Exhibit 10.1

EXECUTION COPY

REAFFIRMATION AGREEMENT

THIS REAFFIRMATION AGREEMENT (this “ Agreement ”), dated as of December 26, 2006, is by and between GREAT LAKES DREDGE & DOCK CORPORATION (f/k/a Great Lakes Dredge & Dock Holdings Corp.), a Delaware corporation (“ New GLDD ”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the “ Administrative Agent ”) under the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, prior to the date hereof, New GLDD’s legal name was “Great Lakes Dredge & Dock Holdings Corp.”;

WHEREAS, on the date hereof, (i) Great Lakes Dredge & Dock Corporation (“ Legacy GLDD ”) merged with and into New GLDD with New GLDD as the survivor of such merger  (the “ Merger ”) and (ii) New GLDD changed its legal name to “Great Lakes Dredge & Dock Corporation;”

WHEREAS, upon giving effect to the Merger, New GLDD succeeded to the rights, duties and obligations of Legacy GLDD under (i) that certain Credit Agreement dated as of December 22, 2003 (as amended by Amendment No. 1 to Credit Agreement dated as of September 30, 2004, Amendment No. 2 to Credit Agreement dated as of June 13, 2005, Amendment No. 3 to Credit Agreement dated as of November 13, 2005, Amendment No. 4 to Credit Agreement dated as of March 22, 2006 and Consent, Waiver and Amendment No. 5 to Credit Agreement dated as of August 28, 20006 and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Credit Agreement ”) by and among New GLDD as successor to Legacy GLDD, the Affiliates of New GLDD party thereto, the Lenders from time to time party thereto and the Administrative Agent and (ii) each of the other Loan Documents to which Legacy GLDD was a party; and

WHEREAS, New GLDD, as successor to Legacy GLDD, wishes to hereby expressly reaffirm its duties and obligations under the Credit Agreement and the other Loan Documents to which Legacy GLDD was a party;

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:

Defined Terms .  Terms capitalized herein and not otherwise defined herein are used with the meanings ascribed to such terms in the Credit Agreement.

Reaffirmation of Obligations .  New GLDD hereby (a) expressly reaffirms all of the duties and obligations of Legacy GLDD under the Credit Agreement, each Note, the Letters of Credit, the Collateral Documents and the other Loan Documents to which Legacy GLDD was a party,

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and (b) expressly reconfirms the Administrative Agent’s continuing Lien in the Collateral granted pursuant to the Collateral Documents.  New GLDD hereby reaffirms that, upon the effectiveness of the Merger, it is and shall hereafter be, entitled to and liable for each and every right, obligation, duty, representation and covenant of Legacy GLDD to the same extent as if New GLDD had been the original party to the Loan Documents.

Representations and Warranties .  New GLDD hereby represents and warrants to the Administrative Agent, in each case after giving effect to the Merger and this Agreement, as follows:

New GLDD has the right, power and capacity and has been duly authorized and empowered by all requisite limited liability company and member action to enter into, execute, deliver and perform this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

This Agreement constitutes New GLDD’s legal, valid and binding obligation, enforceable against it, except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law or otherwise).

New GLDD’s execution, delivery and performance of this Agreement does not and will not violate its certificate of formation, limited liability company agreement or other organizational documents, any law, rule, regulation, order, writ, judgment, decree or award applicable to it or any contractual provision to which it is a party or to which it or any of its property is subject.

No authorization or approval or other action by, and no notice to or filing or registration with, any governmental authority or regulatory body (other than those which have been obtained and are in force and effect) is required in connection with the execution, delivery and performance by New GLDD of this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

No Event of Default or Default exists under the Credit Agreement or would exist after giving effect to this Agreement.

Miscellaneous .  The parties hereto hereby further agree as follows:

Payment of Costs .  New GLDD hereby agrees to pay all reasonable out-of-pocket costs and expenses (evidenced by invoices in reasonable detail) incurred by the Lender (including the reasonable fees and expenses of its counsel) in connection with the preparation, execution and delivery of this Agreement.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same document with the same force

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and effect as if the signatures of all of the parties were on a single counterpart, and it shall not be necessary in making proof of this Agreement to produce more than one (1) such counterpart.

Headings .  Headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

Integration .  This Agreement, the other agreements and documents executed and delivered pursuant to this Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof.

Governing Law .  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

Binding Effect .  This Agreement shall be binding upon and inure to the benefit of and be enforceable by New GLDD and the Administrative Agent and their  respective successors and assigns.  Except as expressly set forth to the contrary herein, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than New GLDD, the Lenders and the Administrative Agent and their respective successors and permitted assigns.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

	GREAT LAKES DREDGE & DOCK CORPORATION (f/k/a Great Lakes Dredge & Dock Holdings Corp.)
	By:	/s/ Deborah A. Wensel
	Name:	Deborah A. Wensel
	Title:	Senior Vice President, Chief Financial
		Officer and Treasurer
	BANK OF AMERICA, N.A., as Administrative Agent
	By:		/s/ Charlene Wright-Jones
	Name:		Charlene Wright-Jones
	Title:		Assistant Vice President

 

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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, as follows:

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(a)           The Corporation has the right, power and capacity and has been duly authorized and empowered by all requisite action to enter into, execute, deliver and perform this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

(b)           This Agreement constitutes the Corporation’s legal, valid and binding obligation, enforceable against it, except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law or otherwise).

