##### 



Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 6 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (this Agreement), dated March
31, 2003, is made by and among Great Lakes Dredge & Dock Corporation, a
Delaware corporation (the Borrower), the other Loan Parties from time to
time party to the Credit Agreement referred to and defined below (collectively,
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 successor to Bank of America National Trust and
Savings Association), as representative of the Lenders (in such capacity, the
Issuing Lender and the Administrative Agent). Undefined capitalized terms
used herein shall have the meanings ascribed to such terms in such Credit
Agreement.

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 August 19, 1998 (as heretofore amended and
restated by certain amendments dated as of October 8, 1999, October 23, 2000,
April 24, 2001, July 22, 2002 and October 1, 2002, 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.      Amendment 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 6.2(c) of the Credit Agreement is hereby amended by deleting
the word and appearing immediately before clause (iv) and by adding the
following provision immediately following such clause and immediately preceding
the proviso at the end of such section:



| |                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and (v) the Borrower may voluntarily repurchase, redeem, or otherwise
retire the notes issued pursuant to the Note Indenture and pay other Note
Indenture Obligations in connection therewith, provided that (A) the
aggregate amount of payments under this





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##### 





| |                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | clause (v) shall not exceed $58,100,000 and (B) the aggregate amount of
such payments funded with proceeds of Revolving Loans shall not exceed
$40,000,000, and

(b)      Section 6.2(i)(v) of the Credit Agreement is hereby amended to delete
such section in its entirety and to replace such section with the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) Capitalized Rentals (to the extent permitted by Section 6.3(a))
or purchase money Debt incurred by the Borrower or any of its
Subsidiaries to any Person to finance the acquisition, construction or
improvement of assets permitted to be acquired, constructed or improved
(provided that the Carolinaand FloridaFinancing may, in addition to
financing the acquisition, construction or improvement of assets, finance
the repurchase, redemption or other retirement of Note Indenture
Obligations pursuant to Section 6.2(c)(v) and other general corporate
purposes) pursuant to Section 6.3(a), including any such Debt incurred
after the acquisition, construction or improvement of such assets, so
long as, in each case, the amount of such Debt (other than any Carolina
and FloridaFinancing) does not exceed 100% and is not less than 50% of
the purchase price, construction cost or improvement cost of the assets
acquired, constructed or improved with the proceeds thereof and, in the
case of Debt incurred after the acquisition, construction or improvement
of the assets to be financed, such Debt is incurred no later than twelve
calendar months after such assets are acquired, constructed or improved;

(c)      Section 6.3(a) of the Credit Agreement is hereby amended to add the
following proviso to the end of such section:



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  and provided, further, however, that expenditures made or incurred and
constituting capital expenditures in accordance with GAAP in connection
with any Carolinaand FloridaFinancing, shall constitute Capital
Expenditures under this Section 6.3(a) only to the extent that such
expenditures exceed $42,000,000.

(d)      Section 6.3(b) of the Credit Agreement is hereby amended to delete in
its entirety the table of periods and ratios and to replace such table with the
following table:

|                               |  |               |  | 
|------------------------------ |  | ------------- |  | 
|Period                        |  | Ratio        
|                               |  |              
|January 1, 2003 and thereafter |  | 4.25 to 1.00

(e)      Section 6.3(c) of the Credit Agreement is hereby amended to delete in
its entirety the table of periods and ratios and to replace such table with the
following table:

|                            |  |              |  |  |  | 
|--------------------------- |  | ------------ |  |  |  | 
|Period                     |  | Ratio       
|                            |  |             
|January 1, 2003 through and |  |              |  | 
|including December 31, 2003 |  | 2.00 to 1.00

2



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|                               |  |               |  |  |  | 
|------------------------------ |  | ------------- |  |  |  | 
|Period                        |  | Ratio        
|                               |  |              
|January 1, 2004 through and    |  |               |  | 
|including December 31, 2004    |  | 1.75 to 1.00 
|                               |  |               |  |  |  | 
|January 1, 2005 and thereafter |  | 1.50 to 1.00

