Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”),
dated as of September 30, 2004, is made by and among Great Lakes Dredge &
Dock Corporation (the “Borrower”), GLDD Acquisitions Corp. (“Holdings”),
the other “Loan Parties” from time to time party to the Credit Agreement
referred to and defined below (together with Holdings and the Borrower, the “Loan
Parties”), the financial institutions from time to time party to such
Credit Agreement referred to and defined below (collectively, the “Lenders”)
and Bank of America, N.A., as issuer of the Letters of Credit (in such
capacity, the “Issuing  Lender”) and as representative of the
Lenders (in such capacity, the “Administrative Agent”). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement referred to and defined below.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the other Loan Parties, the
Lenders, the Administrative Agent and the Issuing Lender have entered into that
certain Credit Agreement dated as of December 22, 2003 (the “Credit
Agreement”), pursuant to which, among other things, the Lenders have agreed
to provide, subject to the terms and conditions contained therein, certain
loans and other financial accommodations to the Borrower; and


 


WHEREAS, the Borrower has requested that the
Administrative Agent and the Lenders amend the Credit Agreement and, subject to
the terms and conditions of this Agreement, the Administrative Agent and the
Lenders hereby agree to amend the Credit Agreement;


 


NOW, THEREFORE, in consideration of the foregoing
premises, the terms and conditions stated herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the Borrower, the other Loan Parties, the Lenders and the Administrative Agent,
such parties hereby agree as follows:


 


1.             Amendments
to Credit Agreement. Subject to the satisfaction of each of the conditions
set forth in Section 2 of this Agreement, the Credit Agreement is hereby
amended as follows:


 


(a)           Section
2.1.1 of the Credit Agreement is hereby amended to delete the proviso appearing
in the third sentence of such section in its entirety and to replace such
proviso with the following proviso:


 


provided,
however that (a) the aggregate principal amount of all Revolving Loans
which any Lender shall be committed to have outstanding hereunder shall not at
any time exceed the product of (i) such Lender’s Revolving Credit Percentage multiplied
by (ii) (y) before the occurrence of an Availability Restoration Date, the
lesser of (A) $15,000,000 and (B) the Availability, and (z) from and after the
occurrence of an Availability Restoration Date, the Availability, and (b) the
aggregate principal amount of all Revolving Loans which the Lenders shall be
committed to have outstanding hereunder


 

















 


shall not at any time exceed (y)
before the occurrence of an Availability Restoration Date, the lesser of (A)
$15,000,000 and (B) the Availability, and (z) from and after the occurrence of
an Availability Restoration Date, the Availability.


 


(b)           Section
2.8.l(g) of the Credit Agreement is hereby amended to delete such section in
its entirety and to replace such section with the following section:


 


(g)          shall, from time to time, make
mandatory prepayments of the Revolving Loans in such amounts and at such times
as may be necessary to (i) prevent the aggregate outstanding principal amount
of all Revolving Loans from exceeding (y) before the occurrence of an
Availability Restoration Date, the lesser of (1) $15,000,000 and (2) the
Availability, and (z) from and after the occurrence of an Availability
Restoration Date, the Availability, and (ii) to the extent achievable through
the prepayment of the Revolving Loans, prevent the aggregate outstanding Letter
of Credit Obligations from exceeding the Letter of Credit Availability;


 


(c)           Section
2.9.1 of the Credit Agreement is hereby amended to delete such section in its
entirety and to replace such section with the following section:


 


SECTION 2.9.1. Rates.  From the date any Loan is made to the date
the principal amount of such Loan is repaid in full, interest shall accrue on
the outstanding principal amount of such Loan at a rate per  annum:


 


(a)          on that portion of the outstanding
principal amount thereof maintained from time to time as a Base Rate Loan,
equal to the Base Rate from time to time in effect, plus, in the case of
any Revolving Loan, the then Applicable Base Rate Margin, and, in the case of
any Tranche B Term Loan, the Applicable Tranche B Term Loan Base Rate Margin;
and


 


(b)          on that portion of the outstanding
principal amount thereof maintained from time to time as a Eurodollar Rate
Loan, during each Interest Period applicable thereto, equal to the sum of the
Eurodollar Rate (Adjusted) for such Interest Period, plus in the case of
any Revolving Loan, the then Applicable Eurodollar Rate Margin, and, in the
case of any Tranche B Term Loan, the Applicable Tranche B Term Loan Eurodollar
Rate Margin.


 


(d)           Section
4.2(a)(iii) of the Credit Agreement is hereby amended to delete such section in
its entirety and to replace such section with the following section:


 


(iii) (A) Revolving Loans
outstanding plus the Letter of Credit Obligations shall not exceed the
Revolving Commitment Amount minus the Availability Block, both before
and after giving effect to such Revolving Loan and/or Letter of Credit, (B)
prior to the occurrence of an Availability Restoration Date, the Revolving
Loans outstanding shall not exceed $15,000,000 both before and after giving
effect to such Revolving Loan and (C) in the case of the issuance of a Letter
of Credit, the Letter of Credit Obligations shall not exceed the Letter of
Credit Availability, both before and after giving effect to such Letter of
Credit.


 


2

















 


(e)           Section
6.1(p) of the Credit Agreement is hereby amended to delete such section in its
entirety and to replace such section with the following section:


 


(p)          Liens on Collateral. The Liens
granted to the Administrative Agent securing the Obligations for the benefit of
the Secured Parties shall, as set forth in the Guaranties and Collateral
Documents (subject to changes in the Collateral resulting from Dispositions and
substitutions of Collateral permitted hereunder pursuant to clause (c) of the
definition of Permitted Dispositions and the effect of Recovery Events) for the
term of this Agreement be comprised of (i) a first priority lien on equipment
of the Borrower and the Guarantors that as of the Closing Date, according to
the appraisal performed by Merrill Marine in connection with to the Closing
Date, was determined to have an orderly liquidation value (“OLV”) of at
least $70,000,000; (ii) a perfected second priority lien on other equipment of
the Borrower and the Guarantors that as of the Closing Date, according to the
appraisal performed by Merrill Marine immediately prior to the Closing Date was
determined to have an OLV of at least $80,000,000 (subject only to Liens
permitted by this Agreement and the Liens of Travelers pursuant to the Bonding
Agreement); (iii) a perfected Lien on all intercompany receivables of the
Borrower and the Subsidiary Guarantors having an equal priority to the Liens of
Travelers, and having a senior priority to all other Liens; (iv) by a perfected
second priority lien on accounts receivables of the Borrower and the Subsidiary
Guarantors arising from projects that are bonded pursuant to the Bonding
Agreement (subject only to Liens permitted by this Agreement and the Liens of
Travelers pursuant to the Bonding Agreement) and (v) a first priority lien on
additional equipment of the Borrower and the Guarantors that as of the First
Amendment Effective Date, according to the appraisal performed by Merrill Marine
immediately prior to the First Amendment Effective Date, was determined to have
an OLV of at least $10,000,000 (subject, but senior to, the second priority
lien of Travelers on such additional collateral to the extent required by the
Intercreditor Agreement).


