**Exhibit 10.1**LOAN AGREEMENT     THIS LOAN AGREEMENT, dated as of July 10, 2007 (this “Agreement”), is between ORION MARINEGROUP, INC., a Delaware corporation (“Borrower”), each of the financial institutions which is ormay from time to time become a party hereto (collectively, “Lenders”, and each a “Lender”), andAMEGY BANK NATIONAL ASSOCIATION, a national banking association, as agent (the “Agent”).R E C I T A L S :     Orion Marine Group Holdings, Inc., a Nevada corporation (“Prior Borrower”), certain Lendersand the Agent entered into that certain Loan Agreement dated as of October 14, 2004, as amended byFirst Amendment to Loan Agreement dated as of December 3, 2004, Second Amendment to Loan Agreementdated as of November 17, 2005 and Third Amendment to Loan Agreement dated as of March 23, 2007(collectively, the “Prior Loan Agreement”). On April 5, 2007, (a) Prior Borrower merged with andinto Hunter Acquisition Corp., a Delaware corporation (“Parent”), and (b) Parent changed its namefrom Hunter Acquisition Corp. to the name of Borrower, and Borrower assumed all the liabilities ofPrior Borrower. This Agreement is in restatement and replacement of the Prior Loan Agreement, andthe liens and security interests created by the Loan Documents (as defined below) are in renewaland extension of the liens and security interests created by the documents executed in connectionwith the Prior Loan Agreement.     Borrower has requested that Lenders extend credit to Borrower. Lenders are willing to makesuch extensions of credit to Borrower upon the terms and conditions hereinafter set forth.     NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, theparties hereto agree as follows:ARTICLE I.Definitions     Section 1.1. Definitions. As used in this Agreement, the following terms have the followingmeanings:     “Acquisition” shall have the meaning given to such term in Section 10.3.     “Acquisition Advance” means an advance of funds pursuant to Article IV.
 

 
     “Acquisition Advance Request Form” means a certificate, in substantially the form of Exhibit“P”, properly completed and signed by Borrower requesting an Acquisition Advance     “Acquisition Term Loan” means the term loan made by Lenders to Borrower pursuant to ArticleIV.     “Acquisition Term Notes” means the promissory notes executed by Borrower payable to the orderof each Lender who has a Commitment-Acquisition Term Loan, respectively, in substantially the formof Exhibit “C”, properly completed, as the same may be renewed, extended or modified and allpromissory notes executed in renewal, extension, modification or substitution thereof.     “Adjusted Cash Balance” means, at any time (a) all cash of Borrower and its Subsidiaries as ofsuch time, but excluding cash which is subject to a Lien (including Liens created in connectionwith Cash Secured Letters of Credit), minus (b) $3,000,000.00.     “Adjusted Net Income” means, for any period, (a) Net Income for such period minus (b) the sumof (i) amounts by which Net Income is reduced as a result of extraordinary or non-recurring chargesfor such period plus (ii) Income Tax Expense for such period.     “Affiliate” means, with respect to any Person, any other Person which, directly or indirectly,controls or is controlled by or is under common control with such Person, including, (a) any Personwhich beneficially owns or holds ten percent (10%) or more of any class of voting stock of suchPerson or ten percent (10%) or more of the equity interest in such Person, (b) any Person of whichsuch Person beneficially owns or holds ten percent (10%) or more of any class of voting shares orin which such Person beneficially owns or holds ten percent (10%) or more of the equity interestsin such Person, and (c) any officer or director of such Person.     “Amegy Bank” means Amegy Bank National Association, and its successors and assigns.
-2-

 
     “Applicable Margin” means, for the loan facilities and the Levels described below, thepercentage amounts set forth below.             Level I Level II Level III Level IV Level V     LIBOR Margin 1.50% 1.75% 2.00% 2.25% 2.50%     Prime Rate Margin -1.00% -0.75% -0.50% -0.25% 0.00%     Level I applies when the Total Leverage Ratio is less than 1.00 to 1.00.     Level II applies when the Total Leverage Ratio is equal to or greater than 1.00 to1.00 but less than 1.50 to 1.00.     Level III applies when the Total Leverage Ratio is equal to or greater than 1.50 to1.00 but less than 2.00 to 1.00.     Level IV applies when the Total Leverage Ratio is equal to or greater than 2.00 to1.00 but less than 2.50 to 1.00.     Level V applies when the Total Leverage Ratio is equal to or greater than 2.50 to1.00.     The applicable Level shall be adjusted, to the extent applicable, forty-five (45) days afterthe end of each quarter (or, in the case of any change reflected by the audited financialstatements delivered pursuant to Section 9.1(a), on the first Business Day occurring at least onehundred twenty (120) days after the end of any fiscal year) based on the Total Leverage Ratiotested for the period ending on the last day of such fiscal quarter or fiscal year, as applicable;provided that if the Borrower fails to deliver the financial statements required by Section 9.1(a)or (b), as applicable, and the related No Default Certificate required by Section 9.1(c) by theforty-fifth (45 th ) (or, if applicable, the one hundred twentieth (120 th ) afterthe end of any fiscal quarter or any fiscal year), Level V shall apply until the first Business Dayimmediately following the date such financial statements are delivered.     “Applicable Rate” means, (a) during the period that a Loan is a Prime Rate Loan, the PrimeRate plus the Prime Rate Margin from time to time in effect, and (b) during the period that a Loanis a LIBOR Loan, the sum of the LIBOR Rate plus the LIBOR Margin from time to time in effect.
-3-

 
     “Assignment and Acceptance” means a document in substantially the form of Exhibit “S”.     “Authorized Representative” means any officer or employee of Borrower who has been designatedin writing by Borrower to Agent to be an Authorized Representative.     “Autopay Agreement” means that certain Amegy Autopay Agreement between Borrower and Agent, andall modifications, amendments and supplements thereto and all restatements and replacementsthereof.     “Beneficial Owner” has the meaning specified for such term in Rule 13d-3 and Rule 13d-5 underthe Exchange Act.     “Board” means the board of directors of Borrower.     “Bond Obligations” means obligations and indebtedness of Borrower and its Subsidiaries arisingin connection with (a) bid or payment and performance bonds or (b) insurance policies or otherinstruments insuring the performance by Borrower and its Subsidiaries of obligations undercontracts to which such Persons are parties.     “Bonded Receivables” means accounts receivable of Borrower and its Subsidiaries which arisefrom contracts in connection with which Borrower or such Subsidiary has obtained a bond orinsurance policy insuring performance of such contract.     “Bonding Default” means that (a) either (i) Borrower or any of its Subsidiaries shall fail tohave adequate bonding capacity to operate their respective businesses in the ordinary course ofbusiness as reasonably determined by Agent in good faith or (ii) Borrower or any of itsSubsidiaries shall have received notice that its bonding capacity is to be or has been denied,terminated or withdrawn and (b) such failure or receipt does not yet constitute an Event of Defaultunder Section 12.1(k) because (A) it has not been cured and (B) the thirty (30) day grace periodprovided therein has not been completed.     “Borrowing Base” means, at any particular time, an amount equal to the sum of (a) eightypercent (80%) of Eligible Accounts plus (b) ninety percent (90%) of Adjusted Cash Balances.     “Borrowing Base Certificate” means a certificate in the form of Exhibit “Q”, fully completedand executed by all the Borrowing Base Parties.     “Borrowing Base Parties” means Construction, King Fisher and Misener.
-4-

 
     “Business Day” means (a) any day on which commercial banks are not authorized or required toclose in Houston, Texas and (b) with respect to all borrowings, payments, Conversions,Continuations, Interest Periods and notices in connection with LIBOR Loans, any day which is aBusiness Day described in clause (a) above and which is also a day on which dealings in Dollardeposits are carried out in the London interbank market.     “Capital Expenditures” means for Borrower and its Subsidiaries, all expenditures for assetswhich, in accordance with GAAP, are required to be capitalized and so shown on the consolidatedbalance sheet of Borrower and its Subsidiaries.     “Capital Lease Obligations” means, for Borrower and its Subsidiaries, on a consolidated basis,the obligations of Borrower and its Subsidiaries to pay rent or other amounts under a lease of (orother agreement conveying the right to use) real and/or personal property, which obligations, inaccordance with GAAP, are required to be classified and accounted for as a capital lease on abalance sheet of any such Person.     “Cash Secured Letter of Credit” means any letter of credit, the indebtedness with respect towhich is fully secured by cash or cash equivalents.     “Cash Taxes” means for Borrower and its Subsidiaries, on a consolidated basis, for any period,the sum of all income and franchise taxes paid in cash during such period.     “Change of Control” means the occurrence of any of the following:     (a) any individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act) acquires beneficial ownership (within the meaning of Rule13d-3 promulgated under the Exchange Act) of stock in Borrower that, together with stockheld by such individual, entity or group, constitutes more than fifty percent (50%) of thetotal voting power of the stock of Borrower; provided, however, if any individual, entityor group, is considered to own more than fifty percent (50%) of the total voting power ofthe stock of Borrower, the acquisition of additional stock by the same individual, entityor group will not be considered a “Change in Control”; provided, further, however, that forpurposes of this definition, the following acquisitions shall not constitute a Change inControl: (i) any acquisition by any employee benefit plan (or related trust) sponsored ormaintained by Borrower or any entity controlled by Borrower, (ii) any acquisition byinvestors in Borrower for financing purposes, or (iii) any holding, grant or exercise ofequity based compensation awards or otherwise pursuant to any employee benefit plan; or
-5-

 
     (b) the replacement of a majority of the members of the Board during any twelve-monthperiod by directors whose appointment or election is not endorsed by a majority of themembers of the Board prior to the date of the appointment or election.     “Claims” has the meaning set forth in Section 14.2.     “Closing Date” means the date on which this Agreement has been executed and delivered by theparties hereto and the conditions set forth in Section 7.1 have been satisfied.     “Collateral” has the meaning specified in Section 6.1.     “Combined Commitments-Acquisition Term Loan” means, as to all Lenders who haveCommitments-Acquisition Term Loan, the obligations of such Lenders to make Acquisition Advances inan aggregate principal amount at any time outstanding up to but not exceeding $25,000,000.00.     “Combined Commitments-Acquisition Term Loan Increase” shall have the meaning given to suchterm in Section 4.8.     “Combined Commitments-Real Estate Term Loan” means, as to all Lenders who haveCommitments-Real Estate Term Loan, the obligations of such Lenders to fund the Real Estate TermLoan in an original aggregate principal amount equal to $3,095,000.00.     “Combined Commitments-Revolving Advances” means, as to all Lenders who haveCommitments-Revolving Advances, the obligations of such Lenders to make Revolving Advances andissue Letters of Credit in an aggregate principal amount at any time outstanding up to but notexceeding $8,500,000.00.     “Combined Commitments-Total” means, as to all Lenders, the sum of (a) the CombinedCommitments-Acquisition Term Loan, plus (b) the Combined Commitments-Revolving Advances, plus (c)the Combined Commitments-Real Estate Term Loan.     “Commitment-Acquisition Term Loan” means, as to any Lender, its obligation to make AcquisitionAdvances in the amount set forth opposite the name of such Lender on Annex “II” hereto under theheading “Commitment-Acquisition Advances”, as the same may be modified (a) as provided in anamendment to this Agreement or (b) as the result of an assignment of all or part of such Lender’sAcquisition Term Note pursuant to Section 14.16.
-6-

