Exhibit
10.5


 


GLDD
ACQUISITIONS CORP.


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made as of December 22, 2003, by and among GLDD Acquisitions Corp., a
Delaware corporation (the “Company”); Madison Dearborn Capital Partners
IV, L.P., a Delaware corporation (“MDCP”) and each of the Persons listed
on the signature pages hereto as “Other Investors” (the “Other Investors”).  Capitalized terms used but not otherwise
defined herein have the meanings set forth in Section 7 hereof.


 


MDCP and certain Other Investors purchasing shares of
Common Stock and Series A Preferred Stock of the Company pursuant to a
Subscription Agreement among MDCP, the Company and certain other Persons party
thereto, dated as of December 22, 2003 (as amended or modified from time to
time, the “Subscription Agreement”).


 


Certain Other Investors that are members of management
of the Company and its Subsidiaries are acquiring shares of Common Stock and
Series B Preferred Stock of the Company pursuant to a Management Equity
Agreement among the Other Investors and the Company dated as of December 22,
2003 (as amended or modified from time to time, the “Management Equity
Agreement”).


 


The execution and delivery of this Agreement is a
condition to MDCP’s purchase of the Common Stock and Series A Preferred Stock
pursuant to the Subscription Agreement and the Other Investors’ acquisition of
the Common Stock and Series B Preferred Stock pursuant to the Management Equity
Agreement.


 


The parties hereto agree as follows:


 


1.                                       Demand
Registrations.


 


(a)                                  Requests
for Registration.  At any time after
the date hereof, the holders of at least a majority of MDCP Registrable
Securities may request registration under the Securities Act of all or any
portion of their Registrable Securities (i) on Form S-1 or any similar
long-form registration (“Long-Form Registrations”) and (ii) on Form S-2
or S-3 or any similar short-form registration (“Short-Form Registrations”)
if available.  All registrations
requested pursuant to this Section 1(a) are referred to herein as “Demand
Registrations.”  Each request for a
Demand Registration shall specify the approximate number of Registrable
Securities requested to be registered and the anticipated per share price range
for such offering.  Within ten days
after receipt of any such request, the Company shall give written notice of
such requested registration to all other holders of Registrable Securities and
(subject to the remainder of this Section 1) shall include in such
registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 15 days after the
receipt of the Company’s notice.


 

















 


(b)                                 Number
of Demand Registrations.  The
holders of MDCP Registrable Securities shall be entitled to request three
Long-Form Registrations and an unlimited number of Short-Form Registrations in
which the Company shall pay all Registration Expenses as set forth in Section
4; provided that the aggregate offering value of the Registrable
Securities requested to be registered in any Long-Form Registration must equal
at least $20 million.  A registration
shall not count as one of the permitted Long-Form Registrations until it has
become effective, and no Long-Form Registration shall count as one of the
permitted Long-Form Registrations unless the holders of Registrable Securities
are able to register and sell at least 90% of the Registrable Securities
requested to be included in such registration; provided that in any
event the Company shall pay all Registration Expenses in connection with any
registration initiated as a Demand Registration whether or not it has become
effective.


 


(c)                                  Priority
on Demand Registrations.  The
Company shall not include in any Demand Registration any securities which are
not Registrable Securities without the prior written consent of the holders of
50% or more of the Registrable Securities included in such registration.  If a Demand Registration is an underwritten
offering and the managing underwriters advise the Company in writing that in
their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number
of Registrable Securities and other securities, if any, which can be sold therein
in an orderly manner in such offering within a price range acceptable to the
holders of a majority of the Registrable Securities requested to be included
therein, then the Company (i) shall include in such registration only such
number as may be sold therein in such an orderly manner, and (ii) prior to the
inclusion of any securities which are not Registrable Securities shall include
Registrable Securities pro rata among the respective holders thereof on the
basis of the amount of Registrable Securities owned by each such holder; provided,
however, that if the managing underwriters determine that the inclusion of the
number of Other Investor Registrable Securities proposed to be included in any
such offering would adversely affect the marketability of such offering, the
Company may exclude such number of Other Investor Registrable Securities as
necessary to negate such adverse impact.