(c)           The Corporation’s execution, delivery and performance of this Agreement does not and will not violate its certificate of incorporation or bylaws, any law, rule, regulation, order, writ, judgment, decree or award applicable to it or any contractual provision to which it is a party or to which it or any of its property is subject.

(d)           No authorization or approval or other action by, and no notice to or filing or registration with, any governmental authority or regulatory body (other than those which have been obtained and are in force and effect) is required in connection with the execution, delivery and performance by the Corporation of this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

(e)           No Event of Default or Default exists under the Credit Agreement or would exist after giving effect to this Agreement.

4.             Consent .  The Lender hereby consents to the consummation of the Merger.

5.             Miscellaneous .  The parties hereto hereby further agree as follows:

(a)           Counterparts .  This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same document with the same force and effect as if the signatures of all of the parties were on a single counterpart, and it shall not be necessary in making proof of this Agreement to produce more than one (1) such counterpart.

(b)           Headings .  Headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

(c)           Integration .  This Agreement, the other agreements and documents executed and delivered pursuant to this Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof.

(d)           Governing Law .  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS AND

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DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

(e)           Binding Effect .  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Corporation and the Lender and their  respective successors and assigns.  Except as expressly set forth to the contrary herein, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Corporation, the Borrower and the Lender and their respective successors and permitted assigns.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

	GREAT LAKES DREDGE & DOCK
	CORPORATION
	By:	/s/ Deborah A. Wensel
	Name:	Deborah A. Wensel
	Title:	Senior Vice President, Chief Financial
		Officer and Treasurer
	GENERAL ELECTRIC CAPITAL
	CORPORATION
	By:	/s/ Susan Timmerman
	Name:	Susan Timmerman
	Title:	Duly Authorized Signatory

 

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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:

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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 corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) has the power to own its Properties and to carry on its business as now conducted; (iii) is duly qualified to do business and is in good standing in all jurisdictions in which the failure to so qualify or be in good standing could reasonably be expected to have a Material Adverse Effect, (iv) has the power and authority to make, execute, deliver and carry out this Agreement and the Assumed Borrower Agreements to which it is a party (by assumption or otherwise);  and (v) has complied in all material respects with all provisions of all applicable laws and regulations, including those relating to Successor Borrower’s ownership of real or personal property, the conduct and licensing of Successor Borrower’s business, the payment and withholding of taxes, ERISA and other employee matters, safety and environmental matters.

(b)           Authorization; No Contravention .  The execution, delivery and performance by Successor Borrower of this Agreement and performance by Successor Borrower of its obligations under the Assumed Borrower Agreements to which it is a party (whether by assumption or otherwise) have been duly authorized by all necessary proceedings on its part and do not and will not (i) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation or imposition of any Lien on any of the Property of the Borrower or any Subsidiary (other than Liens created under the International Loan Documents and, in connection with the execution, delivery and performance of any Export Order, Permitted Liens) pursuant to (a) the Organization

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Documents of the Successor Borrower; (b) any Governmental Requirement; or (c) the terms, conditions or provisions of any material contract to which the Successor Borrower is a party or by which it is bound or to which it is subject.

(c)           No Consent .  No authorization or approval or other action by, and no notice to or filing with, any Person or any Governmental Authority is required for the due execution, delivery, and performance of this Agreement or any of the Assumed Borrower Agreements except (i) filings and recordings to perfect the Liens created under the International Loan Documents and (ii) those which, if not obtained, could not reasonably be expected to have a Material Adverse Effect.

(d)           No Default .  No Default or Event of Default has occurred and is continuing.

(e)           Binding Effect . This Agreement, the Credit Agreement and each other Assumed Borrower Agreements to which Successor Borrower is a party (whether by assumption or otherwise) constitute the validly and legally binding obligations of Successor Borrower, enforceable against Successor Borrower in accordance with their respective terms, except as limited by Debtor Laws.  The Liens created by the International Security Documents constitute valid and perfected Liens on the Collateral described therein superior in right to all other Liens, except for Permitted Liens.

(f)            Representations and Warranties .  The representations and warranties set forth in the Credit Agreement and the other Assumed Borrower Agreements are true and correct in all material respects on and as of the date hereof, both before and after giving effect to the Borrower Merger, as if such representations and warranties were being made on and as of the date hereof, except for any representation or warranty which is specified as being made as of an earlier date, in which case such representation or warranty shall only speak to such earlier date.

(g)           Perfection of Liens .  All filings, registrations and recordings necessary or appropriate to create, preserve, protect and perfect the security interests granted by the Original Borrower to the Bank and hereby assumed by Successor Borrower in respect of the Collateral owned by Successor Borrower have been accomplished and the Liens and security interests granted to the Bank pursuant to the International Security Documents in and to such Collateral constitute a perfected security interest therein superior and prior to the rights of all other Persons therein and subject to no other Liens (other than Liens permitted by the Credit Agreement), and will be entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests.