 
     “Commitment Percentage-Revolving Advances” means for each Lender who has aCommitment-Revolving Advances the percentage derived by dividing its Commitment-Revolving Advancesby the Combined Commitments-Revolving Advances at the time in question.     “Commitment Percentage-Total” means for each Lender the percentage derived by dividing itsCommitment-Total by the Combined Commitments-Total at the time in question.     “Commitment-Real Estate Term Loan” means, as to any Lender, its obligation to fund the RealEstate Term Loan in the amount set forth opposite the name of such Lender on the original signaturepages of the Loan Agreement under the heading “Real Estate Term Note”, as the same may be modified(a) as provided in an amendment to this Agreement or (b) as the result of an assignment of all orpart of such Lender’s Real Estate Term Note pursuant to Section 14.16.     “Commitment-Revolving Advances” means, as to any Lender, its obligation to make RevolvingAdvances and issue Letters of Credit hereunder in the amount set forth opposite the name of suchLender on Annex “I” hereto under the heading “Commitment-Revolving Advances”, as the same may be(a) reduced pursuant to Section 2.8 or otherwise, (b) modified as provided in an amendment to thisAgreement or (c) modified as the result of an assignment of all or part of such Lender’s RevolvingCredit Note pursuant to Section 14.16.     “Commitment-Total” means, as to any Lender, the sum of (a) its Commitment-Acquisition TermLoan, plus (b) its Commitment-Revolving Advances, plus (c) its Commitment-Real Estate Term Loan.     “Construction” means Orion Construction, L.P., a Texas limited partnership, and its successorsand assigns.     “Continue”, “Continuation” and “Continued” shall refer to the continuation pursuant to Section5.7 of a Loan as a Loan of the same Type from one Interest Period to the next Interest Period.     “Convert”, “Conversion”, and “Converted” shall refer to a conversion pursuant to Section 5.7of or 5.8 of one Type of Loan into another Type of Loan.     “Debt” means for any Person (without duplication) (a) all indebtedness, whether or notrepresented by bonds, debentures, notes, securities, or other evidences of indebtedness, for therepayment of money borrowed, (b) Rate Management Transaction Obligations, (c) all indebtednessrepresenting deferred payment of the purchase price of property or assets, (d) Capital LeaseObligations and obligations with respect to
-7-

 
synthetic leases, (e) all indebtedness under guaranties, endorsements, assumptions, or othercontingent obligations, in respect of, or to purchase or otherwise acquire, indebtedness of others,(f) all indebtedness secured by a Lien existing on property owned, subject to such Lien, whether ornot the indebtedness secured thereby shall have been assumed by the owner thereof (in which eventthe amount thereof shall not be deemed to exceed the fair value of such property), and (g) anyobligation to redeem or repurchase any of such Person’s capital stock or other ownership interests,but excluding in any event, all obligations and indebtedness related to Cash Secured Letters ofCredit.     “Deed of Trust-Market Street-First Lien” means the Deed of Trust, Security Agreement,Assignment of Rents and Financing Statement executed by Construction in favor of Agent, dated as ofOctober 14, 2004, and recorded in the Official Public Records of Real Property of Harris County,Texas under Clerk’s File No. Y059593, Film Code No. 595-61-1363, a copy of which is attached asExhibit “I”, as modified by Modification to Deed of Trust-Market Street-First Lien, and as the samemay be further amended, supplemented or modified from time to time.     “Deed of Trust-Market Street-Second Lien” means the Deed of Trust, Security Agreement,Assignment of Rents and Financing Statement executed by Construction in favor of Agent, insubstantially the form of Exhibit “J”, as the same may be amended, supplemented or modified.     “Deed of Trust-Port Lavaca-First Lien” means the Deed of Trust, Security Agreement, Assignmentof Rents and Financing Statement executed by King Fisher in favor of Agent, dated as of October 14,2004, and recorded in the Official Public Records of Real Property of Calhoun County, Texas underClerk’s File No. 00089332, Volume 387, Page 220, a copy of which is attached as Exhibit “K”, asmodified by Modification to Deed of Trust-Port Lavaca-First Lien, and as the same may be furtheramended, supplemented or modified from time to time.     “Deed of Trust-Port Lavaca-Second Lien” means the Deed of Trust, Security Agreement,Assignment of Rents and Financing Statement executed by King Fisher in favor of Agent, insubstantially the form of Exhibit “L”, as the same may be amended, supplemented or modified.     “Deeds of Trust-Market Street” means the Deed of Trust-Market Street-First Lien and the Deedof Trust-Market Street-Second Lien.     “Deeds of Trust-Port Lavaca” means the Deed of Trust-Port Lavaca-First Lien and the Deed ofTrust-Port Lavaca-Second Lien.
-8-

 
     “Default Rate” means the lesser of (a) the sum of the Applicable Rate in effect from day today plus two percent (2.0%) or (b) the Maximum Rate.     “Defaulting Lender” has the meaning specified in Section 5.1.     “Dollar,” “Dollars” and “$” means currency of the United States of America which is at thetime of payment legal tender for the payment of public and private debts in the United States ofAmerica.     “EBITDA” means for Borrower and its Subsidiaries, on a consolidated basis for any period, thesum of (a) Net Income for such period, plus (b) without duplication and to the extent deducted indetermining such Net Income (i) depreciation and amortization for such period, plus (ii) InterestExpense for such period, plus (iii) Income Tax Expense for such period, plus (iv) (A) othernon-recurring or extraordinary charges for such period reasonably approved by (i) Agent in goodfaith if during any period commencing on October 1 and continuing through the next September 30 (a“Test Period”) the aggregate amount of all such charges for such Test Period does not exceed tenpercent (10%) of EBITDA for the twelve month period ending on the September 30 immediatelypreceding such Test Period, and (ii) Majority Lenders if during any Test Period the aggregateamount of all such charges for such Test Period is equal to or greater than ten percent (10%) ofEBITDA for the twelve month period ending on the September 30 immediately preceding such TestPeriod, minus (B) non-recurring or extraordinary gains for such period.     “Eligible Accounts” means the aggregate of all accounts receivable of Borrowing Base Partiesthat satisfy the following conditions: (a) are due and payable within (i) sixty (60) days if theaccount debtor is an Investment Grade Person and (ii) forty-five (45) days if the account debtor isnot an Investment Grade Person; (b) have been outstanding less than (i) one hundred twenty (120)days past the original date of invoice if the account debtor is an Investment Grade Person, and(ii) ninety (90) days past the original date of invoice if the account debtor is not an InvestmentGrade Person; (c) have arisen in the ordinary course of business from services performed by aBorrowing Base Party to or for the account debtor or the sale by a Borrowing Base Party of goods inwhich such Borrowing Base Party had sole ownership where such goods have been shipped or deliveredto the account debtor; (d) represent complete bona fide transactions which require no further actunder any circumstances on the part of any Borrowing Base Party to make such accounts receivablepayable by the account debtor; (e) the goods the sale of which gave rise to such accountsreceivable were shipped or delivered to the account debtor on an absolute sale basis and not onconsignment, a sale or return basis, a guaranteed sale basis, a bill and hold basis, or on thebasis of any similar understanding; (f) do not constitute pre-billings or other unearned income;(g) do not constitute Bonded Receivables; (h) the goods the sale of which gave rise to suchaccounts receivable were not, at the time of sale thereof, subject to any Lien, except
-9-

 
the security interest in favor of Agent created by the Loan Documents and Liens permitted bySections 10.2(h) and 10.2(k); (i) are not subject to any provisions prohibiting assignment orrequiring notice of or consent to such assignment, to the extent notice is not given or consent isnot obtained; (j) are subject to a perfected, first priority security interest in favor of Agentand are not subject to any other Lien other than Liens permitted by Sections 10.2(h) and 10.2(k);(k) are not the subject of a right of setoff, counterclaim, defense, allowance, dispute, oradjustment affirmatively asserted by the account debtor, the existence of which the Borrower hasactual knowledge (but only with respect to the amount subject to dispute or adjustment andexcluding normal discounts for prompt payment), and the goods of sale which gave rise to suchaccounts receivable have not been returned, rejected, repossessed, lost, or damaged; (l) theaccount debtor is not insolvent or the subject of any bankruptcy or insolvency proceeding and hasnot made an assignment for the benefit of creditors, suspended normal business operations,dissolved, liquidated, terminated its existence, ceased to pay its debts as they become due, orsuffered a receiver or trustee to be appointed for any of its assets or affairs; (m) are notevidenced by chattel paper or any instrument of any kind; (n) are owed by a Person or Persons thatare citizens of or organized under the laws of the United States or any State and are not owed byany Person organized under the laws of a jurisdiction located outside of the United States ofAmerica (“Foreign Persons”), provided, that accounts receivable owed by Foreign Persons mayconstitute Eligible Accounts if (i) payment of such accounts receivable is insured by a foreignrisk insurance policy acceptable to Majority Lenders and the proceeds of such policy have beenassigned to Agent by an instrument satisfactory to Majority Lenders, (ii) payment of such accountsreceivable is covered by a letter of credit in form and substance satisfactory to Majority Lenders,issued by a financial institution satisfactory to Majority Lenders, and the proceeds of such letterof credit have been assigned to Agent by an instrument satisfactory to Majority Lenders, or (iii)Majority Lenders specifically approve such accounts receivable as Eligible Accounts; (o) if anyaccounts receivable are owed by the United States of America or any department, agency, orinstrumentality thereof, the Federal Assignment of Claims Act shall have been complied with; (p)are not owed by an Affiliate of any Borrowing Base Party; and (q) do not include any amount whichconstitutes retainage. No account receivable owed by an account debtor to any Borrowing Base Partyshall be included as an Eligible Account if more than twenty percent (20%) of the balances thenoutstanding on accounts receivable owed by such account debtor and its Affiliates to Borrowing BaseParties have remained unpaid for more than eighty-nine (89) days from the dates of their originalinvoices. The amount of any Eligible Accounts owed by an account debtor to any Borrowing Base Partyshall be reduced by the amount of all “contra accounts” and other obligations owed by any BorrowingBase Party to such account debtor. In the event that at any time the accounts receivable from anyaccount debtor and its Affiliates to Borrowing Base Parties exceed thirty-five percent (35%) of theaccounts receivable of Borrowing Base Parties, the accounts receivable from such account debtor andits Affiliates shall not constitute Eligible Accounts to the extent to
-10-

 
which such accounts receivable exceed thirty-five percent (35%) of the accounts receivable ofBorrowing Base Parties.     “Eligible Assignee” means any of (a) a Lender or any Affiliate of a Lender, (b) a commercialbank organized under the laws of the United States, or any state thereof, and having a combinedcapital and surplus of at least $100,000,000.00, (c) a commercial bank organized under the laws ofa country which is a member of the Organization for Economic Cooperation and Development, or apolitical subdivision of any such country, and having a combined capital and surplus of at least$100,000,000.00, provided that such bank is acting through a branch or agency located in the UnitedStates, and (d) any other Person approved by Agent, and so long as no Event of Default has occurredand is continuing, who is reasonably acceptable to Borrower.     “ENSR Memo” means that Environmental Review Memorandum dated October 11, 2004 prepared by HerbFry and John Rutkousis of ENSR Corporation addressing certain environmental issues at one or moreof the Florida Property and the Market Street Property.     “Environmental Laws” means any and all laws, rules, regulations, codes, ordinances, orders,decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered intoby any Governmental Authority, relating in any way to the environment, preservation or reclamationof natural resources, or the management, release or threatened release of Hazardous Substance or tohealth and safety matters relating to the same.     “Environmental Report-Florida Property” means the Interim Remedial Action Plan (Revised) datedMay 27, 2003 prepared by URS Corporation.     “Environmental Report-Market Street Property” means the Phase I Environmental Site Assessment,Orion Construction, LP, 17300 Market Street, Channelview, Texas 77530, Enercon Project No.ENMISC0195, dated September 15, 2004, and prepared by Enercon Services, Inc.     “Environmental Report-Port Lavaca Property” means the Phase I Environmental Site Assessment,King Fisher Marine Service, LP, 159 Highway 316, Port Lavaca, Texas 77979, Enercon Project No.ENMISC0195, dated September 15, 2004, and prepared by Enercon Services, Inc.     “Environmental Reports” means (a) the Environmental Report-Florida Property, (b) theEnvironmental Report-Market Street Property, (c) the Environmental Report-Port Lavaca Property,and (d) the ENSR Memo.
-11-

