Exhibit
10.18


ADJUSTMENT ESCROW
AGREEMENT


THIS ADJUSTMENT
ESCROW AGREEMENT (this “Agreement”) dated as of December 26, 2006, is
made by and among Aldabra Acquisition Corporation, a Delaware corporation (the
“Buyer”), Great Lakes Dredge & Dock Holdings Corp., a Delaware
corporation (“Holdco”), Madison Dearborn Capital Partners IV, L.P., a
Delaware limited partnership, solely in its capacity as Company Representative
as set forth in the Merger Agreement (as defined below) (the “Company
Representative”), Terrapin Partners LLC, a Delaware limited liability
company, solely in its capacity as Buyer Representative as set forth in the
Merger Agreement (as defined below) and Wells Fargo Bank, National Association,
solely in its capacity as escrow agent (the “Escrow Agent”).


The Buyer, the Company
Representative, the Buyer Representative, GLDD Acquisitions Corp., a Delaware
corporation (the “Company”), Aldabra Merger Sub, L.L.C., a Delaware
limited liability company and a wholly-owned Subsidiary of the Buyer (“Merger
Sub”), are parties to that certain Agreement and Plan of Merger dated as of
June 20, 2006 (as amended, modified and waived from time to time, the “Merger
Agreement”), pursuant to which, subject to the terms and conditions set
forth therein, the Company shall merge with and into Merger Sub, with Merger
Sub being the surviving company. 
Capitalized terms used, but not otherwise defined, herein shall have the
meaning set forth in the Merger Agreement.


Promptly after the
Closing, the Buyer is merging with and into a wholly-owned Subsidiary of
Holdco, with such Subsidiary as the surviving company in such Merger and, upon
completion of such merger, each of the Adjustment Escrow Shares that was a
share of Buyer Common Stock shall be converted into a share of Holdco Common
Stock.


This Agreement is the
Adjustment Escrow Agreement referred to in the Merger Agreement.  The execution and delivery of this Agreement
by the Buyer, Holdco, the Company Representative, the Buyer Representative and
the Escrow Agent is a condition precedent to the Closing under the Merger
Agreement.


Pursuant to the Merger
Agreement, when required pursuant to the terms of this Agreement, the Buyer shall deliver the Adjustment
Escrow Shares to the Escrow Agent issued in the name of the holders of Company
Common Stock for deposit into a secure escrow account at the offices of the
Escrow Agent.  Upon completion of the
Holdco Merger, Holdco shall deposit with the Escrow Agent a number of
shares of Holdco Common Stock equal to the Adjustment Escrow Shares issued in the name of the holders of Company
Common Stock for deposit into a secure escrow account at the offices of the
Escrow Agent.  The separate escrow
account established pursuant to the terms of this Agreement is referred to
herein as the “Adjustment Escrow Account”.  The holders of Company Common Stock shall
deliver stock powers executed in blank in favor of Buyer (in the event that the
Holdco Merger has not then been completed) and/or Holdco (in the event that the
Holdco Merger has been completed) in the event any Give-Back Shares are to be
delivered to Buyer and/or Holdco for cancellation (as determined in accordance
with the Merger Agreement).









 



NOW, THEREFORE, in
consideration of the agreements and understandings contemplated in the Merger
Agreement and herein, the parties hereto agree as follows:


1.                                       Appointment
of Escrow Agent.  Buyer, Holdco, the
Company Representative and the Buyer Representative hereby appoint and
designate the Escrow Agent as the escrow agent for the purposes set forth in this
Agreement, and the Escrow Agent hereby accepts such appointment under the terms
and conditions set forth in this Agreement.


