**Exhibit 10.1**

 

**THIRD AMENDMENT**

**TO CREDIT AGREEMENT ANDRELATED LOAN DOCUMENTS**

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THISTHIRD AMENDMENT TO CREDIT AGREEMENT AND RELATED LOAN DOCUMENTS (this “Agreement”),dated as of August 1, 2005, is by and among GREAT LAKES DREDGE &DOCK COMPANY, a New Jersey corporation (the “Borrower”), GREAT LAKESDREDGE & DOCK CORPORATION, a Delaware corporation (the “Guarantor”),and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Lender”).

 

WITNESSETH :

 

WHEREAS,the Borrower and the Lender are parties to that certain Credit Agreement datedas of December 17, 2003 (as amended by that certain First Amendment toCredit Agreement and Guaranty dated as of September 30, 2004, that certainSecond Amendment to Credit Agreement dated as of July 6, 2005, and asotherwise amended, restated, supplemented or modified and in effect from timeto time, the “Credit Agreement”), pursuant to which the Lender hasextended the Loan to the Borrower;

 

WHEREAS,the Borrower desires to convert to a Delaware limited liability company throughthe merger of the Borrower with and into Great Lakes Dredge & DockCompany, LLC, a Delaware limited liability company (“Great Lakes LLC”),with Great Lakes LLC as the surviving entity (the “Merger”);

 

WHEREAS,the Borrower is a wholly-owned subsidiary of Great Lakes LLC; and

 

WHEREAS,the Borrower has requested that the Lender consent to the Merger and amend theCredit Agreement and the applicable Loan Documents in certain respects as setforth herein, and the Lender is agreeable to the same, subject to the terms andconditions hereof.

 

NOW,THEREFORE, in consideration of the premises and of the mutual covenantscontained herein, and other good and valuable consideration the receipt andadequacy of which are hereby acknowledged, the parties hereto hereby agree asfollows:

 

# 1.                                       Defined Terms.  Terms capitalized herein and nototherwise defined herein are used with the meanings ascribed to such terms inthe Credit Agreement.

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# 2.                                       Amendments to Credit Agreement.  Subjectto satisfaction of the conditions set forth in Section 5 of thisAgreement, the Credit Agreement is hereby amended as follows:

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## (a)                                  Eachreference in the Credit Agreement to (i) “Great Lakes Dredge &Dock Company, a corporation duly organized and validly existing under the lawsof the State of New Jersey,” shall be amended hereby to be a reference to “GreatLakes Dredge & Dock Company, LLC, a limited liability company dulyorganized and validly existing under the laws of the State of Delaware (assuccessor by merger to Great Lakes Dredge & Dock Company)” and (ii) “Great Lakes Dredge & Dock Company” shall be amended hereby to be areference to “Great 

 

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## Lakes Dredge & Dock Company, LLC (assuccessor by merger to Great Lakes Dredge & Dock Company)”.

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## (b)                                 Section 1.1of the Credit Agreement is hereby further amended by inserting the followingnew definition in the appropriate alphabetical order therein:

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“Merger”means the merger of Great Lakes Dredge & Dock Company, a New Jerseycorporation, with and into Great Lakes Dredge & Dock Company, LLC, a****Delaware limited liability company and thesurvivor of such merger.

 

## (c)                                  Section 5.1(a) ofthe Credit Agreement is hereby amended by amending and restating such section inits entirety as follows:

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(a)                                  Organizationand Powers.  It is a limitedliability company duly organized, validly existing and in good standing underthe laws of the state of its organization, and is duly qualified and authorizedto transact business as a foreign limited liability company and in goodstanding under the laws of each jurisdiction in which qualification and goodstanding are necessary in order to carry on its present business and operations(except such jurisdictions where failure to so qualify would not reasonably beexpected to have a Material Adverse Effect). It has all requisite limited liability company power and authority toenter into and to perform its obligations under this Agreement and the otherLoan Documents to which it is a party and to own, operate, and mortgage theVessels, except as would not reasonably be expected to have a Material AdverseEffect.

 

## (d)                                 Section 5.1(b) ofthe Credit Agreement is hereby amended by amending and restating such section inits entirety as follows:

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(b)                                 Authorization.  It has duly authorized by all requisite limitedliability company action the execution, delivery and performance of each of theLoan Documents to which it is a party, and the execution, delivery andperformance by it of such Loan Documents will not violate any provision of law,any order of any court or other agency of government, its certificate offormation or limited liability company agreement, or any material indenture,agreement or other instrument to which it is a party, or by which it or any ofits property or assets is bound, or be in conflict with, result in a breach of,or constitute (with due notice or lapse of time, or both) a default under anysuch material indenture, agreement or other instrument, or result in thecreation or imposition of any lien, charge or encumbrance of any nature whatsoeverupon any of its property or assets except as otherwise permitted, required orcontemplated by the Loan Documents.  TheLoan Documents constitute the legal, valid and binding obligations of theBorrower, enforceable against it, in accordance with the terms thereof, subjectto bankruptcy, insolvency, reorganization, moratorium or other similar lawsaffecting creditors’ rights generally and

 

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togeneral principles of equity, regardless of whether enforcement is sought in aproceeding at law or in equity.

