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, 









 



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 



 2
 






 



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]



 3
 






 



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

  
				



 



 4