 


(d)                                 Restrictions
on Demand Registrations.  The
Company shall not be obligated to effect any Demand Registration within 180
days after the effective date of a previous Demand Registration or a previous
registration in which the holders of Registrable Securities were given
piggyback rights pursuant to Section 2 and in which there was no
reduction in the number of Registrable Securities requested to be
included.  In addition, the Company may
postpone for up to 180 days the filing or the effectiveness of a registration
statement for a Demand Registration if the Company’s board of directors determines
in its reasonable good faith judgment that such Demand Registration would
reasonably be expected to have a material adverse effect on any proposal or
plan by the Company or any of its Subsidiaries to engage in any acquisition of
assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer, reorganization or similar transaction; provided
that in such event, the holders of Registrable Securities initially requesting
such Demand Registration shall be entitled to withdraw such request and, if
such request is withdrawn, such Demand Registration shall not count as one of
the permitted Long-Form Registrations hereunder and the Company shall pay all
Registration Expenses in connection with such registration.


 


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(e)                                  Selection
of Underwriters.  The Company’s
board of directors shall select the investment banker(s) and manager(s) to
administer the offering.


 


(f)                                    Form
S-3.  If the holders of Registrable
Securities do not intend to distribute the Registrable Securities by means of
an underwritten Public Offering, the Company may, if it is then eligible to do
so, effect the registration of the Registrable Securities on Form S-3 or any
comparable or successor form or forms if such form is available for use by the Company
pursuant to and in accordance with the Securities Act.


 


2.                                       Piggyback
Registrations.


 


(a)                                  Right
to Piggyback.  Whenever the Company
proposes to register any of its securities under the Securities Act (other than
pursuant to a Demand Registration) and the registration form to be used may be
used for the registration of Registrable Securities (a “Piggyback
Registration”), the Company shall give prompt written notice to all holders
of Registrable Securities of its intention to effect such a registration and
(subject to the remainder of this Section 2) shall include in such
registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 20 days after the
receipt of the Company’s notice.


 


(b)                                 Piggyback
Expenses.  The Registration Expenses
of the holders of Registrable Securities shall be paid by the Company in all
Piggyback Registrations.


 


(c)                                  Priority
on Primary Registrations.  If a
Piggyback Registration is an underwritten primary registration on behalf of the
Company, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such
offering within a price range acceptable to the Company, the Company (i) shall
include in such registration only such number as may be sold therein in such an
orderly manner, and (ii) prior to the inclusion of any securities which are not
Registrable Securities, shall include Registrable Securities pro rata among the
respective holders thereof on the basis of the amount of Registrable Securities
owned by each such holder; provided, however, that if the managing
underwriters determine that the inclusion of the number of Other Investor
Registrable Securities proposed to be included in any such offering would
adversely affect the marketability of such offering, the Company may exclude
such number of Other Investor Registrable Securities as necessary to negate
such adverse impact.


 


(d)                                 Priority
on Secondary Registrations.  If a
Piggyback Registration is an underwritten secondary registration on behalf of
holders of the Company’s securities, and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to
be included in such registration exceeds the number which can be sold in an
orderly manner in such offering within a price range acceptable to the holders
initially requesting such registration, the Company (i) shall include in such
registration only such number as may be sold therein in such an orderly manner,
and (ii) prior to the inclusion of any securities which are not Registrable
Securities shall include Registrable Securities pro rata among the respective
holders thereof on the basis of the amount of Registrable Securities owned by
each such holder; provided, however, that if the managing underwriters
determine that the inclusion of


 


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the number of Other Investor Registrable Securities proposed to be
included in any such offering would adversely affect the marketability of such
offering, the Company may exclude such number of Other Investor Registrable
Securities as necessary to negate such adverse impact.


 


(e)                                  Other
Registrations.  If the Company has
previously filed a registration statement with respect to Registrable
Securities pursuant to Section 1 or pursuant to this Section 2,
and if such previous registration has not been withdrawn or abandoned, the
Company shall not file or cause to be effected any other registration of any of
its equity securities or securities convertible or exchangeable into or
exercisable for its equity securities under the Securities Act (except on Form
S-8 or any successor form), whether on its own behalf or at the request of any
holder or holders of such securities, until a period of at least 180 days has
elapsed from the effective date of such previous registration.


