Exhibit
10.1


FIRST AMENDMENT 

TO

INTERNATIONAL LETTER OF CREDIT AGREEMENT


THIS FIRST AMENDMENT TO INTERNATIONAL LETTER OF CREDIT
AGREEMENT is dated as of the 16th day of July, 2007 (this “First Amendment”),
and entered into among GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware
corporation (the “Borrower”), GREAT LAKES DREDGE & DOCK COMPANY,
LLC, a Delaware limited liability company (the “Guarantor”), and WELLS
FARGO HSBC TRADE BANK, N.A. (the “Bank”).


BACKGROUND:


A.            The Borrower, the Guarantor and Bank entered into an
International Letter of Credit Agreement, dated as of September 29, 2006
(the “Agreement”).  Unless
specifically defined or redefined below, capitalized terms used herein shall
have the meanings ascribed thereto in the Agreement.


B.            The Borrower has requested an amendment to the Agreement.


C.            The Bank hereby agrees to amend the Agreement, subject to
the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the covenants,
conditions and agreements hereafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are all hereby acknowledged,
the Borrower, the Guarantor and the Bank covenant and agree as follows:


SECTION 1.  AMENDMENTS.


(a)           Amendment to
Section 2.1(a).  Section 2.1(a)
of the Agreement is hereby amended and restated to read as follows:


(a)           Upon the terms and
conditions and relying upon the representations and warranties herein set
forth, the Bank agrees to issue standby Letters of Credit for the account of
the Borrower up to an aggregate face amount not exceeding at any one time
outstanding the lesser of (i) $24,000,000.00 (such amount, as it may be
reduced from time to time pursuant to Section 3.6, being the Bank’s “Commitment”)
or (ii) the International Borrowing Base.


(b)           Amendment to
Section 4.1.  Section 4.1 of the
Agreement is hereby amended and restated to read as follows:













Facility Fee. 
The Borrower shall pay to the Bank (i) on July 16, 2007, a
non-refundable facility fee in an amount equal to the product of
(x) $4,000,000 and (y) the Annual Facility Fee Percentage, prorated
for the period of time from July 16, 2007, through the Loan Facility
Anniversary Date, and (ii) on each Loan Facility Anniversary Date (other
than the Maturity Date), a non-refundable facility fee in an amount equal to
the product of (x) the Commitment and (y) the Annual Facility Fee
Percentage.


(c)           Amendment to
Section 9.5.  Section 9.5 of the
Agreement is hereby amended and restated to read as follows:


9.5           Financial
Covenants


(a)           Maximum Total Leverage. The
Borrower and its consolidated Subsidiaries shall not permit the ratio (the “Total
Leverage Ratio”) of (i) the aggregate unpaid principal amount of Total
Funded Debt as of the last day of any Fiscal Quarter ending during the periods
described below to (ii) Adjusted Consolidated EBITDA for the four (4)
consecutive Fiscal Quarter period ending as of such date, to exceed the
corresponding ratio set forth below opposite such period:




	
  Period

  	
   

  	
   

  	
   

  	
  Ratio

  	
   

  
	
  July 16,
  2007 through and including September 30, 2008

  	
   

  	
  6.00 to 1.00

  	
   

  
	
  October 1,
  2008 through and including September 30, 2009

  	
   

  	
  5.50 to 1.00

  	
   

  
	
  October 1, 2009
  and thereafter

  	
   

  	
  5.00 to 1.00

  	
   

  






 


(b)           Interest Coverage Ratio.  The Borrower and its consolidated
Subsidiaries shall not permit the ratio (the “Interest Coverage Ratio”)
of (i) Adjusted Consolidated EBITDA for any four (4) consecutive
Fiscal Quarter period ending as of the last day of any Fiscal Quarter ending
during the periods described below to (ii) Interest Expense for such
period ending as of such date, to be less than the corresponding ratio set
forth below opposite such period:




	
  Period

  	
   

  	
   

  	
   

  	
  Ratio

  	
   

  
	
  July 16,
  2007 through and including December 31, 2008

  	
   

  	
  1.75 to 1.00

  	
   

  
	
  January 1, 2009
  and thereafter

  	
   

  	
  2.00 to 1.00

  	
   

  






 


(d)           Amendment to
Section 10.1(n)  Section 10.1(n) of
the Agreement is hereby amended and restated to read as follows:


(n)           Change
of Control.              A change in
control pursuant to Section 7.1(j) (or such comparable section)  of the Domestic Credit Agreement shall occur;
or



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(e)           Amendments to
Exhibit “A” of the Agreement. 
(i)  The following definitions in
Exhibit “A” of the Agreement are hereby amended and restated in their entirety,
to read as follows:


“Adjusted
Consolidated EBITDA” means EBITDA adjusted as required or permitted
by Regulation S-X of the 1933 Act, but in any event in a manner consistent with
the Borrower’s applicable filings submitted with the Securities and Exchange
Commission.


