EACH REFERENCE IN
THE AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", OR WORDS OF LIKE IMPORT SHALL
MEAN AND BE A REFERENCE TO THE AGREEMENT, AS AFFECTED AND AMENDED HEREBY.
(B)
THE AGREEMENT, AS AMENDED BY THE AMENDMENTS REFERRED TO ABOVE,
SHALL REMAIN IN FULL FORCE AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED.
SECTION 6.
COSTS, EXPENSES AND TAXES.
THE BORROWER AGREES TO PAY ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY THE BANK IN CONNECTION
WITH THE PREPARATION, REPRODUCTION, EXECUTION AND DELIVERY OF THIS FIRST
AMENDMENT AND THE OTHER INSTRUMENTS AND DOCUMENTS TO BE DELIVERED HEREUNDER
(INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL WITH
RESPECT THERETO).
SECTION 7.
EXECUTION IN COUNTERPARTS.
THIS FIRST AMENDMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE
AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND
THE SAME INSTRUMENT.
FOR PURPOSES OF THIS FIRST AMENDMENT, A COUNTERPART HEREOF
(OR SIGNATURE PAGE THERETO) SIGNED AND TRANSMITTED BY ANY PERSON PARTY HERETO TO
THE BANK (OR ITS COUNSEL) BY FACSIMILE MACHINE, TELECOPIER OR ELECTRONIC MAIL IS
TO BE TREATED AS AN ORIGINAL.
THE SIGNATURE OF SUCH PERSON THEREON, FOR
PURPOSES HEREOF, IS TO BE CONSIDERED AS AN ORIGINAL SIGNATURE, AND THE
COUNTERPART (OR SIGNATURE PAGE THERETO) SO TRANSMITTED IS TO BE CONSIDERED TO
HAVE THE SAME BINDING EFFECT AS AN ORIGINAL SIGNATURE ON AN ORIGINAL DOCUMENT.
SECTION 8.
HEADINGS.
SECTION HEADINGS IN THIS FIRST AMENDMENT ARE INCLUDED
HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS
FIRST AMENDMENT FOR ANY OTHER PURPOSE.
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SECTION 9.
ENTIRE AGREEMENT.
THIS FIRST AMENDMENT AND THE OTHER INTERNATIONAL
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
SECTION 10.
GOVERNING LAW.
THIS FIRST AMENDMENT 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 PROVISIONS OF 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION 11.
WAIVERS OF JURY TRIAL.
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAWS, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
FIRST AMENDMENT OR INTERNATIONAL LOAN DOCUMENTS, OR ARISING FROM ANY FINANCING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS FIRST AMENDMENT OR ANY
INTERNATIONAL LOAN DOCUMENT AND AGREE THAT ANY ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, this First Amendment to Agreement is executed as of the date
first set forth above.
BORROWER:
GREAT LAKES DREDGE & DOCK CORPORATION
By:
/s/ Deborah A. Wensel
Deborah A. Wensel
Senior Vice President, Chief