2.                                       Formation
of Adjustment Escrow
Account.  Within ten (10) business
days after the Effective Time (notice of which shall be provided by Buyer to
the Escrow Agent), the Buyer shall deposit the Adjustment Escrow Shares with
the Escrow Agent, issued in the name of the holders of Company Common Stock as
of immediately prior to the Effective Time (with each holder to have issued in
respect of each share of Company Common Stock held by such holder a number of
Adjustment Escrow Shares determined by dividing the Adjustment Escrow Shares by
the Aggregate Common Shares) and upon receipt thereof, the Escrow Agent will
acknowledge in writing to the Company Representative and the Buyer
Representative receipt of the Adjustment Escrow Shares; provided that,
notwithstanding anything in this sentence to the contrary, without limiting
Buyer’s obligation to have issued such Adjustment Escrow Shares in the name of
holders of Company Common Stock, in the event that the Holdco Merger is
completed prior to the expiration of the ten-day period referenced in the
immediately foregoing sentence (notice of which shall be provided by Holdco to
the Escrow Agent), Buyer shall have no obligation to make the deposit otherwise
required by this sentence.  Within ten
(10) business days after completion of the Holdco Merger (notice of which shall
be provided by Buyer to the Escrow Agent), Holdco shall deposit a number of shares
of Holdco Common Stock with the Escrow Agent equal to the number of Adjustment
Escrow Shares, issued in the name of the holders of Company Common Stock as of
immediately prior to the Effective Time (with each holder to have issued in
respect of each share of Company Common Stock held by such holder a number of
Adjustment Escrow Shares determined by dividing the Adjustment Escrow Shares by
the Aggregate Common Shares) and upon receipt thereof, the Escrow Agent will
acknowledge in writing to the Company Representative and the Buyer
Representative receipt of such shares of Holdco Common Stock (which thereafter
shall, for all purposes of the Merger Agreement and this Agreement, be the
Adjustment Escrow Shares).  The Escrow
Agent shall accept the Adjustment
Escrow Shares and hereby agrees to record and hold such shares in a secure
location.  As referenced above, such
separate escrow account established pursuant hereto is referred to as the
Adjustment Escrow Account.  The Escrow
Agent shall hold the Adjustment
Escrow Shares in accordance with the provisions of this Agreement and shall not
distribute the Adjustment Escrow
Shares except in accordance with the express terms and conditions of this
Agreement.


3.                                       Payment
of Adjustment Escrow Shares.  Within
five (5) business days after the Closing Statement becomes final and binding on
the parties pursuant to Section 4D of the Merger Agreement (the “Adjustment
Distribution Date”), the Buyer Representative and the Company
Representative shall deliver joint written instructions signed by the Buyer
Representative and the Company Representative (a “Joint Instruction”) to
the Escrow Agent to cause the Escrow Agent to deliver the Adjustment Escrow
Shares to the holders 



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of Company Common Stock (other than Dissenting Shares)
as of immediately prior to the Effective Time, with each such holder entitled
to receive his, her or its portion of the Adjustment Escrow Shares equal to the
number of shares of Company Common Stock held by such holder multiplied by a
fraction, the numerator of which is the Adjustment Escrow Shares and the
denominator of which is the Aggregate Common Shares.  Notwithstanding the foregoing, on the
Adjustment Distribution Date, if (and only if) the Incremental Closing Merger
Consideration is greater than the Incremental Merger Consideration as finally
determined pursuant to Section 4D of the Merger Agreement (such excess,
the “Excess Amount”), then Buyer Representative and the Company
Representative shall deliver a Joint Instruction to the Escrow Agent to cause
the Escrow Agent, (x) to deliver to Buyer or, if the Holdco Merger has
occurred, Holdco a number of Adjustment Escrow Shares equal to the Excess
Amount and (y) to deliver any remaining Adjustment Escrow Shares to
holders of Company Common Stock (other than Dissenting Shares) as of
immediately prior to the Effective Time, with each such holder entitled to
receive his, her or its portion of the remaining Adjustment Escrow Shares equal
to the number of shares of Company Common Stock held by such holder multiplied
by a fraction, the numerator of which is the remaining Adjustment Escrow Shares
and the denominator of which is the Aggregate Common Shares.


4.                                       Adjustment
Escrow Shares.


(a)                                  Voting.  Until the Adjustment Escrow Date, each of the
holders of Company Capital Stock shall have the right to exercise any voting or
consent rights pertaining to the Adjustment Escrow Shares held in the Escrow
Account in the name of such holder.  The
Escrow Agent shall not have any right to exercise any such voting or consent
rights.


(b)                                 Transferability.  Except as contemplated herein, no holder of
Company Capital Stock may sell, transfer, assign, pledge or otherwise dispose
of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law) any interest in the Adjustment Escrow
Shares at any time that such Adjustment Escrow Shares are held in escrow
pursuant to this Agreement.