“Domestic Credit Agreement” shall mean the
Credit Agreement dated as of June 12, 2007, among the Borrower, the other
Loan Parties from time to time party thereto, the financial institutions from
time to time party thereto and LaSalle Bank National Association, as
Administrative Agent, Swing Line Lender and an Issuing Lender, as the same may
be amended, restated, supplemented, modified, refunded, refinanced or replaced,
in whole or in part, from time to time.


“Domestic Lenders” shall mean LaSalle Bank
National Association, as administrative agent, and other agents, arrangers and
lenders now or hereafter party to the Domestic Credit Agreement.


“EBITDA”
means, with respect to any period, as determined in accordance with GAAP, the
sum of the amounts for such period of Net Income, (a) plus,
without duplication and to the extent reflected as a charge in the consolidated
statement of such Net Income for such period: (i) depreciation, depletion and
amortization expense, (ii) federal, state, local and foreign income taxes,
(iii) Interest Expense, (iv) transaction fees and expenses incurred in
connection with the Transactions (as defined in the Domestic Credit Agreement)
to the extent not capitalized and to the extent not exceeding in the aggregate
$3,000,000, (v) non-cash charges and losses (excluding any such non-cash charges
or losses to the extent (x) there were cash charges with respect to such
charges and losses in past accounting periods or (y) there is a reasonable
expectation that there will be cash charges with respect to such charges and
losses in future accounting periods), (vi) any amounts included in the
calculation of Net Income for amortization or non-cash charges for the
write-off or impairment of goodwill, intangibles or other purchase accounting
adjustments related to the accounting for the Transactions or other
acquisitions under GAAP (including Financial Accounting Standards No. 141 and
142), (vii) fees and expenses incurred in connection with the Bonding Agreement
(as defined in the Domestic Credit Agreement) and the Equipment Financing Debt
(as defined in the Domestic Credit Agreement), (viii) Net Income attributable
to the minority equity interest in NASDI (as defined in the Domestic Credit
Agreement) that is not 



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owned by the Borrower to
the extent the Net Income in respect of such minority equity interest is
received by the Borrower and (ix) transaction fees and expenses incurred in
connection with the acquisition of the vessels Ohio and
Terrapin Island to the extent not
capitalized, and (b) minus, without duplication, (i) non-cash gains
(excluding any such non-cash gains to the extent (x) there were cash gains with
respect to such gains in past accounting periods or (y) there is a reasonable
expectation that there will be cash gains with respect to such gains in future
accounting periods) and (ii) Net Income attributable to the minority equity
interest in NASDI that is not owned, directly or indirectly, by the Borrower to
the extent the Net Income in respect of such minority equity interest is
distributed to the holder or holders of such minority equity interest and (c) plus,
without duplication, cash dividends received by the Borrower or any Subsidiary
from Amboy Aggregates, a New Jersey joint venture, and any other equity joint
ventures.


“GAAP”
means generally accepted accounting principles set forth in the rules,
regulations, statements, opinions and pronouncements of the American Institute
of Certified Public Accountants and of the Financial Accounting Standards Board
(or agencies with similar functions of comparable stature and authority within
the accounting profession), except as provided in the definitions of “Debt” and
“Interest Expense” in respect of the treatment of Capital Stock of the Borrower
pursuant to Statement of Financial Accounting Standards No. 150 (“FAS 150”),
which, subject to Section 1.3, are
applicable to the circumstances as of the date of determination.


