Exhibit
10.1


 


	
   

  MEMORANDUM OF AGREEMENT

   

  Dated: October 19, 2007

  	
   

   Norwegian Shipbrokers’
  Association’s Memo-
  Randum of Agreement for sale
  and purchase of ships.  Adopted
  by The Baltic and International
  Maritime Council (Bimco) 
  In 1956.

  Code-Name

  SALEFORM 1993

   Revised 1966,
  1983 And 1986/87.

   

  



 


 


 


DRAGAPORT LTDA.


Av. Pasteur, 110 / 8° andar-Botafogo-CEP


22290-240 Rio de Janeiro BRAZIL


hereinafter called the Sellers, have agreed to
sell, and


 


GREAT LAKES DREDGE & DOCK
COMPANY, LLC


2122 York Road


Oak Brook, IL, 60523 USA


hereinafter called the Buyers, have agreed to
buy


 


Name:
Macapà


Classification
Society/Class: Bureau Veritas +HULL +MACH /
Hopper dredger / Dredging within 15 miles

from shore or within 20 miles from port.


Built:
 1976                           By: IHC Smit


Flag:  Brazil                          Place of
Registration: Rio de Janeiro, BRAZIL


Call
Sign:  PS3320                               Grt/Nrt:
5519/3090


Register Number:  33A350


 


Name: Boa Vista I (“Boa Vista”)


Classification Society/Class: Bureau Veritas +HULL +MACH / Hopper dredger / Coastal Area /
Dredging

within 8 Miles from shore.


Built:  1977                          By: IHC Smit


Flag:
 Brazil                         Place
of Registration: Rio de Janeiro, BRAZIL


Grt/Nrt:  5519/3090


Register Number:  33R526


 


hereinafter called the Vessels, on the following terms and conditions:


 


 


Definitions


“Banking days” are days on which banks are open
both in the country of the currency


stipulated for the Purchase Price in Clause 1
and in the place of closing stipulated in Clause 8.


 


“In writing” or “written” means a letter handed
over from the Sellers to the Buyers or vice versa,


a registered letter, telex, telefax, e-mail or
other modern form of written communication.


 


“Classification Society” or “Class” means the
Society referred to in line 4.


 


“Vessels”
means: the Dredge MACAPÁ, and the Dredge BOA VISTA I


 


1

















 


1.            Purchase Price


 


U.S.$ 25,000,000 (twenty five million United States dollars )


 


2.            Deposit


 


As security for
the correct fulfilment of this Agreement the Buyers shall pay a deposit of USD
6,000,000.00 (six milllion US dollar) of the Purchase Price within 10 (ten)
banking days from the date this Agreement is signed by Sellers and Buyers on
faxed or scan-emailed form.  This deposit
shall be placed by Buyers in the Wells Fargo bank. The 10 days time to deposit
will start to run after documents that must be supplied by Sellers for opening
the escrow account are received by the Buyers above referred address. The
amount to be deposited, USD 6,000,000.00 shall be deposited by Buyers. Seller’s
obligation in respect of opening the escrow agreement is limited to supplying
the docummentation demanded by the bank and signing the escrow agreement.


and held by them in a joint account for the Sellers and the Buyers, to
be released in accordance with joint written instructions of the Sellers and
the Buyers.  Interest, if any, to be
credited to the Buyers.  Any fee charged
for holding the said deposit shall be borne equally by the Sellers and the Buyers.  The deposit shall be
applied to the Purchase Price at closing. If there is no closing, the deposit shall
be lifted by the Sellers in accordance with clause 13 in the case of a Buyers’
default or refunded to the Buyers in accordance with clauses 5(d) and 14 in the
case of a Sellers’ default.


 


Sellers shall authorize the bank to remit the deposited
amount on the escrow account to the Buyers bank at the closing as a part of the
purchase price. In case of one of the dredges being delivery before the other,
due to an accident, as set forth in clause 5, d-3 and d-4, the deposit  shall be used pro rata as per d-4.


 


Should Buyers fail to deposit USD
6,000,000.00 to establish an escrow account, Buyers shall pay Sellers a penalty
of US. $2,000,000 (two million United States dollars), unless due to Sellers’
delay In such a case this MOA will be considered as finalized and the deposit
will not be any longer due.