(f)      Schedule I to the Credit Agreement is hereby amended to delete the
tables contained in 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 in its entirety and to replace
such table with the following table:

|                                                   |  |            |      |                |  |                 |      |                  |  |                  |      |   |  |            |      |            |  |  |       |  
|-------------------------------------------------- |  | ---------- | ---- | -------------- |  | --------------- | ---- | ---------------- |  | ---------------- | ---- | - |  | ---------- | ---- | ---------- |  |  | ----- | -
|                                                   |  |            |      |                |  |                 |      |                  |  |                  |      |   |  | Applicable |      | Applicable
|Total                                              |  | Applicable |      | Applicable     |  | Applicable      |      | Financial        |  | Performance     
|Leverage                                           |  | Base Rate  |      | Commitment     |  | Eurodollar Rate |      | Letter of Credit |  | Letter of Credit
|Ratio                                              |  | Margin     |      | Fee Percentage |  | Margin          |      | Fee Percentage   |  | Fee Percentage  
|                                                   |  |            |      |                |  |                 |      |                  |  |                 
|Less than 2.25x                                    |  |            | 0.00 |                |  |                 | 0.30 | %                |  |                  | 1.50 | % |  |            | 1.50 | %          |  |  | 0.750 | %
|Greater than or
equal to 2.25x but less 2.75x      |  |            | 0.25 |                |  |                 | 0.35 | %                |  |                  | 1.75 | % |  |            | 1.75 | %          |  |  | 0.875 | %
|Greater than or
equal to 2.75x but less 3.25x      |  |            | 0.50 |                |  |                 | 0.40 | %                |  |                  | 2.00 | % |  |            | 2.00 | %          |  |  | 1.00  | %
|Greater than or
equal to 3.25x but less than 3.75x |  |            | 0.75 |                |  |                 | 0.45 | %                |  |                  | 2.25 | % |  |            | 2.25 | %          |  |  | 1.125 | %
|Greater than or
equal to 3.75x                     |  |            | 1.00 |                |  |                 | 0.50 | %                |  |                  | 2.50 | % |  |            | 2.50 | %          |  |  | 1.25  | %

(g)      Schedule I of the Credit Agreement is further amended to delete the
text of clause (ii) of the proviso contained in 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 in
its entirety and to replace such text with the following text:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | notwithstanding the foregoing, (a) for the period beginning on April 1,
2003 and ending on September 30, 2003, 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 Periods
shall be determined as if the Total Leverage Ratio is greater than or
equal to 3.25 to 1.00 but less than 3.75 to 1.00; provided, that if the
Total Leverage Ratio is greater than or equal to 3.75 to 1.00 on December
31, 2002 or March 31, 2003, 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 the first Pricing Period

3



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | commencing after such date shall be determined based upon the Total
Leverage Ratio as of such date, and (b) for the period beginning October
1, 2003 and ending on the first day of the first Pricing Period
commencing November 14, 2003, 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 based upon the Total Leverage Ratio as of June 30,
2003 and

(h)  Schedule I of the Credit Agreement is further amended to add the
following definition in its appropriate alphabetical location:



| |                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Carolinaand FloridaFinancing means the refinancing of the
operating leases of the Carolinaor the Floridamaritime vessels and the
related equipment and support vessels with either Capitalized Leases or
purchase money installment Debt with respect thereto.

(i)      Schedule I to the Credit Agreement is further amended to delete the
definition of Revolving Commitment Amount in its entirety and to substitute
the following therefor:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Revolving Commitment Amount means $80,000,000 until March 30,
2004, $77,500,000 from March 31, 2004 until June 29, 2004, $75,000,000
from June 30, 2004 until September 29, 2004, $72,500,000 from September
30, 2004 until December 30, 2004 and $70,000,000 from and after December
31, 2004, as the same may be reduced after the Closing Date pursuant to
Section 2.2, it being understood and agreed that any such reduction after
March 31, 2003 pursuant to Section 2.2 shall effect a reduction to the
foregoing amounts applicable to each period remaining at the time of such
reduction in an amount equal to the reduction required by such section.

(j)      Schedule II to the Credit Agreement is hereby deleted in its entirety
and replaced with the restated schedule attached hereto as Annex I.

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:

(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 and each Lender whose Revolving
Commitment is to be increased pursuant to this Agreement;

(b)      fully-executed copies of amended and restated Revolving Notes (the
Amended and Restated Notes) executed and delivered by an Authorized Officer
of the Borrower and made payable to each Lender whose Revolving Commitment is
to be increased pursuant to this Agreement;

4



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##### 



(c)      a copy of the annual audit report for the 2002 Fiscal Year for the
Borrower and its Subsidiaries.