“Interest
Expense” means, for any Fiscal Quarter, the aggregate consolidated
interest expense (net of interest income) of the Borrower and its consolidated
Subsidiaries for such Fiscal Quarter, as determined in accordance with GAAP,
including (i) Non-Use Fees (as defined in the Domestic Credit Agreement) paid
or payable during such Fiscal Quarter, (ii) all other fees paid or payable with
respect to the issuance or maintenance of any Guaranty or contingent Debt
(including Letters of Credit (as defined in the Domestic Credit Agreement) but
excluding fees paid under the Bonding Agreement (as defined in the Domestic
Credit Agreement)), which, in accordance with GAAP, would be included as
interest expense, (iii) net costs or benefits under any Rate Protection
Agreement (excluding (A) any gain or loss recognized under GAAP resulting from
the mark to market valuation of any Rate Protection Agreement and (B) the costs
of any commodity hedging transaction or foreign currency hedging transaction)
and (iv) the portion of any payments made in respect of Capitalized Rentals of
the Borrower and its consolidated Subsidiaries allocable to interest expense,
but excluding any amortization 



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of costs and expenses
incurred in connection with, and relating to, this Agreement or other
financings permitted by this Agreement. 
Notwithstanding the foregoing, “Interest Expense” shall not include (a)
any non-cash dividends or other non-cash payments in respect of any Capital
Stock of the Borrower that is not included in the definition of “Debt” pursuant
to the last sentence of such definition or (b) the positive or negative mark to
market value of any interest rate hedging transaction.


“Maturity Date” shall mean September 29,
2009.


“Note” shall mean the Amended and
Restated International Revolving Note executed by the Borrower, as of
July 16, 2007, and payable to the Bank, in the original principal amount
of Twenty-Four Million and No/100 Dollars ($24,000,000.00) and each renewal,
increase, extension, amendment, replacement, modification or other
re-arrangement thereof.


“Restricted
Payments” means (i) any dividend or other distribution on
account of any shares of any class of Capital Stock of the Borrower or any Subsidiary
of the Borrower that is not a wholly-owned Subsidiary of the Borrower
(including, without limitation, any class of preferred stock) now or hereafter
outstanding (except a dividend payable solely in shares or any warrants,
options or other rights with respect thereto or rights to acquire shares, of
common stock of the Borrower or any Subsidiary of the Borrower), (ii) any
redemption, retirement, repurchase, sinking fund or similar payment, purchase
or other acquisition for value of any shares of any class of Capital Stock of
the Borrower or any Subsidiary of the Borrower that is not a wholly-owned
Subsidiary of the Borrower now or hereafter outstanding or any warrants,
options or other rights with respect thereto, (iii) any voluntary or
mandatory redemption, repurchase, retirement, sinking fund payment or other
payment of principal with respect to the Note Indenture Obligations (as defined
in the Domestic Credit Agreement), or any voluntary payment or other prepayment
of interest with respect to the Note Indenture Obligations, except in each case
in connection with a Permitted Note Refinancing (as defined in the Domestic
Credit Agreement) or (iv) any payment made to redeem, purchase, repurchase
or retire, or to obtain the surrender of any outstanding warrants, options or
other rights to acquire shares of any class of Capital Stock of the Borrower or
any of its Subsidiaries.


(ii)           The definition of “Debt” is hereby
amended, by deleting the last sentence therefrom, and substituting in lieu the following:


For the avoidance of doubt and
notwithstanding the requirements of GAAP, Capital Stock issued by Borrower
hereafter shall not constitute Debt (including for the purpose of the covenants
in Section 9.5) so long as 



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such Capital Stock does not require any cash
payments or dividends thereon or require any mandatory redemption or repurchase
prior to the date one year after the maturity of the Obligations (as defined in
the Domestic Credit Agreement).


(iii)          The following definitions in Exhibit “A”
of the Agreement are hereby deleted in their entirety:  Base Capital Expenditures Amount, Capital
Expenditures, Holdings, Senior Debt and Senior Leverage Ratio.


(f)            All references in
the Agreement to “Holdings” are hereby deleted.


(g)           The International
Revolving Note, in the form of Exhibit B to the Agreement, is
hereby amended to be in the form of Exhibit B to this First
Amendment.


SECTION 2.  REPRESENTATIONS
AND WARRANTIES TRUE; NO EVENT OF DEFAULT. 
By its execution and delivery hereof, the Borrower represents and warrants
that, as of the date hereof:


(a)           (i) the
Borrower has all requisite power and authority to execute and deliver this
First Amendment, (ii) this First Amendment has been duly executed and
delivered by the Borrower, and (iii) this First Amendment and the
Agreement, as amended hereby, constitute valid and legally binding obligations
of the Borrower, enforceable against the Borrower in accordance with their
respecitve terms, except as limited by Debtor Laws;


(b)           there exists no
Event of Default or Default under the Agreement both before and after giving
effect to this First Amendment;