 
     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time totime, and the regulations and published interpretations thereof.     “Event of Default” has the meaning specified in Section 12.1.     “Excess Cash Flow” means, for Borrower and its Subsidiaries, on a consolidated basis, for anyperiod, (a) EBITDA for such period, minus (b) the sum of (i) Capital Expenditures for such period,plus (ii) Cash Taxes for such period, plus (iii)(A) Scheduled Principal, (B) all unscheduledvoluntary prepayments of principal on the Real Estate Term Loan and the Acquisition Term Loan forsuch period, and (C) mandatory prepayments of principal on the Real Estate Term Loan and theAcquisition Term Loan pursuant to Section 3.5(b), (c) or (d) and Section 4.5(b), (c) or (d), plus(iv) Interest Expense for such period.     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules andregulations promulgated thereunder.     “Existing Letters of Credit” means (a) that certain Letter of Credit No. SC1346 in the amountof $498,688.00 issued by Amegy Bank for the benefit of Signal Mutual Indemnity Association Ltd. c/oSignal Administration Inc. for the account of Construction, and (b) that certain Letter of CreditNo. SC2015 in the amount of $106,447.00 issued by Amegy Bank for the benefit of Signal MutualIndemnity Association Ltd. c/o Signal Administration Inc. for the account of King Fisher.     “F. Miller” means F. Miller Construction, LLC, a Louisiana limited liability company, and itssuccessors and assigns.     “Field Audits” means audits, verifications and inspections of the accounts receivable,inventory and assets of Borrower and its Subsidiaries, conducted by an independent third Personselected by Agent.     “Fixed Charge Coverage Ratio” means for Borrower and its Subsidiaries, on a consolidatedbasis, as of any date, (a) EBITDA for the period ended as of such date, minus (b) the greater of(i) Maintenance Capital Expenditures for the period ended as of such date or (ii) $3,000,000.00,divided by the sum of (c) Scheduled Principal for the period ended as of such date, plus (d)Interest Expense for the period ended as of such date, plus (e) Cash Taxes for the period ended asof such date.     “Florida Property” means the real property and improvements owned by Misener, located at 5600W. Commerce, Tampa, Florida 33616-1930 and further described in and covered by theMortgage-Florida.
-12-

 
     “Florida Remediation” means the environmental remediation conducted at the Florida Propertypursuant to the Environmental Report-Florida Property.     “Funded Debt” means, at any time, for Borrower and its Subsidiaries, on a consolidated basis,the sum of (a) all indebtedness for borrowed money, whether or not evidenced by bonds, debentures,notes or similar instruments, including the Notes, (b) the Senior Subordinated Note and OtherSubordinated Debt, (c) Capital Lease Obligations, (d) all obligations (including contingentobligations) incurred in connection with guaranties of the indebtedness for borrowed money ofanother Person (but excluding Bond Obligations), (e) all obligations to pay the deferred purchaseprice of property or services (but excluding trade accounts payable or trade notes in the ordinarycourse of business that are not past due by more than ninety (90) days), (f) all indebtednesssecured by a Lien on the property of Borrower or its Subsidiaries (in which event the amountthereof shall not be deemed to exceed the fair market value of such property), and (g) the Letterof Credit Liabilities, but excluding in any event, all obligations and indebtedness related to CashSecured Letters of Credit.     “GAAP” means generally accepted accounting principles in the United States of America,consistently applied.     “Governmental Authority” means the government of the United States of America, any othernation or any political subdivision thereof, whether state or local, and any agency, authority,instrumentality, regulatory body, court, central bank or other entity exercising executive,legislative, judicial, taxing regulatory or administrative powers or functions of or pertaining togovernment.     “Guarantors” means Construction, King Fisher, Misener and OAS.     “Guaranty Agreement” means a Guaranty Agreement executed by each Guarantor in favor of Agentin substantially the form of Exhibit “N”, as the same may be amended, supplemented or modified.     “Hazardous Substance” means any substance, product, waste, pollutant, material, chemical,contaminant, constituent, or other material which is or becomes listed, regulated, or addressedunder any Environmental Law, including, without limitation, asbestos, petroleum, andpolychlorinated biphenyls.     “Income Tax Expense” means for Borrower and its Subsidiaries, on a consolidated basis for anyperiod, all local, state and federal income and franchise taxes paid or due to be paid during suchperiod and reflected upon Borrower’s income statement.
-13-

 
     “Interest Expense” means for Borrower and its Subsidiaries, on a consolidated basis, for anyperiod, the sum of all cash interest expense paid or required by its terms to be paid during suchperiod, as determined in accordance with GAAP applied consistently.     “Interest Period” means with respect to LIBOR Loans, each period commencing on the date suchLoans are made or Converted from Loans of another Type or, in the case of each subsequent,successive Interest Period applicable to a LIBOR Loan, each period commencing on the last day ofthe immediately preceding Interest Period with respect to such LIBOR Loan, and in each case endingon the numerically corresponding day in the calendar month that is one, two or three monthsthereafter, as Borrower may select as provided in Sections 2.6, 3.6, 4.6 or 5.7; provided, however,that (a) each Interest Period which would otherwise end on a day which is not a Business Day shallend on the next succeeding Business Day; provided that if such extension would cause the last dayof such Interest Period to occur in the next following calendar month, the last day of suchInterest Period shall occur on the next preceding Business Day, (b) any Interest Period whichbegins on the last Business Day of a calendar month (or on a day for which there is no numericallycorresponding day in the calendar month at the end of such Interest Period) shall end on the lastBusiness Day of the calendar month in which it would have ended if there were a numericallycorresponding day in such calendar month, (c) no Interest Period for any LIBOR Loan which is aRevolving Advance may extend beyond the Termination Date Revolving Advances (and any proposed LIBORLoan which is a Revolving Advance with an Interest Period which would extend beyond the TerminationDate Revolving Advances shall be a Prime Rate Loan maturing on the Termination Date RevolvingAdvances), (d) no Interest Period for any LIBOR Loan, which is a Real Estate Term Loan Portion, mayextend beyond the Maturity Date Real Estate Term Loan (and any proposed LIBOR Loan which is a RealEstate Term Loan Portion with an Interest Period which would extend beyond the Maturity Date RealEstate Term Loan shall be a Prime Rate Loan maturing on the Maturity Date Real Estate Term Loan),(e) no Interest Period for any LIBOR Loan which is an Acquisition Advance may extend beyond theMaturity Date Acquisition Term Loan (and any proposed LIBOR Loan which is an Acquisition Advancewith an Interest Period which would extend beyond the Maturity Date Acquisition Term Loan shall bea Prime Rate Loan maturing on the Maturity Date Acquisition Term Loan), (f) for all LIBOR Loans nomore than five (5) Interest Periods for each of the Revolving Advances, Real Estate Term LoanPortions or the Acquisition Advances, respectively, shall be in effect at the same time, and (g) noInterest Period shall have a duration of less than thirty (30) days and, if the Interest Period forany LIBOR Loan would otherwise be a shorter period, such Loan shall be a Prime Rate Loan.     “Investment Grade Person” means a Person organized under the laws of the United States ofAmerica or a state thereof who has (a) a rating from Standard & Poor’s
-14-

 
Corporation of (i) A-1 or better for its commercial paper or (ii) BBB or better for its long termdebt, or (b) a rating from Moody’s Investor Service of (i) P-1 or better for its commercial paperor (ii) Baa or better for its long term debt.     “Issuing Bank” means Amegy Bank National Association in its capacity of the issuer of Lettersof Credit.     “KFMSGP” means KFMSGP, LLC, a Texas limited liability company and the general partner of KingFisher, and its successors and assigns     “KFMSLP” means KFMSLP, LLC, a Nevada limited liability company, and its successors andassigns.     “King Fisher” means King Fisher Marine Service, L.P., a Texas limited partnership, and itssuccessors and assigns.     “Letter of Credit” means any letter of credit issued by Issuing Bank for the account ofBorrower pursuant to Article II and the Existing Letters of Credit. For clarification, CashSecured Letters of Credit shall not be deemed to be Letters of Credit for purposes of thisAgreement.     “Letter of Credit Application” means Issuing Bank’s standard form of letter of creditapplication and agreement, as the same may be amended, modified, renewed, extended, orsupplemented.     “Letter of Credit Liabilities” means, at any time, the aggregate undrawn face amounts of alloutstanding Letters of Credit (including the Existing Letters of Credit).     “LIBOR Loans” means Loans the interest rates on which are determined on the basis of the ratesreferred to in the definition of “LIBOR Rate”.     “LIBOR Margin” has the meaning given to such term in the definition of the term “ApplicableRate”.     “LIBOR Rate” means, for any LIBOR Loan, for any Interest Period therefor, the rate per annumoffered for Dollar deposits in an amount comparable to the principal amount of such LIBOR Loan fora period of time equal to such Interest Period as of 11:00 A.M. City of London, England time two(2) London Business Days prior to the first date of such Interest Period as shown on the displaydesignated as “British Bankers Association Interest Settlement Rates” on the Bloomberg system(“Bloomberg”); provided, however, that if such rate is not available on Bloomberg then such offeredrate shall be otherwise independently determined by Agent from an alternate,
-15-

 
substantially similar independent source available to Agent and recognized in the bankingindustry.     “Lien” means any lien, mortgage, security interest, tax lien, pledge, charge, hypothecation,assignment, preference, priority, or other encumbrance of any kind or nature whatsoever (including,without limitation, any conditional sale or title retention agreement), whether arising bycontract, operation of law, or otherwise.     “Loan Documents” means this Agreement and all promissory notes, security agreements, deeds oftrust, assignments, letters of credit, guaranties, and other instruments, documents, and agreementsexecuted and delivered pursuant to or in connection with this Agreement, as such instruments,documents, and agreements may be amended, modified, renewed, extended, or supplemented.     “Loans” means Revolving Advances, Real Estate Term Loan Portions and Acquisition Advances.     “London Business Day” means any day other than a Saturday, Sunday or a day on which bankinginstitutions are generally authorized or obligated by laws or executive order to close in the Cityof London, England.     “Maintenance Capital Expenditures” means, for Borrower and its Subsidiaries, all CapitalExpenditures related to extending the life of, or maintaining the working condition of, existingassets. Maintenance Capital Expenditures does not include capital spending for new assets (so-called “growth capital expenditures”).     “Majority Lenders” means Lenders holding sixty-six and two-thirds percent (66b%) or more ofthe Combined Commitments.     “Market Street-New Property” means the 11.59 acre tract constituting part of the Market StreetProperty.     “Market Street Property” means the real property and improvements owned by Construction,located at 17300 Market Street and 17140 Market Street, Channelview, Texas 77530 and furtherdescribed in and covered by the Deeds of Trust-Market Street.     “Material Adverse Effect” means a material adverse effect on (a) the business, operations,property or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole,or any Obligated Party (other than OAS) and its Subsidiaries, taken as a whole, (b) the ability ofBorrower to pay the Obligations or the ability of Borrower or any Obligated Party to perform itsrespective material obligations under this Agreement or any of the other Loan Documents, or (c) thevalidity or
-16-

 
enforceability of this Agreement or any of the other Loan Documents, or the rights or remedies ofLender hereunder or thereunder.     “Maturity Date Acquisition Term Loan” means September 30, 2010.     “Maturity Date Real Estate Term Loan” means September 30, 2010.     “Maximum Rate” means the maximum rate of nonusurious interest permitted from day to day byapplicable law, including Chapter 303 of the Texas Finance Code (the “Code”) (and as the same maybe incorporated by reference in other Texas statutes). To the extent that Chapter 303 of the Codeis relevant to Lenders for the purposes of determining the Maximum Rate, Lenders elect to determinesuch applicable legal rate pursuant to the “weekly ceiling,” from time to time in effect, asreferred to and defined in Chapter 303 of the Code; subject, however, to the limitations on suchapplicable ceiling referred to and defined in the Code, and further subject to any right any Lendermay have subsequently, under applicable law, to change the method of determining the Maximum Rate.     “Merger” shall have the meaning given to such term in Section 10.3.     “Misener” means Misener Marine Construction, Inc., a Florida corporation, and its successorsand assigns.     “Modification to Deed of Trust-Market Street-First Lien” means the First Modification to Deedof Trust-Market Street-First Lien, executed by Construction in favor of Agent, in substantially theform of Exhibit “U”.     “Modification to Deed of Trust-Port Lavaca-First Lien” means the First Modification to Deed ofTrust-Port Lavaca-First Lien, executed by King Fisher in favor of Agent, in substantially the formof Exhibit “V”.     “Modifications to Real Estate Term Notes” means the First Modifications to Real Estate TermNotes executed by Borrower in favor of each Lender who has a Commitment-Real Estate Term Loan,respectively, in substantially the form of Exhibit “T”, properly completed.     “Mortgage-Florida” means the Mortgage executed by Misener in favor of Agent, in substantiallythe form of Exhibit “M”, as the same may be amended, supplemented or modified.     “Net Income” means, for Borrower and its Subsidiaries for any period, the consolidated netincome (or loss) of Borrower and its Subsidiaries for such period, calculated in accordance withGAAP.
-17-

