Exhibit 10.2 Amendment to Credit Agreement




THIRD AMENDMENT TO CREDIT AGREEMENT






THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and  entered  into  as  of  June  15,  2015  by and  among  ORION  MARINE  GROUP,  INC.,  a Delaware corporation (the “Borrower”); each of the Lenders which is a party to the Credit Agreement (as defined below) (individually, a “Lender” and, collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).


RECITALS


A.        The Borrower, the Lenders and the Administrative Agent executed and delivered that certain Credit Agreement dated as of June 25, 2012, as amended by instruments dated as of April 30, 2013 and June 27, 2014.   Said Credit Agreement, as amended, supplemented and restated, is herein called the “Credit Agreement”.  Any capitalized term used in this Amendment and not otherwise defined shall have the meaning ascribed to it in the Credit Agreement.


B.        The Borrower, the Lenders and the Administrative Agent desire to amend the
Credit Agreement in certain respects.


NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Administrative Agent do hereby agree as follows:


SECTION 1. Amendments to Credit Agreement.


(a)       The definition of “Revolving Maturity Date” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read in its entirety as follows:


“Revolving Maturity Date” means June 30, 2016.


(b)       The definition of “Term Loan Maturity Date” set forth in Section 1.01 of the
Credit Agreement is hereby amended to read in its entirety as follows:


“Term Loan Maturity Date” means June 30, 2016.


SECTION 2. Ratification.  Except as expressly amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect.   None of the rights, title and interests existing and to exist under the Credit Agreement are hereby released, diminished or impaired, and the Borrower hereby reaffirms all covenants, representations and warranties in the Credit Agreement.


SECTION 3. Expenses.     The  Borrower  shall  pay  to  the  Administrative  Agent  all reasonable fees and expenses of its legal counsel incurred in connection with the execution of this Amendment.









SECTION 4. Certifications.  The Borrower hereby certifies that after the effectuation of this  Amendment  (a)  no  event  has  occurred  and  is  continuing  which  would  reasonably  be expected to have a Material Adverse Effect and (b) no Default or Event of Default has occurred and is continuing.


SECTION 5. Miscellaneous.  This Amendment (a) shall be binding upon and inure to the benefit  of  the  Borrower,  the  Lenders  and  the  Administrative  Agent  and  their  respective successors, assigns, receivers and trustees; (b) may be modified or amended only by a writing signed by the required parties; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts  by the  parties  hereto  on  separate  counterparts,  and  each  counterpart,  when  so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement and (e) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.   The headings herein shall be accorded no significance in interpreting this Amendment.






NOTICE PURSUANT TO TEX. BUS. & COMM. CODE §26.02


THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN 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 BETWEEN THE PARTIES.


[Signature Pages Follow]









IN WITNESS  WHEREOF,  the Borrower,  the Lenders  and the Administrative   Agent have caused this  Amendment   to be signed by their  respective  duly  authorized  officers,  effective  as of the date first above written.


ORION  MARINE  GROUP,  INC., a Delaware  corporation































































[Signature Page for Third Amendment to Credit Agreement]









WELLS FARGO BANK, NATIONAL ASSOCIATION,  as Administrative  Agent and as a Lender









































































































[Signature  Page for Third Amendment  to Credit  Agreement]







The undersigned   hereby  join  in this  Amendment   to  evidence  their  consent  to execution by the Bon-ower of this Amendment,   to agree to be bound  by the provisions  of this Amendment to  the  extent   applicable   to  the  undersigned,    to  confirm   that  each  Loan  Document   now  or previously    executed   by  the  undersigned    applies   and  shall  continue   to  apply  to  the  Credit Agreement,   as  amended  hereby,  to  acknowledge   that  without  such  consent  and  confirmation, Lenders  would  not  execute  this  Amendment   and to join  in the  notice  pursuant  to Tex.  Bus.  & Comm.  Code  §26.02 set forth above.


OCGP,   LLC,  a  Texas   limited   liability   company, OCLP,  LLC,  a Nevada   limited   liability   company, INDUSTRIAL         CHANNEL        AND        DOCK COMP ANY,  a Texas  corporation,   COMMERCIAL CHANNEL    AND   DOCK   COMPANY,    a  Texas corporation,           ORION          ADMINISTRATIVE SERVICES,   INC.,   a  Texas   corporation,    ORION MARINE    CONTRACTORS,     INC.,   a   Delaware corporation,   ORION  MARINE   CONSTRUCTION, INC.,  a  Florida   corporation,   MISENER   MARINE CONSTRUCTION,     INC.,   a  Georgia   corporation, KING  FISHER  MARINE  SERVICE,  LLC, a Texas limited       liability       company,       T.      LAQUAY DREDGING,     LLC,     a   Texas    limited     liability company,  SCHNEIDER  E&C  COMPANY,   INC.,  a Florida             corporation,              F.            MILLER CONSTRUCTION,      LLC,    a   Louisiana     limited liability   company,   SSL   SOUTH,   LLC,  a  Florida limited  liability  company 













[Signature Page for Third Amendment to Credit Agreement]









ORlON    CONSTRUCTION     LP,  a  Texas   limited partnership


		
	By:
	OCGP, LLC, a Texas limited  liability company,  its sole General  Partner





































































[Signature Page for Third Amendment to Credit Agreement]