(d)      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, the Amended and Restated Notes 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;

(e)      legal opinion of Winston & Strawn, counsel to the Borrower, addressed
to the Administrative Agent and the Lenders, and in form and substance
reasonably acceptable to the Administrative Agent, addressing matters relating
to this Agreement; and

(f)      payment in full from the Borrower, in immediately available funds, of
(i) an amendment fee payable to each Lender executing and delivering a
counterpart signature page to this Agreement on or before March 31, 2003 in an
amount equal to 0.25% of the sum of such Lenders Revolving Commitment,
calculated before giving effect to the provisions of Section 1 of this
Agreement, plus the outstanding principal balance of such Lenders Term Loan,
(ii) a commitment increase fee payable to each Lender in an amount equal to
0.375% of the amount, if any, by which such Lenders Revolving Commitment is to
be increased pursuant to the provisions of Section 1 of this Agreement and
(iii) the structuring fee required under that certain fee letter of even date
herewith by and among Bank of America, N.A., and the Borrower, all of which
aforementioned fees shall be fully earned and non-refundable when paid.

3.      Representations, Warranties and Covenants.

(a)      The Borrower and each other Loan Party hereby represents and warrants
that this Agreement, the Amended and Restated Notes 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
other Amendment Documents have been duly authorized by all proper corporate
action, do not violate any provision of its articles or certificate of
incorporation or bylaws, 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 Reliance 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.

5



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(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 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, the fees described in
Section 2(f) of this Agreement.

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 and decisions of the State of Illinois (including
S.H.A. 735 ILCS 105/5-1, et. seq., but without giving effect to any other
conflicts of law provisions).

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.

6



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

| |  |                                                                                     
| |  | ------------------------------------------------------------------------------------
| |  | GREAT LAKES DREDGE & DOCKCORPORATION                                                
| |  |                                                                                     
| |  | By: /s/ Deborah A. Wensel
Name: Deborah A. Wensel
Title: Sr. Vice President and CFO 
| |  |                                                                                     
| |  | GREAT LAKES DREDGE & DOCK COMPANY                                                   
| |  |                                                                                     
| |  | By: /s/ Deborah A. Wensel
Name: Deborah A. Wensel
Title: Sr. Vice President and CFO 
| |  |                                                                                     
| |  | DAWSON MARINE SERVICES COMPANY
(formerly, Dawson Dredging Company)                  
| |  |                                                                                     
| |  | By: /s/ Deborah A. Wensel
Name: Deborah A. Wensel
Title: Sr. Vice President and CFO 
| |  |                                                                                     
| |  | FIFTY-THREE DREDGING CORPORATION                                                    
| |  |                                                                                     
| |  | By: /s/ Susan M. Williams
Name: Susan M. Williams
Title: Secretary                  
| |  |                                                                                     
| |  | GREAT LAKES CARIBBEAN DREDGING, INC.                                                
| |  |                                                                                     
| |  | By: /s/ Deborah A. Wensel 
Name: Deborah A. Wensel
Title: Sr. Vice President and CFO
| |  |                                                                                     
| |  | NORTH AMERICAN SITE DEVELOPERS, INC.                                                

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT





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| |  |                                                                                    
| |  | -----------------------------------------------------------------------------------
| |  | By: /s/ Deborah A. Wensel
Name: Deborah A. Wensel
Title: Sr. Vice President and CFO

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT





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| |  |                                                                                                                        
| |  | -----------------------------------------------------------------------------------------------------------------------
| |  | BANK OF AMERICA, N.A. (as successor to Bank
of America National Trust and Savings
Association), as Administrative Agent
| |  |                                                                                                                        
| |  | By: /s/ Kristine Thennes
Name: Kristine Thennes
Title: Vice President                                                  
| |  |                                                                                                                        
| |  | BANK OF AMERICA, N.A. (as successor to Bank
of America National Trust and Savings
Association), as a Lender            
| |  |                                                                                                                        
| |  | By: /s/ Jennifer L. Gerdes
Name: Jennifer L. Gerdes
Title: Vice President                                              
| |  |                                                                                                                        
| |  | FLEET NATIONAL BANK (as successor to Summit
Bank), as a Lender                                                         
| |  |                                                                                                                        
| |  | By: /s/ David J. Bardwil
Name: David J. Bardwil
Title: S.V.P.                                                          
| |  |                                                                                                                        
| |  | LASALLE NATIONAL BANK N.A., as a Lender                                                                                
| |  |                                                                                                                        
| |  | By: /s/ Steve Trepiccione
Name: Steve Trepiccione
Title: F.V.P.                                                        
| |  |                                                                                                                        
| |  | COMERICA BANK-DETROIT, as a Lender                                                                                     
| |  |                                                                                                                        
| |  | By: /s/ Alan S. Carlyle
Name: Alan S. Carlyle
Title: Assistant Vice President                                          