 


(f)            Section
6.1(q) of the Credit Agreement is hereby amended as follows to delete the
reference “(i)” appearing in such section, delete the word “and” appearing
immediately before clause (ii) of such section, and to delete clause (ii) of
such section (for the avoidance of doubt, such clause (ii) ending immediately
prior to the word “together”) in its entirety.


 


(g)           Section
6.1(r) of the Credit Agreement is hereby amended to add the following sentence
at the end of such section:


 


The Lenders hereby authorize
the Administrative Agent, without further consent of any Lender, to enter into
such amendments, restatements, supplements and other modifications to the
Collateral Documents (including entering into new Collateral Documents) in
connection with any transaction permitted under this Agreement, including,
without limitation, transactions permitted by Section 6.2(a)(i), to the
extent that the Administrative Agent deems such action to be reasonably
necessary to protect and preserve the Liens on the Collateral as described in Section
6.1(p).


 


(h)           Section
6.3 of the Credit Agreement is hereby amended to delete such section in its
entirety and to replace such section with the following section:


 


3

















 


SECTION 6.3. Financial
Covenants. The Borrower covenants and agrees that so long as the Lenders
shall have any Commitment hereunder, any Letter of Credit shall remain
outstanding, or any other Obligation (other than contingent obligations
hereunder for which no claim has been, or is reasonably expected to be, made)
shall remain outstanding:


 


(a)          Capital Expenditures.


 


(i)           Before the occurrence of a Financial
Covenant Restoration Date, the Borrower and its consolidated Subsidiaries shall
not make or permit Capital Expenditures for any Fiscal Year in an aggregate
amount in excess of the corresponding amount set forth below opposite such
Fiscal Year (with respect to any such Fiscal Year, the “Base Capital
Expenditure Amount”):


 


	
  Fiscal Year

  	
   

  	
  Amount

  	
   

  
	
  Fiscal Year 2004

  	
   

  	
  $

  	
  10,500,000

  	
   

  
	
  Fiscal Year 2005

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  Fiscal Year 2006

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Fiscal Year 2007

  	
   

  	
  $

  	
  18,000,000

  	
   

  
	
  Fiscal Year 2008 and thereafter

  	
   

  	
  $

  	
  22,000,000

  	
   

  



 


provided,
however, that the Base Capital Expenditure Amount for any Fiscal Year
after Fiscal Year 2004 may be increased by an amount equal to the excess, if
any, of (i) the Base Capital Expenditure Amount for the immediately preceding
Fiscal Year, over (ii) the actual amount of Capital Expenditures made by the
Borrower and its Subsidiaries during such immediately preceding Fiscal Year;
and provided, further, that in no event shall the amount of
Capital Expenditures made by the Borrower and its consolidated Subsidiaries in
any Fiscal Year exceed the corresponding amount set forth below opposite such Fiscal
Year:


 


	
  Fiscal Year

  	
   

  	
  Amount

  	
   

  
	
  Fiscal
  Year 2004

  	
   

  	
  $

  	
  10,500,000

  	
   

  
	
  Fiscal
  Year 2005

  	
   

  	
  $

  	
  13,500,000

  	
   

  
	
  Fiscal
  Year 2006

  	
   

  	
  $

  	
  17,000,000

  	
   

  
	
  Fiscal
  Year 2007

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Fiscal
  Year 2008 and thereafter

  	
   

  	
  $

  	
  24,000,000

  	
   

  



 


(ii)          From and after the occurrence of a
Financial Covenant Restoration Date, the Borrower and its consolidated
Subsidiaries shall not make or permit Capital Expenditures in an aggregate
amount in excess of $22,000,000 during any Fiscal Year (with respect to any
such Fiscal Year, the “Alternate Base Capital Expenditure Amount”); provided,
however, that the Alternate Base Capital Expenditure Amount for any
Fiscal Year after Fiscal Year 2004 may be increased by (A) an amount equal to
the excess, if any, of (i) the Alternate Base Capital Expenditure Amount for
the immediately preceding Fiscal Year, over (ii) the actual amount of Capital
Expenditures made by the Borrower and its Subsidiaries during such immediately
preceding Fiscal Year; plus


 


4

















 


(B) the amount of Capital
Expenditures permitted in the immediately succeeding Fiscal Year (provided
that the Alternate Base Capital Expenditure Amount for such succeeding Fiscal
Year shall be reduced by the amount of any increase pursuant to this Clause (B);
and provided, further, that in no event shall the amount of
Capital Expenditures made by the Borrower and its consolidated Subsidiaries in
any Fiscal Year exceed $26,000,000).


 


(b)          Maximum Total Leverage.


 


(i)           Before the occurrence of a Financial
Covenant Restoration Date or an Availability Restoration Date, 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

  	
   

  
	
  January
  1, 2006 through and including March 31, 2006

  	
   

  	
  5.75
  to l. 00

  	
   

  
	
  April
  1, 2006 through and including September 30, 2006

  	
   

  	
  5.50
  to 1.00

  	
   

  
	
  October
  1, 2006 through and including March 31, 2007

  	
   

  	
  5.25
  to 1.00

  	
   

  
	
  April
  1, 2007 through and including September 30, 2007

  	
   

  	
  5.00
  to 1.00

  	
   

  
	
  October
  1, 2007 through and including December 31, 2007

  	
   

  	
  4.75
  to 1.00

  	
   

  
	
  January
  1, 2008 through and including December 31, 2008

  	
   

  	
  4.50
  to 1.00

  	
   

  
	
  January
  1, 2009 through and including December 31, 2009

  	
   

  	
  4.00
  to 1.00

  	
   

  
	
  January
  1, 2010 and thereafter

  	
   

  	
  3.50
  to 1.00

  	
   

  



 


(ii)          From and after the occurrence of an
Availability Restoration Date but before the occurrence of a Financial Covenant
Restoration Date, the Borrower and its consolidated Subsidiaries shall not
permit the Total Leverage Ratio for the four (4) consecutive Fiscal Quarter
period ending during the periods described below, to exceed the corresponding
ratio set forth below opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  January
  1, 2004 through and including March 31, 2006

  	
   

  	
  5.75
  to 1.00

  	
   

  
	
  April
  1, 2006 through and including September 30, 2006

  	
   

  	
  5.50
  to 1.00

  	
   