(c)           the representations
and warranties set forth in the Agreement and other International Loan
Documents are true and correct in all material respects on the date hereof both
before and after giving effect to this First Amendment, except to the extent
that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct in all material respects as of
such earlier date;


(d)           the Agreement, as
amended hereby, and the other International Loan Documents remain in full force
and effect; and


(e)           neither the
execution, delivery and performance of this First Amendment or the Agreement,
as amended hereby, nor the consummation of any transactions contemplated herein
or therein, will (a) contravene the terms of the Organization Documents of the
Borrower, (b) violate any Governmental Requirement or (c) conflict with any
Obligation to which the Borrower is a party; except in the case of clauses (b)
and (c) above to the extent that such conflict could not reasonably be expected
to have a Material Adverse Effect.



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SECTION 3.  CONDITIONS TO
EFFECTIVENESS.  All provisions of
this First Amendment shall be effective upon receipt by the Bank of executed
signature pages from the Borrower, the Guarantor and the Bank.


SECTION 4.  ACKNOWLEDGEMENT
AND AGREEMENT OF GUARANTOR.  Guarantor hereby (i) consents to the
terms and execution hereof; (ii) reaffirms its obligations to the Bank
pursuant to the terms of its Guaranty; and (iii) acknowledges that the
Bank may amend, restate, extend, renew or otherwise modify the Agreement and
any indebtedness or agreement of the Borrower, or enter into any agreement or
extend additional or other credit accommodations, without notifying or
obtaining the consent of the Guarantor and without impairing the liability of
the Guarantor under its Guaranty for all of the Borrower’s present and future
indebtedness to the Bank.


SECTION 5.  REFERENCE TO THE
AGREEMENT.


(a)           Upon the
effectiveness of this First Amendment, each reference in the Agreement to “this
Agreement”, “hereunder”, or words of like import shall mean and be a reference
to the Agreement, as affected and amended hereby.


(b)           The Agreement, as
amended by the amendments referred to above, shall remain in full force and
effect and is hereby ratified and confirmed.


SECTION 6.  COSTS, EXPENSES
AND TAXES.  The Borrower agrees to
pay all reasonable out-of-pocket costs and expenses incurred by the Bank in
connection with the preparation, reproduction, execution and delivery of this
First Amendment and the other instruments and documents to be delivered
hereunder (including the reasonable fees, charges and disbursements of counsel
with respect thereto).


SECTION 7.  EXECUTION IN
COUNTERPARTS.  This First Amendment
may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which when taken together shall constitute
but one and the same instrument.  For
purposes of this First Amendment, a counterpart hereof (or signature page
thereto) signed and transmitted by any Person party hereto to the Bank (or its
counsel) by facsimile machine, telecopier or electronic mail is to be treated
as an original.  The signature of such
Person thereon, for purposes hereof, is to be considered as an original
signature, and the counterpart (or signature page thereto) so transmitted is to
be considered to have the same binding effect as an original signature on an
original document.


SECTION 8.  HEADINGS.  Section headings in this First Amendment are
included herein for convenience of reference only and shall not constitute a
part of this First Amendment for any other purpose.



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SECTION 9.  ENTIRE AGREEMENT.  THIS FIRST AMENDMENT AND THE OTHER
INTERNATIONAL LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


SECTION 10.  GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO ITS CONFLICTS OF LAW PRINCIPLES (OTHER THAN PROVISIONS OF 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


SECTION 11.  WAIVERS OF JURY
TRIAL.  TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAWS, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES UNDER THIS FIRST AMENDMENT OR INTERNATIONAL LOAN DOCUMENTS, OR ARISING
FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS FIRST
AMENDMENT OR ANY INTERNATIONAL LOAN DOCUMENT AND AGREE THAT ANY ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.




REMAINDER OF PAGE LEFT INTENTIONALLY BLANK






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IN WITNESS WHEREOF, this First Amendment to Agreement
is executed as of the date first set forth above.


	
  

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES DREDGE & DOCK CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Deborah A. Wensel

  
	
   

  	
   

  	
  Deborah A. Wensel

  
	
   

  	
   

  	
  Senior Vice President, Chief Financial 

  
	
   

  	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES DREDGE & DOCK COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Deborah A. Wensel

  
	
   

  	
   

  	
  Deborah A. Wensel

  
	
   

  	
   

  	
  Senior Vice President, Chief Financial 

  
	
   

  	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO HSBC TRADE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Corder

  
	
   

  	
   

  	
  Name: 

  	
  Robert Corder

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 



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