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT





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##### 



| |  |                                                                          
| |  | -------------------------------------------------------------------------
| |  | THE NORTHERN TRUST COMPANY, as aLender                                   
| |  |                                                                          
| |  | By: /s/ Robin Cohen
Name: Robin Cohen
Title: Vice President              
| |  |                                                                          
| |  | NATIONAL CITY BANK OF MICHIGAN/ILLINOIS, as a Lender                     
| |  |                                                                          
| |  | By: /s/ Mark R. Long
Name: Mark R. Long
Title: Senior Vice President     
| |  |                                                                          
| |  | OAK BROOK BANK- OAK BROOK, as a Lender                                   
| |  |                                                                          
| |  | By: /s/ Henry Wessel
Name: Henry Wessel
Title: VP                        
| |  |                                                                          
| |  | WELLS FARGO BANK, NA, as a Lender                                        
| |  |                                                                          
| |  | By: /s/ R. Duncan Sinclair
Name: R. Duncan Sinclair
Title: Vice President

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT





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##### 



SCHEDULE II

LIST OF PERCENTAGES AND APPLICABLE LENDING OFFICES

AND REALLOCATION SCHEDULE

|                     |         |                          |                          |                          |                          |  |  |   |               |  
|-------------------- | ------- | ------------------------ | ------------------------ | ------------------------ | ------------------------ |  |  | - | ------------- | -
|Name of Bank         |         | Domestic Lending Office  |                          | Eurodollar Office       
|                     |         |                          |                          |                         
|Bank of America, N.A |         | 231 South LaSalle Street |                          | 231 South LaSalle Street
|                     |         | Chicago, Illinois  60697 |                          | Chicago, Illinois  60697
|                     |         | Attn:  Jennifer Gerdes   |                          | Attn:  Jennifer Gerdes  
|                     |         |                          |                          |                          |                          |  |  |  
|                     |         | Revolving Commitment:    |                          |                          |                          |  |  | $ | 14,675,324.66 |  
|                     |         | Term Commitment:         |                          |                          |                          |  |  | $ | 1,668,951.29  | 1
|                     |         | Total Commitment:        |                          |                          |                          |  |  | $ | 16,344,275.95 |  
|                     |         | Percentage:              |                          |                          |                          |  |  |   | 18.344155929  | %
|                     |         |                          |                          |                          |                          |  |  |  
|Fleet National Bank  |         | Mail Stop: NJRP47502D    |                          | Mail Stop: NJRP47502D   
|                     |         | 208 Harristown Road      |                          | 208 Harristown Road     
|                     |         | Glen Rock, NJ  07452     |                          | Glen Rock, NJ  07452    
|                     |         | Attn:  David Bardwell    |                          | Attn:  David Bardwell   
|                     |         |                          |                          |                          |                          |  |  |  
|                     |         | Revolving Commitment:    |                          |                          |                          |  |  | $ | 10,505,050.51 |  
|                     |         | Term Commitment:         |                          |                          |                          |  |  | $ | 1,194,686.87  |  
|                     |         | Total Commitment:        |                          |                          |                          |  |  | $ | 11,699,737.38 |  
|                     |         | Percentage:              |                          |                          |                          |  |  |   | 13.131313143  | %
|                     |         |                          |                          |                          |                          |  |  |  
|The Northern Trust   |         | 50 South LaSalle Street  |                          | 50 South LaSalle Street 
|                     | Company |                          | Chicago, Illinois  60675 |                          | Chicago, Illinois  60675
|                     |         | Attn:  Robin Brody       |                          | Attn:  Robin Brody      
|                     |         |                          |                          |                          |                          |  |  |  
|                     |         | Revolving Commitment:    |                          |                          |                          |  |  | $ | 7,272,727.27  |  
|                     |         | Term Commitment:         |                          |                          |                          |  |  | $ | 827,090.91    |  
|                     |         | Total Commitment:        |                          |                          |                          |  |  | $ | 8,099,818.18  |  
|                     |         | Percentage:              |                          |                          |                          |  |  |   | 9.090909071   | %