 


Following establishment of
the joint escrow account, Sellers shall pay/settle the mortgage of the vessels
before Banco Nacional de Desenvolvimento Econômico e Social  (BNDES) (Brazilian State Controlled ‘National
Economic and Social Development Bank’) registered before the Maritime Court..
Seller shall keep Buyers informed in respect of the payment of the mortgage to
BNDES and also send to Buyers a copy of the respective receipt/release of the mortgage
as soon as such document(s) is received from BNDES.


 


3.            Payment


 


The total Purchase Price shall be paid in full
free of bank charges to


 


	
   

  	
  Bank:

  	
  BRADESCO

  
	
   

  	
  Agencia

  	
  3369-3

  
	
   

  	
  Account #:

  	
  15-9

  
	
   

  	
  Account Name:

  	
  Dragaport Ltda

  



 


Further instructions for the
transfer shall be supplied by the Sellers.


 


The Purchase Price shall be
paid on the closing/delivery of the Vessels,


 


 


2

















4.            Inspections


 


a)*                               The Buyers have
inspected and accepted the Boa Vista’s classification
records.  The Buyers have also inspected
the BOA VISTA afloat in the Port of Rio Grande on
20/06/07 and in the Port of Santos on 25 and
26/09/07.


                                                and have accepted
the Vessel following this inspection and the sale is outright and definite, subject
only to the terms and conditions of this Agreement.


 


The Buyers have inspected and accepted the Macapa’s classification
records.  The Buyers have also inspected
the Macapa afloat in the Port of Rio de Janeiro  on  21/06/07 and 24/09/07 and have accepted the Vessel
following this inspection and the sale is outright and definite, subject only
to the terms and conditions of this Agreement.


 


5.            Notices, time and place of delivery


 


a)                                      MACAPA is and
will be kept at Rio de Janeiro port, where she will be delivered. BOA VISTA is
at Santos port and Sellers will bring her to Rio de Janeiro port where she will
be delivered.


 


b)                                     The Vessels shall be delivered and taken over safely afloat at a safe
and accessible berth or anchorage at/in the Port of Rio de Janeiro.


 


                Expected time of
delivery: at the closing (Clause 8).


 


                Date of
cancelling (Clause 5c), 31/JAN/2008


 


 


c)                                      If Sellers
anticipate that, notwithstanding the exercise of due diligence by them, the Vessels will not be ready for delivery by the cancelling date,
they may notify the Buyers in writing stating the date when they anticipate
that the Vessels will be ready for delivery and propose
a new cancelling date. Upon receipt of such notification the Buyers shall have
the option of either cancelling this Agreement in accordance with Clause 14
within 7 running days of receipt of the notice, or of accepting the new date as
the new cancelling date. If the Buyers have not declared their option within 7
running days of receipt of the Sellers’ notification or if the Buyers accept
the new date, the date proposed in the Sellers’ notification shall be deemed to
be the new cancelling date and shall be substituted for the cancelling date
stipulated in line 61.


 


 


                                                If this Agreement
is maintained with the new cancelling date all other terms and conditions hereof
including those contained in Clauses 5 a) 5 b) and 5 c) shall remain unaltered
and in full force and effect. Cancellation or failure to cancel shall be
entirely without prejudice to any claim for damages the Buyers may have under
Clause 14 for the Vessels not being
ready by the original cancelling date.


 


 


(d)                                 It is agreed that
the two Vessels (MACAPA and BOAVISTA I) are being jointly sold in a package
agreement. If between the signature of this MOA and the Closing date (clause 5
lines 60 and 61), one or both Vessels suffers damage due to an accident  becoming an actual, constructive or
compromised total loss, and/or suffer a particular average and considering the
insured value of each dredge, the following shall apply:


 


 


3

















(d.1) For the purpose of the
insurance each dredge have the following value:


 


(a)  MACAPÄ, R$ 25.000.000,00 (brazilian reais) +
10% = R$ 27.500.000,00 (brazilian reais);


 


(b) BOA VISTA I, R$
19.000.000,00 (brazilian reais) + 10% = R$ 20.900.000,00 (brazilian reais);


 


(d.2) Taking into consideration the
insured value proportion, and for the purpose of the item (d) above the
value/purchase price of each vessel/dredge will be considered the following:


 


(i)MACAPA:        55%       USD       13,750.000
(thirteen millions, seven hundred fifty thousand US dollars)


(ii) BOA VISTA    45%
      USD       11,250.000
(eleven millions, two hundred fifty thousand US dollars)


 


Total                                     USD    25,000.000


 


(d.3) In case of actual,
constructive, compromised total loss due to an accident.:


 


Sellers
will receive the indemnification from their hull and machinery Underwriters,
and shall sell/deliver the non damaged vessel with the Buyers paying the value
of the remaining vessel provided for in item d.2 above. In this case, the
remaining vessel shall be delivered by Sellers to Buyers, as per. the provisions
set forth in this MOA.


