loan Document pursuant to the Security Documents to which the Parent or such Consenting Obligor is a party.
Acknowledgment and Reaffirmation. Each of the undersigned (each, a “Material Subsidiary”) hereby (a) acknowledges receipt of a copy of the foregoing Amendment No. 2 to Credit Agreement dated as of May 4, 2012 (the “Amendment”) between Rowan Companies, Inc., a Delaware corporation (the “Existing Borrower”), Rowan Companies plc, an English public limited company (the “Parent” and together with the Existing Borrower, each a “Borrower” and collectively, the “Borrowers”), the Lenders party thereto, and Xxxxx Fargo Bank, National Association, as an issuing lender, as swing line lender, and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and (b) reaffirms its obligations under the Material Subsidiary Guaranty (as defined in the Credit Agreement referred to in the Amendment) to which it is a party. ATLANTIC MARITIME SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President & Treasurer RDC QATAR, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President & Treasurer ROWAN FINANCE LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President & Treasurer Acknowledgement and Reaffirmation
Acknowledgment and Reaffirmation. ADP hereby acknowledges (a) the terms of the Consent and the amendments to the Common Terms Agreement and the Senior DC Loan Agreement set forth therein and the other transactions contemplated thereby, and (b) the terms of the Amended and Restated Equity Contribution Agreement entered into on or prior to the date hereof, by and among the Borrower, each Shareholder, the Global Administrative Agent and the Chilean Collateral Agent, and the amendments to the Equity Contribution Agreement set forth therein and the other transactions contemplated thereby (collectively, the “Separate Amendments”). In addition, ADP hereby (i) affirms and confirms its guarantee and other undertakings under the Equity Support Guarantee Agreement on a continuous basis after giving effect to this Amendment and the Separate Amendments, and (ii) acknowledges and agrees that (A) the Equity Support Guarantee #4825-0788-8189 Agreement shall remain in full force and effect on a continuous basis after giving effect to this Amendment and the Separate Amendments, and (B) the guarantee and other undertakings, rights and obligations thereunder shall remain in full force and effect and shall accrue to the benefit of the Secured Parties, in each case on a continuous basis after giving effect to this Amendment and the Separate Amendments.
Acknowledgment and Reaffirmation. The Borrower and the Guarantors acknowledge and agree that each of the Tranche B Term Lenders shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be “Lender” and a “Tranche B Term Lender” for all purposes under the Credit Agreement and the other Loan Documents, and (iii) have all the rights and obligations of a Lender and a Tranche B Term Lender under the Credit Agreement and the other Loan Documents. Further, each of the Guarantors acknowledges that the Tranche B Term Loan is part of the “Obligations” that are guaranteed in Section 4.01 of the Credit Agreement, and each of the Guarantors hereby reaffirms it guaranty obligations in respect thereof.
Acknowledgment and Reaffirmation. Each of the Consenting Obligors hereby acknowledges the amendments to the Existing Credit Agreement pursuant to the terms and provisions set forth in this Amendment. Each of the Consenting Obligors hereby reaffirms, as of the Third Amendment Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment, (ii) its grant of a security interest pursuant to the applicable Loan Document to which it is a party and (iii) its guarantee of payment of the Obligations pursuant to the Subsidiary Guaranty.
Acknowledgment and Reaffirmation. The Loan Parties hereby reaffirm and ratify in all respects, as of the Effective Date, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment and Consent and the transactions contemplated thereby. Except as amended by this Amendment and Consent, the Deed of Trust Releases and the Amendment of Water Use Agreement, as applicable, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect in accordance with their respective terms and shall constitute the legal, valid, binding and enforceable obligations of the Credit Parties to the Lenders and the Agent, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity. This Amendment and Consent shall not be construed to (i) impair the validity, perfection or priority of any lien or security interests securing the Obligations; (ii) waive or impair any rights, powers or remedies of the Agent or the Lenders under the Credit Agreement and the other Loan Documents; (iii) constitute an agreement by the Agent or the Lenders or require the Agent or the Lenders to extend the time for payment of any of the Obligations; or (iv) constitute a waiver of any right of the Agent or the Lenders to insist on strict compliance by the Credit Parties with each and every term, condition and covenant of this Amendment and Consent and the other Loan Documents in accordance therewith.