---

|1 Original Term Commitment was $55,000,000, and Total Aggregate Commitment was
$125,000,000 at the Closing Date. Amounts shown above are based on outstanding
Term Loans as of March 31, 2003.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### 



|                           |                       |                          |  |                          |  |  |   |               |  
|-------------------------- | --------------------- | ------------------------ |  | ------------------------ |  |  | - | ------------- | -
|Name of Bank               |                       | Domestic Lending Office  |  | Eurodollar Office       
|                           |                       |                          |  |                         
|LaSalle National Bank N.A. |                       | 135 South LaSalle Street |  | 135 South LaSalle Street
|                           |                       | Suite 214                |  | Suite 214               
|                           |                       | Chicago, Illinois  60603 |  | Chicago, Illinois  60603
|                           |                       | Attn:  Steve Trepiccione |  | Attn:  Steve Trepiccione
|                           |                       |                          |  |                          |  |  |   |              
|                           | Revolving Commitment: |                          |  |                          |  |  | $ | 8,888,888.89  |  
|                           | Term Commitment:      |                          |  |                          |  |  | $ | 1,010,888.89  |  
|                           | Total Commitment:     |                          |  |                          |  |  | $ | 9,899,777.78  |  
|                           | Percentage:           |                          |  |                          |  |  |   | 11.111111071  | %
|                           |                       |                          |  |                          |  |  |   |              
|Comerica Bank-Detroit      |                       | 500 Woodward Avenue      |  | 500 Woodward Avenue     
|                           |                       | Detroit, MI 48226-3240   |  | Detroit, MI  48226-3240 
|                           |                       | Attn:  Alan Carlyle      |  | Attn:  Alan Carlyle     
|                           |                       |                          |  |                          |  |  |   |              
|                           | Revolving Commitment: |                          |  |                          |  |  | $ | 8,888,888.89  |  
|                           | Term Commitment:      |                          |  |                          |  |  | $ | 1,010,888.89  |  
|                           | Total Commitment:     |                          |  |                          |  |  | $ | 9,899,777.78  |  
|                           | Percentage:           |                          |  |                          |  |  |   | 11.111111071  | %
|                           |                       |                          |  |                          |  |  |   |              
|National City Bank         |                       | 2021 Spring Road         |  | 2021 Spring Road        
|of Michigan/Illinois       |                       | Suite 600                |  | Suite 600               
|                           |                       | Oak Brook, IL  60523     |  | Oak Brook, IL  60523    
|                           |                       | Attn:  Mark R. Long      |  | Attn:  Mark R. Long     
|                           |                       |                          |  |                          |  |  |   |              
|                           | Revolving Commitment: |                          |  |                          |  |  | $ | 13,362,193.37 |  
|                           | Term Commitment:      |                          |  |                          |  |  | $ | 1,519,615.44  |  
|                           | Total Commitment:     |                          |  |                          |  |  | $ | 14,881,808.81 |  
|                           | Percentage:           |                          |  |                          |  |  |   | 16.702741714  | %
|                           |                       |                          |  |                          |  |  |   |              
|Oak Brook Bank-Oak Brook   |                       | 1400 16th Street         |  | 1400 16th Street        
|                           |                       | Oak Brook, IL  60523     |  | Oak Brook, IL  60523    
|                           |                       | Attn:  Henry Wessel      |  | Attn:  Henry Wessel     
|                           |                       |                          |  |                          |  |  |   |              
|                           | Revolving Commitment: |                          |  |                          |  |  | $ | 5,468.975.47  |  
|                           | Term Commitment:      |                          |  |                          |  |  | $ | 621,959.24    |  
|                           | Total Commitment:     |                          |  |                          |  |  | $ | 6,090,934.71  |  
|                           | Percentage:           |                          |  |                          |  |  |   | 6.836219357   | %

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT





---



##### 



|                     |                       |                           |  |                           |  |  |   |               |  
|-------------------- | --------------------- | ------------------------- |  | ------------------------- |  |  | - | ------------- | -
|Name of Bank         |                       | Domestic Lending Office   |  | Eurodollar Office        
|                     |                       |                           |  |                          
|Wells Fargo Bank, NA |                       | 6th & Marquette           |  | 6th & Marquette          
|                     |                       | MAC:  N9305-050           |  | MAC:  N9305-050          
|                     |                       | Attn:  R. Duncan Sinclair |  | Attn:  R. Duncan Sinclair
|                     |                       |                           |  |                           |  |  |   |              
|                     | Revolving Commitment: |                           |  |                           |  |  | $ | 10,937,950.95 |  
|                     | Term Commitment:      |                           |  |                           |  |  | $ | 1,243,918.47  |  
|                     | Total Commitment:     |                           |  |                           |  |  | $ | 12,181,869.42 |  
|                     | Percentage:           |                           |  |                           |  |  |   | 13.672438643  | %

|                             |  |   |            | 
|---------------------------- |  | - | ---------- | 
|Total Revolving Commitments: |  | $ | 80,000,000 | 
|Total Term Commitment:       |  | $ | 9,098,000  | 
|                             |  |   |            | 
|Total Aggregate Commitment:  |  | $ | 89,098,000 | 

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT