Exhibit 10.1


 


THIRD AMENDMENT


TO CREDIT AGREEMENT AND
RELATED LOAN DOCUMENTS


 


THIS
THIRD AMENDMENT TO CREDIT AGREEMENT AND RELATED LOAN DOCUMENTS (this “Agreement”),
dated as of August 1, 2005, is by and among GREAT LAKES DREDGE &
DOCK COMPANY, a New Jersey corporation (the “Borrower”), GREAT LAKES
DREDGE & DOCK CORPORATION, a Delaware corporation (the “Guarantor”),
and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Lender”).


 


W  I  T  N  E
S  S  E  T  H :


 


WHEREAS,
the Borrower and the Lender are parties to that certain Credit Agreement dated
as of December 17, 2003 (as amended by that certain First Amendment to
Credit Agreement and Guaranty dated as of September 30, 2004, that certain
Second Amendment to Credit Agreement dated as of July 6, 2005, and as
otherwise amended, restated, supplemented or modified and in effect from time
to time, the “Credit Agreement”), pursuant to which the Lender has
extended the Loan to the Borrower;


 


WHEREAS,
the Borrower desires to convert to a Delaware limited liability company through
the merger of the Borrower with and into Great Lakes Dredge & Dock
Company, LLC, a Delaware limited liability company (“Great Lakes LLC”),
with Great Lakes LLC as the surviving entity (the “Merger”);


 


WHEREAS,
the Borrower is a wholly-owned subsidiary of Great Lakes LLC; and


 


WHEREAS,
the Borrower has requested that the Lender consent to the Merger and amend the
Credit Agreement and the applicable Loan Documents in certain respects as set
forth herein, and the Lender is agreeable to the same, subject to the terms and
conditions hereof.


 


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.                                       Amendments to Credit Agreement.  Subject
to satisfaction of the conditions set forth in Section 5 of this
Agreement, the Credit Agreement is hereby amended as follows:


 


(a)                                  Each
reference in the Credit Agreement to (i) “Great Lakes Dredge &
Dock Company, a corporation duly organized and validly existing under the laws
of the State of New Jersey,” shall be amended hereby to be a reference to “Great
Lakes Dredge & Dock Company, LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware (as
successor by merger to Great Lakes Dredge & Dock Company)” and (ii) 
“Great Lakes Dredge & Dock Company” shall be amended hereby to be a
reference to “Great 


 





















 


Lakes Dredge & Dock Company, LLC (as
successor by merger to Great Lakes Dredge & Dock Company)”.


 


(b)                                 Section 1.1
of the Credit Agreement is hereby further amended by inserting the following
new definition in the appropriate alphabetical order therein:


 


“Merger”
means the merger of Great Lakes Dredge & Dock Company, a New Jersey
corporation, with and into Great Lakes Dredge & Dock Company, LLC, a Delaware limited liability company and the
survivor of such merger.


 


(c)                                  Section 5.1(a) of
the Credit Agreement is hereby amended by amending and restating such section in
its entirety as follows:


 


(a)                                  Organization
and Powers.  It is a limited
liability company duly organized, validly existing and in good standing under
the laws of the state of its organization, and is duly qualified and authorized
to transact business as a foreign limited liability company and in good
standing under the laws of each jurisdiction in which qualification and good
standing are necessary in order to carry on its present business and operations
(except such jurisdictions where failure to so qualify would not reasonably be
expected to have a Material Adverse Effect). 
It has all requisite limited liability company power and authority to
enter into and to perform its obligations under this Agreement and the other
Loan Documents to which it is a party and to own, operate, and mortgage the
Vessels, except as would not reasonably be expected to have a Material Adverse
Effect.


 


(d)                                 Section 5.1(b) of
the Credit Agreement is hereby amended by amending and restating such section in
its entirety as follows:


 


(b)                                 Authorization.  It has duly authorized by all requisite limited
liability company action the execution, delivery and performance of each of the
Loan Documents to which it is a party, and the execution, delivery and
performance by it of such Loan Documents will not violate any provision of law,
any order of any court or other agency of government, its certificate of
formation or limited liability company agreement, or any material indenture,
agreement or other instrument to which it is a party, or by which it or any of
its property or assets is bound, or be in conflict with, result in a breach of,
or constitute (with due notice or lapse of time, or both) a default under any
such material indenture, agreement or other instrument, or result in the
creation or imposition of any lien, charge or encumbrance of any nature whatsoever
upon any of its property or assets except as otherwise permitted, required or
contemplated by the Loan Documents.  The
Loan Documents constitute the legal, valid and binding obligations of the
Borrower, enforceable against it, in accordance with the terms thereof, subject
to bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally and


 


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to
general principles of equity, regardless of whether enforcement is sought in a
proceeding at law or in equity.


 


(e)                                  Section 5.2(b) of
the Credit Agreement is hereby amended by amending and restating such section in
its entirety as follows:


 


(b)                                 Existence.  The Borrower shall continue to maintain its
existence, good standing and qualifications to do business in all jurisdictions
in which such qualification and good standing are necessary in order for it to
conduct its business and own its property as presently conducted and owned in
such jurisdictions (except in such jurisdictions where the failure to remain so
qualified and in good standing could not reasonably be expected to have a
Material Adverse Effect).