  
	
  October
  1, 2006 through and including March 31, 2007

  	
   

  	
  5.25
  to 1.00

  	
   

  
	
  April
  1, 2007 through and including September 30, 2007

  	
   

  	
  5.00
  to 1.00

  	
   

  
	
  October
  1, 2007 through and including December 31, 2007

  	
   

  	
  4.75
  to 1.00

  	
   

  
	
  January
  1, 2008 through and including December 31, 2008

  	
   

  	
  4.50
  to 1.00

  	
   

  
	
  January
  1, 2009 through and including December 31, 2009

  	
   

  	
  4.00
  to 1.00

  	
   

  
	
  January
  1, 2010 and thereafter

  	
   

  	
  3.50
  to 1.00

  	
   

  



 


(iii)         From and after the occurrence of a
Financial Covenant Restoration Date, the Borrower and its consolidated
Subsidiaries shall not permit the Total Leverage Ratio


 


5

















 


for the four (4) consecutive
Fiscal Quarter period ending during the periods described below, to exceed the
corresponding ratio set forth below opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  January
  1, 2004 through and including December 31, 2004

  	
   

  	
  5.75
  to 1.00

  	
   

  
	
  January
  1, 2005 through and including December 31, 2005

  	
   

  	
  5.50
  to 1.00

  	
   

  
	
  January
  1, 2006 through and including December 31, 2006

  	
   

  	
  5.00
  to 1.00

  	
   

  
	
  January
  1, 2007 through and including December 31, 2007

  	
   

  	
  4.75
  to 1.00

  	
   

  
	
  January
  1, 2008 through and including December 31, 2008

  	
   

  	
  4.50
  to 1.00

  	
   

  
	
  January
  1, 2009 through and including December 31, 2009

  	
   

  	
  4. 00
  to l.00

  	
   

  
	
  January
  1, 2010 and thereafter

  	
   

  	
  3.50
  to 1.00

  	
   

  



 


(c)           Maximum Senior Leverage.


 


(i)           Before the occurrence of a Financial
Covenant Restoration Date, the Borrower and its consolidated Subsidiaries shall
not permit the ratio (the “Senior Leverage Ratio”) of (i) the aggregate
unpaid principal amount of Senior Debt as of 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

  	
   

  
	
  October
  1, 2004 through and including December 31, 2004

  	
   

  	
  3.00
  to l.00

  	
   

  
	
  January
  1, 2005 through and including March 31, 2005

  	
   

  	
  3.50
  to 1.00

  	
   

  
	
  April
  1, 2005 through and including June 30, 2005

  	
   

  	
  3.00
  to l.00

  	
   

  
	
  July
  1, 2005 through and including September 30, 2005

  	
   

  	
  2.50
  to 1.00

  	
   

  
	
  October
  1, 2005 through and including March 31, 2006

  	
   

  	
  2.25
  to 1.00

  	
   

  
	
  April
  1, 2006 through and including December 31, 2006

  	
   

  	
  2.00
  to l.00

  	
   

  
	
  January
  1, 2007 through and including December 31, 2007

  	
   

  	
  1.75
  to 1.00

  	
   

  
	
  January
  1, 2008 through and including December 31, 2008

  	
   

  	
  1.50
  to 1.00

  	
   

  
	
  January
  1, 2009 through and thereafter

  	
   

  	
  1.25
  to 1.00

  	
   

  



 


(ii)  From and after the occurrence of a Financial
Covenant Restoration Date, the Borrower and its consolidated Subsidiaries shall
not permit the Senior Leverage Ratio for the four (4) consecutive Fiscal
Quarter period ending during the periods described below, to exceed the
corresponding ratio set forth below opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  December
  31, 2003 through and including December 31, 2004

  	
   

  	
  2.50
  to 1.00

  	
   

  
	
  January
  1, 2005 through and including December 31, 2005

  	
   

  	
  2.25
  to 1.00

  	
   

  
	
  January
  1, 2006 through and including December 31, 2006

  	
   

  	
  2.00
  to 1.00

  	
   

  
	
  January
  1, 2007 through and including December 31, 2007

  	
   

  	
  1.75
  to 1.00

  	
   

  
	
  January
  1, 2008 through and including December 31, 2008

  	
   

  	
  1.50
  to 1.00

  	
   

  
	
  January
  1, 2009 through and thereafter

  	
   

  	
  1.25
  to 1.00

  	
   

  



 


6

















 


(d)          Interest Coverage Ratio.


 


(i) Before the occurrence
of a Financial Covenant Restoration Date, 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, in each case for the four (4)
consecutive Fiscal Quarter period ending as of such date, to be less than the
corresponding ratio set forth below opposite such period:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  October
  1, 2004 through and including December 31, 2004

  	
   

  	
  1.50
  to 1.00

  	
   

  
	
  January
  1, 2005 through and including March 31, 2005

  	
   

  	
  1.20
  to 1.00

  	
   

  
	
  April
  1, 2005 through and including June 30, 2005

  	
   

  	
  1.35
  to 1.00

  	
   

  
	
  July
  1, 2005 through and including September 30, 2005

  	
   

  	
  1.60
  to 1.00

  	
   

  
	
  October
  1, 2005 through and including December 31, 2005

  	
   

  	
  1.80
  to 1.00

  	
   

  
	
  January
  1, 2006 through and including December 31, 2006

  	
   

  	
  2.00
  to 1.00

  	
   

  
	
  January
  1, 2007 through and including December 31, 2008

  	
   

  	
  2.25
  to 1.00

  	
   

  
	
  January
  1, 2009 through and thereafter

  	
   

  	
  2.50
  to 1.00

  	
   

  



 


(ii) From and after the
occurrence of a Financial Covenant Restoration Date, the Borrower and its
consolidated Subsidiaries shall not permit the Interest Coverage Ratio for the
four (4) consecutive Fiscal Quarter periods ending during the periods described
below to be less than the corresponding ratio set forth below opposite such
period:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  December
  31, 2003 through and including December 31, 2004

  	
   

  	
  1.75
  to 1.00

  	
   

  
	
  January
  1, 2005 through and including December 31, 2005

  	
   

  	
  2.00
  to 1.00

  	
   

  
	
  January
  1, 2006 through and including December 31, 2006

  	
   

  	
  2.00
  to 1.00

  	
   

  
	
  January
  1, 2007 through and including December 31, 2008

  	
   

  	
  2.25
  to 1.00

  	
   

  
	
  January
  1, 2009 through and thereafter

  	
   

  	
  2.50
  to 1.00

  	
   

  



 