(c)                                  New
Certificates.  If under any
circumstance hereunder fewer than the total number of Adjustment Escrow Shares
represented by any certificate representing the Adjustment Escrow Shares are to
be distributed to Buyer or Holdco, as applicable, for cancellation, Buyer or
Holdco, as applicable, shall deliver new certificates representing the number
of Adjustment Escrow Shares not so distributed within five (5) business days
after the Escrow Agent’s surrender of the certificate representing the
distributed Adjustment Escrow Shares.


5.                                       Escrow
Agent Obligations. The Escrow Agent’s sole obligation with respect to any
distribution of Adjustment Escrow Shares to the Buyer Representative shall be
to (i) deliver the certificate(s) representing such Adjustment Escrow Shares
and any related stock transfer powers to the Buyer Representative or the
designated stock transfer agent of Holdco or Buyer, as applicable, with
appropriate instructions to issue a new certificate in the name of the party or
parties entitled to such Adjustment Escrow Shares along with 



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proper delivery instructions and (ii) instruct Buyer
or Holdco or its designated stock transfer agent to issue a new certificate to
be returned to the Escrow Agent for any undistributed Adjustment Escrow
Shares.  The Escrow Agent shall have no
liability whatsoever for any error, mistake, delay or failure to act by the
Buyer Representative or its designated unit transfer agent, including without
limitation any error, mistake, delay or failure in the delivery of Adjustment
Escrow Shares.


6.                                       No
Duty to Verify.  The Escrow Agent
shall have neither the duty nor the authority to verify the accuracy of the
information contained in the foregoing instructions, notices or certificates,
nor the genuineness of the signatures thereon or the authority of such
signatories to execute such instructions, notices or certificates.  Upon distribution of the Adjustment Escrow
Shares in accordance with this Agreement, the Escrow Agent shall be deemed to
have fully discharged its duties and obligations hereunder, and shall have no
further liability or obligation to any party with respect hereto.


7.                                       Provisions
with Respect to the Escrow Agent.


(a)                                  Protection
of the Escrow Agent.  The Escrow
Agent, the Buyer, Holdco, the Company Representative and the Buyer
Representative agree that: (i) either the Buyer Representative or the Company
Representative may examine the Adjustment Escrow Shares at any time at the
office of the Escrow Agent; (ii) in performing its duties hereunder, the Escrow
Agent may rely on written statements furnished to it by any officer of either
the Buyer Representative or the Company Representative (provided that such
notice is otherwise in accordance with the requirements hereof), or any other
evidence deemed by the Escrow Agent to be reliable, and shall be entitled to
act on the advice of counsel selected by it; (iii) if the Adjustment Fund
Shares are attached, garnished, or levied upon under the order of any court, or
the delivery thereof shall be stayed or enjoined by the order of any court, or
any other order, judgment or decree shall be made or entered by any court
affecting the Adjustment Escrow Shares, the Escrow Agent is hereby expressly
authorized to obey and comply with all writs, orders or decrees so entered or
issued, whether with or without jurisdiction, and the Escrow Agent shall not be
liable to any of the parties hereto or their successors by reason of compliance
with any such writ, order or decree notwithstanding such writ, order or decree
being subsequently reversed, modified, annulled, set aside or vacated; (iv) the
Escrow Agent may, in its sole and absolute discretion, deposit the Adjustment
Escrow Shares or so many thereof as remains in its hands with the then chief or
presiding judge of the Federal District Court whose jurisdiction includes
Chicago, Illinois or New York, New York, and interplead the parties hereto, and
upon so depositing such property and filing its complaint in interpleader, it
shall be relieved of all liability under the terms hereof as to the property so
deposited and shall be entitled to recover in such interpleader action, from
the other parties hereto, its reasonable out-of-pocket attorneys’ fees and
related out-of-pocket costs and expenses incurred in commencing and prosecuting
such action and furthermore, the parties hereto for themselves, their
successors and assigns, do hereby submit themselves to the jurisdiction of said
court and do hereby appoint the then clerk, or acting clerk, of said court as
their agent for the 