 


(f)                                    Section 5.3(b) of
the Credit Agreement is hereby amended by amending and restating such section in
its entirety as follows:


 


(b)                                 Jurisdiction
of Organization; Place of Business. 
Change its jurisdiction of organization or the location of its principal
place of business from that set forth in Section 7.2 without giving
the Lender at least fifteen (15) Business Days prior written notice of such
change and setting forth in detail the new jurisdiction of organization and/or
complete address of such new place of business, and in furtherance thereof, the
Lender is authorized to authenticate and file Uniform Commercial Code financing
statements, amendments or continuation statements in such jurisdiction or
jurisdiction as the Lender shall deem reasonably necessary or appropriate.


 


(g)                                 Section 5.3(d) of
the Credit Agreement is hereby amended by (i) deleting the period at the
end of clause (2) thereof and replacing it with “; or” and (ii) adding
a new clause (3) at the end of such section to read as follows:


 


(3)                                  the
Merger.


 


(h)                                 Section 7.2
of the Credit Agreement is amended hereby by deleting the reference to “Great
Lakes Dredge & Dock Company” and inserting in lieu thereof a reference
to “Great Lakes Dredge & Dock Company, LLC”.


 


3.                                       Amendments to Certain Loan Documents.  Subject
to satisfaction of the conditions set forth in Section 5 of this
Agreement, each of the Assignment of Insurances, the Assignment of Earnings and
the Guaranty is hereby amended as follows:


 


(a)                                  each
reference to “Great Lakes Dredge & Dock Company, a corporation duly
organized and existing under the laws of the State of New Jersey,” or “Borrower”
is amended hereby to be a reference to “Great Lakes Dredge & Dock
Company, LLC, a limited liability company duly organized and existing under the
laws of the State of Delaware (as successor by merger to Great Lakes Dredge &
Dock Company)”; and


 


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(b)                                 each
reference to “Great Lakes Dredge & Dock Company” or “Borrower” is
amended hereby to be a reference to “Great Lakes Dredge & Dock
Company, LLC (as successor by merger to Great Lakes Dredge & Dock Company)”.


 


4.                                       Consent.  Subject to satisfaction of the
conditions set forth in Section 5 of this Agreement, the Lender
hereby consents to the consummation of the Merger pursuant to the terms and
conditions of this Agreement.


 


5.                                       Conditions Precedent.  The amendments
to the Credit Agreement set forth in Section 2 of this Agreement,
the amendments to the Loan Documents set forth in Section 3 of this
Agreement and the Lender’s consent set forth in Section 4 of this
Agreement shall be effective upon satisfaction of the following conditions
precedent:


 


(a)                                  this
Agreement shall have been duly executed and delivered by all parties hereto;


 


(b)                                 an
Assumption Agreement in the form of Exhibit A attached hereto shall
have been duly executed and delivered by Great Lakes LLC;


 


(c)                                  an
Amended and Restated Secured Promissory Note in the form of Exhibit B
attached hereto shall have been duly executed and delivered by Great Lakes LLC;


 


(d)                                 a
Supplement No. One to First Preferred Fleet Mortgage in the form of Exhibit C
attached hereto shall have been duly executed, notarized and delivered by Great
Lakes LLC;


 


(e)                                  the
Lender shall have received a certificate signed by the secretary or an
assistant secretary of Great Lakes LLC as to the incumbency and signature of
the officers of Great Lakes LLC executing this Agreement and any Loan Document
and any certificate or other document or instrument to be delivered pursuant
hereto by or on behalf of Great Lakes LLC, together with evidence of the
incumbency of such secretary or assistant secretary, as the case may be and
certifying as true and correct and attaching copies of the certificate of
formation, limited liability company agreement, the “as filed” copy of the
certificate of merger filed with the Secretary of the State of Delaware and resolutions
adopted by the Board of Managers of Great Lakes LLC;


 


(f)                                    the
Lender shall have received a good standing certificate for Great Lakes LLC from
its jurisdiction of organization;


 


(g)                                 an
appropriate UCC financing statement of Great Lakes LLC with respect to the
security interest created pursuant to the Loan Documents shall have been
prepared and filed with the Secretary of State of the State of Delaware;


 


(h)                                 the
Vessels shall, contemporaneously with the effectiveness of the Merger, be duly
transferred to Great Lakes LLC;


 


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(i)                                     the
Borrower shall, contemporaneously with the effectiveness of the Merger,
surrender the marine documents of the Vessels to the U.S. Coast Guard, National
Vessel Documentation Center, and request that the Vessels be duly and properly
redocumented in the name of Great Lakes LLC;


 


(j)                                     the
Lender shall continue to hold a first preferred fleet mortgage over the
Vessels, having priority since the date of original recordation of the Fleet
Mortgage;


 


(k)                                  Great
Lakes LLC shall be a “citizen of the United States” within the meaning of Section 2
of the Shipping Act, 1916, as amended;


 


(l)                                     Great
Lakes LLC shall deliver or cause to be delivered to the Lender a certificate or
other evidence satisfactory to the Lender, issued by its marine insurer and/or
brokers, confirming that all insurances currently in effect with respect to the
Vessels shall continue to remain in full force and effect notwithstanding the
change of ownership and shall continue to show the Lender as loss payee and
first mortgagee, with all premiums fully paid to date;


 


(m)                               the
Lender shall have received an opinion of counsel to Great Lakes LLC, in form
and substance reasonably satisfactory to the Lender; and


 


(n)                                 the
Borrower or Great Lakes LLC shall have paid to the Lender and its counsel all
fees and expenses due pursuant to Section 8(a) hereof.


 


6.                                       Actions to be Taken Following the Consummation of
the Merger.  Each of the parties hereto hereby further
agree to take the following actions promptly after consummation of the Merger:


 


(a)                                  promptly
following the Merger and the satisfaction of the conditions precedent set forth
above, the Lender shall return to a representative of the Borrower marked as
cancelled the Secured Promissory Note dated December 17, 2003 executed by
the Borrower in the original principal amount of $23,400,000;


 


(b)                                 promptly
following the Merger, Great Lakes LLC shall deliver to the Lender updated
Certificates of Ownership and Certificates of Documentation for each of the
Vessels FLORIDA, KEY WEST and G.L. 184; and


 


(c)                                  promptly
following the Merger, Great Lakes LLC shall prepare, with respect to each
Vessel, a new Notice of Mortgage and, with respect to the Vessel FLORIDA,
Official Number 506446, a Letter to the Master in form and substance reasonably
satisfactory to the Lender, the receipt of which shall be acknowledged by the
Master of such vessel.


 


7.                                       Representations and Warranties.  In order
to induce the Lender to enter into this Agreement, the Borrower and the
Guarantor hereby represent and warrant to the Lender, in each case after giving
effect to this Agreement, as follows:


 


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(a)                                  Each
of the Borrower and the Guarantor has the right, power and capacity and has
been duly authorized and empowered by all requisite corporate and shareholder
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 each of the Borrower’s and the Guarantor’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
execution, delivery and performance of this Agreement by the Borrower and the
Guarantor does not and will not violate such party’s certificate or articles of
incorporation (as applicable) or by-laws, any law, rule, regulation, order,
writ, judgment, decree or award applicable to the Borrower or the Guarantor or
any contractual provision to which the Borrower or the Guarantor is a party or
to which the Borrower or the Guarantor or any of their respective properties 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 Borrower or the Guarantor 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.


 


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


 


(a)                                  Payment
of Costs.  The Borrower 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.


 


(b)                                 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.


 


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


 


(d)                                 Integration.  This Agreement, the other agreements and
documents executed and delivered pursuant to this Agreement, the Credit
Agreement and the other Loan


 


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Documents constitute the entire agreement among the
parties hereto with respect to the subject matter hereof.


 


(e)                                  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.


 


(f)                                    Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the Borrower,
the Guarantor 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 Borrower, the Guarantor and the Lender
and their respective successors and permitted assigns.


 


(g)                                 Amendment;
Waiver.  The parties hereto agree and
acknowledge that nothing contained in this Agreement in any manner or respect
limits or terminates any of the provisions of the Credit Agreement or any of
the other Loan Documents other than as expressly set forth herein and further
agree and acknowledge that the Credit Agreement (as amended hereby) and each of
the other Loan Documents remain and continue in full force and effect and are
hereby ratified and confirmed.  Except to
the extent expressly set forth herein, the execution, delivery and
effectiveness of this Agreement shall not operate as an amendment of any
rights, power or remedy of the Lender under the Credit Agreement or any other
Loan Document, nor constitute an amendment of any provision of the Credit
Agreement or any other Loan Document.  No
delay on the part of the Lender in exercising any of its rights, remedies,
powers and privileges under the Credit Agreement or any of the Loan Documents
or partial or single exercise thereof, shall constitute an amendment
thereof.  On and after the Effective Date
each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein” or words of like import, and each reference to the Credit Agreement in
the Loan Documents and all other documents delivered in connection with the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby.  None of the terms and
conditions of this Agreement may be changed, waived, modified or varied in any
manner, whatsoever, except in accordance with Section 7.1 of the
Credit Agreement.


 


(h)                                 Reaffirmation
of Guaranty.  The Guarantor
acknowledges receipt of a copy of this Agreement, consents to this Agreement
and each of the transactions referenced in this Agreement and hereby reaffirms
its obligations under the Guaranty.


 


[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 COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A.
  Wensel

  	
   

  
	
   

  	
  Name:

  	
  Deborah A.
  Wensel

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President and CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GREAT LAKES DREDGE & DOCK CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A.
  Wensel

  	
   

  
	
   

  	
  Name:

  	
  Deborah A.
  Wensel

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President and CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frederik W.
  Aase

  	
   

  
	
   

  	
  Name:

  	
  Frederik W. Aase

  	
   

  
	
   

  	
  Title:

  	
  Duly Authorized
  Signatory