(e)           Minimum Adjusted Consolidated
EBITDA. Before the occurrence of a Financial Covenant Restoration Date or
an Availability Restoration Date, the Borrower and its consolidated
Subsidiaries shall not permit the 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 be less than the corresponding
amount set forth below opposite such period:


 


	
  Period

  	
   

  	
  Amount

  	
   

  
	
  July
  1, 2004 through and including September 30, 2004

  	
   

  	
  $

  	
  41,000,000

  	
   

  
	
  October
  1, 2004 through and including December 31, 2004

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  January
  1, 2004 through and including March 31, 2005

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  April
  1, 2005 through and including June 30, 2005

  	
   

  	
  $

  	
  29,000,000

  	
   

  
	
  July
  1, 2005 through and including September 30, 2005

  	
   

  	
  $

  	
  34,000,000

  	
   

  
	
  October
  1, 2005 through and including December 31, 2005

  	
   

  	
  $

  	
  38,000,000

  	
   

  



 


7

















 


(i)            Section
6.4(d) of the Credit Agreement is hereby amended to delete such section in its
entirety and to replace such section with the following section:


 


Compliance Certificate.
The Borrower shall provide to the Administrative Agent, within 45 days after
the end of each of the first three Fiscal Quarters of each Fiscal Year and
within 90 days after the end of the last Fiscal Quarter of each Fiscal Year,
(i) a certificate substantially in the form of Exhibit G (the “Compliance
Certificate”), executed on behalf of the Borrower by the Authorized Officer
who is the chief financial officer, treasurer, assistant treasurer or
controller of the Borrower, showing (in reasonable detail and appropriate
calculations and computations inform reasonably satisfactory to the
Administrative Agent) compliance with the financial covenants set forth in Section
6.3, (ii) notice of the occurrence of any Permitted Disposition or any
Permitted Business Acquisition, describing, in detail reasonably satisfactory
to the Administrative Agent, the assets sold or disposed of or the assets
acquired and the purchase price or sale price thereof, as the case may be,
during the preceding Fiscal Quarter, (iii) notice of the receipt of any sales
proceeds, insurance or requisition proceeds or condemnation awards received in
connection with the sale, damage, destruction, requisition or condemnation of
any Collateral during the preceding Fiscal Quarter, including a statement with
regard to whether the Borrower or such Subsidiary intends to apply such sales
proceeds, insurance or requisition proceeds or awards, as the case may be, to
replace, within one year of receipt thereof, such sold, damaged, destroyed,
requisitioned or condemned assets or property Collateral used for substantially
the same purpose as those sold, damaged, destroyed, requisitioned or condemned
and (iv) notice of any (A) voluntary liquidation or dissolution by any
Subsidiary of the Borrower into the Borrower or another Subsidiary of the Borrower,
(B) merger by any such Subsidiary with and into the Borrower or another
Subsidiary of the Borrower or (C) the purchase by the Borrower or any of its
Subsidiaries of any Capital Stock of any other Subsidiary of the Borrower
during the preceding Fiscal Quarter.


 


(j)            Section
6.4 of the Credit Agreement is hereby amended to add the following Section
6.4(k) and Section 6.4(l) to the end of such Section 6.4:


 


(k)          Backlog Schedule. The Borrower
shall provide the Administrative Agent, within 45 days after the end of each
calendar month of each calendar year, a backlog schedule and a schedule of all
work-in-progress, identified by contract or project, of the Borrower and its
Subsidiaries for the performance of dredging, construction or other services as
of the end of such calendar month, prepared in a manner consistent with past
practice.


 


(l)           Schedule of Pending Major Projects.
The Borrower shall provide the Administrative Agent, within 45 days after the
end of each Fiscal Quarter of each Fiscal Year, a schedule of pending major
projects of the Borrower and its Subsidiaries as of the end of such Fiscal
Quarter.


 


8

















 


(k)           Section
7.1(k) of the Credit Agreement is hereby amended to delete clause (i) of such
section in its entirety and to replace such clause with the following clause:


 


(i)           Any Person executing bonds,
undertakings or instruments of guaranty as surety for Holdings, the Borrower or
any of their respective Subsidiaries with respect to any marine construction or
dredging contracts to be entered into by the Borrower or any such Subsidiary
for any reason ceases to issue such bonds, undertakings or instruments of
guaranty and (A) the Borrower, Holdings and its Subsidiaries fail to cause
another Person reasonably acceptable to the Administrative Agent (provided that
any such Person shall be deemed to be acceptable if its bonds, undertakings or
instruments of guaranty are accepted by contract providers for Holdings and its
Subsidiaries) to issue bonds, undertakings or instruments of guaranty within 90
days of the date that such original Person ceased to issue bonds, undertakings
or instruments of guaranty, or (B) such denial, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect; or


 


(l)            Schedule
I to the Credit Agreement is hereby amended as follows:


 


(i) The definition of “EBITDA” is hereby
amended by inserting a new clause (c) at the end of the first sentence as
follows:


 


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.


 


(ii)           The
definitions of “Applicable Base Rate Margin,” “Applicable Commitment
Fee Percentage,” “Applicable Eurodollar Rate Margin,” “Applicable
Financial Letter of Credit Fee Percentage,” and “Applicable Performance
Letter of Credit Fee Percentage” are hereby amended to delete such
definitions in their entirety and to replace such definitions with the
following definitions:


 


“Applicable Base Rate
Margin,” “Applicable Commitment Fee Percentage,” “Applicable
Eurodollar Rate Margin,” “Applicable Financial Letter of Credit Fee
Percentage,” and “Applicable Performance Letter of Credit Fee Percentage”
respectively mean, during any Pricing Period, the amount set forth for such
Applicable Base Rate Margin, Applicable Commitment Fee Percentage, Applicable
Eurodollar Rate Margin, Applicable Financial Letter of Credit Fee Percentage
and Applicable Performance Letter of Credit Fee Percentage, as the case may be,
depending upon the Total Leverage Ratio as of the last day of the Fiscal
Quarter most recently ended prior to the first day of such Pricing Period:


 


9

















 


	
  Total

  Leverage

  Ratio

  	
   

  	
  Applicable

  Base Rate

  Margin

  	
   

  	
  Applicable

  Commitment

  Fee

  Percentage

  	
   

  	
  Applicable

  Eurodollar

  Rate

  Margin

  	
   

  	
  Applicable

  Financial

  Letter of

  Credit

  Fee

  Percentage

  	
   

  	
  Applicable

  Performance

  Letter of

  Credit

  Fee

  Percentage

  	
   

  
	
  Less than 3.00x

  	
   

  	
  1.25

  	
   

  	
  .50

  	
   

  	
  2.25

  	
   

  	
  2.25

  	
   

  	
  1.18

  	
   

  
	