 
     “Net Worth” means, at any particular time, all amounts which, in conformity with GAAP, wouldbe included as stockholders’ capital on a consolidated balance sheet of Borrower and itsSubsidiaries.     “No Default Certificate” means a certificate in the form of Exhibit “R” hereto, fullycompleted and executed by Borrower.     “Notes” means the Revolving Credit Notes, the Real Estate Term Notes and the Acquisition TermNotes.     “OAS” means Orion Administrative Services, Inc., a Texas corporation, and its successors andassigns.     “Obligated Party” means each Guarantor and any other Person who is or becomes a party to anyagreement pursuant to which such Person guarantees or secures payment and performance of theObligations or any part thereof.     “Obligations” means all obligations, indebtedness, and liabilities of Borrower to Agent,Issuing Bank, and Lenders, or any of them, arising pursuant to this Agreement or any of the LoanDocuments, under any treasury management arrangements with any Lender or under any Rate ManagementTransactions to which a Lender or its Affiliate is a party, whether direct or indirect (includingthose acquired by assumption), absolute or contingent, due or to become due, now existing orhereafter arising, including, without limitation, all of Borrower’s contingent reimbursementobligations in respect of Letters of Credit, and all interest accruing thereon and all reasonableand documented attorneys’ fees and other expenses incurred in the enforcement or collectionthereof.     “OCGP” means OCGP, LLC, a Texas limited liability company and the general partner ofConstruction, and its successors and assigns.     “OCLP” means OCLP, LLC, a Nevada limited liability company, and its successors and assigns.     “Organizational Documents” means, for any Person, (a) the articles of incorporation and bylawsof such Person if such Person is a corporation, (b) the articles of organization and regulations ofsuch Person if such Person is a limited liability company, (c) the limited partnership agreement ofsuch Person if such Person is a limited partnership, or (d) the documents under which such Personwas created and is governed if such person is not a corporation, limited liability company orlimited partnership.
-18-

 
     “Other Subordinated Debt” means Debt of Borrower to any Person, the payment of which has beensubordinated to the payment of the Obligations in a manner satisfactory to Agent and by a documentsatisfactory to Agent, but excluding the Senior Subordinated Note Debt.     “Permitted Liens” shall have the meaning set forth in Section 10.2 of this Agreement.     “Person” means any individual, corporation, limited liability company, business trust,association, company, partnership, joint venture, governmental authority, or other entity.     “Pledge Agreement-Borrower-Ownership Interests” means the Security Agreement and CollateralAssignment executed by Borrower in favor of Agent in substantially the form of Exhibit “E”, as thesame may be amended, supplemented or modified.     “Pledge Agreement-Borrower-Stock” means the Security Agreement-Pledge executed by Borrower infavor of Agent in substantially the form of Exhibit “F”, as the same may be amended, supplementedor modified.     “Pledge Agreement-Subsidiary-Ownership Interests” means a Security Agreement and CollateralAssignment executed by each of Construction, KFMSGP, KFMSLP, OCGP and OCLP in favor of Agent insubstantially the form of Exhibit “G”, as the same may be amended, supplemented or modified.     “Pledge Agreement-Subsidiary-Stock” means a Security Agreement-Pledge executed byConstruction in favor of Agent in substantially the form of Exhibit “H”, as the same may beamended, supplemented or modified.     “Port Lavaca Property” means the real property and improvements owned by King Fisher, locatedat 159 Highway 316, Port Lavaca, Texas 77979 and further described in and covered by the Deeds ofTrust-Port Lavaca.     “Prime Rate” means that variable rate of interest per annum established by Agent from time totime as its prime rate which shall vary from time to time. Such rate is set by Agent as a generalreference rate of interest, taking into account such factors as Agent may deem appropriate, itbeing understood that many of Agent’s commercial or other loans are priced in relation to suchrate, that it is not necessarily the lowest or best rate charged to any customer and that Lendersmay make various commercial or other loans at rates of interest having no relationship to suchrate.
-19-

 
     “Prime Rate Loans” means Loans that bear interest at rates based upon the Prime Rate.     “Prime Rate Margin” has the meaning given to such term in the definition of the term“Applicable Margin”.     “Pro Rata”, “Pro Rata Share” or “Pro Rata Part” means for each Lender (a) with respect to theRevolving Advances, when no Revolving Advance is outstanding, such Lender’s CommitmentPercentage-Revolving Advances, (b) otherwise, the proportion which the portion of outstandingRevolving Advances, the Real Estate Term Loan and the Acquisition Advances, respectively, owed tosuch Lender bears to the aggregate outstanding Revolving Advances, the Real Estate Term Loan andthe Acquisition Advances, respectively, owed to all Lenders at the time in question.     “Pro Rata Share-Total” means for each Lender the proportion which the portion of the sum ofthe outstanding Revolving Advances plus the Real Estate Term Loan plus the Acquisition Advancesowed to such Lender bears to the sum of the aggregate outstanding Revolving Advances, the RealEstate Term Loan and the Acquisition Advances owed to all Lenders at the time in question.     “Rate Management Transaction” means any transaction (including an agreement with respectthereto) now existing or hereafter entered into between Borrower and any Lender or any Lender’sAffiliates which is a rate swap, basis swap, forward rate transaction, commodity swap, commodityoption, equity or equity index swap, equity or equity index option, bond option, interest rateoption, foreign exchange transaction, cap transaction, floor transaction, collar transaction,forward transaction, currency swap transaction, cross-currency rate swap transaction, currencyoption or any other similar transaction (including any option with respect to any of thesetransactions) or any combination thereof, whether linked to one or more interest rates, foreigncurrencies, commodity prices, equity prices or other financial measures.     “Rate Management Transaction Obligations” means any and all obligations, contingent orotherwise, whether now existing or hereafter arising, of Borrower to any Lender or any Lender’sAffiliates arising under or in connection with any Rate Management Transaction.     “Real Estate Term Loan” means the loan made by Lenders to Borrower pursuant to Article III.     “Real Estate Term Loan Portions” means amounts of the outstanding principal amount of the RealEstate Term Loan which have been so designated by Borrower pursuant to Section 3.6.
-20-

 
     “Real Estate Term Notes” means the promissory notes in the original aggregate principal amountof $41,500,000.00 dated October 14, 2004, executed by Prior Borrower and payable to the order ofthe Lenders who have Commitments-Real Estate Term Loan, respectively, and in the aggregateprincipal amount of $23,547,500.00 as of the date of this Agreement, copies of which are attachedas Exhibit “B”, which have been modified by Modifications to Real Estate Term Notes, and as thesame may be further amended, supplemented or modified from time to time and all promissory notesexecuted in renewal, extension, modification or substitution therefor.     “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System asthe same may be amended or supplemented.     “Regulatory Change” means, with respect to any Lender, any change after the date of thisAgreement in United States federal, state, or foreign laws or regulations (including Regulation D)or the adoption or making after such date any interpretations, directives, or requests applying toa class of banks (including any Lender) of or under any United States federal or state, or anyforeign, laws or regulations (whether or not having the force of law) by any court or governmentalor monetary authority charged with the interpretation or administration thereof.     “Reserve Requirement” means the aggregate maximum reserve percentages (including any marginal,special, supplemental or emergency reserves, and expressed as a decimal) established by the FederalReserve Board or any other United States banking authority to which Lender is subject for“Eurocurrency Liabilities” (as defined in Regulation D). Such reserve percentages shall include,without limitation, those imposed under Regulation D of the Board of Governors of the FederalReserve System.     “Revolving Advance” means a loan or loans pursuant to Article II.     “Revolving Advance Request Form” means a certificate, in substantially the form of Exhibit“O”, properly completed and signed by Borrower requesting a Revolving Advance.     “Revolving Credit Notes” means the promissory notes executed by Borrower payable to the orderof each Lender, respectively, in substantially the form of Exhibit “A”, properly completed, as thesame may be renewed, extended or modified and all promissory notes executed in renewal, extension,modification or substitution thereof.     “Revolving Line of Credit” means the credit facility extended by Lenders to Borrower pursuantto Article II.     “Scheduled Principal” means for Borrower and is Subsidiaries, on a consolidated basis, for anyperiod, all principal payments required to be made during such period
-21-

 
under Section 3.4(c) and Section 4.4(c) hereof. Scheduled principal payments on theRevolving Credit Notes and any mandatory payments made pursuant to Section 3.5 and Section4.5 hereof shall not constitute Scheduled Principal.     “Security Agreement-Subsidiary-General” means a Security Agreement executed by eachGuarantor in favor of Agent in substantially the form of Exhibit “D”, as the same may beamended, supplemented or modified.     “Subsidiary” means each Guarantor and any other Person of which or in which Borrower,any Guarantor or their other Subsidiaries own or control, directly or indirectly, fiftypercent (50%) or more of (a) the combined voting power of all classes having general votingpower under ordinary circumstances to elect a majority of the directors or equivalent bodyof such Person, if it is a corporation, (b) the capital interest or profits interest ofsuch Person, if it is a partnership, limited liability company, joint venture or similarentity, or (c) the beneficial interest of such Person, if it is a trust, association orother unincorporated association or organization.     “TCEQ” means the Texas Commission on Environmental Quality.     “Termination Date Acquisition Advances” means 11:00 a.m., Houston, Texas time onSeptember 30, 2008.     “Termination Date Revolving Advances” means 11:00 a.m., Houston, Texas time onSeptember 30, 2010, or such earlier date on which the Commitments-Revolving Advancesterminate as provided in this Agreement.     “Total Leverage Ratio” means, as of any date, (a) Funded Debt as of such date dividedby (b) EBITDA for the period ended as of such date.     “Type” means the type of Loan (i.e. Prime Rate Loan or LIBOR Loan).     “Unmatured Event of Default” means the occurrence of an event or the existence of acondition which, with the giving of notice or the passage of time would constitute an Eventof Default.     Section 1.2.Other Definitional Provisions. All definitions contained in this Agreement areequally applicable to the singular and plural forms of the terms defined. The words “hereof”,“herein”, and “hereunder” and words of similar import referring to this Agreement refer to thisAgreement as a whole and not to any particular provision of this Agreement. Unless otherwisespecified, all Article and Section references pertain to this Agreement. All accounting terms notspecifically defined herein shall be construed in accordance with GAAP. Termsused herein that are defined in the Uniform Commercial Code as adopted by the State of Texas,unless otherwise defined herein, shall have the meanings
-22-

 
specified in the Uniform Commercial Code as adopted by the State of Texas. In the event that, atany time, Borrower has no Subsidiaries, all references to the Subsidiaries of Borrower and theconsolidation of certain financial information shall be deemed to be inapplicable until such timeas Borrower has a Subsidiary.ARTICLE II.Revolving Line of Credit and Letters of Credit     Section 2.1. Revolving Line of Credit. Subject to the terms and conditions of this Agreement,each Lender agrees severally to extend a portion of the Revolving Line of Credit to Borrower bymaking one or more Revolving Advances to Borrower from time to time from the date hereof to andincluding the Termination Date Revolving Advances in an aggregate principal amount at any timeoutstanding up to but not exceeding such Lender’s Commitment-Revolving Advances; provided that theaggregate amount of all Revolving Advances at any time outstanding shall not exceed the lesser of(a) the Combined Commitments-Revolving Advances minus the Letter of Credit Liabilities or (b) theBorrowing Base minus the Letter of Credit Liabilities. Lenders shall have no obligation to make anyRevolving Advance (other than a Revolving Advance to reimburse Issuing Bank for any draw on aLetter of Credit issued pursuant to the terms hereof) if an Event of Default or a Bonding Defaulthas occurred and is continuing. The obligations of Lenders under the Commitments-RevolvingAdvances are several and not joint. The failure of any Lender to make a Revolving Advance requiredto be made by it shall not relieve any other Lender of its obligation to make its RevolvingAdvance, and no Lender shall be responsible for the failure of any other Lender to make theRevolving Advance to be made by such other Lender. No Lender shall ever be required to lendhereunder in excess of its legal lending limit. Subject to the foregoing limitations, and the otherterms and provisions of this Agreement, Borrower may borrow, repay, and reborrow hereunder.     Section 2.2. Revolving Credit Notes. The obligation of Borrower to repay the RevolvingAdvances shall be evidenced by a Revolving Credit Note executed by Borrower, payable to the orderof each Lender, respectively, in the principal amount of such Lender’s Commitment-RevolvingAdvances. From time to time a new Revolving Credit Note may be issued to another Lender hereunderas such Person becomes a party to this Agreement. From time to time the Agent may require aRevolving Credit Note to be exchanged for a newly issued Revolving Credit Note to accuratelyreflect the amount of each Lender’s Commitment-Revolving Advances hereunder. Upon the request ofAgent, Borrower shall execute and deliver to Agent such new Revolving Credit Notes as requested byAgent; provided, however, that in no event will Borrower be required to issueRevolving Credit Notes in an aggregate amount which exceeds the amount of the CombinedCommitment-Revolving Advances.
-23-