(h)           Chief Executive Office; Records .  The chief place of business and chief executive office of Successor Borrower and the office where Successor Borrower keeps the originals of all records concerning Successor Borrower’s Export-Related Accounts Receivable and all originals of all chattel paper which evidence the Export-Related Accounts Receivable are and will remain located at the chief executive offices listed on Schedule 4 to the International Security Agreement.  The organizational number of Successor Borrower is as set forth on Schedule A attached hereto.

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5.             Further Assurances.   Successor Borrower agrees to execute and deliver to Bank any and all documents requested by Bank and reasonably necessary to continue, without interruption, the Liens and security interests described in the International Security Documents hereby assumed and ratified by Successor Borrower, including, without limitation, UCC financing statements and amendments to reflect the Borrower Merger.

6.             APPLICABLE LAW .  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

[ Remainder of Page Intentionally Left Blank; Signature Page Follows ]

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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered by its proper and duly authorized officer effective as of the date first written above.

	GREAT LAKES DREDGE & DOCK
	CORPORATION (formerly named Great Lakes
	Dredge & Dock Holdings Corp.)
	By:	/s/ Ellen Parker Burke
	Name: Ellen Parker Burke
	Title: Corporate Secretary

 

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SCHEDULE A
TO
REAFFIRMATION, RATIFICATION AND ASSUMPTION AGREEMENT

2122 York Road

Oak Brook, Illinois 60523

Organizational Number:

Exhibit 10.4

AMENDED AND RESTATED

MANAGEMENT EQUITY AGREEMENT

AMONG

ALDABRA ACQUISITIONS CORP.

AND

EACH OF THE PERSONS
LISTED ON THE
SCHEDULE OF EXECUTIVES HERETO

 

Dated as of December 26, 2006

 

THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER STATE SECURITIES LAWS.  THE SECURITIES ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS.  THE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

AMENDED AND RESTATED
MANAGEMENT EQUITY AGREEMENT

THIS AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENT (this “ Agreement ”) is made as of December 26, 2006, among Aldabra Acquisition Corporation, a Delaware corporation (the “ Company ”), GLDD Acquisitions Corp., a Delaware corporation (“ GLDD ”), Great Lakes Dredge & Dock Holdings Corp. and each of the persons identified on the Schedule of Executives attached hereto (each, an “ Executive ”).

The Company, GLDD, Aldabra Merger Sub, L.L.C., a Delaware limited liability company (“ Merger Sub ”), the Company Representative (as named therein) and the Buyer Representative (as named therein) are parties to that certain Agreement and Plan of Merger, dated as of June 20, 2006 (as amended, modified, supplemented or waived from time to time, the “ Merger Agreement ”) pursuant to which GLDD is merging with and into Merger Sub (the “ Merger ”) and, as a result thereof, each share of capital stock of GLDD owned by an Executive is being converted into shares of Buyer Common Stock in accordance with the Merger Agreement.

Promptly after the Merger, it is contemplated that the Company will merge with and into GLH Merger Sub, L.L.C., with the effect that each share of common stock of Buyer is converted into one share of Holdco Common Stock.

The Company, Holdco and each of the Executives is entering into this Agreement to memorialize the terms upon which the shares of common stock of Buyer and Holdco are to be owned by the Executives and to outline the continuing vesting terms to which each such Executive is subject with respect to the shares of common stock of Buyer and Holdco that are owned by each Executive.  Capitalized terms not otherwise defined herein have the meanings set forth in Section 8 of this Agreement.

The parties hereto agree as follows:

1.     Section 83(b) Election .  Within 30 days after the Merger and Holdco Merger, each Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Code with respect to the shares of common stock of Buyer and Holdco issued to such Executive in the Merger and the Holdco Merger, respectively.

2.     Representations and Warranties; Acknowledgments .

(a)   In connection with the acquisition of Executive Stock, each Executive represents and warrants as follows:

(i)            if the shares of Executive Stock are being acquired by an Executive, such Executive (other than Richard Lowry) was born in the United States of America and has at all times during such Executive’s life, been a citizen of the United States of America or is a naturalized citizen of the United States;

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(ii)           if the shares of Executive Stock are held in the name of a trust, the trustee and each beneficiary of such trust was born in the United States of America and has at all times during such Executive’s life, been a citizen of the United States of America;

(iii)          such Executive has reviewed, or has had an opportunity to review, the following documents:  (A) the Company’s Certificate of Incorporation and By-laws, and any amendment or restatement thereto; (B) the Company’s public securities law filings, (C) the Proxy Statement and Prospectus sent by the Buyer to its shareholders on December 14, 2006, and (D) the Merger Agreement; and

(iv)          this Agreement constitutes the legal, valid and binding obligation of such Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Executive is a party or any judgment, order or decree to which such Executive is subject.

(b)   As an inducement to the Company to issue Executive Stock hereunder to each Executive, and as a condition thereto, each such Executive acknowledges and agrees that:

(i)            neither the issuance of the Executive Stock hereunder to such Executive nor any provision contained herein shall entitle such Executive to remain in the employment of the Company or its Subsidiaries or affect the right of the Company to terminate such Executive’s employment at any time; and

(ii)           the Company shall have no duty or obligation to disclose to such Executive, and such Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Unvested Shares upon the termination of such Executive’s employment with the Company and its Subsidiaries, the transfer of Executive Stock pursuant to this Agreement, or as otherwise provided hereunder.