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service of all
process in connection with such proceedings; (v) in case the Escrow Agent
becomes involved in litigation in connection with this Agreement, it shall have
the right to retain counsel, and shall have a lien on the Adjustment Escrow
Shares for all reasonable and necessary out-of-pocket costs, attorneys’ fees,
charges, disbursements and expenses in connection with such litigation to the
extent of the one-half portion thereof which is the responsibility of the
Representative; (vi) if the Escrow Agent’s fees, costs, expenses, or reasonable
attorney’s fees provided for herein are not promptly paid, the Escrow Agent
shall have the right to sell the Adjustment Escrow Shares held hereunder and
reimburse itself therefor from the proceeds of such sale or from the cash held
hereunder, in each case, to the extent of the one-half portion thereof which is
the responsibility of the Representative; and (vii) notwithstanding anything
herein to the contrary, the Escrow Agent shall be under no duty to monitor or
enforce compliance by Holdco, Buyer, the Company Representative or the Buyer
Representative with any term or provision of the Merger Agreement.


(b)                                 Resignation,
Removal, New Escrow Agent.  The
Escrow Agent reserves the right to resign at any time by giving at least
30-days advance written notice of resignation to the Buyer Representative and
the Company Representative, specifying the effective date thereof.  Similarly, the Escrow Agent may be removed
and replaced following the delivery of a 30-days advance written notice to the
Escrow Agent by the Buyer Representative and the Company Representative.  Within thirty (30) days after the receipt of
one of the notices referred to above, the Buyer Representative and the Company
Representative agree to appoint a successor escrow agent (a “Successor
Escrow Agent”).  The Successor Escrow
Agent shall be a party to and agree to be legally bound by this Agreement by
means of a joinder agreement which its signature page shall be deemed to be a
counterpart signature page to this Agreement. 
The Successor Escrow Agent shall be deemed to be the Escrow Agent under
the terms of this Agreement.  If a
Successor Escrow Agent has not been appointed and has not accepted such
appointment by the end of the 30-day period commencing upon the receipt of the
notice of resignation by the Buyer Representative and the Company
Representative, the Escrow Agent may apply to a court of competent jurisdiction
for the appointment of a Successor Escrow Agent, and the out-of-pocket costs,
expenses and reasonable attorneys’ fees which the Escrow Agent incurs in
connection with such a proceeding shall be paid by Buyer and/or Holdco.


(c)                                  Indemnification.  Without limiting any protection or indemnity
of the Escrow Agent under any other provision hereof, or otherwise at law, the
Buyer and Holdco agree to indemnify and hold harmless the Escrow Agent from and
against any and all liabilities, losses, damages, penalties, claims, actions,
suits, and out-of-pocket costs, expenses and disbursements, including
reasonable out-of-pocket legal or advisor fees and disbursements, of whatever
kind and nature which may at any time be imposed on, incurred by or asserted
against the Escrow Agent in connection with the performance of its duties and
obligations hereunder, other than such liabilities, losses, damages, penalties,
claims, actions, suits, costs, expenses and disbursements arising by reason of the
Escrow Agent’s breach of 



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this Agreement
or its failure to act in accordance with the standards set forth in this
Agreement, or the Escrow Agent’s bad faith, gross negligence, willful
misconduct or fraud.  This provision
shall survive the resignation or removal of the Escrow Agent, or the
termination of this Agreement.


(d)                                 Duties.  The Escrow Agent shall have only those duties
as are specifically provided in this Agreement, which shall be deemed purely
ministerial in nature, and shall under no circumstance be deemed a fiduciary
for any of the parties to this Agreement. 
The Escrow Agent shall neither be responsible for, nor chargeable with,
knowledge of the terms and conditions of any other agreement, instrument or document
between the other parties hereto, in connection herewith, including without
limitation the Merger Agreement.  This
Agreement sets forth all matters pertinent to the escrow contemplated
hereunder, and no additional obligations of the Escrow Agent shall be inferred
from the terms of this Agreement or any other agreement.  IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE,
DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE
SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW
AGENT’S BREACH OF THIS AGREEMENT OR ITS FAILURE TO ACT IN ACCORDANCE WITH THE
STANDARDS SET FORTH IN THIS AGREEMENT, OR THE ESCROW AGENT’S BAD FAITH, GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OR (ii) SPECIAL OR CONSEQUENTIAL
DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.


