Exhibit 10.3
REAFFIRMATION, RATIFICATION AND
ASSUMPTION AGREEMENT
THIS REAFFIRMATION, RATIFICATION AND
ASSUMPTION AGREEMENT (this “ Agreement ”), dated
as of December 26, 2006, is made by Great Lakes Dredge & Dock
Corporation (formerly named Great Lakes Dredge & Dock Holdings
Corp.), a Delaware corporation (“ Successor Borrower
”), in favor of Wells Fargo HSBC Trade Bank, N.A., and
the Secured Party (as defined in the International Security
Agreement).
R E C I T A L S:
A.
Great Lakes Dredge & Dock Corporation, a Delaware corporation
(the “ Original Borrower ”), and Bank are
parties to that certain International Letter of Credit Agreement
dated as of September 29, 2006 (as amended, restated, supplemented
or otherwise modified, the “ Credit Agreement
”). Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the Credit
Agreement.
B.
The Original Borrower is also a party to (i) the Note, (ii) the
International Security Agreement, (iii) the Standby Letter of
Credit Agreement, (iv) the Borrower Agreement, (v) the Fast Track
Borrower Agreement Supplement, (vi) the Acknowledgement of Country
Limitation Schedule, and (vii) other International Loan Documents
executed and delivered in connection with the Original
Borrower’s Obligations under the Credit Agreement.
C.
Effective as of even date herewith, the Original Borrower has
merged with and into the Successor Borrower, with the Successor
Borrower being the surviving Person of such merger (the “
Borrower Merger ”).
D.
In order to obtain the consent of the Bank to the Borrower Merger,
the Successor Borrower is required, among other things, to
expressly assume the obligations of the Original Borrower under,
and reaffirm and ratify the effectiveness of, (i) the Credit
Agreement, (ii) the Note, (iii) the International Security
Agreement, (iv) the Standby Letter of Credit Agreement, (v) the
Borrower Agreement, (vi) the Fast Track Borrower Agreement
Supplement, (vii) the Acknowledgement of Country Limitation
Schedule, and (viii) other International Loan Documents executed
and delivered in connection with the Original Borrower’s
Obligations under the Credit Agreement (collectively, the “
Assumed Borrower Agreements ”).
E.
Successor Borrower is executing and delivering this Agreement in
order to satisfy such requirements.
NOW, THEREFORE,
in consideration of the foregoing
and to induce the Bank to consent to the Borrower Merger, Successor
Borrower hereby agrees as follows:
1.
Assumption of Liabilities .
(a)
As the successor by merger to the Original Borrower, Successor
Borrower hereby expressly assumes all indebtedness, liabilities and
obligations of the Original Borrower under the Assumed Borrower
Agreements.
(b)
Any and all Liens, encumbrances, Collateral, security interests,
UCC financing statements, transfers and any and all assignments of
any right, claim or interest in and to property of any nature
whatsoever heretofore given or granted to the Bank or any of the
other Secured Parties by the Original Borrower are expressly
assumed by Successor Borrower, and shall continue without
interruption, in full force and effect, surviving the Borrower
Merger and shall apply to any and all such property (i) owned
by the Original Borrower prior to the Borrower Merger,
(ii) acquired by Successor Borrower as a result of the
Borrower Merger, or (iii) acquired hereafter by Successor
Borrower.
2.
Reaffirmation and Ratification of Loan Documents .
Successor Borrower (i) hereby adopts, ratifies, reaffirms and
confirms all of the Assumed Borrower Agreements executed by the
Original Borrower, (ii) agrees that all Assumed Borrower Agreements
shall remain in full force and effect, (iii) shall be substituted
as a party to all such Assumed Borrower Agreements with the same
force and effect as if Successor Borrower were originally a party
thereto and (iv) makes all of the representations and warranties
under the Assumed Borrower Agreements as a “Borrower”
and a “Grantor” as defined thereunder.
3.
Representations and Warranties . To induce the Bank to
consent to the Borrower Merger, Successor Borrower represents and
warrants to the Bank as follows:
(a)
Existence; Authority; Compliance
with Law . Successor Borrower
(i) is a corp