 


3.                                       Registration
Procedures.  Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use its best efforts
to effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and pursuant
thereto the Company shall as expeditiously as possible:


 


(a)                                  prepare
and file with the Securities and Exchange Commission a registration statement
with respect to such Registrable Securities within 120 days (in connection with
an initial Public Offering) or 60 days (in connection with all other Public
Offerings) and use its best efforts to cause such registration statement to
become effective (provided that before filing a registration statement
or prospectus or any amendments or supplements thereto, the Company shall
furnish to the counsel selected by the holders of a majority of the Registrable
Securities covered by such registration statement copies of all such documents
proposed to be filed);


 


(b)                                 promptly
notify each holder of Registrable Securities of the effectiveness of each
registration statement filed hereunder and prepare and file with the Securities
and Exchange Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective for a period of not less than 180
days and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;


 


(c)                                  furnish
to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus)
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such seller;


 


(d)                                 use
its best efforts to register or qualify such Registrable Securities under such
other securities or blue sky laws of such jurisdictions as any seller
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities


 


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owned by such seller (provided that the Company shall not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);


 


(e)                                  notify
each seller of such Registrable Securities, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, the Company shall prepare a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement
of a material fact or omit to state any fact necessary to make the statements
therein not misleading;


 


(f)                                    cause
all such Registrable Securities to be listed on each securities exchange on
which similar securities issued by the Company are then listed and, if not so
listed, to be listed on the NASD automated quotation system and, if listed on
the NASD automated quotation system, use its best efforts to secure designation
of all such Registrable Securities covered by such registration statement as a
NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of
the Securities and Exchange Commission or, failing that, to secure NASDAQ
authorization for such Registrable Securities and, without limiting the
generality of the foregoing, to arrange for at least two market makers to
register as such with respect to such Registrable Securities with the NASD;


 


(g)                                 provide
a transfer agent and registrar for all such Registrable Securities not later
than the effective date of such registration statement;


 


(h)                                 enter
into such customary agreements (including underwriting agreements in customary
form) and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including effecting a stock split or a combination of shares);


 


(i)                                     make
available for inspection by any seller of Registrable Securities, any
underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such seller
or underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company’s officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;


 


(j)                                     otherwise
use its best efforts to comply with all applicable rules and regulations of the
Securities and Exchange Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least twelve months beginning with the first day of the Company’s first full
calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;


 


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(k)                                  permit
any holder of Registrable Securities which holder, in its sole and exclusive
judgment, might be deemed to be an underwriter or a controlling person of the
Company, to participate in the preparation of such registration or comparable
statement and to require the insertion therein of material, furnished to the
Company in writing, which in the reasonable judgment of such holder and its
counsel should be included; and


 


(l)                                     the
Company agrees to file all reports and supplements which are required to be
filed by the Company under the Securities Act so that it may be eligible to
effect any registration of Registrable Securities on Form S-3 or any comparable
form, successor form or other form if such form is available for use by the
Company.


 


4.                                       Registration
Expenses.


 


(a)                                  All
expenses incident to the Company’s performance of or compliance with this
Agreement, including without limitation all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws, printing expenses,
messenger and delivery expenses, fees and disbursements of custodians, and fees
and disbursements of counsel for the Company and all independent certified
public accountants, underwriters (excluding discounts and commissions) and
other Persons retained by the Company shall be paid by the Company (all such
expenses being herein called “Registration Expenses”) and the Company
shall pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of
any liability insurance and the expenses and fees for listing the securities to
be registered on each securities exchange on which similar securities issued by
the Company are then listed or on the NASD automated quotation system.


 


(b)                                 In
connection with each Demand Registration and each Piggyback Registration, the
Company shall reimburse the holders of Registrable Securities included in such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of the Registrable Securities included in such
registration.


 


(c)                                  To
the extent Registration Expenses are not required to be paid by the Company,
each holder of securities included in any registration hereunder shall pay
those Registration Expenses allocable to the registration of such holder’s
securities so included, and any Registration Expenses not so allocable shall be
borne by all sellers of securities included in such registration in proportion
to the aggregate selling price of the securities to be so registered.


 


5.                                       Indemnification.


 


(a)                                  The
Company agrees to indemnify, to the extent permitted by law, each holder of
Registrable Securities, its officers and directors and each Person who controls
such holder (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses caused by any untrue or alleged
untrue statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such


 


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holder expressly for use therein or by such holder’s failure to deliver
a copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a
sufficient number of copies of the same. 
In connection with an underwritten offering, the Company shall indemnify
such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the holders of
Registrable Securities.


 


(b)                                 In
connection with any registration statement in which a holder of Registrable
Securities is participating, each such holder shall furnish to the Company in
writing such information and affidavits as the Company reasonably requests for
use in connection with any such registration statement or prospectus and, to
the extent permitted by law, shall indemnify the Company, its directors and
officers and each Person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by such holder; provided that the obligation to indemnify
shall be individual, not joint and several, for each holder and shall be
limited to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.


