same, if at any time the aggregate
value of such owned Rigs or such Vehicles exceeds $5,000,000."
3.
CONDITIONS TO EFFECTIVENESS.
THE
EFFECTIVENESS OF ALL THE AMENDMENTS CONTAINED IN SECTION 1 AND SECTION 2 OF THIS
AMENDMENT ARE CONDITIONED UPON SATISFACTION OF THE FOLLOWING
2
CONDITIONS PRECEDENT (THE DATE ON WHICH ALL SUCH CONDITIONS PRECEDENT HAVE BEEN
SATISFIED BEING REFERRED TO HEREIN AS THE "AMENDMENT EFFECTIVE DATE"):
A)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SIGNED WRITTEN AUTHORIZATION FROM THE REQUIRED LENDERS TO EXECUTE THIS
AMENDMENT, AND SHALL HAVE RECEIVED COUNTERPARTS OF THIS AMENDMENT SIGNED BY EACH
OF THE BORROWER, THE GUARANTORS AND THE ADMINISTRATIVE AGENT;
B)
EACH OF THE REPRESENTATIONS AND
WARRANTIES IN SECTION 4 BELOW SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
ON AND AS OF THE AMENDMENT EFFECTIVE DATE; AND
C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH OTHER DOCUMENTS, INSTRUMENTS, CERTIFICATES, OPINIONS AND APPROVALS
AS IT MAY REASONABLY REQUEST.
4.
REPRESENTATIONS AND WARRANTIES.
THE
BORROWER REPRESENTS AND WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS AS
FOLLOWS:
A)
AUTHORITY.
THE BORROWER HAS THE
CORPORATE POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO MAKE, DELIVER AND PERFORM
THIS AMENDMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND UNDER THE LOAN
DOCUMENTS (AS AMENDED HEREBY).
EACH OF THE GUARANTORS HAS THE CORPORATE OR
OTHER ORGANIZATIONAL POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO MAKE, DELIVER
AND PERFORM THIS AMENDMENT.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
BORROWER AND GUARANTORS OF THIS AMENDMENT AND THE LOAN DOCUMENTS (AS AMENDED
HEREBY) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN
AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ACTION OF SUCH PERSON.
NO
MATERIAL CONSENT OR AUTHORIZATION OF, FILING WITH, NOTICE TO OR OTHER ACT BY OR
IN RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY
OF THIS AMENDMENT.
B)
ENFORCEABILITY.
EACH OF THIS AMENDMENT,
AND, AFTER GIVING EFFECT TO THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF EACH LOAN PARTY
THAT IS PARTY THERETO.
EACH OF THIS AMENDMENT AND EACH LOAN DOCUMENT AS AMENDED
HEREBY (I) CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF EACH LOAN PARTY
HERETO, ENFORCEABLE AGAINST EACH SUCH LOAN PARTY IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW) AND (II) IS IN FULL
FORCE AND EFFECT.
NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AMENDMENT OR THE PERFORMANCE OF THE LOAN DOCUMENTS (AS AMENDED HEREBY), NOR THE
PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WILL ADVERSELY
AFFECT THE VALIDITY, PERFECTION OR PRIORITY OF THE COLLATERAL AGENT'S LIEN ON
ANY OF THE COLLATERAL OR ITS ABILITY TO REALIZE THEREON.
THIS AMENDMENT IS
EFFECTIVE TO AMEND THE CREDIT AGREEMENT AND THE GCA AS PROVIDED HEREIN.
C)
GUARANTY