3.     Vesting of Executive Stock .

(a)   Except as otherwise provided in this Section 3 , 60% of each Executive’s Executive Stock shall not be subject to vesting (the “ Vested Shares ”) and 40% of each Executive’s Executive Stock (the “ Vesting Shares ”) shall become vested in accordance with the following schedule, if as of each such date such Executive is and has continued to be employed by the Company or any of its Subsidiaries:

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(b)   Vesting Shares which have become vested are thereafter referred to herein as “ Vested Shares ,” and all other Vesting Shares are referred to herein as “ Unvested Shares .”  If any Executive ceases to be employed by the Company or its Subsidiaries on any date other than any Vesting Date set forth above prior to December 22, 2008, the cumulative percentage of such Executive’s Vesting Shares to become vested shall be determined on a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date (or, in the event of a termination before December 22, 2007, since December 22, 2006).  In no event shall any Vesting Shares vest after the date that an Executive ceases to be employed by the Company or any of its Subsidiaries.

(c)   Upon the occurrence of a Sale of the Company, all Vesting Shares which have not yet become vested shall become vested at the time of such event; provided that in the event of a Sale of the Company, as a condition to each Executive’s Unvested Shares becoming vested upon such event, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the Company so long as such Executive’s compensation package and job description immediately following such Sale of the Company is reasonably similar with respect to remuneration, scope of duties, responsibility and job location to such Executive’s compensation package and job description immediately prior to such event.

4.     Repurchase Option .

(a)   In the event any Executive ceases to be employed by the Company or its Subsidiaries for any reason (such Executive’s “ Termination ”), all of such Executive’s Unvested Shares (whether held by such Executive or one or more of such Executive’s transferees) shall be subject to repurchase by the Company pursuant to the terms and conditions set forth in this Section 4 (the “ Repurchase Option ”).

(b)   In the case of any Termination without Cause, or by reason of Executive’s death, disability (as determined by the Board) or normal retirement at age 65 or more under the Company’s normal retirement policies, the purchase price for each Unvested Share shall be the lower of such Executive’s Original Cost for such share and the Fair Market Value of such share.  In the event of an Executive’s termination for any other reason (including, without limitation, voluntary termination by Executive or termination by the Company for Cause), the purchase price for each Unvested Share shall be the lower of (i) the Fair Market Value of such share and (ii) the Original Cost for such share.  In no event shall the Company have the right to repurchase any Vested Share.

(c)   The Company may elect to purchase all or any portion of an Executive’s Unvested Shares by delivering written notice (the “ Repurchase Notice ”) to the holder or holders

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of such Executive’s Unvested Shares within 180 days after such Executive’s effective date of Termination (the “ Termination Date ”).  The Repurchase Notice shall set forth the number of Unvested Shares to be acquired from each holder of such Executive’s Unvested Shares, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction.  The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by such Executive at the time of delivery of the Repurchase Notice.  If the number of Unvested Shares then held by such Executive is less than the total number of Unvested Shares the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of such Executive’s Unvested Shares under this Agreement, pro rata according to the number of shares of such Executive’s Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole shares).  The number of Unvested Shares to be repurchased hereunder shall be allocated among such Executive and the other holders of such Executive’s Unvested Shares (if any) as the Company may elect.

(d)   The closing of the purchase and sale of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice (as the case may be), which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered.  The Company shall pay for the Unvested Shares to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares.  In addition, the Company may pay the purchase price for such shares by offsetting any bona fide debts owed by such Executive to the Company or guaranteed by the Company on behalf of such Executive and any payments received by such Executive hereunder shall be applied first to repayment of any obligations of such Executive (or his or her affiliates or family members) to the Company or for which the Company may be responsible.  The purchasers of Unvested Shares hereunder shall be entitled to receive customary representations and warranties from the sellers regarding such sale of shares (including representations and warranties regarding good title to such shares free and clear of any liens or encumbrances) and to require all sellers’ signatures be guaranteed by a national bank or reputable securities broker.

(e)   Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company’s and its Subsidiaries’ debt and equity financing agreements.  If any such restrictions prohibit the repurchase of Unvested Shares hereunder which the Company is otherwise entitled or required to make, the time periods provided in this Section 4 shall be suspended, and the Company may make such repurchases as soon as it is permitted to do so.

(f)    If the Company exercises purchase or repurchase rights under this Section 4 with respect to any or all of the Unvested Shares of any Executive whose employment with the Company was terminated by the Company without Cause (the “ Called Shares ”), and if within six months after the closing pursuant to such exercise of such purchase or repurchase rights by the Company or its designee:

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(i)            the Company is merged into, consolidated with or otherwise combined with or acquired by another Person, or there is a liquidation of the Company, or there is a Public Offering (a “ Subsequent Offering ”) of Common Stock pursuant to an effective registration statement under the Securities Act in which other Executives participate as selling Executives (other than (1) a registration statement on Form S-8 or any successor forms or any other registration statement relating to a special offering to the Company’s employees or (2) a registration statement relating to a Unit Offering); and

(ii)           the per share consideration received by the Executives of the Company in such transaction, or the per share net proceeds received for the Company’s Common Stock in the Subsequent Offering, as the case may be (in each case after being adjusted downward to reflect what the per share consideration or per share net offering proceeds, as the case may be, would have been had the Common Stock of such terminated Executive purchased by the Company or its designee pursuant to the Repurchase Option been outstanding on the date of the closing of such transaction or Subsequent Offering), exceeds the Fair Market Value used in calculating the purchase price pursuant to Section 4(b) hereof,

then such Executive shall be entitled to receive from the Company an amount per Called Share equal to such excess multiplied by the applicable FMV Price Percentage within 30 days after the closing of any such transaction or Subsequent Offering. “ FMV Price Percentage ” means 20% multiplied by the number of full years elapsed between the Effective Time of the Merger and the Termination Date for such Executive.