 


(c)                                  Any
Person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall
not impair any Person’s right to indemnification hereunder to the extent such
failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party.  If such defense is assumed, the indemnifying party shall not be
subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld).  An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to
pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to
such claim.


 


(d)                                 The
indemnification provided for under this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities.  The Company also agrees to make such
provisions, as are reasonably requested by any indemnified party, for
contribution to such party in the event the Company’s indemnification is
unavailable for any reason.


 


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6.                                       Participation
in Underwritten Registrations.  No
Person may participate in any registration hereunder which is underwritten
unless such Person (i) agrees to sell such Person’s securities on the basis
provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting arrangements;
provided that no holder of Registrable Securities included in any
underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters (other than representations and
warranties regarding such holder and such holder’s intended method of
distribution) or to undertake any indemnification obligations to the Company or
the underwriters with respect thereto, except as otherwise provided in Section
5 hereof.


 


7.                                       Definitions.  Capitalized terms used but not otherwise
defined herein have the meaning set forth in the Subscription Agreement.  The following terms will have the meanings
set forth below:


 


“Common Stock” means the Company’s Common
Stock, par value $0.01 per share.


 


“MDCP Registrable Securities” means (i) any
shares of Common Stock originally issued to MDCP pursuant to the Subscription
Agreement, (ii) any Common Stock issued or issuable with respect to the
securities referred to in clause (i) by way of a stock dividend or stock split
or stock conversion or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization and (iii) any
other Common Stock of the Company acquired by MDCP.  As to any particular MDCP Registrable Securities, such securities
shall cease to be MDCP Registrable Securities when they have been distributed
to the public pursuant to an offering registered under the Securities Act or
sold to the public through a broker, dealer or market maker in compliance with
Rule 144 under the Securities Act (or any similar rule then in force) or a sale
to the public pursuant to Rule 144(k). 
For purposes of this Agreement, a Person shall be deemed to be a holder
of MDCP Registrable Securities whenever such Person has the right to acquire
such MDCP Registrable Securities (upon conversion or exercise in connection
with a transfer of securities or otherwise, but disregarding any restrictions
or limitations upon the exercise of such right), whether or not such
acquisition has actually been effected.


 


“Other Investor Registrable Securities” means
(i) any shares of Common Stock originally issued to an Other Investor pursuant
to the Subscription Agreement or Management Equity Agreement, (ii) any Common
Stock issued or issuable with respect to the securities referred to in clause
(i) by way of a stock dividend or stock split or stock conversion or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization and (iii) any other Common Stock of the
Company acquired by the Other Investors. 
As to any particular Other Investor Registrable Securities, such
securities shall cease to be Other Investor Registrable Securities when they
have been distributed to the public pursuant to an offering registered under
the Securities Act or sold to the public through a broker, dealer or market
maker in compliance with Rule 144 under the Securities Act (or any similar rule
then in force) or a sale to the public pursuant to Rule 144(k).  For purposes of this Agreement, a Person shall
be deemed to be a holder of Other Investor Registrable Securities whenever such
Person has the right to acquire such Other Investor Registrable Securities
(upon conversion or


 


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exercise in connection with a transfer of securities or otherwise, but
disregarding any restrictions or limitations upon the exercise of such right),
whether or not such acquisition has actually been effected.


 


“Public Offering” means the sale in an
underwritten public offering registered under the Securities Act of shares of
the Common Stock.


 


“Registrable Securities” means, collectively,
MDCP Registrable Securities and Other Investor Registrable Securities.


 


“Securities Act” means the Securities Act of
1933, as amended from time to time.


 


“Series A Preferred Stock” means Series A
Preferred Stock of the Company, par value $0.01 per share.


 


“Series B Preferred Stock” means Series B
Preferred Stock of the Company, par value $0.01 per share.


 


8.                                       Miscellaneous.


 


(a)                                  Selection
of Investment Bankers.  The
selection of investment banker(s) and manager(s) for any public offering or
private sale by the Company of its securities shall be made by the Company’s
board of directors.


 


(b)                                 No
Inconsistent Agreements.  The
Company shall not hereafter enter into any agreement with respect to its
securities which is inconsistent with or violates the rights granted to the
holders of Registrable Securities in this Agreement.


