RESPECT LIMITS OR
TERMINATES ANY OF THE PROVISIONS OF THE CREDIT AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OTHER THAN AS EXPRESSLY SET FORTH HEREIN AND FURTHER AGREE AND
ACKNOWLEDGE THAT THE CREDIT AGREEMENT (AS AMENDED HEREBY) AND EACH OF THE OTHER
LOAN DOCUMENTS REMAIN AND CONTINUE IN FULL FORCE AND EFFECT AND ARE HEREBY
RATIFIED AND CONFIRMED.
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, THE
EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AGREEMENT SHALL NOT OPERATE AS AN
AMENDMENT OF ANY RIGHTS, POWER OR REMEDY OF THE LENDER UNDER THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT, NOR CONSTITUTE AN AMENDMENT OF ANY
PROVISION OF THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
NO DELAY ON THE
PART OF THE LENDER IN EXERCISING ANY OF ITS RIGHTS, REMEDIES, POWERS AND
PRIVILEGES UNDER THE CREDIT AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR PARTIAL OR
SINGLE EXERCISE THEREOF, SHALL CONSTITUTE AN AMENDMENT THEREOF.
ON AND AFTER
THE EFFECTIVE DATE EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT,"
"HEREUNDER," "HEREOF," "HEREIN" OR WORDS OF LIKE IMPORT, AND EACH REFERENCE TO
THE CREDIT AGREEMENT IN THE LOAN DOCUMENTS AND ALL OTHER DOCUMENTS DELIVERED IN
CONNECTION WITH THE CREDIT AGREEMENT SHALL MEAN AND BE A REFERENCE TO THE CREDIT
AGREEMENT AS AMENDED HEREBY.
NONE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT
MAY BE CHANGED, WAIVED, MODIFIED OR VARIED IN ANY MANNER, WHATSOEVER, EXCEPT IN
ACCORDANCE WITH SECTION 7.1 OF THE CREDIT AGREEMENT.
(H)
REAFFIRMATION OF GUARANTY.
THE GUARANTOR ACKNOWLEDGES RECEIPT OF
A COPY OF THIS AGREEMENT, CONSENTS TO THIS AGREEMENT AND EACH OF THE
TRANSACTIONS REFERENCED IN THIS AGREEMENT AND HEREBY REAFFIRMS ITS OBLIGATIONS
UNDER THE GUARANTY.
[signature pages follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
written above.
GREAT LAKES DREDGE & DOCK COMPANY
By:
/s/ Leslie A. Braun
Name:
Leslie A. Braun
Title:
Secretary
GREAT LAKES DREDGE & DOCK
CORPORATION
By:
/s/ Leslie A. Braun
Name:
Leslie A. Braun
Title:
Secretary
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
/s/ Frederik W. Aase
Name:
Frederik W. Aase
Title:
Duly Authorized Signatory