  Greater than or equal to 3.00x but less 3.75x

  	
   

  	
  1.50

  	
   

  	
  .50

  	
   

  	
  2.50

  	
   

  	
  2.50

  	
   

  	
  1.25

  	
   

  
	
  Greater than or equal to 3.75x but less 4.75x

  	
   

  	
  1.75

  	
   

  	
  .50

  	
   

  	
  2.75

  	
   

  	
  2.75

  	
   

  	
  1.38

  	
   

  
	
  Greater than or equal to 4.75x but less than 5. 75x

  	
   

  	
  2.00

  	
   

  	
  .50

  	
   

  	
  3.00

  	
   

  	
  3.00

  	
   

  	
  1.50

  	
   

  
	
  Greater than or equal to 5.75x but less than 6. 75x

  	
   

  	
  2.50

  	
   

  	
  .625

  	
   

  	
  3.50

  	
   

  	
  3.50

  	
   

  	
  1.75

  	
   

  
	
  Greater than or equal to 6.75x

  	
   

  	
  3.00

  	
   

  	
  .75

  	
   

  	
  4.00

  	
   

  	
  4.00

  	
   

  	
  2.00

  	
   

  



 


provided,
however, that (i) if and for so long as the Borrower shall have failed
to timely deliver a Compliance Certificate under Section 6.4(b) or Section
6.4(c) with respect to such Fiscal Quarter most recently ended, the
Applicable Base Rate Margin, Applicable Commitment Fee Percentage, Applicable
Eurodollar Rate Margin, Applicable Financial Letter of Credit Fee Percentage
and Applicable Performance Letter of Credit Fee Percentage for such Pricing
Period shall be determined as if the Total Leverage Ratio is greater than or
equal to 6.75 to 1.00, (ii) notwithstanding the foregoing, for the period
beginning on the First Amendment Effective Date and ending on December 31,
2004, the Applicable Base Rate Margin, Applicable Commitment Fee Percentage,
Applicable Eurodollar Rate Margin, Applicable Financial Letter of Credit Fee
Percentage and Applicable Performance Letter of Credit Fee Percentage shall be
determined as if the Total Leverage Ratio is greater than or equal to 5.75 to
1.00 but less than 6.75 to 1.00, and (in) notwithstanding the foregoing, the
Applicable Performance Letter of Credit Fee Percentage shall be subject to
change in accordance with Section 2.10(c).


 


(iii)          The
definition of “Availability” is hereby amended to delete such definition
in its entirety and to replace such definition with the following definition:


 


“Availability”
means, at any time, an amount (determined on a Dollar equivalent basis) equal
to the Revolving Commitment Amount then in effect minus the Availability
Block minus the outstanding Letter of Credit Obligations.


 


(iv)          The definition of “Contribution
Agreement” is hereby deleted in its entirety.


 


10

















 


(v)           The
definition of “Great Lakes” is hereby amended to delete such definition
in its entirety and to replace such definition with the following definition:


 


“Great Lakes”
means Great Lakes Dredge & Dock Company, a New Jersey corporation and a
wholly-owned Subsidiary of the Borrower, and, upon consummation of the merger
with and into Great Lakes Dredge & Dock Company, LLC, a Delaware limited
liability company (“Great Lakes LLC”), with Great Lakes LLC as the survivor of
such merger, means Great Lakes LLC, as successor by merger to Great Lakes
Dredge & Dock Company and a wholly-owned Subsidiary of the Borrower.


 


(vi)  The
definition of “Interest Expense” is hereby amended to delete clause
(iii) in the first sentence of such definition in its entirety and to replace
such clause with the following clause:


 


(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)


 


(vii)         The
definition of “Letter of Credit Availability” is hereby amended to
delete such definition in its entirety and to replace such definition with the
following definition:


 


“Letter of Credit
Availability” means, at any time of determination, an amount (determined on
a Dollar equivalent basis) equal to the lesser of (a) the Revolving Commitment
Amount then in effect minus the then outstanding principal balance of
the Revolving Loans minus the Availability Block and (b) the Letter of
Credit Sublimit.


 


(viii)        The definition of “Loan Documents”
is hereby amended to delete the reference to “the Contribution Agreement” in it
entirety.


 


(ix)           The
definition of “Recovery Event” is hereby amended to delete the reference
to the words “the Bonding Company” appearing in such definition and to replace
such words with the word “Travelers.”


 


(x)            The
following definitions are hereby added to Schedule I in the appropriate
alphabetical locations:


 


“Alternate Base
Capital Expenditure Amount” has the meaning specified in Section 6.3(a).


 


“Applicable Tranche B
Term Loan Base Rate Margin,” and “Applicable Tranche B Term Loan
Eurodollar Rate Margin” respectively mean, during any Pricing Period, the
amount set forth for such Applicable Tranche B Term Loan Base Rate Margin or
Applicable Tranche B Term Loan Eurodollar Rate Margin, as the case may be,
depending upon the Total Leverage Ratio as of the last day of the Fiscal
Quarter most recently ended prior to the first day of such Pricing Period:


 


11

















 


	
  Total

  Leverage

  Ratio

  	
   

  	
  Applicable Tranche B

  Term Loan

  Base Rate

  Margin

  	
   

  	
  Applicable Tranche B

  Term Loan

  Eurodollar Rate

  Margin

  	
   

  
	
  Less
  than 5.75x

  	
   

  	
  2.00

  	
   

  	
  3.00

  	
   

  
	
  Greater
  than or equal to 5.75x but less than 6. 75x

  	
   

  	
  2.50

  	
   

  	
  3.50

  	
   

  
	
  Greater
  than or equal to 6.75x

  	
   

  	
  3.00

  	
   

  	
  4.00

  	
   

  



 


provided,
however, that if (i) and for so long as the Borrower shall have failed
to timely deliver a Compliance Certificate under Section 6.4(b) or Section
6.4(c) with respect to such Fiscal Quarter most recently ended, the
Applicable Tranche B Term Loan Base Rate Margin and Applicable Tranche B Term
Loan Eurodollar Rate Margin for such Pricing Period shall be determined as if
the Total Leverage Ratio is greater than or equal to 6.75 to 1.00 and (ii)
notwithstanding the foregoing, for the period beginning on the First Amendment
Effective Date and ending on December 31, 2004, the Applicable Tranche B Term
Loan Base Rate Margin and Applicable Tranche B Term Loan Eurodollar Rate Margin
shall be determined as if the Total Leverage Ratio is greater than or equal to
5.75 to 1.00 but less than 6.75 to 1.00,


 


“Availability Block”
means (a) before the occurrence of an Availability Restoration Date, the least
of (i) $25,000,000, (ii) if the Borrower or any Loan Party has been awarded one
or more of the Designated Projects, $25,000,000 minus the lesser of (x)
$5,000,000 and (y) the sum of the Designated Letter of Credit Amounts with
respect to the Designated Projects awarded to the Loan Parties, and (iii) an
amount greater than or equal to $15,000,000 requested by the Borrower and
approved in writing by the Administrative Agent and the Majority Revolving
Credit Facility Lenders and (b) from and after the occurrence of an
Availability Restoration Date, $0.