 


(c)                                  Remedies.  Any Person having rights under any provision
of this Agreement shall be entitled to enforce such rights specifically to
recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.  The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.


 


(d)                                 Amendments
and Waivers.  Except as otherwise
provided herein, the provisions of this Agreement may be amended or waived only
upon the prior written consent of the Company and holders of a majority of MDCP
Registrable Securities; provided that if any such amendment or waiver
would adversely affect in any material manner the rights of any holders of
Registrable Securities relative to other holders of Registrable Securities
similarly situated with respect to such rights under this Agreement, such
amendment or waiver must be approved in writing by the holders of a majority of
such Registrable Securities so adversely affected.


 


(e)                                  Successors
and Assigns.  All covenants and
agreements in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective


 


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successors and assigns of the parties hereto whether so expressed or
not.  In addition, whether or not any
express assignment has been made, the provisions of this Agreement which are
for the benefit of purchasers or holders of Registrable Securities are also for
the benefit of, and enforceable by, any subsequent holder of Registrable
Securities.


 


(f)                                    Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.


 


(g)                                 Counterparts.  This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Agreement.


 


(h)                                 Descriptive
Headings.  The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a
part of this Agreement.


 


(i)                                    Governing
Law.  All issues and questions
concerning the construction, validity, interpretation and enforcement of this
Agreement and the exhibits and schedules hereto shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without giving
effect to any choice of law or conflict of law rules or provisions (whether of
the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.


 


(j)                                     Notices.  All notices, demands or 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 when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid) or mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid.  Such notices, demands and other
communications shall be sent to the Company, MDCP and each Other Investor at
the address indicated on the signature pages hereto or to such other address or
to the attention of such other person as the recipient party has specified by
prior written notice to the sending party.


 


*     *    
*     *    *


 


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IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.


 


	
   

  	
  GLDD ACQUISITIONS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas B. Mackie

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  c/o Madison Dearborn Partners, LLC

  Three First National Plaza

  70 W. Madison, Suite 3800

  Chicago, IL 60602

  
	
   

  	
  Attention:

  	
  Samuel M. Mencoff

  Thomas S. Souleles

  
	
   

  	
   

  	
   

  
					


















 


	
   

  	
   

  	
   

  
	
   

  	
  OTHER INVESTORS:

  
	
   

  	
   

  
	
   

  	
  MADISON DEARBORN CAPITAL PARTNERS

  IV, L.P.

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas S. Souleles

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Member

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  c/o Madison Dearborn Partners, LLC

  Three First National Plaza

  70 W. Madison, Suite 3800

  Chicago, IL 60602

  
	
   

  	
  Attention:

  	
  Samuel M. Mencoff

  Thomas S. Souleles

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPECIAL CO-INVEST I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas S.
  Souleles

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Member

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  c/o Madison Dearborn Partners, LLC

  Three First National Plaza

  70 W. Madison, Suite 3800

  Chicago, IL 60602

  
	
   

  	
  Attention:

  	
  Samuel M. Mencoff

  Thomas S. Souleles

  
								



 

















 


	
   

  	
  NORTHWESTERN UNIVERSITY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William H. McLean

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Vice President and Chief Investment Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  c/o Investment Department

  633 Clark Street

  Suite 1-209

  Evanston, IL 60208

  
	
   

  	
  Attention:

  	
  Du Chai

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RANDOLPH STREET PARTNERS VI

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William S. Kirsch, P.C.

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  c/o Jack S. Levin

  200 East Randolph Drive

  Suite 5700

  Chicago, IL 60601

  
						



 

















 


	
   

  	
  /s/ Steven R.
  Auernhamer

  	
   

  
	
   

  	
  Steven
  R. Auernhamer

  



 

















 


	
   

  	
  /s/ Steven W.
  Becker

  	
   

  
	
   

  	
  Steven
  W. Becker

  



 

















 


	
   

  	
  /s/ Leslie A.
  Braun

  	
   

  
	
   

  	
  Leslie
  A. Braun

  



 

















 


	
   

  	
  /s/ David C.
  Cizek

  	
   

  
	
   

  	
  David
  C. Cizek

  



 

















 


	
   

  	
  /s/ Arthur S.
  Fletcher

  	
   

  
	
   

  	
  Arthur
  S. Fletcher

  



 

















 


	
   

  	
  /s/ James C.
  Gillespie

  	
   

  
	
   