 
     Section 2.3. Interest. The unpaid principal amount of the Revolving Advances (and, therefore,the Revolving Credit Notes) shall bear interest prior to maturity at a varying rate per annum equalfrom day to day to the lesser of (a) the Maximum Rate or (b) the Applicable Rate in effect from dayto day, and each change in the rate of interest charged on the Revolving Advances shall becomeeffective, without notice to Borrower, on the effective date of each change in the Applicable Rateor the Maximum Rate, as the case may be; provided, however, if at any time the rate of interestspecified in clause (b) preceding shall exceed the Maximum Rate, thereby causing the interest onthe Revolving Advances to be limited to the Maximum Rate, then any subsequent reduction in theApplicable Rate shall not reduce the rate of interest on the Revolving Advances below the MaximumRate until the aggregate amount of interest actually accrued on the Revolving Advances equals theamount of interest which would have accrued on the Revolving Advances if the interest ratespecified in clause (b) preceding had at all times been in effect. Notwithstanding the foregoing,if any Event of Default has occurred and is continuing, the outstanding principal of the RevolvingAdvances shall, upon the determination of the Majority Lenders (notice of which is provided byAgent to Borrower), bear interest at the Default Rate.     Section 2.4. Repayment of Principal and Interest. (a) Accrued and unpaid interest on theRevolving Advances (and, therefore, the Revolving Credit Notes) shall be payable as follows:     (i) in the case of each Revolving Advance which is a Prime Rate Loan, on each March31, June 30, September 30 and December 31, commencing September 30, 2007;     (ii) in the case of each Revolving Advance which is a LIBOR Loan, on the last day ofeach Interest Period therefor;     (iii) upon the payment or prepayment (mandatory or optional) of any Revolving Advanceor the Conversion of any Revolving Advance (but only on the principal amount so paid,prepaid, or Converted); and     (iv) for all Revolving Advances, on the Termination Date Revolving Advances.     (b) The principal amount of the Revolving Advances (and, therefore, the Revolving CreditNotes) shall be due and payable on the earlier of (i) the Termination Date Revolving Advances or(ii) such other dates on which the Revolving Advances are or may be required to be paid pursuant tothis Agreement.     (c) Notwithstanding the foregoing, interest payable at the Default Rate shall be payable fromtime to time on demand.
-24-

 
     Section 2.5. Requests for Revolving Advances. (a) As long as the Autopay Agreement is ineffect, Revolving Advances which are to be Prime Rate Loans may be made as provided in the AutopayAgreement, and Borrower shall not be required to request a Revolving Advance directly from Agent bymeans of a Revolving Advance Request Form.     (b) The provisions of this paragraph shall apply (i) to all requests for Revolving Advanceswhich are to be LIBOR Loans, (ii) if Borrower so chooses, (iii) if the Autopay Agreement is not ineffect, or (iv) if the Available Amount (as defined in the Autopay Agreement) is, or has beendeclared to be, equal to zero. Borrower shall request each Revolving Advance by delivering toAgent a Revolving Advance Request Form (i) stating the amount of the Revolving Advance, (ii)stating the date on which Borrower desires that the Revolving Advance be funded, (iii) stating theType of the Revolving Advance, and (iv) if such Revolving Advance is a LIBOR Loan, designating theInterest Period thereof. Each Revolving Advance Request Form shall be delivered to Agent at least(i) one (1) Business Day before the date on which Borrower desires that the Revolving Advance befunded in the case of each Revolving Advance which is to be a Prime Rate Loan and (ii) at leastthree (3) Business Days before the date on which Borrower desires that the Revolving Advance befunded in the case of each Revolving Advance which is to be a LIBOR Loan; provided that (x) noRevolving Advance which is a LIBOR Loan may be in an amount which is less than $1,000,000.00, and(y) at any time there can be no more than five (5) Interest Periods in effect for the RevolvingAdvances. Borrower at any time may redesignate the amounts of, and Convert and Continue theRevolving Advances, but only to be effective from and after the end of the Interest Period thereforif a Revolving Advance is a LIBOR Loan, and subject to the terms and provisions of this Agreement,including Sections 5.7, 5.8 and 5.9 hereof. Prior to making any Revolving Advance, Lender mayrequire that Borrower deliver a Borrowing Base Certificate dated a recent date acceptable to Lenderevidencing that the amount of the outstanding Revolving Advances plus the requested RevolvingAdvance is less than the lesser of the Combined Commitments-Revolving Advances and the BorrowingBase. The Agent shall promptly notify each Lender of the contents of each such notice. No laterthan 11:00 a.m. Houston, Texas time on the date specified for each Revolving Advance hereunder,each Lender shall make available to Agent at its office specified herein in immediately availablefunds, its Pro Rata Share of each requested Revolving Advance. After Agent’s receipt of such fundsand subject to the other terms and conditions of this Agreement, Agent shall make each RevolvingAdvance available to the Borrower.     Section 2.6. Use of Proceeds. The proceeds of Revolving Advances (a) were originally used topartially finance the acquisition of the stock of Orion Marine Group Holdings, Inc., a Nevadacorporation by Borrower (when it wasHunter Acquisition Corp., a Delaware corporation) and to refinance existing indebtedness, and(b) shall be used to refinance existing indebtedness for general working capital purposes and forcapital expenditures.
-25-

 
     Section 2.7. Mandatory Prepayment. If at any time the outstanding principal amount of theRevolving Advances plus the Letter of Credit Liabilities exceeds the Borrowing Base, Borrower shallimmediately prepay the outstanding Revolving Advances by the amount of the excess plus accrued andunpaid interest on the amount so prepaid or, if no (or insufficient) Revolving Advances areoutstanding, Borrower shall immediately pledge to Agent cash or cash equivalent investments in anamount equal to the excess as security for the Letter of Credit Liabilities.     Section 2.8. Unused Commitment Fee; Reduction or Termination of Combined Commitments-RevolvingAdvances. Borrower agrees to pay to Agent for the Pro Rata-Revolving Advances benefit of theLenders a commitment fee on the average daily unused portion of the Combined Commitments-RevolvingAdvances, from and including the Closing Date to, but excluding the Termination Date RevolvingAdvances, at the rate set forth below based on a 360 day year and the actual number of dayselapsed, payable quarterly, in arrears, and on the Termination Date Revolving Advances.     Total Leverage Ratio Commitment FeeLess than 1.00 to 1.00  0.200%Equal to or greater than 1.00 to 1.00 but less than 1.50 to 1.00  0.250%Equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00  0.250%Equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00  0.300%Equal to or greater than 2.50 to 1.00  0.375%For the purpose of calculating the commitment fee hereunder, the Combined Commitments-RevolvingAdvances shall be deemed utilized by the amount of all outstanding Revolving Advances and Letter ofCredit Liabilities. Borrower shall have the right at any time to terminate in whole or from timeto time to irrevocably reduce in part the Combined Commitments-Revolving Advances upon at leastthree (3) Business Days prior notice to Agent specifying the effective date thereof, whether atermination or reduction is being made, and the amount of any partial reduction; provided, however,the Combined Commitments-Revolving Advances shall never be reduced below an amount equal to theLetter of Credit Liabilities. Any such reduction in the Combined Commitments-Revolving Advancesshall take effect Pro Rata. Simultaneously with giving such notice, Borrower shall prepay theamount by which the unpaid principal amount of theRevolving Advances plus the Letter of Credit Liabilities exceeds the Combined Commitments-RevolvingAdvances (after giving effect to such notice) plus accrued and unpaid interest on the principalamount so prepaid. The Combined Commitments-Revolving Advances may not be reinstated after theyhave been terminated or reduced.
-26-

 
     Section 2.9. Letters of Credit. Subject to the terms and conditions of this Agreement, IssuingBank agrees to issue one or more Letters of Credit for the account of Borrower from time to timefrom the date hereof to and including the Termination Date Revolving Advances; provided, however,that the Letter of Credit Liabilities shall not at any time exceed the least of (a) $2,000,000.00,(b) the Combined Commitments-Revolving Advances minus the outstanding Revolving Advances, or (c)the Borrowing Base minus the outstanding Revolving Advances. Each Letter of Credit shall (a) havean expiration date which is not later than three hundred sixty-five (365) days following the dateof issuance of such Letter of Credit, (b) have an expiration date which is at least fifteen (15)days prior to the Termination Date Revolving Advances, (unless any such Letter of Credit is fullysecured by cash in a manner acceptable to Agent and Issuing Bank), (c) be payable in United Statesdollars, (d) have a minimum face amount of $100,000.00, (e) support a transaction that is enteredinto in the ordinary course of any Borrower’s business, and (f) otherwise be satisfactory in formand substance to Issuing Bank. No Letter of Credit shall require any payment by Issuing Bank tothe beneficiary thereunder pursuant to a drawing prior to the third Business Day followingpresentment of a draft and any related documents to Issuing Bank. Issuing Bank shall have noobligation to issue any Letter of Credit if an Event of Default or Bonding Default has occurred andis continuing. The Existing Letters of Credit constitute Letters of Credit for all purposes of thisAgreement.     Section 2.10. Procedure for Issuing Letters of Credit. Each Letter of Credit shall be issuedupon receipt by Issuing Bank of written notice from an Authorized Representative requesting theissuance of such Letter of Credit, which notice shall be received by Issuing Bank at least three(3) Business Days prior to the requested date of issuance of such Letter of Credit. Such noticeshall be accompanied by a Letter of Credit Application and such other documents and instruments asIssuing Bank may require. Such notice and application (both front and back sides) may be sent byfax, provided that Borrower holds Issuing Bank harmless with respect to actions taken by IssuingBank based upon notices and applications sent by fax. Each request for a Letter of Credit shallconstitute a representation by Borrower to Issuing Bank, Agent and the other Lenders as to each ofthe matters set forth in the Borrowing Base Certificate, including representations that (a) the sumof (i) the outstanding Revolving Advances plus (ii) the Letter of Credit Liabilities plus (iii) theface amount of the requested Letter of Credit does not exceed the lesser of the Borrowing Base andthe Combined Commitments-Revolving Advances, and (b) no Event of Default or Bonding Default hasoccurred and is continuing. Prior to Issuing any Letter of Credit, Issuing Bank may request aBorrowing Base Certificate from Borrower dated of arecent date acceptable to Lender evidencing that the statements contained in the precedingsentence are correct.     Section 2.11. Participation by Lenders. By the issuance of any Letter of Credit and withoutany further action on the part of Issuing Bank or any Lender in respect thereof, Issuing Bankhereby grants to each Lender, and each Lender hereby agrees to acquire from Issuing Bank, aparticipation in each such Letter of Credit and the related Letter of Credit Liabilities, effectiveupon the issuance thereof without recourse or warranty, equal to such Lender’s Pro
-27-