 


“Availability
Restoration Date” means the first date upon which the Administrative Agent
receives a Compliance Certificate from the Borrower for any Fiscal Quarter
ending on or after December 31, 2004 evidencing that either (a) the Borrower’s
Total Leverage Ratio is less than 5.50 to 1.00 or (b) the Borrower’s Adjusted
Consolidated EBITDA for the four (4) consecutive Fiscal Quarter period most
recently ended prior to such date exceeds $48,000,000.


 


“Designated Letter of
Credit Amount” means the stated amount of any Letter of Credit required to
be delivered by any Loan Party in connection with any Designated Project
awarded to any Loan Party.


 


“Designated Project”
means each of (a) the dredging works for the building of the Ocean Cay LHG and
LPG Terminal at Ocean Cay, Bahamas, (b) the dredging, land reclamation and
shore protection for a new land development project located in the southern tip
of Bahrain for Durrat Al-Bahrain, (c) dredging and land reclamation for the new
Doha International Airport Platform for the State of Qatar and (d) channel


 


12

















 


maintenance dredging from the
mouth of the Arabian Gulf to the Port of Umm Qasr for the United Nations
Development Program.


 


“Financial Covenant
Restoration Date” means the first date upon which the Administrative Agent
receives a Compliance Certificate for any Fiscal Quarter ending on or after
December 31, 2004 from the Borrower evidencing that the Borrower’s Adjusted
Consolidated EBITDA for the four (4) consecutive Fiscal Quarter period most
recently ended prior to such date exceeds $50,000,000.


 


“First Amendment”
means that certain Amendment No. 1 to Credit Agreement dated as of the First
Amendment Effective Date by and among the Borrower, the Loan Parties, the
Issuing Bank, the Lenders and the Administrative Agent.


 


“First Amendment
Effective Date” means September 30, 2004.


 


“Letter of Credit
Sublimit” means, the greatest of (a) $25,000,000, (b) if the Borrower or
any Loan Party has been awarded one or more of the Designated Projects,
$25,000,000 plus the lesser of (x) $5,000,000 and (y) the sum of the
Designated Letter of Credit Amounts with respect to the Designated Projects
awarded to the Loan Parties and (c) an amount lesser than or equal to
$35,000,000 requested by the Borrower and approved in writing by the
Administrative Agent and the Majority Revolving Credit Facility Lenders.


 


2.             Effectiveness
of this Agreement; Conditions Precedent. The provisions of Section 1
of this Agreement shall be deemed to have become effective as of the date first
written above (the “Effective Date”), but such effectiveness shall be expressly
conditioned upon the Administrative Agent’s receipt of each of the following,
in each case in form, substance and scope reasonably acceptable to the
Administrative Agent:


 


(a)           originally-executed
counterparts of this Agreement executed by Authorized Officers of the Borrower
and the other Loan Parties, and by duly authorized officers of the Majority
Lenders;


 


(b)           a
certificate of the secretary or assistant secretary of the Borrower, in form
and substance reasonably acceptable to the Administrative Agent, certifying (i)
the currency and authenticity of the resolutions of the board of directors of
the Borrower authorizing its execution, performance and delivery of this
Agreement and of the Credit Agreement as to be amended hereby, (ii) the names,
signatures and incumbency of the officers of the Borrower and (iii) the
currency and authenticity of the certificate of incorporation and bylaws of the
Borrower as previously delivered to the Administrative Agent;


 


(c)           a
backlog schedule and a schedule of all work-in-progress, identified by contract
or project, of the Borrower and its Subsidiaries for the performance of
dredging, construction or other services for the month of August 2004;


 


(d)           a
supplement to the First Preferred Fleet Mortgage executed by Great Lakes with
respect to the vessels pledged in favor of the Administrative Agent, for the
benefit of the


 


13

















 


Lenders,
in connection with clause (v) of Section 6.1 (p) of the Credit Agreement as
amended hereby;


 


(e)           title
abstracts with respect to any vessels pledged in favor of the Administrative
Agent, for the benefit of the Lenders, in connection with clause (v) of Section
6.1 (p) of the Credit Agreement as amended hereby;


 


(f)            opinion
letters with respect to Vessel Mortgages executed, delivered and recorded in
connection with clause (v) of Section 6.1(p) of the Credit Agreement as amended
hereby;


 


(g)           evidence
that all conditions precedent to an amendment to the Intercreditor Agreement
dated as of the Effective Date have been satisfied and that such amendment to the
Intercreditor Agreement is enforceable in accordance with its terms;


 


(h)          an opinion letter of Winston &
Strawn LLP, counsel to the Borrower and Great Lakes, addressed to the
Administrative Agent and the Lenders, addressing matters related to this
Agreement; and


 


(i)            payment
in full from the Borrower, in immediately available funds, of (i) an amendment
fee payable to each Lender (other than Bank of America) executing and
delivering a counterpart signature page to this Agreement on or before
September 21, 2004 in an amount equal to 0.25% of the sum of such Lender’s
Revolving Commitment, plus the outstanding principal balance of such
Lender’s Tranche B Term Loan, and (ii) the arrangement fee required under that
certain fee letter of even date herewith by and among Bank of America, Banc of
America Securities LLC, and the Borrower, all of which aforementioned fees
shall be fully earned and non-refundable when due and payable (collectively,
the “Amendment Fees”).


 


3.             Representations,
Warranties and Covenants.


 


(a)           The
Borrower and each other Loan Party hereby represents and warrants that this
Agreement and the Credit Agreement as amended hereby (collectively, the “Amendment
Documents”) constitute legal, valid and binding obligations of the Borrower
and the other Loan Parties enforceable against the Borrower and the other Loan
Parties in accordance with their terms.


 


(b)           The
Borrower and each other Loan Party hereby represents and warrants that (i) its
execution, delivery and performance of this Agreement and the Credit Agreement
have been duly authorized by all proper corporate or limited liability company
action, do not violate any provision of its organizational documents, will not
violate any law, regulation, court order or writ applicable to it, and will not
require the approval or consent of any governmental agency, or of any other
third party under the terms of any contract or agreement to which it or any of
its Affiliates is bound (which has not been previously obtained), including
without limitation, the Note Indenture and the Bonding Agreement and (ii) after
giving effect to the amendments contemplated by Section 1 of this
Agreement, all Obligations will constitute, and if the full amount of the
Revolving Commitment were utilized by the Borrower all Obligations arising with
respect thereto would constitute, “Permitted Debt” under and as defined in
Section 4.09 of the Note Indenture.


