ACKNOWLEDGMENT.
THE BORROWER AND EACH OTHER LOAN PARTY HEREBY (A) RATIFIES AND
REAFFIRMS ALL OF ITS PAYMENT AND PERFORMANCE OBLIGATIONS, CONTINGENT OR
OTHERWISE, AND EACH GRANT OF SECURITY INTERESTS AND LIENS IN FAVOR OF THE
ADMINISTRATIVE AGENT, UNDER EACH LOAN DOCUMENT TO WHICH IT IS A PARTY,
(B) AGREES AND ACKNOWLEDGES THAT SUCH RATIFICATION AND REAFFIRMATION IS NOT A
CONDITION TO THE CONTINUED EFFECTIVENESS OF SUCH LOAN DOCUMENTS AND (C) AGREES
THAT NEITHER SUCH RATIFICATION AND REAFFIRMATION, NOR THE ADMINISTRATIVE
AGENT'S, OR ANY LENDER'S SOLICITATION OF SUCH RATIFICATION AND REAFFIRMATION,
CONSTITUTES A COURSE OF DEALING GIVING RISE TO ANY OBLIGATION OR CONDITION
REQUIRING A SIMILAR OR ANY OTHER RATIFICATION OR REAFFIRMATION FROM THE BORROWER
OR SUCH OTHER LOAN PARTIES WITH RESPECT TO ANY SUBSEQUENT MODIFICATIONS TO THE
CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS.
AS MODIFIED HEREBY, THE CREDIT
AGREEMENT IS IN ALL RESPECTS RATIFIED AND CONFIRMED, AND THE CREDIT AGREEMENT AS
SO MODIFIED BY THIS AGREEMENT SHALL BE READ, TAKEN AND SO CONSTRUED AS ONE AND
THE SAME INSTRUMENT.
EACH OF THE LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND
EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED.
NEITHER THE EXECUTION, DELIVERY
NOR EFFECTIVENESS OF THIS AGREEMENT SHALL OPERATE AS A WAIVER OF ANY RIGHT,
POWER OR REMEDY OF THE ADMINISTRATIVE AGENT OR THE LENDERS, OR OF ANY DEFAULT OR
EVENT OF DEFAULT (WHETHER OR NOT KNOWN TO THE ADMINISTRATIVE AGENT OR THE
LENDERS), UNDER ANY OF THE LOAN DOCUMENTS.
THIS AGREEMENT AND EACH OF THE OTHER
AMENDMENT DOCUMENTS SHALL CONSTITUTE LOAN DOCUMENTS FOR PURPOSES OF THE CREDIT
AGREEMENT.
5.
GOVERNING LAW.
THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES (OTHER THAN THE
PROVISIONS OF 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
6.
ADMINISTRATIVE AGENT'S EXPENSES.
THE
BORROWER HEREBY AGREES TO PROMPTLY REIMBURSE THE ADMINISTRATIVE AGENT FOR ALL OF
THE REASONABLE OUT-OF-POCKET EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS'
AND PARALEGALS' FEES, IT HAS HERETOFORE OR HEREAFTER INCURRED OR INCURS IN
CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND
THE OTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS CONTEMPLATED HEREBY.
5
7.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT AMONG THE PARTIES.
* * * *
6
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first above written.
GREAT LAKES DREDGE & DOCK
CORPORATION
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
GLDD ACQUISITIONS CORP.
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
GREAT LAKES DREDGE & DOCK COMPANY
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
GREAT LAKES CARIBBEAN DREDGING,
INC.
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
7
DAWSON