 


Buyers will have the liberty to negotiate with
the insurers the purchase of the wreck in case they want to repair the damaged
dredge.


 


(d.4) In case of partial
damages/ Particular Average due to an accident.


 


Sellers
will be responsible for the repairs at the classification society’s
satisfaction. Should the term of repairs exceed the time anticipated for the
closing and/or the expected time of delivery and date of cancelling established
in lines 60 and 61, the Buyers will receive the remaining vessel in operating
conditions, within the conditions provided for in this MOA, paying the value of
the remaining vessel provided for in item d.2 above. The deposit will be
credited to the purchase on a pro rata basis.


 


As
to the damaged vessel, the individual price established for the respective
vessel set forth in item d.2 will be paid 
after the repairs have been approved by the classification society. In
this case, the expected time of delivery and date of cancelling established in
lines 60 and 61, shall be considered extended until the date of closing becomes
feasible and the provisions set forth in this MOA shall remain in force.


 


6.            Drydocking/Divers Inspection


 


After delivery, Buyers, for their account, will
drydock the Vessels. If the Classification Society demands repairs of the
underwater part of the hull, propellers and rudders, Owners agree to contribute
with no more than USD 100,000.00 in each Vessel. Buyers will not contribute for
costs of repair in any other part of the vessels.


 


 


4

















7.            Spares/bunkers, etc.


 


The Sellers shall deliver the Vessels to the Buyers
with everything belonging to her  As per
attached list of Spare Parts.


 


The Buyers shall take over the remaining bunkers and unused lubricating
oils in storage tanks and


sealed drums without compensation to the Sellers.


 


8.            Documentation / Closing


 


Closing will take effect when the BNDES clears the
mortgage, and Sellers having ready the herebelow listed certificates required
by Brazilian authorities.


 


Sellers will notify Buyers when the documents
for closing are ready for inspection. Within  three working days, the documents shall be examined and approved.
The approval will not be denied except for a reasonable reason. After the
approval, Buyers will have five working days to effect payment of the purchase
price, which shall take place at the date fixed for the closing.


 


Place of closing: Rio de Janeiro,
BRAZIL, at Sellers lawyers office.


 


 


 


In exchange for payment of the Purchase Price Sellers shall furnish, at
closing, the following documents for each of the Vessels:


 


a)                                      Legal Bill of
Sale in a form recordable in The Republic of the
Marshall Islands, warranting that the Vessels are free
from all encumbrances, mortgages and maritime liens or any other debts or
claims whatsoever, duly notarized and legalized.


 


b)            Current
Certificate of Ownership issued by the Maritime Tribunal of Brazil.


 


c)                                      Any such
additional documents as may required by the Brazilian authorities or by the
authorities of the Country in which the vessels will be registered.


 


d)                                    Certified
resolutions of the Board of Directors of the Sellers approving the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement.


 


 


Buyers shall furnish a
certified resolutions of the Board of Directors of the Buyers approving the
execution, acceptance and performance of this Agreement and the consummation of
the transactions contemplated by this Agreement


 


5

















At the date of closing
Sellers and Buyers shall jointly sign the Sale and Purchase Public Deed
(“Escritura de Compra e Venda”) in the Maritime Public Notary (“Cartório
Marítimo”) in Rio de Janeiro, whereby Sellers and Buyers’ representatives shall
present their Articles of Incorporation. Costs of the deed for Sellers account.


 


At the time of delivery the Buyers and Sellers shall sign and deliver to
each other a Protocol of Delivery and Acceptance confirming the date and time
of delivery of the Vessels from the
Sellers to the Buyers.