(g)   Any rights or obligations of the Company pursuant to this Section 4 may be exercised by the Company or any of its Subsidiaries.

5.     Restrictions on Transfer .

(a)   Transfer of Executive Stock .  Without limiting any restrictions on Transfer to which such Executive may be subject pursuant to any other agreement to which such Executive is party or pursuant to applicable law or any Company policy, no Executive shall, without the prior written consent of the Company, sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a “ Transfer ”) any interest in any shares of Unvested Shares, except pursuant to the provisions of Section 4 hereof, this Section 5 or in connection with a Sale of the Company.  No Executive shall Transfer any Vested Shares in violation of applicable law, any Company policy or any other agreement to which such Executive is party.

(b)   Certain Permitted Transfers .  The restrictions contained in this Section 5 shall not apply with respect to transfers of shares of Executive Stock (i) pursuant to applicable laws of descent and distribution or (ii) among an Executive’s family group; provided that such restrictions shall continue to be applicable to shares of such Executive Stock after any such transfer and the transferees of such Executive Stock shall have agreed in writing to be bound by the provisions of this Agreement.  An Executive’s “ family group ” means such Executive’s spouse and descendants (whether natural or adopted) and any trust solely for the benefit of such Executive and/or such Executive’s spouse and/or descendants.

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(c)   No Termination of Restrictions .  The restrictions on Transfer of shares of Executive Stock set forth in this Section 5 shall continue with respect to each share of Executive Stock following any Transfer thereof.

6.     Additional Restrictions on Transfer .

(a)   The certificates representing Executive Stock shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A MANAGEMENT EQUITY AGREEMENT BETWEEN THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF DECEMBER 26, 2006, AS AMENDED AND MODIFIED FROM TIME TO TIME.  A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

(b)   The certificates representing Unvested Shares to be purchased by any Executive shall bear the following additional legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT FOR A PERIOD OF TIME TO A PURCHASE OPTION OF THE COMPANY APPLICABLE TO “UNVESTED SHARES” AS DESCRIBED IN THE MANAGEMENT EQUITY AGREEMENT BETWEEN THE COMPANY AND CERTAIN OF ITS EMPLOYEES DATED AS OF DECEMBER 26, 2006, AS AMENDED AND MODIFIED FROM TIME TO TIME.  A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

(c)   No holder of Executive Stock may Transfer any Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such transfer.

7.     Covenant Not To Compete .

(a)   In consideration of the opportunity to participate in the equity offering of GLDD Acquisitions Corp. in December 2003 and the receipt of the Executive Stock in the Merger, each Executive covenants and agrees that, for one (1) year after termination of such Executive’s employment with the Company or any of its Subsidiaries, neither Executive nor any

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of his or her Affiliates shall engage, directly or indirectly, in lines of business similar to the business of the Company or any of its Subsidiaries anywhere in the world. Each Executive and the Company agrees that the foregoing covenant is intended to prohibit each Executive from engaging in such activities, as the case may be, as owner, creditor (except as a trade creditor in the ordinary course of business), partner, Executive, lender, consultant, officer, director, manager, employee, contractor or agent for any person, firm or corporation (except (i) with respect to the Company or (ii) as a holder of equity or debt securities in a corporation which has a class of securities that is publicly traded on a stock exchange or the recognized over-the-counter market, and then only to the extent of owning not more than two percent (2%) of the issued and outstanding debt or equity securities of such corporation).

(b)   Each Executive acknowledges and agrees that the remedy at law for any breach, or threatened breach, of any of the provisions of this Section 7 will be inadequate and, accordingly, each Executive covenants and agrees that the Company shall, in addition to any other rights and remedies which the Company may have, be entitled to equitable relief, including injunctive relief, and to the remedy of specific performance with respect to any breach or threatened breach of such covenant, as may be available from any court of competent jurisdiction. Such right to obtain equitable relief may be exercised, at the option of the Company, concurrently with, prior to, after, or in lieu of, the exercise of any other rights or remedies which the Company may have as a result of any such breach or threatened breach. In the event that the provisions of this Section 7 shall be determined by a court of competent jurisdiction to be unenforceable under applicable law as to that jurisdiction (the parties agreeing that such decision shall not be binding, res judicata or collateral estoppel in any other jurisdiction) for any reason whatsoever, then any such provision or provisions shall not be deemed void, but the parties hereto agree that said limits may be modified by the court and that said covenant contained in this Section 7 shall be amended in accordance with said modifications, it being specifically agreed by each Executive and the Company that it is their continuing desire that this covenant be enforced to the full extent of its terms and conditions or if a court finds the scope of the covenant unenforceable, the court should redefine the covenant so as to comply with applicable law.