 
Rata Part of such Letter of Credit and Letter of Credit Liabilities. Issuing Bank shall provide acopy of each Letter of Credit to each other Lender promptly after issuance. This agreement to grantand acquire participations is an agreement between Issuing Bank and Lenders, and neither Borrowernor any beneficiary of a Letter of Credit shall be entitled to rely thereon. Borrower agrees thateach Lender purchasing a participation from the Issuing Bank pursuant to this Section 2.11 mayexercise all of its rights to payment against the Borrower including the right of setoff, withrespect to such participation as fully as if such Lender were the direct creditor of Borrower inthe amount of such participations.     Section 2.12. Payments Constitute Revolving Advances. Each payment by Issuing Bank pursuant toa drawing under a Letter of Credit shall constitute and be deemed a Revolving Advance by IssuingBank to Borrower under the Revolving Credit Notes and this Agreement as of the day and time suchpayment is made by Issuing Bank and in the amount of such payment. Each Lender shall make availableto Issuing Bank in immediately available funds its Pro Rata Share-Revolving Advances of each suchRevolving Advance in the manner provided in Section 2.5 hereof upon notice given by the IssuingBank in the manner provided in Section 2.5 for notices given by Agent. Notwithstanding theforegoing, if, prior to paying a drawing on a Letter of Credit with a Revolving Advance as providedabove, an Event of Default under Section 12.1(d) or (e) shall have occurred or if for any otherreason a Revolving Advance cannot be made, then, each Lender will, on the date on which theRevolving Advance was to have been made to pay such drawing or such other date as is designated byIssuing Bank, purchase from Issuing Bank an undivided participation interest in such Letter ofCredit in an amount equal to its Pro Rata Share of the Revolving Advances. Upon request from Agent(which shall be given by Agent to Lenders immediately following receipt of notice by Agent fromIssuing Bank), each Lender will immediately transfer such amount to Issuing Bank.     Section 2.13. Letter of Credit Fees. Borrower shall pay to Agent for the Pro Rata-RevolvingAdvances benefit of the Lenders a letter of credit fee payable on the date each Letter of Credit isissued in an amount equal to the greater of (a) $300.00, or (b) the applicable percentage set forthbelow of the stated amountof such Letter of Credit based upon a 360 day year for the period during which such Letter ofCredit will remain outstanding:     Total Leverage Ratio Letter of Credit FeeLess than 1.00 to 1.00  1.50%Equal to or greater than 1.00 to 1.00 but less than 1.50 to 1.00  1.75%Equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00  2.00%Equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00  2.25%Equal to or greater than 2.50 to 1.00  2.50%
-28-

 
At the time of issuance of each Letter of Credit, Borrower shall pay to the Issuing Bank a letterof credit fee in an amount equal to one-eighth of one percent (c%) of the stated amount of suchLetter of Credit. In addition, Borrower shall pay to Issuing Bank (a) at the time of issuance ofany Letter of Credit, all reasonable and documented out-of-pocket costs incurred by Issuing Bank inconnection with the issuance of such Letter of Credit, and (b) upon the payment of any Letter ofCredit, all applicable payment fees. Upon the amendment (including the extension) of any Letter ofCredit, Borrower shall pay to Issuing Bank all applicable amendment fees and to Agent for the ProRata benefit of Lenders a fee calculated as provided in the first sentence of this Section 2.13 forthe period of such extension.     Section 2.14. Obligations Absolute. The obligations of Borrower under this Agreement and theother Loan Documents, including without limitation the obligation of Borrower to reimburse IssuingBank and Lenders, as applicable, for payment of drawings under any Letter of Credit, shall beabsolute, unconditional and irrevocable, and shall be performed strictly in accordance with theterms of this Agreement and the other Loan Documents under all circumstances, including (a) anylack of validity or enforceability of any Letter of Credit or any other Loan Document, (b) theexistence of any claim, set-off, counterclaim, defense or other rights which Borrower, anyObligated Party or any other Person may have at any time against any beneficiary of any Letter ofCredit, Issuing Bank, Agent, any Lender, or any other Person, whether in connection with thisAgreement or any other Loan Document or any unrelated transaction, (c) if any statement, draft orother document presented under any Letter of Credit proves to be forged, fraudulent, invalid orinsufficient in any respect or any statement therein is untrue or inaccurate in any respectwhatsoever, (d) payment by Issuing Bank under any Letter of Credit against presentation of a draftor other document which does not comply with the terms of such Letter of Credit in a manner whichis not material, (e) any amendment or waiver of, or any consent to departurefrom, any Loan Document or (f) any other circumstance or happening whatsoever, whether or notsimilar to any of the foregoing.     Section 2.15. Limitation of Liability. Borrower assumes all risks of the acts or omissions ofany beneficiary of any Letter of Credit with respect to its use of such Letter of Credit. None ofIssuing Bank, Agent, any Lender or any of their officers, employees or directors shall have anyresponsibility or liability to Borrower or any other Person for (a) the failure of any draft tobear any reference or adequate reference to any Letter of Credit, or the failure of any documentsto accompany any draft at negotiation, or the failure of any Person to surrender or to take up anyLetter of Credit or to send documents apart from drafts as required by the terms of any Letter ofCredit, or the failure of any Person to note the amount of any instrument on any Letter of Credit,each of which requirements, if contained in any Letter of Credit itself, it is agreed may be waivedby Issuing Bank, (b) errors, omissions, interruptions or delays in transmission or delivery of anymessages, (c) the validity, sufficiency or genuineness of any draft or other document, or anyendorsement thereon, even if any such draft, document or endorsement should in fact prove to be inany and all respects invalid, insufficient, fraudulent or forged or any statement therein is untrueor inaccurate in any respect, (d) payment by Issuing Bank to the beneficiary of any Letter ofCredit against presentation of any draft or other
-29-

 
document that does not comply with the terms of the Letter of Credit in a respect which is notmaterial or (e) any other circumstance whatsoever in making or failing to make any payment under aLetter of Credit. Issuing Bank may accept documents that appear on their face to be in order,without responsibility for further investigation, regardless of any notice or information to thecontrary. Notwithstanding the foregoing, Issuing Bank shall be liable to Borrower to the extent ofany direct, but not consequential, damages suffered by Borrower which Borrower proves in a finalnonappealable judgment were caused by (i) Issuing Bank’s willful misconduct or gross negligence or(ii) Issuing Bank’s willful failure to pay under any Letter of Credit after presentation to it ofdocuments strictly complying with the terms and conditions of such Letter of Credit.     Section 2.16. Provisions Regarding Electronic Issuance of Letters of Credit. Issuing Bank mayadopt procedures pursuant to which Borrower may request the issuance of Letters of Credit byelectronic means and Issuing Bank may issue Letters of Credit based on such electronic requests.Such procedures may include the entering by Borrower into the Letter of Credit Applicationselectronically. All the procedures, actions and documents referred to in the two precedingsentences are referred to as “Electronic Applications”. Borrower holds Issuing Bank, Agent and eachLender harmless with respect to actions taken by Issuing Bank based upon Electronic Applications.Borrower further agrees to be bound by all the terms and provisions contained in the Letter ofCredit Applications, including, without limitation, the terms and provisions of the Letter ofCredit Applications contained on the reverse side of the paper copies thereof, including therelease and indemnification provisions contained therein.     Section 2.17. Increase of the Combined Commitments-Revolving Advances. (a) At any time priorto the Termination Date Revolving Advances, the Borrower may effectuate up to two (2) separateincreases in the aggregate Combined Commitments-Revolving Advances (each such increase being a“Combined Commitments-Revolving Advances Increase”), by designating either one or more of theexisting Lenders (each of which, in its sole discretion, may determine whether and to what degreeto participate in such Combined Commitments-Revolving Advances Increase) or one or more other banksor other financial institutions (reasonably acceptable to Agent) that at the time agree, in thecase of any such bank or financial institution that is an existing Lender to increase itsCommitment-Revolving Advances as such Lender shall so select (an “Increasing Lender”) and, in thecase of any other such bank or financial institution (an “Additional Lender”), to become a party tothis Agreement; provided, however, that (i) each Combined Commitments-Revolving Advances Increaseshall be in an amount at least equal to $5,000,000.00, (ii) the aggregate amount of all CombinedCommitments-Revolving Advances Increases and Combined Commitments-Acquisition Term Loan Increases(as defined in Section 4.8) shall not exceed $25,000,000.00, and (iii) all Commitments-RevolvingAdvances and Revolving Advances provided pursuant to a Combined Commitments-Revolving AdvancesIncrease shall be available on the same terms as those applicable to the existingCommitments-Revolving Advances and Revolving Advances. The sum of the increases in theCommitments-Revolving Advances of the Additional Lenders upon giving effect to a CombinedCommitments-Revolving Advances
-30-

 
Increase shall not, in the aggregate, exceed the amount of such Combined Commitments-RevolvingAdvances Increase minus the increases in the Combined Commitments-Revolving Advances of theIncreasing Lenders. Borrower shall provide prompt notice of any proposed CombinedCommitments-Revolving Advances Increase pursuant to clause (a) above to Agent. This Section 2.17shall not be construed to create any obligation on Agent or any Lender to advance or to commit toadvance any credit to Borrower or to arrange for any other Person to advance or to commit toadvance any credit to Borrower.     (b) A Combined Commitments-Revolving Advances Increase shall become effective upon the receiptby Agent of (i) a fee on the amount of the Combined Commitments-Revolving Advances Increase basedupon prevailing market rates at the time of such Combined Commitments-Revolving Advances Increase,(ii) an agreement in form and substance reasonably satisfactory to Agent signed by Borrower, eachIncreasing Lender and each Additional Lender, as applicable, setting forth theCommitments-Revolving Advances of each such Lender, and in the case of an Additional Lender,setting forth the agreement of such Additional Lender to become a party to this Agreement and to bebound by all the terms and provisions hereof binding upon each Lender, (iii) such evidence ofappropriate authorization on the part of Borrower with respect to such CombinedCommitments-Revolving Advances Increase as Agent may reasonably request, and (iv) a certificate ofan Authorized Representative ofBorrower stating that, both before and after giving effect to such CombinedCommitments-Revolving Advances Increase, no Event of Default or Unmatured Event of Default hasoccurred and is continuing, and that all representations and warranties made by Borrower in thisAgreement are true and correct in all material respects, unless such representation or warrantyrelates to an earlier date which remains true and correct as of such earlier date.ARTICLE III.Real Estate Term Loan     Section 3.1. Real Estate Term Loan. Subject to the terms and conditions of this Agreement,each Lender who has a Commitment-Real Estate Term Loan agrees severally to make the Real EstateTerm Loan to Borrower in the principal amount of the Combined Commitments-Real Estate Term Loan.     Section 3.2. Real Estate Term Notes. The obligation of Borrower to repay the Real Estate TermLoan shall be evidenced by the Real Estate Term Notes executed by Borrower, payable to the order ofeach Lender who as a Commitment-Real Estate Term Loan, respectively, in the principal amount ofsuch Lender’s Commitment-Real Estate Term Loan. From time to time a new Real Estate Term Note maybe issued to another Lender hereunder as such Person becomes a party to this Agreement. From timeto time the Agent may require a Real Estate Term Note to be exchanged for a newly issued RealEstate Term Note to
-31-