 


At the time of delivery the Sellers shall hand to the Buyers the
classification certificate(s) as well as all plans, which are on board the
Vessels. Other certificates which are on board
the Vessels shall also be handed over to the
Buyers unless the Sellers are required to retain same, in which case the Buyers
to have the right to take copies. Other technical documentation which may be in
the Sellers’ possession shall be promptly forwarded to the Buyers at their
expense, if they so request. The Sellers may keep the Vessels’ log books but the Buyers to have the right to take copies
of same.


 


9.            Encumbrances


 


The Sellers warrant that the Vessels, at the time
of delivery, will be free from all charters, encumbrances, mortgages and
maritime liens or any other debts whatsoever. The Sellers hereby undertake to
indemnify the Buyers against all consequences of claims made against the Vessels which have been incurred prior to the time of delivery.


 


10.          Taxes, etc.


 


Any taxes, fees and expenses in connection with the purchase and
registration under the Buyers’ flag shall be for the Buyers’ account, whereas
similar charges in connection with the closing of the Sellers’ register shall
be for the Sellers’ account.


 


11.          Condition on delivery


 


The Vessels with everything belonging to them shall be at the Sellers’ risk and expense until they are delivered to the Buyers, but subject to the terms
and conditions of this Agreement they shall be delivered
and taken over as they were at the time of
inspection, fair wear and tear excepted.


 


12.          Name/markings


 


Upon delivery the Buyers undertake to change
the name of the Vessels and alter funnel
markings.


 


13.          Buyers’ default


 


Should the deposit not be paid in accordance with Clause 2, Sellers have
the right to cancel this Agreement, and Buyers shall pay USD 2,000,000.00 (two
million US dollars) as full compensation for their losses within 10 days.


 


Should the Purchase Price not be paid in accordance with Clause 3, the
Sellers have the right to cancel the Agreement, in which case the deposit in
the escrow account shall be released to Sellers as compensation.


 


6

















14.          Sellers’ default


 


Should the Sellers fail to be ready to complete a legal transfer by the
date stipulated in line 61 (31 January 2008) Buyers shall have the option of
cancelling this Agreement except what is set forth in Clause 5.  In the event that Buyers elect to cancel this
Agreement the deposit together with interest earned shall be released to
Buyers. without delay.


 


15.          Buyers’ representatives


 


Not applicable.


 


16.          Arbitration


 


This Contract shall be
governed by and construed in accordance with English law and any dispute
arising out of or in connection with this Contract shall be referred to
arbitration in London in accordance with the Arbitration Act 1996 or any
statutory modification or reenactment thereof save to the extent necessary to
give effect to the provisions of this Clause.


 


The arbitration shall be
conducted in accordance with the London Maritime Arbitrators Association (LMAA)
Terms current at the time when the arbitration proceedings are commenced.


 


The reference shall be to
three arbitrators. A party wishing to refer a dispute to arbitration shall
appoint its arbitrator and send notice of such appointment in writing to the
other party requiring the other party to appoint its own arbitrator within 14
calendar days of that notice and stating that it will appoint its arbitrator as
sole arbitrator unless the other party appoints its own arbitrator and give
notice that it has done so within the 14 days specified. If the other party
does not appoint its own arbitrator and give notice that it has done so within
the 14 days specified, the party referring a dispute to arbitration may,
without the requirement of any further prior notice to the other party, appoint
its arbitrator as sole arbitrator and shall advise the other party accordingly.
The award of a sole arbitrator shall be binding on both parties as if he had
been appointed by agreement.


 


Nothing herein shall prevent
the parties agreeing in writing to vary these provisions to provide for the
appointment of a sole arbitrator.


 


In cases where neither the
claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as
the parties may agree) the arbitration shall be conducted in accordance with
the LMAA Small Claims Procedure current at the time when the arbitration
proceedings are commenced.


 


(b) Notwithstanding (a) above,
the parties may agree at any time to refer to mediation any difference and/or
dispute arising out of or in connection with this Contract.


 


In the case of a dispute in
respect of which arbitration has been commenced under (a), above, the following
shall apply:


 


(i) Either party may at any
time and from time to time elect to refer the dispute or part of the dispute to
mediation by service on the other party of a written notice (the “Mediation
Notice”) calling on the other party to agree to mediation.