8.     Definitions .

(a)   “ 1933 Act ” means the Securities Act of 1933, as amended from time to time.

(b)   “ Additional Per Share Merger Consideration ” shall have the meaning given to such term in the Merger Agreement.

(c)   “ Affiliate ” has the meaning set forth in Rule 12b-2 of the Rules promulgated under the Exchange Act.

(d)   “ Board ” shall mean the Board of Directors of the Company.

(e)   “ Cause ” shall mean the Executive’s (i) act or acts of dishonesty, moral turpitude or criminality, (ii) continued failure to perform such Executive’s duties as an employee, as reasonably determined by the Board of Directors of the Company acting in good faith, after reasonable notice of such failure is given to such employee by the Board of Directors of the Company, for a period of 30 days after such notice and opportunity to cure such failure, or

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(iii) willful or deliberate violations of such Executive’s obligations to the Company that result in injury to the Company.

(f)    “ Code ” shall mean the Internal Revenue Code of 1986 and the regulations promulgated thereunder, as it may be amended from time to time.

(g)   “ Common Stock ” means (i) from and after the Effective Time until the Holdco Merger Effective Time, Company Common Stock and (ii) from and after the Holdco Merger Effective Time, Holdco Common Stock.

(h)   “ Company Common Stock ” means Common Stock, par value $0.0001 per share, of the Company.

(i)    “ Effective Time ” has the meaning set forth in the Merger Agreement.

(j)    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(k)   “ Executive ” shall have the meaning given to such term in the preamble hereto and, to the extent that determined in accordance with such preamble, an “Executive” is a trust, limited partnership or limited liability company, “Executive” shall include the individual employee on behalf of whom or at the direction of whom such trust, limited partnership or limited liability company received or receives Common Stock.

(l)    “ Executive Stock ” shall mean all shares of Common Stock issued pursuant to the Merger Agreement or acquired hereafter by any Executive.  Executive Stock shall continue to be Executive Stock in the hands of any holder other than an Executive (except for the Company and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Stock shall succeed to all rights and be subject to all and obligations attributable to an Executive as a holder of Executive Stock hereunder.  Executive Stock shall also include shares of the Company’s capital stock and other securities issued with respect to Executive Stock by way of a stock split or stock dividend or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

(m)  “ Fair Market Value ” of each share of Executive Stock means the average of the closing prices of the sales of the Common Stock on all securities exchanges on which the Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the Fair Market Value is being determined and the 20 consecutive business days prior to such day.  If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the Fair Market Value shall be the fair value of the Common Stock as of the date of Termination determined in good faith by the Board (without

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taking into account the effect of any contemporaneous repurchase of Unvested Shares under Section 4 hereof).

(n)   “ GLDD Common Stock ” means common stock, par value $0.01 per share, of GLDD issued and outstanding immediately prior to the Merger.

(o)   “ Holdco Common Stock ” means common stock, par value $0.0001 per share, of Holdco.

(p)   “ Holdco Merger Effective Time ” means the time that the Holdco Merger becomes effective under the laws of the State of Delaware.

(q)   “ Independent Third Party ” means any person who, immediately prior to the contemplated transaction, does not own in excess of 5% of the Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Common Stock and who is not the spouse or descendent (by birth or adoption) of any such 5% owner of the Common Stock.

(r)    “ Original Cost ” of each share of Common Stock acquired hereunder shall equal the quotient determined by dividing $10 by the number of shares of Company Common Stock issuable in respect of a share of GLDD Common Stock in the Merger (as thereafter proportionately adjusted for all subsequent stock splits, stock dividends, mergers and other recapitalizations affecting the Common Stock).

(s)   “ Person ” mean any individual, corporation, limited liability company, partnership, firm, association, joint venture, joint stock company, trust or other entity, or any government or regulatory administrative or political subdivision or agency, department or instrumentality thereof.

(t)    “ Permitted Transferee ” means any holder of Executive Stock who acquired such stock pursuant to a transfer permitted by Section 5(b) .

(u)   “ Prior Agreement ” means that certain Management Equity Agreement, dated as of December 22, 2003, by and among GLDD Acquisitions Corp. and the Executives.

(v)   “ Public Offering ” means the sale, in an underwritten public offering registered under the 1933 Act, of shares of the Company’s Common Stock.

(w)  “ Public Sale ” means any sale pursuant to a registered public offering under the 1933 Act or any sale to the public pursuant to Rule 144 (or similar rule then in effect) promulgated under the 1933 Act effected through a broker, dealer or market maker.

(x)    “ Sale of the Company ” means, after the Effective Time, the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock (or rights to acquire capital stock) of the Company possessing the voting power (or the right to acquire capital stock of the Company possessing the voting power) to elect a majority of the Company’s board of directors (whether by merger, consolidation or sale or transfer of the Company’s capital stock) or (ii) all or

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substantially all of the Company’s assets determined on a consolidated basis; provided that in no event shall the Merger, the Holdco Merger or any of the other Post-Closing Mergers (as defined in the Merger Agreement) be deemed a Sale of the Company.

(y)   “ Securities Act ” means the Securities Act of 1933, as amended.

