Agreement
11.20
Release of Collateral and Guarantors
11.21
Additional Guarantors
Exhibit A
-
Definitions
Exhibit B
-
Form of Note
Exhibit C
-
Form of Weekly International Borrowing Base Certificate, together with Annexes I
and II
Exhibit D
-
Form of Compliance Certificate
Exhibit E
-
Form of Letter of Credit Request
Exhibit F
-
Form of Guaranty
Exhibit G
-
Form of Joinder to Guaranty
Exhibit H
-
Form of Standby Letter of Credit Agreement
Exhibit I
-
Form of Reaffirmation, Ratification and Assumption Agreement
Exhibit J
-
Form of Deposit Account Control Agreement
Schedule 1.1
-
Existing Letters of Credit
Schedule 6.1
-
Subsidiaries
Schedule 6.3
-
Litigation
Schedule 6.5
-
Capital Stock of Borrower; Control Affiliates
Schedule 8.3
-
Insurance
Schedule 8.7
-
Export Orders Excluded from the Cash Collateral Account
iv
INTERNATIONAL LETTER OF CREDIT AGREEMENT
This International Letter of Credit Agreement is entered into as of
September 29, 2006 among GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware
corporation, the Guarantors from time to time party hereto and WELLS FARGO HSBC
TRADE BANK, N.A. (together with its successors and assigns, the "Bank").
The Borrower has requested that the Bank provide an international letter of
credit facility, and the Bank is willing to do so on and subject to the terms
and conditions set forth herein.
In consideration of the mutual covenants herein contained, the parties hereto
covenant and agree as follows:
ARTICLE I.
CERTAIN DEFINITIONS AND OTHER INTERPRETIVE PROVISIONS.
1.1
DEFINITIONS.
CAPITALIZED TERMS USED IN THIS
AGREEMENT AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM
IN EXHIBIT A TO THIS AGREEMENT.
1.2
OTHER INTERPRETIVE PROVISIONS.
WITH
REFERENCE TO THIS AGREEMENT AND EACH OTHER INTERNATIONAL LOAN DOCUMENT, UNLESS
OTHERWISE SPECIFIED HEREIN OR IN SUCH OTHER INTERNATIONAL LOAN DOCUMENT:
(A)
THE DEFINITIONS OF TERMS HEREIN SHALL APPLY
EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE
CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING"
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION."
THE WORD
"WILL" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD
"SHALL."
UNLESS THE CONTEXT REQUIRES OTHERWISE, (I) ANY DEFINITION OF OR
REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT (INCLUDING ANY
ORGANIZATION DOCUMENT) SHALL BE CONSTRUED AS REFERRING TO SUCH AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT AS FROM TIME TO TIME AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH
AMENDMENTS, RESTATEMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN OR IN
ANY OTHER INTERNATIONAL LOAN DOCUMENT), (II) ANY REFERENCE HEREIN TO ANY PERSON
SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS, (III) THE
WORDS "HEREIN," "HEREOF" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED
IN ANY INTERNATIONAL LOAN DOCUMENT, SHALL BE CONSTRUED TO REFER TO SUCH
INTERNATIONAL LOAN DOCUMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION
THEREOF, (IV) ALL REFERENCES IN AN INTERNATIONAL LOAN DOCUMENT TO ARTICLES,
SECTIONS, EXHIBITS