AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED.
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SECTION 6.
COSTS, EXPENSES AND TAXES.
THE BORROWER AGREES TO PAY ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY THE BANK IN CONNECTION
WITH THE PREPARATION, REPRODUCTION, EXECUTION AND DELIVERY OF THIS SECOND
AMENDMENT AND THE OTHER INSTRUMENTS AND DOCUMENTS TO BE DELIVERED HEREUNDER
(INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL WITH
RESPECT THERETO).
SECTION 7.
EXECUTION IN COUNTERPARTS.
THIS SECOND AMENDMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE
AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND
THE SAME INSTRUMENT.
FOR PURPOSES OF THIS SECOND AMENDMENT, A COUNTERPART
HEREOF (OR SIGNATURE PAGE THERETO) SIGNED AND TRANSMITTED BY ANY PERSON PARTY
HERETO TO THE BANK (OR ITS COUNSEL) BY FACSIMILE MACHINE, TELECOPIER OR
ELECTRONIC MAIL IS TO BE TREATED AS AN ORIGINAL.
THE SIGNATURE OF SUCH PERSON
THEREON, FOR PURPOSES HEREOF, IS TO BE CONSIDERED AS AN ORIGINAL SIGNATURE, AND
THE COUNTERPART (OR SIGNATURE PAGE THERETO) SO TRANSMITTED IS TO BE CONSIDERED
TO HAVE THE SAME BINDING EFFECT AS AN ORIGINAL SIGNATURE ON AN ORIGINAL
DOCUMENT.
SECTION 8.
HEADINGS.
SECTION HEADINGS IN THIS SECOND AMENDMENT ARE INCLUDED
HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS
SECOND AMENDMENT FOR ANY OTHER PURPOSE.
SECTION 9.
ENTIRE AGREEMENT.
THIS SECOND AMENDMENT AND THE OTHER INTERNATIONAL
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
SECTION 10.
GOVERNING LAW.
THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CONFLICTS OF LAW PRINCIPLES (OTHER THAN PROVISIONS OF 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION 11.
WAIVERS OF JURY TRIAL.
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAWS, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
SECOND AMENDMENT OR INTERNATIONAL LOAN DOCUMENTS, OR ARISING FROM ANY FINANCING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS SECOND AMENDMENT OR ANY
INTERNATIONAL LOAN DOCUMENT AND AGREE THAT ANY ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.
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REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, this Second Amendment is executed as of the date first set
forth above.
BORROWER:
GREAT LAKES DREDGE & DOCK CORPORATION
By:
/s/ Deborah A. Wensel
Deborah A. Wensel
Senior Vice President, Chief Financial Officer and Treasurer
GUARANTOR:
GREAT LAKES DREDGE & DOCK COMPANY, LLC
By:
/s/ Deborah A. Wensel
Deborah A. Wensel
Senior Vice President, Chief Financial Officer and Treasurer
BANK:
WELLS FARGO HSBC TRADE BANK, N.A.
By:
/s/ Robert Corder
Robert Corder
Vice President
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