OF SUCH LOAN DOCUMENTS AND (C) AGREES THAT NEITHER SUCH RATIFICATION AND
REAFFIRMATION, NOR THE ADMINISTRATIVE AGENT'S, OR ANY LENDER'S SOLICITATION OF
SUCH RATIFICATION AND REAFFIRMATION, CONSTITUTES A COURSE OF DEALING GIVING RISE
TO ANY OBLIGATION OR CONDITION REQUIRING A SIMILAR OR ANY OTHER RATIFICATION OR
REAFFIRMATION FROM THE BORROWER OR SUCH OTHER LOAN PARTIES WITH RESPECT TO ANY
SUBSEQUENT MODIFICATIONS TO THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS. AS
MODIFIED HEREBY, THE CREDIT AGREEMENT IS IN ALL RESPECTS RATIFIED AND CONFIRMED,
AND THE CREDIT AGREEMENT AS SO MODIFIED BY THIS AGREEMENT SHALL BE READ, TAKEN
AND SO CONSTRUED AS ONE AND THE SAME INSTRUMENT. EACH OF THE LOAN DOCUMENTS
SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED.
NEITHER THE EXECUTION, DELIVERY NOR EFFECTIVENESS OF THIS AGREEMENT SHALL
OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF THE ADMINISTRATIVE AGENT OR
THE LENDERS, OR OF ANY DEFAULT OR EVENT OF DEFAULT (WHETHER OR NOT KNOWN TO THE
ADMINISTRATIVE AGENT OR THE LENDERS), UNDER ANY OF THE LOAN DOCUMENTS. THIS
5
AGREEMENT AND EACH OF THE OTHER AMENDMENT DOCUMENTS SHALL CONSTITUTE LOAN
DOCUMENTS FOR PURPOSES OF THE CREDIT AGREEMENT.
5.
GOVERNING LAW. THIS AGREEMENT 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 THE PROVISIONS OF 5-1401 AND 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).
6.
ADMINISTRATIVE AGENT'S EXPENSES. THE BORROWER HEREBY AGREES TO
PROMPTLY REIMBURSE THE ADMINISTRATIVE AGENT FOR ALL OF THE REASONABLE
OUT-OF-POCKET EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' AND
PARALEGALS' FEES, IT HAS HERETOFORE OR HEREAFTER INCURRED OR INCURS IN
CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND
THE OTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS CONTEMPLATED HEREBY.
7.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE AND THE SAME AGREEMENT AMONG THE PARTIES.
* * * *
6
EXECUTION COPY
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first above written.
GREAT LAKES DREDGE & DOCK
CORPORATION
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
GLDD ACQUISITIONS CORP.
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
GREAT LAKES DREDGE & DOCK
COMPANY, LLC
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
GREAT LAKES CARIBBEAN DREDGING,
INC.
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
DAWSON MARINE SERVICES COMPANY
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
FIFTY-THREE DREDGING CORPORATION
By:
/s/ Paul E. Dinquel
Name:
Paul E. Dinquel
Title:
Vice President
NORTH AMERICAN SITE DEVELOPERS,
INC.
By:
/s/ Deborah A. Wensel
Name:
Deborah A. Wensel
Title:
Sr. Vice President and CFO
JDC SOIL MANAGEMENT &
DEVELOPMENT INC.
By:
/s/ Deborah