 


(ii) The other party shall
thereupon within 14 calendar days of receipt of the Mediation Notice confirm
that they agree to mediation, in which case the parties shall thereafter agree
a mediator within a further 14 calendar days, failing which on the application
of either party a mediator will be appointed promptly by the Arbitration
Tribunal (“the Tribunal”) or such person as the Tribunal may designate for that
purpose. The mediation shall be conducted in such place and in accordance with
such procedure and on such terms as the parties may agree or, in the event of
disagreement, as may be set by the mediator.


 


(iii) If the other party does
not agree to mediate, that fact may be brought to the attention of the Tribunal
and may be taken into account by the Tribunal when allocating the costs of the
arbitration as between the parties.


 


7

















(iv) The mediation shall not
affect the right of either party to seek such relief or take such steps as it
considers necessary to protect its interest.


 


(v) Either party may advise
the Tribunal that they have agreed to mediation. The arbitration procedure
shall continue during the conduct of the mediation but the Tribunal may take
the mediation timetable into account when setting the timetable for steps in
the arbitration.


 


(vi) Unless otherwise agreed
or specified in the mediation terms, each party shall bear its own costs
incurred in the mediation and the parties shall share equally the mediator’s
costs and expenses.


 


(vii) The mediation process
shall he without prejudice and confidential and no information or documents
disclosed during it shall be revealed to the Tribunal except to the extent that
they are disclosable under the law and procedure governing the arbitration. 


 


 


 


Addendum I, appended hereto, shall form part of this agreement.


 


 


 


Addendum to the Memorandum of
Agreement dated September xx, 2007


 


 


Clause 18
General Provisions


(a)           Conduct
of Business.  Prior to delivery of
the Vessels, except as otherwise approved by the Buyers in writing, the Sellers
shall operate the Vessels in the ordinary course of business consistent with
past practice.  The Sellers shall give
the Buyers prompt written notice of any material adverse change in the
condition or operation of the Vessels.


 


(b)           Execution
in Separate Parts.  This Agreement
may be executed and delivered by each party hereto in separate counterparts
(including execution and delivery by facsimile transmission), each of which shall
be deemed an original and all of which, when taken together, shall constitute
one and the same agreement, notwithstanding that all the parties have not
signed the same counterpart.


 


(c)           Drafting.  For purposes of interpretation and
enforcement, this Agreement is to be considered to have been drafted jointly by
the parties hereto.


 


(d)           Costs
and Expenses.  The Sellers shall pay
the cost of any recording or filing fee for the release or termination of all
liens on the Vessels.  Otherwise, each
party shall pay its own costs and expenses incurred in connection with the
negotiation, execution and closing of this Agreement and the transactions
contemplated herein.


 


(e)           Communications
between the parties. For the purposes of this MOA, all notifications and communications
between one party and another and/or their respective representatives/lawyers
resulting from this MOA shall be in writing; via email. The following persons
will be always addressed and copied of the respective messages:


 


8

















Sellers


Luiz Maurício da
Silveira Portela — lportela@cborio.com.br


Arnaldo Calbucci — afc@wilsonsons.com.br


 


Buyers


Richard Lowry — rmlowry@gldd.com


Kathleen Mackie LaVoy — kjmackie@gldd.com


 


Buyers’ Consultant


Ronic — Nicholas Wellington — nickwellington@ronic.com.br


 


 


Sellers’ Lawyers - Kincaid


Iwam Jaeger Jr. — iwam@kincaid.com.br


Luiz Regulo — luiz.regulo@kincaid.com.br


 


Buyers’ Lawyers - PCFA


Pedro Calmon Filho — pcalmon@attglobal.net


Carlos Dufriche — dufriche@pcfa.com.br


 


 


 


 


	
  FOR THE SELLERS

  	
  FOR THE BUYERS

  
	
  DRAGAPORT LTDA.

  	
  GREAT LAKES DREDGE &
  DOCK CO., LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
  /s/ Luiz Maurício da
  Silveira Portela

  	
   

  	
  Signed:

  	
  /s/ Richard M. Lowry

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Luiz Maurício da Silveira
  Portela

  	
   

  	
  Name:

  	
  Richard M. Lowry

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  	
  Title:

  	
  Executive Vice President
  & Chief Operating Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  19 October 2007

  	
   

  	
  Date:

  	
  October 19, 2007

  



 


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