 
accurately reflect the amount of each Lender’s Commitment-Real Estate Term Loan hereunder. Upon therequest of Agent, Borrower shall execute and deliver to Agent such new Real Estate Term Notes asrequested by Agent.     Section 3.3. Interest. The unpaid principal amount of the Real Estate Term Loan (and,therefore, the Real Estate Term Notes) shall bear interest to but excluding the maturity datethereof at a varying rate per annum equal from day to day to the lesser of (a) the Maximum Rate or(b) the Applicable Rate, and each change in the rate of interest charged on the Real Estate TermLoan shall become effective, without notice to Borrower, on the effective date of each change inthe Applicable Rate or the Maximum Rate, as the case may be; provided, however, if at any time therate of interest specified in clause (b) preceding shall exceed the Maximum Rate, thereby causingthe interest on the Real Estate Term Loan to be limited to the Maximum Rate, then any subsequentreduction in the Applicable Rate shall not reduce the rate of interest on the Real Estate Term Loanbelow the Maximum Rate until the aggregate amount of interest accrued on the Real Estate Term Loanequals the aggregate amount of interest which would have accrued on the Real Estate Term Loan ifthe interest rate specified in clause (b) preceding had at all times been in effect.Notwithstanding the foregoing, if any Event of Default has occurred and is continuing, theoutstanding principal of the Real Estate Term Loan shall, uponthe determination of the Majority Lenders (notice of which is provided by Agent to Borrower),bear interest at the Default Rate.     Section 3.4. Repayment of Principal and Interest. (a) Accrued and unpaid interest on the RealEstate Term Loan (and, therefore, the Real Estate Term Notes) shall be due and payable as follows:     (i) in the case of each Real Estate Term Loan Portion which is a Prime Rate Loan, oneach March 31, June 30, September 30 and December 31, commencing September 30, 2007;     (ii) in the case of each Real Estate Term Loan Portion which is a LIBOR Loan, on thelast day of each Interest Period therefor;     (iii) upon the payment or prepayment (mandatory or optional) of any Real Estate TermLoan Portion or the Conversion of any Real Estate Term Loan Portion (but only on theprincipal amount so paid, prepaid, or Converted); and     (iv) for all Real Estate Term Loan Portions, on the Maturity Date Real Estate TermLoan.     (b) Notwithstanding the foregoing, interest payable at the Default Rate shall be payable fromtime to time on demand.
-32-

 
     (c) The principal of the Real Estate Term Loan (and, therefore, the Real Estate Term Notes)shall be due and payable by Borrower as follows:     (i) Two (2) principal installments each in an amount equal to One Million Four HundredFifty-Two Thousand Five Hundred and No/100 Dollars ($1,452,500.00), shall be due andpayable on September 30, 2007 and December 31, 2007;     (ii) Four (4) principal installments each in an amount equal to Two MillionSeventy-Five Thousand and No/100 Dollars ($2,075,000.00), shall be due and payable on March31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008;     (iii) Five (5) principal installments each in an amount equal to Two Million FourHundred Ninety Thousand and No/100 Dollars ($2,490,000.00), shall be due and payable onMarch 31, 2009, June 30, 2009, September 30, 2009, December 31, 2009 and March 31, 2010;     (iv) One (1) principal installment in an amount equal to Two Million Five HundredNinety-Three Thousand Seven Hundred Fifty and No/100 Dollars ($ 2,593,750.00), shall be dueand payable on June 30, 2010; and     (v) a final installment in the amount of all outstanding principal shall be due andpayable on the Maturity Date Real Estate Term Loan.     Section 3.5. Mandatory Prepayment. (a) If at the end of any fiscal year of Borrower,commencing with the fiscal year ending December 31, 2007, (i) the Total Leverage Ratio is less than2.00 to 1.00, the Real Estate Term Loan shall be subject to mandatory prepayment in an amount equalto twenty-five percent (25%) of Excess Cash Flow for such fiscal year, and (ii) the Total LeverageRatio is equal to or greater than 2.00 to 1.00, the Real Estate Term Loan shall be subject tomandatory prepayment in an amount equal to fifty percent (50%) of Excess Cash Flow for such fiscalyear. Such mandatory prepayments shall be due and payable on that day which is one hundred twenty(120) days following the last day of each fiscal year of Borrower and shall be applied to theremaining principal payments due on the Real Estate Term Loan in inverse order of their maturities.     (b) The Real Estate Term Loan shall be subject to mandatory prepayment in an amount equal toone hundred percent (100%) of the insurance, condemnation or other proceeds received in connectionwith any casualty event, condemnation or other loss suffered by Borrower or any Subsidiary (“EventProceeds”); provided, however, that (i) if such Event Proceeds are less than or equal to$500,000.00, no mandatory prepayment shall be required, such Event Proceeds shall be paid toBorrower, and Borrower shall use such Event Proceeds to repair or restore the assets which gaverise to such Event Proceeds, and (ii) if such Event Proceeds are greater than $500,000.00, Agentmay determine that no mandatory prepayment is to be required and that such Event Proceeds are to bepaid to Borrower, and, in such event,
-33-

 
Borrower shall use such Event Proceeds to repair or restore the assets which gave rise to suchEvent Proceeds. Such mandatory prepayments shall be due on that date which is ten (10) daysfollowing the date on which Borrower or Agent receives any such Event Proceeds and shall be appliedto the remaining principal payments due on the Real Estate Term Loan in inverse order of theirmaturities.     (c) The Real Estate Term Loan shall be subject to mandatory prepayment in an amount equal toone hundred percent (100%) of the net proceeds of any sale or other disposition of assets ofBorrower or any Subsidiary (“Net Proceeds”); provided, however, that (i) if the aggregate amount ofthe Net Proceeds of all such sales or dispositions during any calendar year is less than$250,000.00, no mandatory prepayment shall be required, (ii) if (A) the aggregate amount of the NetProceeds of all such sales or dispositions during any calendar year is equal to or greater than$250,000.00 but less than $1,000,000.00, and (B) Borrower acquires replacement assets having a costat least equal to such Net Proceeds in which Agent has a first priority Lien, no mandatoryprepayment shall be required, and (iii) if the aggregate amount of the Net Proceeds of all suchsales or dispositions during any calendar year is equal to or greater than$1,000,000.00, Agent may determine that no mandatory prepayment is to be required if Borroweracquires replacement assets having a cost at least equal to such Net Proceeds in which Agent has afirst priority Lien. Any such mandatory prepayments shall be due on that date which is ten (10)days following the date on which Borrower or Agent receives any such Net Proceeds which results inthe obligation to make a mandatory prepayment, and shall be applied to the remaining principalpayments due on the Real Estate Term Loan in inverse order of their maturities. Notwithstandingany provision of this Agreement or any Loan Document to the contrary, Borrower or any Subsidiarymay sell or convey its assets, other than the assets described in the Pledge Agreements, free andclear of the Liens created by the Loan Documents, provided that any such sale or conveyance issubject to the provisions of, and in accordance with, this Section 3.5(c).     (d) The Real Estate Term Loan shall be subject to mandatory prepayment in an amount equal toone hundred percent (100%) of the net proceeds from any issuance of debt securities, excluding (i)any proceeds from any issuance by Borrower of equity securities and (ii) cash proceeds used inconjunction with any acquisition; provided however, that the Senior Subordinated Note shall notconstitute debt securities for purposes of this Section 3.5(d). Such mandatory prepayments shall bedue on the date on which such debt securities are issued and shall be applied to the remainingprincipal payments due on the Real Estate Term Loan in inverse order of their maturities.     Section 3.6. Designation of Real Estate Term Loan Portions. Not less than two (2) BusinessDays prior to the Closing Date, Borrower shall designate the amount of the Real Estate Term LoanPortions to Lender in writing, and such designation shall specify the Type of each Real Estate TermLoan Portion and, in the case of each Real Estate Term Loan Portion which is to be a LIBOR Loan,the duration of the Interest Period therefor; provided that at all times (a) the sum of all theReal Estate Term Loan Portions shall equal the outstanding
-34-

 
principal balance of the Real Estate Term Loan, (b) each Real Estate Term Loan Portion shall be inan amount which is not less than $1,000,000.00, and (c) at any time there can be no more than five(5) Real Estate Term Loan Portions. Borrower at any time may redesignate the amounts of, andConvert and Continue the Real Estate Term Loan Portions, but only to be effective from and afterthe end of the Interest Period therefor if such Real Estate Term Loan Portion is a LIBOR Loan, andsubject to the terms and provisions of this Agreement, including Sections 5.7, 5.8 and 5.9 hereof.     Section 3.7. Use of Proceeds. The proceeds of the Real Estate Term Loan (a) were originallyused to partially finance the acquisition of the stock of Orion Marine Group Holdings, Inc., aNevada corporation by Borrower (when it was Hunter Acquisition Corp., a Delaware corporation) and(b) shall be used to refinance existing indebtedness and for general working capital purposes.ARTICLE IV.AcquisitionTerm Loan     Section 4.1. Acquisition Term Loan. Subject to the terms and conditions of this Agreement,Lenders agree severally to make the Acquisition Term Loan to Borrower in one or more AcquisitionAdvances from time to time from the date hereof to and including the Termination Date AcquisitionAdvances in an aggregate principal amount up to but not exceeding each such Lender’sCommitment-Acquisition Term Loan; provided that the aggregate amount of all Acquisition Advancesshall not exceed the Combined Commitments-Acquisition Term Loan. Lenders shall have no obligationto make any Acquisition Advance if an Event of Default or an Unmatured Event of Default hasoccurred and is continuing unless waived by Majority Lenders. The obligations of the Lenders underthe Commitments-Acquisition Term Loan are several and not joint. The failure of any Lender to makean Acquisition Advance required to be made by it shall not relieve any other Lender of itsobligation to make its Acquisition Advance, and no Lender shall be responsible for the failure ofany other Lender to make an Acquisition Advance to be made by such other Lender. No Lender shallever be required to lend hereunder in excess of its legal lending limit. Borrower may not reborrowany Acquisition Advance which has been repaid. No Acquisition Advance shall be made after theTermination Date Acquisition Advances.     Section 4.2. Acquisition Term Notes. The obligation of Borrower to repay Acquisition Term Loanshall be evidenced by the Acquisition Term Notes, executed by Borrower, payable to the order ofeach Lender who has a Commitment-Acquisition Term Loan, respectively in the principal amount ofsuch Lender’s Commitment-Acquisition Term Loan. From time to time a new Acquisition Term Note maybe issued to another Lender hereunder as such Person becomes a party to this Agreement. From timeto time the Agent may require an Acquisition Term Note to be exchanged for a newly issuedAcquisition Term Note to accurately reflect the
-35-

 
amount of each Lender’s Commitment-Acquisition Term Loan hereunder. Upon the request of Agent,Borrower shall execute and deliver to Agent such new Acquisition Term Notes as requested by Agent.     Section 4.3. Interest. The unpaid principal amount of Acquisition Advances (and, therefore,the Acquisition Term Notes) shall bear interest prior to maturity at a varying rate per annum equalfrom day to day to the lesser of (a) the Maximum Rate or (b) the Applicable Rate, and each changein the rate of interest charged on the Acquisition Term Loan shall become effective, without noticeto Borrower on the effective date of each change in the Applicable Rate or the Maximum Rate, as thecase may be; provided, however, if at any time the rate of interest specified in clause (b)preceding shall exceed the Maximum Rate, thereby causing the interest on the Acquisition Term Loanto be limited to the MaximumRate, then any subsequent reduction in the Applicable Rate shall not reduce the rate ofinterest on the Acquisition Term Loan below the Maximum Rate until the aggregate amount of interestaccrued on the Acquisition Term Loan equals the aggregate amount of interest which would haveaccrued on the Acquisition Term Loan if the interest rate specified in clause (b) preceding had atall times been in effect. Notwithstanding the foregoing, if any Event of Default has occurred andis continuing, the outstanding principal of the Acquisition Term Loan shall, upon the determinationof the Majority Lenders, bear interest at the Default Rate.     Section 4.4. Repayment of Principal and Interest. (a) Accrued and unpaid interest on theAcquisition Term Loan (and, therefore, the Acquisition Term Notes) shall be due and payable asfollows:     (i) in the case of each Acquisition Advance which is a Prime Rate Loan, on each March31, June 30, September 30 and December 31, commencing September 30, 2007;     (ii) in the case of each Acquisition Advance which is a LIBOR Loan, on the last day ofeach Interest Period therefor;     (iii) upon the payment or prepayment (mandatory or optional) of any AcquisitionAdvance or the Conversion of any Acquisition Advance (but only on the principal amount sopaid, prepaid, or Converted); and     (iv) for all Acquisition Advances, on the Maturity Date Acquisition Term Loan.     (b) Notwithstanding the foregoing, interest payable at the Default Rate shall be payable fromtime to time on demand.     (c) The principal of the Acquisition Term Loan (and, therefore, the Acquisition Term Notes)shall be due and payable by Borrower as follows:
-36-

