Exhibit 10.2
ASSUMPTION
AGREEMENT
THIS ASSUMPTION AGREEMENT (this
“ Agreement ”), dated as of December 26, 2006,
is by and between GREAT LAKES DREDGE & DOCK CORPORATION, a
Delaware corporation (formerly named Great Lakes Dredge & Dock
Holdings Corp.) (the “ Corporation ”), and
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the
“ Lender ”).
W I T N E S
S E T H :
WHEREAS, Great Lakes Dredge &
Dock Company, LLC, a Delaware limited liability company (the
“ Borrower ”), and the Lender entered into that
certain Credit Agreement dated as of December 17, 2003 (as amended,
restated, supplemented or otherwise modified and in effect from
time to time, the “ Credit Agreement ”),
pursuant to which the Lender has extended the Loan to the
Borrower;
WHEREAS, Great Lakes Dredge &
Dock Corporation, a Delaware corporation (the “
Guarantor ”), entered into that certain Guaranty
Agreement dated as of December 17, 2003 (as amended, restated,
supplemented or otherwise modified and in effect from time to time,
the “ Guaranty Agreement ”), pursuant to which
the Guarantor guaranteed the obligations of the Borrower under the
Credit Agreement and the other Loan Documents;
WHEREAS, contemporaneously with the
execution and delivery of this Agreement, the Guarantor is merging
(the “ Merger ”) with and into the Corporation
with the Corporation as the survivor of such merger and, following
such merger, changing its name to “Great Lakes Dredge &
Dock Corporation”; and
WHEREAS, the Corporation wishes to
expressly assume the rights, duties and obligations of the
Guarantor under the Guaranty Agreement;
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants contained herein, and
other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Defined Terms . Terms capitalized herein and not
otherwise defined herein are used with the meanings ascribed to
such terms in the Credit Agreement.
2.
Assumption of Obligations . The Corporation hereby
expressly assumes and agrees to be bound by all of the rights,
duties and obligations of the Guarantor under the Guaranty
Agreement effective upon the consummation of the Merger. The
Corporation shall hereafter be entitled to and fully liable for
each and every right, obligation, duty, representation and covenant
of the Guarantor to the same extent as if the Corporation had been
the original party to the Guaranty Agreement.
3.
Representations and Warranties . The Corporation
hereby represents and warrants to the Lender, in each case after
giving effect to the Merger and this Agreement,
