OR
(II)
EXCEPT AS OTHERWISE PERMITTED UNDER SECTIONS 6.2(A)(I) AND
6.2(G), THE FAILURE OF THE BORROWER (A) TO OWN (DIRECTLY OR INDIRECTLY), FREE
AND CLEAR OF ALL LIENS OR OTHER ENCUMBRANCES (OTHER THAN ANY LIEN OR ENCUMBRANCE
CREATED BY THE LOAN DOCUMENTS), 100% OF THE OUTSTANDING SHARES OF EACH CLASS OF
CAPITAL STOCK OF ANY SUBSIDIARY GUARANTOR ON A FULLY DILUTED BASIS, OR, IN THE
CASE OF NASDI, AT LEAST 65% OF THE OUTSTANDING EQUITY CAPITAL, OR 100% OF THE
OUTSTANDING VOTING STOCK, OF NASDI, OR (B) TO HAVE THE POWER (DIRECTLY OR
INDIRECTLY) TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT OR POLICIES OF
ANY SUCH SUBSIDIARY GUARANTOR (SUBJECT, IN THE CASE OF NASDI, TO THE TERMS OF
NASDI'S LIMITED LIABILITY COMPANY AGREEMENT AND OTHER ORGANIZATIONAL DOCUMENTS);
OR
(III)
A MAJORITY OF THE BOARD OF DIRECTORS OF THE BORROWER ARE NOT
CONTINUING DIRECTORS; OR
(IV)
ANY "CHANGE OF CONTROL" (AS DEFINED IN THE NOTE INDENTURE) OCCURS.
FOR PURPOSES OF THIS, CLAUSE (J), (I)"VOTING STOCK" OF ANY PERSON AS OF ANY DATE
MEANS THE CAPITAL STOCK OF SUCH PERSON THAT IS AT THE TIME ENTITLED TO VOTE IN
THE ELECTION OF THE BOARD OF DIRECTORS OF SUCH PERSON AND (II) "CAPITAL STOCK"
MEANS (A) IN THE CASE OF A CORPORATION, CORPORATE STOCK, (B) IN THE CASE OF ANY
ASSOCIATION OR BUSINESS ENTITY, ANY AND ALL SHARES, INTERESTS, PARTICIPATIONS,
RIGHTS OR OTHER EQUIVALENTS (HOWEVER DESIGNATED) OF CORPORATE STOCK, (C) IN THE
CASE OF A PARTNERSHIP OR LIMITED LIABILITY COMPANY, PARTNERSHIP OR MEMBERSHIP
INTERESTS (WHETHER GENERAL OR LIMITED) AND (D) ANY OTHER INTEREST OR
PARTICIPATION THAT CONFERS ON A PERSON THE RIGHT TO RECEIVE A SHARE OF THE
PROFITS AND LOSSES OF, OR DISTRIBUTIONS OF ASSETS OF, THE ISSUING PERSON.
(K)
BONDING AGREEMENT.
67
(I)
ANY PERSON EXECUTING BONDS, UNDERTAKINGS OR INSTRUMENTS OF
GUARANTY AS SURETY FOR THE BORROWER OR ANY OF ITS SUBSIDIARIES WITH RESPECT TO
ANY MARINE CONSTRUCTION OR DREDGING CONTRACTS TO BE ENTERED INTO BY THE BORROWER
OR ANY SUCH SUBSIDIARY FOR ANY REASON CEASES TO ISSUE SUCH BONDS, UNDERTAKINGS
OR INSTRUMENTS OF GUARANTY AND (A) THE BORROWER AND ITS SUBSIDIARIES FAIL TO
CAUSE ANOTHER PERSON REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT (PROVIDED
THAT ANY SUCH PERSON SHALL BE DEEMED TO BE ACCEPTABLE IF ITS BONDS, UNDERTAKINGS
OR INSTRUMENTS OF GUARANTY ARE ACCEPTED BY CONTRACT PROVIDERS FOR THE BORROWER
AND ITS SUBSIDIARIES) TO ISSUE BONDS, UNDERTAKINGS OR INSTRUMENTS OF GUARANTY
WITHIN 90 DAYS OF THE DATE THAT SUCH ORIGINAL PERSON CEASED TO ISSUE BONDS,
UNDERTAKINGS OR INSTRUMENTS OF GUARANTY, OR (B) SUCH DENIAL, INDIVIDUALLY OR IN
THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
OR
(II)
TRAVELERS PROVIDES NOTICE TO THE ADMINISTRATIVE AGENT (PURSUANT
TO SECTION 4.4 OF THE INTERCREDITOR AGREEMENT) OF ANY BREACH OR DEFAULT UNDER
ANY BONDED CONTRACT OR UNDER THE TRAVELERS AGREEMENT AND, AS A RESULT THEREOF,
TRAVELERS HAS TAKEN ACTION PURSUANT TO SECTION 4.1(A) OF THE INTERCREDITOR
AGREEMENT; OR
(III)
THE BORROWER OR ANY OF ITS SUBSIDIARIES DEFAULTS IN