 
     (i) seven (7) quarterly installments each in the principal amount equal to two andone-half percent (2.50%) of the outstanding principal balance of the Acquisition Term Loanon the Termination Date Acquisition Advances, shall be due and payable on each March 31,June 30, September 30 and December 31, commencing December 31, 2008 until and includingJune 30, 2010;     (ii) quarterly installments each in the principal amount equal to two and one-halfpercent (2.50%) of the amount of any Combined Commitments-Acquisition Term Loan Increasewhich occurs at any time after the Termination Date Acquisition Advances shall be due andpayable on each March 31, June 30, September 30 and December 31, commencing with the firstsuch date occurring after the calendar quarter inwhich such Combined Commitments-Acquisition Term Loan Increase occurs; and     (iii) a final installment in the amount of all outstanding principal shall be due andpayable on the Maturity Date Acquisition Term Loan.     Section 4.5.Mandatory Prepayment. (a) If the Real Estate Term Loan has been paid in full, theAcquisition Term Loan shall be subject to mandatory prepayment if at the end of any fiscal year ofBorrower, commencing with the fiscal year ending December 31, 2007, (i) the Total Leverage Ratio isless than 2.00 to 1.00, in an amount equal to twenty-five percent (25%) of Excess Cash Flow forsuch fiscal year, and (ii) the Total Leverage Ratio is equal to or greater than 2.00 to 1.00, in anamount equal to fifty percent (50%) of Excess Cash Flow for such fiscal year. Such mandatoryprepayments shall be due and payable on that day which is one hundred twenty (120) days followingthe last day of each fiscal year of Borrower and shall be applied to the remaining principalpayments due on the Acquisition Term Loan in inverse order of their maturities.     (b) If the Real Estate Term Loan has been paid in full, the Acquisition Term Loan shall besubject to mandatory prepayment in an amount equal to one hundred percent (100%) of the insurance,condemnation or other proceeds received in connection with any casualty event, condemnation orother loss suffered by Borrower or any Subsidiary (“Event Proceeds”); provided, however, that (i)if such Event Proceeds are less than or equal to $500,000.00, no mandatory prepayment shall berequired, such Event Proceeds shall be paid to Borrower, and Borrower shall use such Event Proceedsto repair or restore the assets which gave rise to such Event Proceeds, and (ii) if such EventProceeds are greater than $500,000.00, Agent may determine that no mandatory prepayment is to berequired and that such Event Proceeds are to be paid to Borrower, and, in such event, Borrowershall use such Event Proceeds to repair or restore the assets which gave rise to such EventProceeds. Such mandatory prepayments shall be due on that date which is ten (10) days following thedate on which Borrower or Agent receives any such Event Proceeds and shall be applied to theremaining principal payments due on the Acquisition Term Loan in inverse order of their maturities.
-37-

 
     (c) If the Real Estate Term Loan has been paid in full, the Acquisition Term Loan shall besubject to mandatory prepayment in an amount equal to one hundred percent (100%) of the netproceeds of any sale or other disposition of assets of Borrower or any Subsidiary (“Net Proceeds”);provided, however, that (i) if the aggregate amount of the Net Proceeds of all such sales ordispositions during any calendar year is less than $250,000.00, no mandatory prepayment shall berequired, (ii) if (A) the aggregate amount of the Net Proceeds of all such sales or dispositionsduring any calendar year is equal to or greater than $250,000.00 but less than $1,000,000.00, and(B) Borrower acquires replacement assets having a cost at least equal to such Net Proceeds in whichAgent has a first priority Lien, no mandatory prepayment shall be required, and(iii) if the aggregate amount of the Net Proceeds of all such sales or dispositions during anycalendar year is equal to or greater than $1,000,000.00, Agent may determine that no mandatoryprepayment is to be required if Borrower acquires replacement assets having a cost at least equalto such Net Proceeds in which Agent has a first priority Lien. Any such mandatory prepayments shallbe due on that date which is ten (10) days following the date on which Borrower or Agent receivesany such Net Proceeds which results in the obligation to make a mandatory prepayment, and shall beapplied to the remaining principal payments due on the Acquisition Term Loan in inverse order oftheir maturities. Notwithstanding any provision of this Agreement or any Loan Document to thecontrary, Borrower or any Subsidiary may sell or convey its assets, other than the assets describedin the Pledge Agreements, free and clear of the Liens created by the Loan Documents, provided thatany such sale or conveyance is subject to the provisions of, and in accordance with, this Section4.5(c).     (d) If the Real Estate Term Loan has been paid in full, the Acquisition Term Loan shall besubject to mandatory prepayment in an amount equal to one hundred percent (100%) of the netproceeds from any issuance of debt securities, excluding any (i) proceeds from any issuance byBorrower of equity securities and (ii) cash proceeds used in conjunction with any acquisition;provided however, that the Senior Subordinated Note shall not constitute debt securities forpurposes of this Section 4.5(d). Such mandatory prepayments shall be due on the date on which suchdebt securities are issued and shall be applied to the remaining principal payments due on theAcquisition Term Loan in inverse order of their maturities.     Section 4.6. Requests for Acquisition Advances. Borrower shall request each AcquisitionAdvance by delivering to Agent an Acquisition Advance Request Form (a) stating the amount of theAcquisition Advance, (b) stating the date on which Borrower desires that the Acquisition Advance befunded, (c) stating the Type of the Acquisition Advance, and (d) if such Acquisition Advance is aLIBOR Loan, designating the Interest Period thereof. Each Acquisition Advance Request Form shall beaccompanied by documentation satisfactory to Agent related such Acquisition Advance. EachAcquisition Advance Request Form shall be delivered to Agent at least (i) in the case of eachAcquisition Advance which is to be a Prime Rate Loan, (A) not later than 11:00 a.m. on any BusinessDay, in which case such Acquisition Advance shall be funded on such Business Day (if all otherconditions contained in this Agreement are satisfied) or (B) after 11:00 a.m. on any Business Day,in which case, such
-38-

 
Acquisition Advance shall be funded on the next succeeding Business Day (if all other conditionscontained in this Agreement are satisfied), and (ii) in the case of each Acquisition Advance whichis to be a LIBOR Loan, at least three (3) Business Days before the date on which Borrower desiresthat the Acquisition Advance be funded; provided that (x) no Acquisition Advance which is a LIBORLoan may be in an amount which is less than $1,000,000.00, and (y) at any time there can be no morethan five (5) Interest Periods in effect for the AcquisitionAdvances. Borrower at any time may redesignate the amounts of, and Convert and Continue theAcquisition Advances, subject to the terms and provisions of this Agreement, including Sections5.7, 5.8 and 5.9 hereof.     Section 4.7. Use of Proceeds. The proceeds of the Acquisition Term Loan shall be used forgeneral corporate purposes, including to finance Acquisitions permitted by this Agreement and forcapital expenditures.     Section 4.8. Increase of the Combined Commitments-Acquisition Term Loan. (a) Borrower mayeffectuate up to two (2) separate increases in the aggregate Combined Commitments-Acquisition TermLoan (each such increase being a “Combined Commitments-Acquisition Term Loan Increase”), bydesignating either one or more of the existing Lenders (each of which, in its sole discretion, maydetermine whether and to what degree to participate in such Combined Commitments-Acquisition TermLoan Increase) or one or more other banks or other financial institutions (reasonably acceptable toAgent) that at the time agree, in the case of any such bank or financial institution that is anexisting Lender to increase its Commitment-Acquisition Term Loan as such Lender shall so select (an“Increasing Lender”) and, in the case of any other such bank or financial institution (an“Additional Lender”), to become a party to this Agreement; provided, however, that (i) eachCombined Commitments-Acquisition Term Loan Increase shall be in an amount at least equal to$5,000,000.00, (ii) the aggregate amount of all Combined Commitments-Acquisition Term LoanIncreases and Combined Commitments-Revolving Advances Increases (as defined in Section 2.17) shallnot exceed $25,000,000.00, and (iii) all Commitments-Acquisition Term Loan and Acquisition Advancesprovided pursuant to a Combined Commitments-Acquisition Term Loan Increase shall be available onthe same terms as those applicable to the existing Commitments-Acquisition Term Loan andAcquisition Advances. The sum of the increases in the Commitments-Acquisition Term Loan of theAdditional Lenders upon giving effect to a Combined Commitments-Acquisition Term Loan Increaseshall not, in the aggregate, exceed the amount of such Combined Commitments-Acquisition Term LoanIncrease minus the increase in the Combined Commitments-Acquisition Advances of the IncreasingLenders. Borrower shall provide prompt notice of any proposed Combined Commitments-Acquisition TermLoan Increase pursuant to clause (a) above to Agent. This Section 4.8 shall not be construed tocreate any obligation on Agent or any Lender to advance or to commit to advance any credit toBorrower or to arrange for any other Person to advance or to commit to advance any credit toBorrower.
-39-

 
     (b) A Combined Commitments-Acquisition Term Loan Increase shall become effective upon thereceipt by Agent of (i) a fee on the amount of the Combined Commitments-Acquisition Term LoanIncrease based upon prevailing market rates at the time of such Combined Commitments-AcquisitionTerm Loan Increase, (ii) an agreement in form and substance reasonably satisfactory to Agent signedby Borrower, each Increasing Lender and each Additional Lender, as applicable, setting forth theCommitments-Acquisition Term Loan of each such Lender, and in the case of an Additional Lender,setting forth the agreement of such Additional Lender to become a party to this Agreement and to bebound by all the terms and provisions hereof binding upon each Lender, (iii) such evidence ofappropriate authorization on the part of Borrower with respect to such CombinedCommitments-Acquisition Term Loan Increase as Agent may reasonably request, and (iv) receipt byAgent of a certificate of an Authorized Representative of Borrower stating that, both before andafter giving effect to such Combined Commitments-Acquisition Term Loan Increase, no Event ofDefault or Unmatured Event of Default has occurred and is continuing, and that all representationsand warranties made by Borrower in this Agreement are true and correct in all material respects,unless such representation or warranty relates to an earlier date which remains true and correct asof such earlier date.     Section 4.9. Unused Commitment Fee; Reduction or Termination of CombinedCommitments-Acquisition Term Loan. Borrower agrees to pay to Agent for the Pro Rata-AcquisitionAdvances benefit of the Lenders a commitment fee on the average daily unused portion of theCombined Commitments-Acquisition Term Loan, from and including the Closing Date to, but excludingthe Termination Date Acquisition Advances, at the rate set forth below based on a 360 day year andthe actual number of days elapsed, payable quarterly, in arrears, and on the Termination DateAcquisition Advances.     Total Leverage Ratio Commitment FeeLess than 1.00 to 1.00  0.200%Equal to or greater than 1.00 to 1.00 but less than 1.50 to 1.00  0.250%Equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00  0.250%Equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00  0.300%Equal to or greater than 2.50 to 1.00  0.375%For the purpose of calculating the commitment fee hereunder, the Combined Commitments-AcquisitionTerm Loan shall be deemed utilized by the amount of all outstanding Acquisition Advances. Borrowershall have the right at any time to terminate in whole or from time to time to irrevocably reducein part the Combined Commitments-Acquisition Term Loan upon at least three (3) BusinessDays prior notice to Agent specifying the effective date thereof, whether a termination orreduction is being made, and the amount of any partial reduction;
-40-

 
provided, however, the Combined Commitments-Acquisition Term Loan shall never be reduced below anamount equal to the outstanding Acquisition Advances. Any such reduction in the CombinedCommitments-Acquisition Term Loan shall take effect Pro Rata. The Combined Commitments-AcquisitionTerm Loan may not be reinstated after they have been terminated or reduced.ARTICLE V.Payments; Additional Matters with Respect to