Exhibit 10.2
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (this "Agreement"), dated as of December 26, 2006, is
by and between GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware corporation
(formerly named Great Lakes Dredge & Dock Holdings Corp.) (the "Corporation"),
and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the "Lender").
W I T N E S S E T H :
WHEREAS, Great Lakes Dredge & Dock Company, LLC, a Delaware limited liability
company (the "Borrower"), and the Lender entered into that certain Credit
Agreement dated as of December 17, 2003 (as amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Credit Agreement"),
pursuant to which the Lender has extended the Loan to the Borrower;
WHEREAS, Great Lakes Dredge & Dock Corporation, a Delaware corporation (the
"Guarantor"), entered into that certain Guaranty Agreement dated as of December
17, 2003 (as amended, restated, supplemented or otherwise modified and in effect
from time to time, the "Guaranty Agreement"), pursuant to which the Guarantor
guaranteed the obligations of the Borrower under the Credit Agreement and the
other Loan Documents;
WHEREAS, contemporaneously with the execution and delivery of this Agreement,
the Guarantor is merging (the "Merger") with and into the Corporation with the
Corporation as the survivor of such merger and, following such merger, changing
its name to "Great Lakes Dredge & Dock Corporation"; and
WHEREAS, the Corporation wishes to expressly assume the rights, duties and
obligations of the Guarantor under the Guaranty Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, and other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1.
DEFINED TERMS.
TERMS CAPITALIZED HEREIN AND NOT OTHERWISE
DEFINED HEREIN ARE USED WITH THE MEANINGS ASCRIBED TO SUCH TERMS IN THE CREDIT
AGREEMENT.
2.
ASSUMPTION OF OBLIGATIONS.
THE CORPORATION HEREBY EXPRESSLY
ASSUMES AND AGREES TO BE BOUND BY ALL OF THE RIGHTS, DUTIES AND OBLIGATIONS OF
THE GUARANTOR UNDER THE GUARANTY AGREEMENT EFFECTIVE UPON THE CONSUMMATION OF
THE MERGER.
THE CORPORATION SHALL HEREAFTER BE ENTITLED TO AND FULLY LIABLE FOR
EACH AND EVERY RIGHT, OBLIGATION, DUTY, REPRESENTATION AND COVENANT OF THE
GUARANTOR TO THE SAME EXTENT AS IF THE CORPORATION HAD BEEN THE ORIGINAL PARTY
TO THE GUARANTY AGREEMENT.
3.
REPRESENTATIONS AND WARRANTIES.
THE CORPORATION HEREBY
REPRESENTS AND WARRANTS TO THE LENDER, IN EACH CASE AFTER GIVING EFFECT TO THE
MERGER AND THIS AGREEMENT, AS FOLLOWS:
(A)
THE CORPORATION HAS THE RIGHT, POWER AND CAPACITY AND HAS BEEN
DULY AUTHORIZED AND EMPOWERED BY ALL REQUISITE ACTION TO ENTER INTO, EXECUTE,
DELIVER AND PERFORM THIS AGREEMENT AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS
EXECUTED AND DELIVERED PURSUANT TO THIS AGREEMENT.
(B)
THIS AGREEMENT CONSTITUTES THE CORPORATION'S LEGAL, VALID AND
BINDING OBLIGATION, ENFORCEABLE AGAINST IT, EXCEPT AS ENFORCEMENT THEREOF MAY BE
SUBJECT TO THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEMENT IS SOUGHT