8.                                       Fees
and Reimbursement to the Escrow Agent. 
The Escrow Agent shall be entitled to be paid a fee of $3,500 for its
services for each 12-month period (or portion thereof) this Agreement remains
in effect until distribution of all Adjustment Escrow Shares in accordance with
this Agreement and to be reimbursed for the reasonable out-of-pocket costs and
expenses incurred by the Escrow Agent related to the Adjustment Escrow Shares
and this Agreement, which fees, costs and expenses shall be borne, jointly and
severally, by Buyer and Holdco.   The
Escrow Agent shall be entitled to, and is hereby granted, the right to set off
and deduct any unpaid fees, non-reimbursed expenses and unsatisfied
indemnification rights from amounts on deposit in the Adjustment Escrow
Account.


9.                                       Termination.  This Agreement shall terminate when all of
the Adjustment Escrow Shares have been distributed in accordance with this
Agreement.


10.                                 Miscellaneous.


(a)                                  Notices.  All notices, demands and other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) if
personally delivered, on the date of delivery, (ii) if delivered by
express courier service of national standing (with charges prepaid), on the
business day following the date of delivery to such courier service,
(iii) if deposited in the United States mail, first-class postage 



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prepaid, on
the fifth business day following the date of such deposit, or (iv) if
delivered by telecopy prior to 5:00 p.m. local time of the recipient party on a
business day, upon confirmation of successful transmission and otherwise on the
next business day following the date of transmission (provided that if given by
telecopy, such notice, demand or other communication shall be followed up
within one (1) business day by dispatch pursuant to one of the other methods
described herein).  Notices, demands and
communications to the Buyer, Holdco, the Company Representative, the Buyer
Representative and the Escrow Agent will, unless another address or telecopy
number is specified in writing, be sent to the address or telecopy number
indicated for each such party as follows:




	
  Notices to Buyer or
  Holdco:

  
	
   

  
	
  c/o Great Lakes
  Dredge & Dock Corporation

  
	
  2122 York Road

  
	
  Oak Brook,
  Illinois 60523

  
	
  Attention: 

  	
  Chief Executive
  Officer

  
	
   

  	
  Chief Financial
  Officer

  
	
  Telecopy: 

  	
  (630) 574-3007

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  Kirkland &
  Ellis LLP

  
	
  200 East Randolph
  Drive

  
	
  Chicago,
  Illinois 60601

  
	
  Attention: 

  	
  Richard J.
  Campbell

  
	
  Telecopy: 

  	
  (312) 861-2200

  
	
   

  
	
  Notices to the
  Company Representative:

  
	
   

  
	
  Madison Dearborn
  Capital Partners IV, L.P.

  
	
  Three First
  National Plaza

  
	
  Suite 3800

  
	
  Chicago,
  Illinois 60602

  
	
  Attn: 

  	
  Samuel M.
  Mencoff

  
	
   

  	
  Thomas S.
  Souleles

  
	
  Telecopy: 

  	
  (312) 895-1001

  
	
   

  
	
  and a copy to:

  
	
   

  
	
  Kirkland &
  Ellis LLP

  
	
  200 East
  Randolph Drive

  
	
  Chicago,
  Illinois 60601

  
	
  Attention: 

  	
  Richard J.
  Campbell

  
	
  Telecopy: 

  	
  (312) 861-2200

  







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  Notices to Buyer
  Representative:

  	 

	
   

  	
   

  	 

	
   

  	
  Terrapin
  Partners LLC

  	 

	
   

  	
  540 Madison
  Avenue

  	 

	
   

  	
  New York, NY
  10022

  	 

	
   

  	
  Attention: 

  	
  Jason Weiss

  
	
   

  	
  Telecopy: 

  	
  310-459-5822

  
	
   

  	
   

  	 

	
   

  	
  with a copy to:

  	 

	
   

  	
   

  	 

	
   

  	
  Sidley Austin LLP

  	 

	
   

  	
  787 Fifth Avenue

  	 

	
   

  	
  New York, NY
  10019

  	 

	
   

  	
  Attention: 

  	
  Jack I. Kantrowitz

  
	
   

  	
  Telecopy: 

  	
  212-839-5599

  
	
   

  	
   

  	 

	
   

  	
  Notices to the
  Escrow Agent:

  	 

	
   

  	
   

  	 

	
   

  	
  Wells Fargo
  Bank, National Association

  	 

	
   

  	
  Corporate Trust
  Department, 29th Floor

  	 

	
   

  	
  Chicago, IL
  60606

  	 

	
   

  	
  Attention: 

  	
  Timothy P.
  Martin

  
	
   

  	
  Telecopy: 

  	
  312-726-2158

  
	
   

  	
  Telephone: 

  	
  312-726-2137

  
					



 


(b)                                 Governing
Law.  The internal law, and not the
law of conflicts, of the State of New York shall govern all questions
concerning the construction, validity and interpretation of this Agreement, and
the performance of the obligations imposed by this Agreement.