(z)    “ Subsidiary ” means any corporation of which the Company owns securities having a majority of the ordinary voting power in electing the board of directors directly or through one or more subsidiaries.

(aa) “ Unit Offering ” means an underwritten public offering of a combination of debt securities and Common Stock (or warrants or exchange rights to purchase Common Stock) of the Company in which not more than 15% of the gross proceeds received for the sale of such securities is attributed to Common Stock.

9.     Notices .  Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by reputable overnight courier service (charges prepaid) or sent by facsimile (hard copy to follow) to the recipient at the address or facsimile number indicated below:

To the Company :

Great Lakes Dredge & Dock Holdings Corp.
2122 York Road
Oak Brook, IL 60523
Fax:  (630) 574-2909
Attention:  Chief Executive Officer

with copies to :

Madison Dearborn Partners, LLC
Three First National Plaza
70 W. Madison, Suite 3800
Chicago, IL 60602
Fax:  (312) 895-1100
Attention:  Thomas S. Souleles

Douglas Grissom

Kirkland & Ellis LLP
200 E. Randolph Dr.
Chicago, IL 60601
Fax:  (312) 861-2200
Attention:  Richard J. Campbell

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To Executive :

At the address listed below Executive’s name on the Schedule of Executives attached hereto

or such other address or facsimile number or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.  Any notice under this Agreement shall be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the U.S. mail.

10.   General Provisions .

(a)   Transfers in Violation of Agreement .  Any Transfer or attempted Transfer of any Executive Stock in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Stock as the owner of such stock for any purpose.  No action, consent, amendment or approval of the Company shall be deemed effective hereunder, and no officer of the Company shall be entitled to act on behalf of the Company with respect to the Company, unless approved by the Board by written consent or at a meeting duly convened.

(b)   Severability .  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(c)   Complete Agreement .  This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(d)   Counterparts .  This Agreement may be executed in separate counterparts (including by facsimile or electronic transmission), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(e)   Successors and Assigns .  Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by each Executive, the Company, and their respective successors and assigns (including subsequent holders of Executive Stock); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Executive Stock hereunder.

(f)    Choice of Law .  The corporate law of the State of Delaware shall govern all questions concerning the relative rights of the Company and its Executives.  All other questions concerning the construction, validity, enforcement and interpretation of this Agreement and the

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exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Illinois.

(g)   Remedies .  Each of the parties to this Agreement (including MDCP) shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(h)   Amendment and Waiver .  The provisions of this Agreement may be amended and waived with respect to any Executive only with the prior written consent of the Company and either (i) such Executive or (ii) the holders of a majority of the shares of Common Stock held by all Executives.

(i)    Business Days .  If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

(j)    Rights of the Company .  Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate an Executive’s employment at any time (with or without cause), nor confer upon any Executive any right to continue in the employ of the Company for any period of time or to continue his or her present (or any other) rate of compensation.

(k)   Termination .  Unless otherwise specified herein, the rights and obligations of the parties hereunder shall terminate automatically and without further action on the part of any party hereto upon consummation of a Sale of the Company; provided that no such termination shall impair the rights of any party hereto with respect to any breach of this Agreement arising prior to such termination.

(l)    Prior Agreement .  Notwithstanding anything herein to the contrary, this Agreement shall amend and replace the Prior Agreement immediately upon, but only upon, the Effective Time; provided that (i) unless and until the Effective Time occurs, the Prior Agreement shall remain in full force and effect and (ii) no amendment and restatement of the Prior Agreement shall relieve any party of liability for breach arising prior to such amendment and restatement.  Each party (including the Company) acknowledges and agrees that promptly after the Closing contemplated by the Merger, it is contemplated that the Holdco Merger will occur and that effective as of immediately prior to the consummation of the Holdco Merger, without further action on the part of any party hereto, the Company does hereby assign to Holdco, and Holdco does assume, all rights and obligations of the Company hereunder and from and after the effectiveness of such assignment Holdco shall be “the Company” for all purposes of this

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Agreement and all rights and obligations of the parties hereto shall automatically survive the Merger, the Holdco Merger and the Post-Closing Mergers.

(m)  Stock Certificates .  By an Executive’s execution hereof, Executive agrees that the Company may retain for Executive’s benefit, any certificate representing (i) Unvested Shares and (ii) any Executive Stock which may not then be Transferred by Executive as a result of any lock-up or contractual restriction to which such Executive is party or any law or Company policy to which such shares are subject.

(n)   Third-Party Beneficiary .  Each Executive acknowledges and agrees that the representations and warranties of such Executive in Section 2 of this Agreement are being relied upon by Winston & Strawn LLP in connection with an opinion being delivered by Winston & Strawn LLP to GLDD in connection with the Merger and such Executive agrees that Winston & Strawn LLP may rely on such representations and warranties of such Executive in delivering such opinion.

