AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among GLDD ACQUISITIONS CORP., GLDD MERGER SUB, INC. and GREAT LAKES DREDGE & DOCK CORPORATION dated as of December 22, 2003Agreement and Plan of Merger • January 6th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • New York
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2003 (this “Agreement”), among GLDD Acquisitions Corp., a Delaware corporation (“Parent”), GLDD Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Great Lakes Dredge & Dock Corporation, a Delaware corporation (the “Company”) and, solely in its capacity as Stockholder Representative hereunder and for purposes of Sections 2.9, 2.10, 2.11, Article VIII and Article IX hereof, Vectura Holding Company LLC.
CREDIT AGREEMENT dated as of December 22, 2003 among GLDD ACQUISITIONS CORP., as Holdings, GREAT LAKES DREDGE & DOCK CORPORATION, as the Borrower, THE OTHER LOAN PARTIES HERETO, as Loan Parties, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY...Credit Agreement • January 6th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • New York
CREDIT AGREEMENT Dated as of December 17, 2003 Between GENERAL ELECTRIC CAPITAL CORPORATION And GREAT LAKES DREDGE & DOCK COMPANYCredit Agreement • January 6th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of December 17, 2003, is made by and between GENERAL ELECTRIC CAPITAL CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware, and GREAT LAKES DREDGE & DOCK COMPANY, a corporation duly organized and validly existing under the laws of the State of New Jersey.
SUBSCRIPTION AGREEMENT DATED AS OF DECEMBER 22, 2003 BY AND AMONG GLDD ACQUISITIONS CORP. AND THE PURCHASERS LISTED ON THE SCHEDULE OF PURCHASERS ATTACHED HERETOSubscription Agreement • January 6th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • Delaware
THIS AGREEMENT is made as of December 22, 2003, by and among GLDD Acquisitions Corp., a Delaware corporation (the “Company”), and the Persons set forth on the “Schedule of Purchasers” attached hereto (hereinafter referred to collectively as the “Purchasers” and individually as a “Purchaser”). The Purchasers will purchase, severally and not jointly, the Securities listed on the Schedule of Purchasers attached hereto. Capitalized terms used, but not otherwise defined herein, are defined in Section 9 hereof.
MANAGEMENT EQUITY AGREEMENT AMONG GLDD ACQUISITIONS CORP. AND EACH OF THE PERSONS LISTED ON THE SCHEDULE OF EXECUTIVES HERETO Dated as of December 22, 2003Management Equity Agreement • January 6th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • Illinois
THIS MANAGEMENT EQUITY AGREEMENT (this “Agreement”) is made as of December 22, 2003, among GLDD Acquisitions Corp., a Delaware corporation (the “Company”), and each of the persons identified on the Schedule of Executives attached hereto (each an “Executive”).
GLDD ACQUISITIONS CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 22, 2003, by and among GLDD Acquisitions Corp., a Delaware corporation (the “Company”); Madison Dearborn Capital Partners IV, L.P., a Delaware corporation (“MDCP”) and each of the Persons listed on the signature pages hereto as “Other Investors” (the “Other Investors”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 7 hereof.
THIRD AMENDED AND RESTATED UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT dated December 22, 2003 among GREAT LAKES DREDGE & DOCK CORPORATION, CERTAIN OF ITS SUBSIDIARIES, TRAVELERS CASUALTY AND SURETY COMPANY and TRAVELERS CASUALTY AND SURETY...Underwriting and Continuing Indemnity Agreement • January 6th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • New York
THIS THIRD AMENDED AND RESTATED UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT (the “Agreement”), made and entered into this 22nd day of December, 2003, is among (i) GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware corporation (“HOLDINGS”), and the SUBSIDIARIES of HOLDINGS from time to time signatories hereto (collectively with HOLDINGS, the “INDEMNITORS”), and (ii) TRAVELERS CASUALTY AND SURETY COMPANY, a Connecticut corporation (as assignee of Reliance Insurance Company, a Pennsylvania corporation, United Pacific Insurance Company, a Pennsylvania corporation, Reliance National Insurance Company, a Delaware corporation, and Reliance Surety Company, a Delaware corporation) (“TCASC”), and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a Connecticut corporation (“TRAVELERS AMERICA” and together with TCASC, “TRAVELERS”).
SUPPLEMENTAL INDENTURESupplemental Indenture • January 6th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • New York
This Supplemental Indenture (this “Supplemental Indenture”), dated as of December 22, 2003, by and among Great Lakes Dredge & Dock Company, a New Jersey corporation, Great Lakes Caribbean Dredging, Inc., a Delaware corporation, Dawson Marine Services Company, a Delaware corporation, North American Site Developers, Inc., a Massachusetts corporation, and Fifty-Three Dredging Corporation, a New Jersey corporation (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each of which is a direct or indirect subsidiary of Great Lakes Dredge & Dock Corporation, a Delaware corporation (the “Company”), the Company and BNY Midwest Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
