EX-10.1



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 3 

TO CREDIT AGREEMENT 
 THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of July 3, 2013, is made by and among Great Lakes Dredge & Dock Corporation (the
“Borrower”), the other “Credit Parties” from time to time party to the Credit Agreement referred to and defined below (together with the Borrower, the “Credit Parties”), the Lenders (as defined below)
signatory hereto and Wells Fargo Bank, National Association (“Wells Fargo”), as the Administrative Agent (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 Credit Parties, the financial institutions from time to time party thereto (collectively,
the “Lenders”) and Wells Fargo, as the Administrative Agent for the Lenders, as Swingline Lender and as an Issuing Lender are parties to that certain Credit Agreement, dated as of June 4, 2012 (as amended, restated,
supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”); and 
 WHEREAS, the
Borrower has requested that the Required Lenders, and subject to the terms and conditions set forth herein the Required Lenders have agreed to, amend certain provisions of 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 Credit Parties, the Required Lenders and the Administrative Agent, such parties hereby agree as follows: 

Section 1. Amendments to the Credit Agreement. Subject to the satisfaction of each of the conditions set forth in
Section 2 of this Amendment, the Credit Agreement is hereby amended as follows: 
 (a) Clause (a) of the
definition of “Consolidated Total Indebtedness” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

(a) all Indebtedness (other than (i) contingent Bonding Obligations and (ii) Operating Leases) of the
Borrower and its Subsidiaries on a Consolidated basis which, in accordance with GAAP, should be included as liabilities in the consolidated balance sheet of the Borrower and its Subsidiaries at such time, plus 

(b) Clause (i) of Section 10.1(m) of the Credit Agreement is hereby amended and restated in its entirety as
follows: 
 (i) Any Surety for the Borrower and its Subsidiaries discontinues providing a bonding facility for
the issuance of, or notifies the Borrower and its 







 
Subsidiaries that it will no longer issue, bonds, undertakings or instruments of guaranty which are necessary for the operation of the business of the Borrower and its Subsidiaries and the
Borrower 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 the Borrower and its Subsidiaries) to issue such bonds, undertakings or instruments of guaranty within 90 days of the date that such original Surety discontinued providing a bonding facility for the issuance of, or notified
the Borrower and its Subsidiaries that it will no longer issue, such bonds, undertakings or instruments of guaranty; provided, however, that it shall not be an Event of Default if the Surety declines to furnish individual bonds,
undertakings or instruments of guarantee so long as the Borrower and its Subsidiaries maintains a bonding facility as indicated above; or 
 Section 2. Effectiveness of this Amendment; Conditions Precedent. The provisions of Section 1 of this Amendment 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, in form and substance reasonably acceptable to the Administrative Agent, of counterparts of
this Amendment duly executed by the Borrower, the other Credit Parties and the Required Lenders. 
 Section 3.
Representations and Warranties. 
 (a) The Borrower and each other Credit Party hereby represents and warrants that this
Amendment and the Credit Agreement as amended hereby (collectively, the “Amendment Documents”) constitute legal, valid and binding obligations of the Borrower and the other Credit Parties enforceable against the Borrower and the
other Credit Parties in accordance with their terms. 
 (b) The Borrower and each other Credit Party hereby represents and
warrants that its execution and delivery of this Amendment, and the performance of the Amendment Documents, 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 Bonding Agreement, the Wells Fargo Documents and the Note Indenture. 
 (c) The Borrower and each other Credit Party hereby represents and warrants that before and after giving effect to the provisions of this Amendment, (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 Credit 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. 

  
 2 








 Section 4. Reaffirmation, Ratification and Acknowledgment. The Borrower and each
other Credit Party hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, 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 Credit Parties with respect to any subsequent modifications
to the Credit Agreement or the other Loan Documents. Except as modified hereby, the Credit Agreement is in all respects ratified and confirmed, and the Credit Agreement as modified by this Amendment 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 Amendment 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, except as specifically set forth herein. From and after the
effectiveness of this Amendment, (x) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit
Agreement, as amended hereby and (y) all references to the Credit Agreement appearing in any other Loan Document, or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to
the Credit Agreement, as amended hereby. 
 Section 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 Section 6. Administrative Agent’s Expenses.
The Borrower hereby agrees to promptly reimburse the Administrative Agent for all of the reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) it has
heretofore or hereafter incurred or incurs in connection with the preparation, negotiation and execution of this Amendment and the other documents, agreements and instruments contemplated hereby. 