 


14

















 


(c)           The
Borrower and each other Loan Party hereby represents and warrants that, both
before and after giving effect to the provisions of this Agreement, (i) no
Default or Event of Default has occurred and is continuing or will have
occurred and be continuing and (ii) all of the representations and warranties
of the Borrower and each other Loan Party contained in the Credit Agreement and
in each other Loan Document (other than representations and warranties
which, in accordance with their express terms, are made only as of an earlier
specified date) are, and will be, true and correct as of the date of its
execution and delivery hereof or thereof in all material respects as though
made on and as of such date.


 


(d)           The
Borrower hereby agrees to pay the Amendment Fees to the Administrative Agent,
for the benefit of the Lenders and for the Administrative Agent’s own account,
upon the Borrower’s execution and delivery of this Agreement.


 


(e)           As
of the Effective Date, except to the extent set forth in Schedule 1
hereto, the Borrower and the Subsidiary Guarantors are the sole and lawful
owners of each Designated Vessel and hold valid legal title to the whole of
such Designated Vessels.


 


(f)            Except
as set forth in Schedule 2 hereto or in the financial statements
previously delivered pursuant to Section 5.1(f) of the Credit Agreement, no
claims, litigation, arbitration proceedings or governmental proceedings are pending
or, to the knowledge of the Loan Parties, overtly threatened against or, to the
knowledge of the Loan Parties, are affecting Holdings, the Borrower, or any of
the Borrower’s Subsidiaries, or any of their respective properties, assets or
revenues, the results of which could reasonably be expected to have a Material
Adverse Effect.


 


(g)           As
of the Effective Date, except as disclosed in Schedule 3 hereto, none of
Holdings, the Borrower or any of the Borrower’s Subsidiaries maintains or
contributes to any employee welfare benefit plan within the meaning of Section
3(1) of ERISA which provides benefits to employees after termination of employment other than as
required by Section 601 of ERISA.


 


(h)           Except
as disclosed in Schedule 4 hereto, the ongoing operations of Holdings,
the Borrower and each of the Borrower’s Subsidiaries have complied and
currently comply in all respects with all Environmental Laws, except to the
extent that such noncompliance could not reasonably be expected to have a
Material Adverse Effect.


 


(i)            As
of the Effective Date, a complete and correct disclosure of each Subsidiary of
Holdings in existence as of the Closing Date is set forth in Schedule 5-A
hereto, together with the names, jurisdictions of organization, the percentage of
shares of such Persons owned by Holdings, the Borrower and each Subsidiary of
the Borrower as of the Effective Date.


 


(j)            As
of the Effective Date, the names and ownership percentages (stated both on an
outstanding and fully-diluted basis) of each legal, record owner of each class
of the issued and outstanding shares of Capital Stock of Holdings and the
Borrower, and each Subsidiary of the Borrower, and of all issued and
outstanding warrants, options, stock appreciation rights and other convertible
interests with respect to Holdings, the Borrower’s, or such Subsidiary’s
Capital Stock, are completely and accurately set forth in Schedule 5-B
hereto.


 


15

















 


(k)           As
of the Effective Date, the financial statements delivered pursuant to Section
5.1 (f) of the Credit Agreement contain a complete and accurate disclosure in
all material respects of (i) all Debt of Holdings and its Subsidiaries
outstanding as of the respective dates of such financial statements and (ii)
all material loss contingencies and other material contingent obligations of
Holdings and its Subsidiaries as of such dates, except for Guaranties disclosed
on Schedule 6 hereto.


 


(1)           As
of the Effective Date, except to the extent set forth in Schedule 7
hereto and except as otherwise permitted by Section 6.2(b) of the Credit
Agreement, Holdings, the Borrower and the Subsidiary Guarantors have made no
Investments.


 


(m)          As
of the Effective Date, except to the extent set forth in Schedule 8
hereto and except as otherwise permitted by Section 6.2(f) of the Credit
Agreement, Holdings, the Borrower and the Subsidiary Guarantors have not
created, incurred, assumed or otherwise become liable for any Debt in respect
of Guaranties.


 


(n)           As
of the Effective Date, the Grantor’s Equipment (as “Grantor” and “Equipment” is
defined in the Equipment Security Agreement dated as of December 22, 2003
between Great Lakes and the Agent) (other than Equipment in transit or out of
repair), is kept at the locations listed in Schedule 9 hereto.


 


4.             Reaffirmation,
Ratification and Acknowledgment. The Borrower and each other Loan Party
hereby (a) ratifies and reaffirms all of its payment and performance
obligations, contingent or otherwise, and each grant of security interests and
liens in favor of the Administrative Agent, under each Loan Document to which
it is a party, (b) agrees and acknowledges that such ratification and reaffirmation
is not a condition to the continued effectiveness of such Loan Documents and
(c) agrees that neither such ratification and reaffirmation, nor the
Administrative Agent’s, or any Lender’s solicitation of such ratification and
reaffirmation, constitutes a course of dealing giving rise to any obligation or
condition requiring a similar or any other ratification or reaffirmation from
the Borrower or such other Loan Parties with respect to any subsequent
modifications to the Credit Agreement or the other Loan Documents. As modified
hereby, the Credit Agreement is in all respects ratified and confirmed, and the
Credit Agreement as so modified by this Agreement shall be read, taken and so
construed as one and the same instrument. Each of the Loan Documents shall remain
in full force and effect and are hereby ratified and confirmed. Neither the
execution, delivery nor effectiveness of this Agreement shall operate as a
waiver of any right, power or remedy of the Administrative Agent or the
Lenders, or of any Default or Event of Default (whether or not known to the
Administrative Agent or the Lenders), under any of the Loan Documents. This
Agreement and each of the other Amendment Documents shall constitute Loan
Documents for purposes of the Credit Agreement.


 


5.             Governing
Law.   THIS AGREEMENT 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 THE
PROVISIONS OF 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


16






















6.             Administrative
Agent’s Expenses.   The Borrower
hereby agrees to promptly reimburse the Administrative Agent for all of the
reasonable out-of-pocket expenses, including, without limitation, attorneys’
and paralegals’ fees, it has heretofore or hereafter incurred or incurs in
connection with the preparation, negotiation and execution of this Agreement
and the other documents, agreements and instruments contemplated hereby.


 


7.             Counterparts.
This Agreement may be executed in counterparts, each of which shall be an
original and all of which together shall constitute one and the same agreement
among the parties.


 


* * * *


 


17

















 


IN WITNESS WHEREOF, this Agreement has been duly
executed as of the day and year first above written.


 


	
   

  	
  GREAT LAKES DREDGE & DOCK

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah
  A. Wensel

  
	
   

  	
  Title:

  	
  Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLDD
  ACQUISITIONS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah
  A. Wensel

  
	
   

  	
  Title:

  	
  Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES
  DREDGE & DOCK

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah
  A. Wensel

  
	
   

  	
  Title:

  	
  Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES CARIBBEAN DREDGING,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah
  A. Wensel

  
	
   

  	
  Title:

  	
  Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
					



 

















 


	
   

  	
  DAWSON MARINE SERVICES
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Name:

  	
   Deborah A. Wensel

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIFTY-THREE DREDGING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William H. Hanson

  
	
   

  	
  Name:

  	
  William H.
  Hanson

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH AMERICAN
  SITE DEVELOPERS,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Name:

  	
   Deborah A. Wensel

  
	
   

  	
  Title: 

  	
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JDC SOIL
  MANAGEMENT &

  DEVELOPMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A.
  Wensel

  
	
   

  	
  Name:

  	
   Deborah
  A. Wensel

  
	
   

  	
  Title:

  	
  Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES DREDGE & DOCK

  COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A.
  Wensel

  
	
   

  	
  Name:

  	
   Deborah
  A. Wensel

  
	
   

  	
  Title:

  	
  Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
				



 

















 


	
   

  	
  BANK OF AMERICA, N.A., as Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffery T. white

  
	
   

  	
  Name:

  	
  Jeffery T. white

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as a Lender and

  as Issuing Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer L. Gerdes

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
								



 

















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON, acting through

  
	
   

  	
  its Cayman Islands Branch, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip Ho

  	
   

  
	
   

  	
  Name: Philip Ho

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mikhail Faybusovich

  	
   

  
	
   

  	
  Name: Mikhail Faybusovich

  
	
   

  	
  Title: Associate

  



 

















 


	
   

  	
  Denali Capital LLC,
  managing member of DC

  Funding Partners, portfolio manager for DENALI

  CAPITAL CLO I, LTD., or an affiliate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Thacker

  	
   

  
	
   

  	
  Title:

  	
  JOHN P. THACKER

  CHIEF CREDIT OFFICER

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Denali Capital LLC, managing member of

  DC Funding Partners, portfolio manager for

  DENALI CAPITAL CLO III, LTD., or an affiliate

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Thacker

  	
   

  
	
   

  	
  Title:

  	
  JOHN P. THACKER

  CHIEF CREDIT OFFICER

  	
   

  



 

















 


	
   

  	
  FIFTH THIRD BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Kaminski

  	
   

  
	
   

  	
  Title:

  	
  SUSAN KAMINSKI

  VICE PRESIDENT

  	
   

  



 

















 


	
   

  	
  FRANKLIN CLO II LIMITED, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Romeo J. Cruz

  	
   

  
	
   

  	
  Title:

  	
  Romeo J. Cruz

  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FRANKLIN CLO III LIMITED, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Romeo J. Cruz

  	
   

  
	
   

  	
  Title:

  	
  Romeo J. Cruz

  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FRANKLIN FLOATING RATE MASTER

  SERIES, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Madeline Lam

  	
   

  
	
   

  	
  Title:

  	
  Madeline Lam

  Asst. Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FRANKLIN FLOATING RATE TRUST, as a

  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Madeline Lam

  	
   

  
	
   

  	
  Title:

  	
  Madeline Lam

  Asst. Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FRANKLIN FLOATING RATE DAILY ACCESS

  FUND, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Madeline Lam

  	
   

  
	
   

  	
  Title:

  	
  Madeline Lam

  Asst. Vice President

  	
   

  



 

















 


	
   

  	
  ING PRIME RATE TRUST, as a Lender 

  
	
   

  	
  By: ING Investment Management Co.

  As its investment advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Hong

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ING SENIOR INCOME FUND, as a Lender

  By: ING Investment Management Co.

  As its investment advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Hong

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION, as

  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Title: First Vice President

  	
   

  



 

















 


	
   

  	
  LEHMAN BROTHERS INC., as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Francis J. Chang

  	
   

  
	
   

  	
  By:

  	
  Francis J. Chang

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LEHMAN COMMERCIAL PAPER INC., as a

  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Francis J. Chang

  	
   

  
	
   

  	
  By:

  	
  Francis J. Chang

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  



 

















 


	
   

  	
  MONUMENT PARK CDO LTD, as a Lender

  
	
   

  	
  By: Blackstone Debt Advisors L.P.

  As Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 

















 


	
   

  	
  NATIONAL CITY BANK, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael A. Moose

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  



 

















 


	
   

  	
  OAK BROOK BANK- OAK BROOK, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Henry Wessel

  	
   

  
	
   

  	
  Title:

  	
  Henry Wessel

  	
   

  
	
   

  	
   

  	
  VP

  	
   

  



 

















 


	
   

  	
  PILGRIM CLO 1999-1 LTD., as a Lender

  By: ING Investments, LLC

  As its investment advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Hong

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  SEQUILS PILGRIM I LTD, as a Lender

  By: ING Investments, LLC

  As its investment advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore M. Hong

  	
   

  
	
   

  	
  Title:

  	
   Vice President

  	
   

  



 

















 


	
   

  	
  THE NORTHERN TRUST COMPANY, as a

  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg Lunceford

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  UBS AG, STAMFORD BRANCH, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wilfred V. Saint

  	
  Wilfred V. Saint

  Director

  
	
   

  	
  Title:

  	
   

  	
  Banking Product

  Services, US

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joselin Fernandes

  	
  Joselin Fernandes

  Associate Director

  
	
   

  	
  Title:

  	
   

  	
  Banking Products

  Services, US

  



 

















 


	
   

  	
  VAN KAMPEN SENIOR INCOME TRUST

  
	
   

  	
   

  
	
   

  	
  By: Van Kampen Investment Advisory Corp, as

  Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darvin Pierce

  	
   

  
	
   

  	
  Title:

  	
  DARVIN PIERCE

  	
   

  
	
   

  	
   

  	
  EXECUTIVE DIRECTOR

  	
   

  
	
   

  	
  VAN KAMPEN SENIOR LOAN FUND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: Van Kampen Investment Advisory Corp, as

  Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darvin Pierce

  	
   

  
	
   

  	
  Title:

  	
  DARVIN PIERCE

  	
   

  
	
   

  	
   

  	
  EXECUTIVE DIRECTOR

  	
   

  



 

















 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:

  	
  Vice President