IN A
PROCEEDING IN EQUITY OR AT LAW OR OTHERWISE).
(C)
THE CORPORATION'S EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT DOES NOT AND WILL NOT VIOLATE ITS CERTIFICATE OF INCORPORATION OR
BYLAWS, ANY LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, DECREE OR AWARD
APPLICABLE TO IT OR ANY CONTRACTUAL PROVISION TO WHICH IT IS A PARTY OR TO WHICH
IT OR ANY OF ITS PROPERTY IS SUBJECT.
(D)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO
OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY
(OTHER THAN THOSE WHICH HAVE BEEN OBTAINED AND ARE IN FORCE AND EFFECT) IS
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
CORPORATION OF THIS AGREEMENT AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS
EXECUTED AND DELIVERED PURSUANT TO THIS AGREEMENT.
(E)
NO EVENT OF DEFAULT OR DEFAULT EXISTS UNDER THE CREDIT AGREEMENT
OR WOULD EXIST AFTER GIVING EFFECT TO THIS AGREEMENT.
4.
CONSENT.
THE LENDER HEREBY CONSENTS TO THE CONSUMMATION OF THE
MERGER.
5.
MISCELLANEOUS.
THE PARTIES HERETO HEREBY FURTHER AGREE AS
FOLLOWS:
(A)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH, WHEN EXECUTED AND DELIVERED, SHALL BE DEEMED TO BE
AN ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE BUT
ONE AND THE SAME DOCUMENT WITH THE SAME FORCE AND EFFECT AS IF THE SIGNATURES OF
ALL OF THE PARTIES WERE ON A SINGLE COUNTERPART, AND IT SHALL NOT BE NECESSARY
IN MAKING PROOF OF THIS AGREEMENT TO PRODUCE MORE THAN ONE (1) SUCH COUNTERPART.
(B)
HEADINGS.
HEADINGS USED IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
(C)
INTEGRATION.
THIS AGREEMENT, THE OTHER AGREEMENTS AND DOCUMENTS
EXECUTED AND DELIVERED PURSUANT TO THIS AGREEMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(D)
GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS AND
2
DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF
LAWS RULES.
(E)
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY THE CORPORATION AND THE LENDER AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
EXCEPT AS EXPRESSLY SET FORTH TO THE
CONTRARY HEREIN, THIS AGREEMENT SHALL NOT BE CONSTRUED SO AS TO CONFER ANY RIGHT
OR BENEFIT UPON ANY PERSON OTHER THAN THE CORPORATION, THE BORROWER AND THE
LENDER AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
[signature pages follow]
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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
CORPORATION
By:
/s/ Deborah A. Wensel
Name:
Deborah A.