  	
  James
  C. Gillespie

  



 

















 


	
   

  	
  /s/ William E.
  Hannum

  	
   

  
	
   

  	
  William
  E. Hannum

  



 

















 


	
   

  	
  /s/ Bradley T.
  J. Hansen

  	
   

  
	
   

  	
  Bradley
  T. J. Hansen

  



 

















 


	
   

  	
  /s/ William H.
  Hanson

  	
   

  
	
   

  	
  William
  H. Hanson

  



 

















 


	
   

  	
  /s/ Patrick C.
  Hughes

  	
   

  
	
   

  	
  Patrick
  C. Hughes

  



 

















 


	
   

  	
  /s/ Kyle D.
  Johnson

  	
   

  
	
   

  	
  Kyle
  D. Johnson

  



 

















 


	
   

  	
  /s/ John F.
  Karas

  	
   

  
	
   

  	
  John
  F. Karas

  



 

















 


	
   

  	
  /s/ Donald J.
  Luce

  	
   

  
	
   

  	
  Donald
  J. Luce

  



 

















 


	
   

  	
  /s/ Richard M.
  Lowry

  	
   

  
	
   

  	
  Richard
  M. Lowry

  



 

















 


	
   

  	
  /s/ Michael J.
  Lueders

  	
   

  
	
   

  	
  Michael
  J. Lueders

  



 

















 


	
   

  	
  Christopher T. Mackie 1998 Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L.
  Coleman

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 

















 


	
   

  	
  /s/ Douglas B.
  Mackie

  	
   

  
	
   

  	
  Douglas
  B. Mackie

  



 

















 


	
   

  	
  Kathleen J. Mackie 1998 Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L.
  Coleman

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 

















 


	
   

  	
  Madeline C. Mackie 1998 Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L.
  Coleman

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 

















 


	
   

  	
  Natalie A. Mackie 1998 Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L.
  Coleman

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 

















 


	
   

  	
  Philip D. Mackie 1998 Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. L.
  Coleman

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 

















 


	
   

  	
  /s/ John R.
  Maszezyk

  	
   

  
	
   

  	
  John
  R. Maszezyk

  



 

















 


	
   

  	
  /s/ Sam R.
  Morrison

  	
   

  
	
   

  	
  Sam
  R. Morrison

  



 

















 


	
   

  	
  /s/ William A.
  Murchison

  	
   

  
	
   

  	
  William
  A. Murchison

  



 

















 


	
   

  	
  /s/ John T.
  O’Brien

  	
   

  
	
   

  	
  John
  T. O’Brien

  



 

















 


	
   

  	
  /s/ Steven F.
  O’Hara

  	
   

  
	
   

  	
  Steven
  F. O’Hara

  



 

















 


	
   

  	
  /s/ William F.
  Pagendarm

  	
   

  
	
   

  	
  William
  F. Pagendarm

  



 

















 


	
   

  	
  /s/ Robert C.
  Ramsdell

  	
   

  
	
   

  	
  Robert
  C. Ramsdell

  



 

















 


	
   

  	
  /s/ T.
  Christopher Roberts

  	
   

  
	
   

  	
  T.
  Christopher Roberts

  



 

















 


	
   

  	
  /s/ Michael R.
  Sayer

  	
   

  
	
   

  	
  Michael
  R. Sayer

  



 

















 


	
   

  	
  /s/ David E.
  Simonelli

  	
   

  
	
   

  	
  David
  E. Simonelli

  



 

















 


	
   

  	
  /s/ George T.
  Strawn

  	
   

  
	
   

  	
  George
  T. Strawn

  



 

















 


	
   

  	
  /s/ Mark R.
  Thomas

  	
   

  
	
   

  	
  Mark
  R. Thomas

  



 

















 


	
   

  	
  /s/ Russell F.
  Zimmerman

  	
   

  
	
   

  	
  Russell
  F. Zimmerman

  



 

















 


	
   

  	
  /s/ James G.
  McNally

  	
   

  
	
   

  	
  James
  G. McNally

  



 

















 


	
   

  	
  /s/ Deborah A.
  Wensel

  	
   

  
	
   

  	
  Deborah
  A. Wensel

  



 

















 


	
   

  	
  Deborah A. Wensel Trust June 4,
  1999

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Deborah A.
  Wensel

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 

















 


	
   

  	
  /s/ Seann M.
  Perez

  	
   

  
	
   

  	
  Seann
  M. Perez