11.   Code Section 280G .  Notwithstanding any provision of this Agreement to the contrary, if all or any portion of the payments or benefits received or realized by any Executive pursuant to this Agreement either alone or together with other payments or benefits which such Executive receives or realizes or is then entitled to receive or realize from the Company or any of its affiliates would constitute an “excess parachute payment” within the meaning of Section 280G of the Code and/or any corresponding and applicable state law provision, such payments or benefits provided to such Executive shall be reduced by reducing the amount of payments or benefits payable to such Executive to the extent necessary so that no portion of such payments or benefits shall be subject to the excise tax imposed by Section 4999 of the Code and any corresponding and/or applicable state law provision; provided that such reduction shall only be made if, by reason of such reduction, such Executive’s net after tax benefit shall exceed the net after tax benefit if such reduction were not made.  For purposes of this paragraph, “net after tax benefit” shall mean the sum of (i) the total amount received or realized by such Executive pursuant to this Agreement that would constitute a “parachute payment” within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, plus (ii) all other payments or benefits which such Executive receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates that would constitute a “parachute payment” within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (iii) the amount of federal or state income taxes payable with respect to the payments or benefits described in (i) and (ii) above calculated at the maximum marginal individual income tax rate for each year in which payments or benefits shall be realized by such Executive (based upon the rate in effect for such year as set forth in the Code at the time of the first receipt or realization of the foregoing), less (iv) the amount of excise taxes imposed with respect to the payments or benefits described in (i) and (ii) above by Section 4999 of the Code and any corresponding and applicable state law provision.

*  *  *  *  *

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IN WITNESS WHEREOF, this Management Equity Agreement has been executed as of the date first written above,

 

	Aldabra Acquisition Corporation
	By:	/s/ Jason Weiss
	Its:	CEO
	GLDD Acquisitions Corp.
	By:	/s/ Deborah A. Wensel
	Its:	Chief Financial Officer
	Great Lakes Dredge & Dock Holdings Corp.
	By:	/s/ Jason Weiss
	Its:	CEO

 

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	MADISON DEARBORN CAPITAL PARTNERS
	IV, L.P.
	By:	Madison Dearborn Partners IV, L.P.
	Its:	General Partner
	By:	Madison Dearborn Partners, L.L.C.
	Its:	General Partner
	By:	/s/ Thomas S. Souleles
		Name:	Thomas S. Souleles
		Title:	Member

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	SPECIAL CO-INVEST I
	By:	/s/ William S. Kirsch
	Its:

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	RANDOLPH STREET PARTNERS VI
	By:	/s/ Jack S. Levin
	Its:	Managing Partner

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Katie M. Hayes
		Katie M. Hayes

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Ellen Parker Burke
		Ellen Parker Burke

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Bradley T.J. Hansen
		Bradley T.J. Hansen

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Steven W. Becker
		Steven W. Becker

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Robert F. Mackay
		Robert F. Mackay

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Patrick C. Hughes
		Patrick C. Hughes

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Arthur S. Fletcher
		Arthur S. Fletcher

 

[Signature Page to Management Equity Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ John R. Maszczyk
		John R. Maszczyk

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Donald J. Luce
		Donald J. Luce

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Steven F. O’Hara
		Steven F. O’Hara

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ John T. O’Brien
		John T. O’Brien

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Michael R. Sayer
		Michael R. Sayer

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Douglas B. Mackie
		Douglas B. Mackie

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Seann M. Perez
		Seann M. Perez

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

			Deborah A. Wensel Living Trust,
			dated December 7, 2004
			By:	/s/ Deborah A. Wensel
			Its:	Trustee
The undersigned is executing the attached
with the acknowledgement that Section 7
of this Agreement is binding on her as
though she were an Executive party hereto.
By:	/s/ Deborah A. Wensel
	Deborah A. Wensel

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

 

	By:	/s/ Mark R. Thomas
		Mark R. Thomas

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

 

	By:	/s/ T. Christopher Roberts
		T. Christopher Roberts

 

[Signature Page to Management Equity Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ James C. Gillespie           12/15/06
		James C. Gillespie

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Sam R. Morrison
		Sam R. Morrison

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ William E. Hannum
		William E. Hannum

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	Philip D. Mackie 1998 Trust
	By:	/s/ William L. Colnon
	Its:	Trustee

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	Christopher T. Mackie 1998 Trust
	By:	/s/ William L. Colnon
	Its:	Trustee

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	Kathleen J. Mackie 1998 Trust
	By:	/s/ William L. Colnon
	Its:	Trustee

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	Madeline C. Mackie 1998 Trust
	By:	/s/ William L. Colnon
	Its:	Trustee

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	Natalie A.Mackie 1998 Trust
	By:	/s/ William L. Colnon
	Its:	Trustee

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ John F. Karas
		John F. Karas

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ George T. Strawn
		George T. Strawn

 

[Signature Page to Management Equity Agreement]

 

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Robert C. Ramsdell
		Robert C. Ramsdell

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ William F. Pagendarm
		William F. Pagendarm

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ David C. Cizek
		David C. Cizek

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Richard M. Lowry
		Richard M. Lowry

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Kyle D. Johnson
		Kyle D. Johnson

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ William H. Hanson
		William H. Hanson

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Steven R. Auernhamer
		Steven R. Auernhamer

 

[Signature Page to Management Equity Agreement]

 

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Russell F. Zimmerman
		Russell F. Zimmerman

 

[Signature Page to Management Equity Agreement]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

 

	By:	/s/ Michael J. Lueders
		Michael J. Lueders

 

[Signature Page to Management Equity Agreement]