(c)                                  JURISDICTION
AND VENUE.  EXCEPT FOR ANY DISPUTE
BETWEEN THE COMPANY REPRESENTATIVE AND THE BUYER REPRESENTATIVE WITH RESPECT TO
THE MATTERS REFERRED TO IN SECTION 4D OF THE MERGER AGREEMENT (WHICH, IN EACH
CASE, SHALL BE RESOLVED IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCEDURES
SET FORTH THEREIN), THE PARTIES AGREE THAT JURISDICTION AND VENUE IN ANY SUIT,
ACTION OR PROCEEDING BROUGHT BY ANY PARTY PURSUANT TO THIS AGREEMENT SHALL
PROPERLY AND EXCLUSIVELY) LIE IN ANY FEDERAL OR STATE COURT LOCATED IN CHICAGO,
ILLINOIS OR NEW YORK, NEW YORK.  EACH
PARTY ALSO AGREES NOT TO BRING ANY ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT IN ANY OTHER COURT.  BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH
RESPECT TO SUCH SUIT, ACTION OR PROCEEDING. 
THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE 



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PROPER IN SUCH
COURT, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR
INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH SUIT, ACTION OR PROCEEDING.  THE PARTIES FURTHER AGREE THAT THE MAILING BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF ANY PROCESS REQUIRED
BY ANY SUCH COURT SHALL CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST
THEM, WITHOUT NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY STATUTE OR
RULE OF COURT.


(d)                                 WAIVER
OF JURY TRIAL.  THE PARTIES TO THIS
AGREEMENT EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT
TO TRIAL OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER
THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.  THE PARTIES TO THIS AGREEMENT EACH HEREBY
AGREE AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION SHALL
BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT
MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.


(e)                                  Counterparts.  This Agreement may be executed on two or more
separate counterparts, each of which will be an original and all of which taken
together will constitute one and the same agreement.


(f)                                    Successors
and Assigns.  Except as otherwise
expressly provided in this Agreement, neither this Agreement nor any of the
rights or obligations hereunder may be assigned by any party (whether by
operation of law or otherwise) without the prior written consent of the other
parties.  Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.  Notwithstanding anything to the contrary set
forth in this section, to the extent set forth in the Merger Agreement, the
Company Representative or Buyer Representative may resign at any time.  In the event that the Company Representative
or Buyer Representative has resigned or been removed, a new Company
Representative or Buyer Representative shall be appointed in accordance with
the Merger Agreement.  Written notice of
any such resignation or removal and any such appointment shall be delivered to
the Escrow Agent


(g)                                 Amendment,
Waiver, etc.  This Agreement shall
not be amended, modified, altered or revoked without the prior written consent
of each of the Buyer 



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Representative
and the Company Representative; provided that no amendment or
modification will be made to Section 7 and Section 8
hereof without the written consent of the Escrow Agent.  The Buyer Representative and the Company
Representative separately agree to provide to the Escrow Agent a copy of all
amendments and agree that the Escrow Agent shall not be bound by such
amendments until it has received a copy. 
No failure or delay by a party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, and no single or partial
exercise thereof shall preclude any right of further exercise or the exercise
of any other right, power or privilege.


(h)                                 Headings.  Section headings used herein are for
convenience of reference only and shall not be deemed to constitute a part of
this Agreement for any other purpose, or to limit, characterize or in any way
affect any provision of this Agreement, and all provisions of this Agreement
will be enforced as if such headings had not been included herein.


(i)                                     No
Strict Construction.  The parties
hereto hereby expressly acknowledge and agree that the language of this
Agreement constitutes the mutual intention and understanding of the parties,
and that each party hereto has been represented by competent counsel in
connection herewith.  Accordingly, each
party hereto hereby waives any doctrine of strict construction with respect to
the interpretation hereof or the resolution of any ambiguities herein, and none
of the foregoing shall be resolved against any party as a result of any such
doctrine.


(j)                                     Complete
Agreement.  This Agreement and the
documents referred to herein contain the entire understanding of the parties
hereto with respect to the transactions contemplated hereby and any prior
agreements or understandings, whether oral or written, are entirely superseded
hereby.


(k)                                  Delivery
by Facsimile or Electronic Transmission. This Agreement, and any amendments
hereto, to the extent signed and delivered by means of a facsimile machine or
other electronic transmission, shall be treated in all manner and respects as
an original contract and shall be considered to have the same binding legal
effects as if it were the original signed version thereof delivered in person.  At the request of any party hereto, each
other party hereto shall re-execute original forms thereof and deliver them to
all other parties. No party hereto shall raise the use of a facsimile machine
or other electronic transmission to deliver a signature or the fact that this
Agreement or any signature was transmitted or communicated through the use of
facsimile machine or other electronic means as a defense to the formation of a
contract and each such party forever waives any such defense.


(l)                                     Business
Days.  To the extent any payment or
other action or delivery is required to be made on a date which is not a
business day, then the period required for such payment, action or delivery
shall automatically be extended to the next business day immediately following.  All references to a day or days shall be
deemed to 



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refer to a
calendar day or calendar days, as applicable, unless otherwise specifically
provided.


(m)                               Severability.  The parties agree that (i) the provisions of
this Agreement shall be severable in the event that for any reason whatsoever
any of the provisions hereof are invalid, void or otherwise unenforceable, (ii)
such invalid, void or otherwise unenforceable provisions shall be automatically
replaced by other provisions which are as similar as possible in terms to such
invalid, void or otherwise unenforceable provisions but are valid and
enforceable and (iii) the remaining provisions shall remain enforceable to the
fullest extent permitted by law.


(n)                                 Third
Party Beneficiaries.  Except as set
forth herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or to give any Person other than the Escrow Agent, the
Company Representative, the Buyer Representative, Buyer, and Holdco any rights
or remedies under or by reason of this Agreement; provided that the
holders of Company Capital Stock are intended third-party beneficiaries of this
Agreement and shall be entitled to enforce the provisions contained herein.


(o)                                 Automatic
Succession.  Any bank or corporation
into which the Escrow Agent may be merged or with which it may be consolidated,
or any bank or corporation to whom the Escrow Agent may transfer a substantial
amount of its escrow business, shall be the successor to the Escrow Agent
without the execution or filing of any paper or any further act on the part of
any of the parties, anything herein to the contrary notwithstanding.


(p)                                 Bankruptcy
Proceedings.  In the event of the
commencement of a bankruptcy case or cases wherein Buyer, Holdco, the Company
Representative, the Buyer Representative or any holder of Company Capital Stock
is the debtor, the Adjustment Escrow Shares shall not constitute property of
the debtor’s estate within the meaning of 11 U.S.C. § 541.


(q)                                 Specific
Performance.  The obligations of the
parties hereto (including the Escrow Agent) are unique in that time is of the
essence, and any delay in performance hereunder by any party will result in
irreparable harm to the other parties hereto. 
Accordingly, any party may seek specific performance and/or injunctive
relief before any court of competent jurisdiction in order to enforce this
Agreement or to prevent violations of the provisions hereof, and no party shall
object to specific performance or injunctive relief as an appropriate remedy.  The Escrow Agent acknowledges that its
obligations, as well as the obligations of any party hereunder, are subject to
the equitable remedy of specific performance and/or injunctive relief.


*      *     
*      *


 



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IN WITNESS
WHEREOF, the parties have executed this Adjustment Escrow Agreement on the date
first written above.


	
  

  	
  GREAT LAKES DREDGE & DOCK HOLDINGS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason G. Weiss

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  



 


	
  

  	
  ALDABRA ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason G. Weiss

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  



 


	
  

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy Martin

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Vice President

  



 


	
  

  	
  MADISON DEARBORN CAPITAL PARTNERS IV, L.P.

  
	
   

  	
  (solely in its capacity as the Company
  Representative)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn Partners IV, L.P.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn Partners, L.L.C.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas S. Souleles

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Managing Director

  



 



 12
 






 



 


	
  

  	
  TERRAPIN PARTNERS LLC

  
	
   

  	
  (solely in its capacity as Buyer Representative)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nathan D. Leight

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Managing Partner

  



 



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