Section 7. Counterparts. This Amendment may be executed in counterparts, each of which shall be an original and all of which
when together shall constitute one and the same agreement among the parties. Delivery of any executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed
counterpart hereof. 
 [Remainder of page left intentionally blank] 

  
 3 








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

			
	GREAT LAKES DREDGE & DOCK CORPORATION, as Borrower
		
	By:	 	 /s/ William S. Steckel





			
	Name:	 	William S. Steckel
	Title:	 	Senior Vice President and Chief Financial Officer
	
	 GREAT LAKES DREDGE & DOCK
 ENVIRONMENTAL, INC., as a Credit Party



 
			
		
	By:	 	 /s/ William S. Steckel





			
	Name:	 	William S. Steckel
	Title:	 	Senior Vice President and Chief Financial Officer
	
	GREAT LAKES DREDGE & DOCK COMPANY, LLC, as a Credit Party


 
			
		
	By:	 	 /s/ William S. Steckel





			
	Name:	 	William S. Steckel
	Title:	 	Senior Vice President and Chief Financial Officer
	
	DAWSON MARINE SERVICES COMPANY, as a Credit Party


 
			
		
	By:	 	 /s/ Catherine M.
Hoffman



 
			
	Name:	 	Catherine M. Hoffman
	Title:	 	President
	
	 NASDI HOLDINGS CORPORATION, as a
 Credit Party



 
			
		
	By:	 	 /s/ William S. Steckel





			
	Name:	 	William S. Steckel
	Title:	 	Chief Financial Officer


 Signature Page to 
 Amendment No. 3 to Credit Agreement 








			
	NASDI, LLC, as a Credit Party


 
			
		
	By:	 	 /s/ William S. Steckel





			
	Name:	 	William S. Steckel
	Title:	 	Vice President
	
	FIFTY-THREE DREDGING CORPORATION, as a Credit Party


 
			
		
	By:	 	 /s/ Paul E. Dinquel





			
	Name:	 	Paul E. Dinquel
	Title:	 	Vice President
	
	YANKEE ENVIRONMENTAL SERVICES, LLC, as a Credit Party


 
			
		
	By:	 	 /s/ William S. Steckel





			
	Name:	 	William S. Steckel
	Title:	 	Chief Financial Officer
	
	TERRA CONTRACTING SERVICES, LLC, as a Credit Party


 
			
		
	By:	 	 /s/ Katherine M. Hayes





			
	Name:	 	Katherine M. Hayes
	Title:	 	Treasurer


 Signature Page to 
 Amendment No. 3 to Credit Agreement 








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




			
		
	By:	 	 /s/ Sushim R. Shah





			
	Name:	 	Sushim R. Shah
	Title:	 	VP


 Signature Page to 
 Amendment No. 3 to Credit Agreement 








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


 
			
		
	By:	 	 /s/ Jonathan M.
Phillips



 
			
	Name:	 	Jonathan M. Phillips
	Title:	 	Senior Vice President


 Signature Page to 
 Amendment No. 3 to Credit Agreement 








			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender


 
			
		
	By:	 	 /s/ Patrick Flaherty





			
	Name:	 	Patrick Flaherty
	Title:	 	Vice President


 Signature Page to 
 Amendment No. 3 to Credit Agreement 








			
	BMO HARRIS FINANCING, INC., as a Lender


 
			
		
	By:	 	 /s/ Shahrokh Shah





			
	Name:	 	Shahrokh Shah
	Title:	 	Managing Director


 Signature Page to 
 Amendment No. 3 to Credit Agreement 








			
	FIFTH THIRD BANK, as a Lender


 
			
		
	By:	 	 /s/ Robert R. Mangers





			
	Name:	 	Robert R. Mangers
	Title:	 	Vice President


 Signature Page to 
 Amendment No. 3 to Credit Agreement 








			
	DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender


 
			
		
	By:	 	 /s/ Michael Winters





			
	Name:	 	Michael Winters
	Title:	 	Vice President


 
			
		
	By:	 	 /s/ Peter Cucchiara





			
	Name:	 	Peter Cucchiara
	Title:	 	Vice President


 Signature Page to 
 Amendment No. 3 to Credit Agreement