Acknowledgment and Reaffirmation. By its execution hereof, each of the Note 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 Note Purchase Agreement and the other Note Documents to which it is a party, (c) ratifies and confirms all security interests previously granted by it to the Agent for the benefit of the Secured Parties under the Note Documents, as amended hereby, and (d) acknowledges that its respective covenants and other obligations set forth in the Note Purchase Agreement and the other Note Documents to which it is a party remain in full force and effect as amended hereby.
Acknowledgment and Reaffirmation. 8.1 By its execution hereof, each of the Borrower, Holdings and the other Loan Parties hereby expressly (a) acknowledges and agrees to the terms and conditions of this Amendment, (b) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges that the Fourth Amendment Loans shall constitute Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties 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.
8.2 Each of the Loan Parties hereby confirms its respective guarantees and other obligations, as applicable, under the Credit Agreement and each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders.
8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (y) to the extent that the original grant of such security interest in the Collateral in which a security interest was to be granted pursuant to the Security Documents for any reason did not effect the grant of a security interest in favor of such Agent, for the benefit itself and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, acknowledges and confirms that its grant of a security interest under the Security Documents secures all of the Obligations, direct or indirect, contingent or absolute, matured or unmatured, now or at any time and from time to time hereafter due or owing to any Agent, for the benefit itself and the other Secured Parties, arising under or in connection with the Credit Agreement and the Loan Documents.
8.4 On and after the effectiveness of this Amendment:
(a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on th...
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:
(a) (x) to the validity, legality and enforceability of each of the guarantees of the Obligations set forth in the Loan Documents; (y) that the reaffirmation of each of the guarantees of the Obligations set forth in the Loan Documents is a material inducement to the Lenders and the Agent; and (z) that it has no defense to the enforcement of each of the guarantees of the Obligations set forth in the Loan Documents and its obligations under each such guarantee shall remain in full force and effect until all the Obligations have been paid in full;
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.
Acknowledgment and Reaffirmation. The Borrower and each Consenting Obligor hereby reaffirms, as of the Fourth Amendment Effective Date, (a) 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 the transactions contemplated thereby, (b) its guarantee of payment of the Obligations pursuant to the Subsidiary Guaranty and (c) its obligations with respect to collateral security under each other Loan Document to which it is a party.
Acknowledgment and Reaffirmation. VINCI Concessions 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, VINCI Concessions 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 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. Each of the Consenting Obligors hereby acknowledges the amendments to the Credit Agreement pursuant to the terms and provisions set forth in this Amendment No. 2. Each of the Consenting Obligors hereby reaffirms, as of the Amendment No. 2 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. 2, and (ii) its guarantee of payment of the Obligations pursuant to the Holdco Guaranty and Pledge Agreement (in the case of Holdco), the Intermediate Holdco Guaranty and Pledge Agreement (in the case of Intermediate Holdco or the Subsidiary Guaranty (in the case of Hittman).
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.