 

## (e)                                  Section 5.2(b) ofthe Credit Agreement is hereby amended by amending and restating such section inits entirety as follows:

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(b)                                 Existence.  The Borrower shall continue to maintain itsexistence, good standing and qualifications to do business in all jurisdictionsin which such qualification and good standing are necessary in order for it toconduct its business and own its property as presently conducted and owned insuch jurisdictions (except in such jurisdictions where the failure to remain soqualified and in good standing could not reasonably be expected to have aMaterial Adverse Effect).

 

## (f)                                    Section 5.3(b) ofthe Credit Agreement is hereby amended by amending and restating such section inits entirety as follows:

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(b)                                 Jurisdictionof Organization; Place of Business. Change its jurisdiction of organization or the location of its principalplace of business from that set forth in Section 7.2 without givingthe Lender at least fifteen (15) Business Days prior written notice of suchchange and setting forth in detail the new jurisdiction of organization and/orcomplete address of such new place of business, and in furtherance thereof, theLender is authorized to authenticate and file Uniform Commercial Code financingstatements, amendments or continuation statements in such jurisdiction orjurisdiction as the Lender shall deem reasonably necessary or appropriate.

 

## (g)                                 Section 5.3(d) ofthe Credit Agreement is hereby amended by (i) deleting the period at theend of clause (2) thereof and replacing it with “; or” and (ii) addinga new clause (3) at the end of such section to read as follows:

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(3)                                  theMerger.

 

## (h)                                 Section 7.2of the Credit Agreement is amended hereby by deleting the reference to “GreatLakes Dredge & Dock Company” and inserting in lieu thereof a referenceto “Great Lakes Dredge & Dock Company, LLC”.

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# 3.                                       Amendments to Certain Loan Documents.  Subjectto satisfaction of the conditions set forth in Section 5 of thisAgreement, each of the Assignment of Insurances, the Assignment of Earnings andthe Guaranty is hereby amended as follows:

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## (a)                                  eachreference to “Great Lakes Dredge & Dock Company, a corporation dulyorganized and existing under the laws of the State of New Jersey,” or “Borrower”is amended hereby to be a reference to “Great Lakes Dredge & DockCompany, LLC, a limited liability company duly organized and existing under thelaws of the State of Delaware (as successor by merger to Great Lakes Dredge &Dock Company)”; and

 

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## (b)                                 eachreference to “Great Lakes Dredge & Dock Company” or “Borrower” isamended hereby to be a reference to “Great Lakes Dredge & DockCompany, LLC (as successor by merger to Great Lakes Dredge & Dock Company)”.

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# 4.                                       Consent.  Subject to satisfaction of theconditions set forth in Section 5 of this Agreement, the Lenderhereby consents to the consummation of the Merger pursuant to the terms andconditions of this Agreement.

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# 5.                                       Conditions Precedent.  The amendmentsto the Credit Agreement set forth in Section 2 of this Agreement,the amendments to the Loan Documents set forth in Section 3 of thisAgreement and the Lender’s consent set forth in Section 4 of thisAgreement shall be effective upon satisfaction of the following conditionsprecedent:

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## (a)                                  thisAgreement shall have been duly executed and delivered by all parties hereto;

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## (b)                                 anAssumption Agreement in the form of Exhibit A attached hereto shallhave been duly executed and delivered by Great Lakes LLC;

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## (c)                                  anAmended and Restated Secured Promissory Note in the form of Exhibit Battached hereto shall have been duly executed and delivered by Great Lakes LLC;

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## (d)                                 aSupplement No. One to First Preferred Fleet Mortgage in the form of Exhibit Cattached hereto shall have been duly executed, notarized and delivered by GreatLakes LLC;

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## (e)                                  theLender shall have received a certificate signed by the secretary or anassistant secretary of Great Lakes LLC as to the incumbency and signature ofthe officers of Great Lakes LLC executing this Agreement and any Loan Documentand any certificate or other document or instrument to be delivered pursuanthereto by or on behalf of Great Lakes LLC, together with evidence of theincumbency of such secretary or assistant secretary, as the case may be andcertifying as true and correct and attaching copies of the certificate offormation, limited liability company agreement, the “as filed” copy of thecertificate of merger filed with the Secretary of the State of Delaware and resolutionsadopted by the Board of Managers of Great Lakes LLC;

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## (f)                                    theLender shall have received a good standing certificate for Great Lakes LLC fromits jurisdiction of organization;

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## (g)                                 anappropriate UCC financing statement of Great Lakes LLC with respect to thesecurity interest created pursuant to the Loan Documents shall have beenprepared and filed with the Secretary of State of the State of Delaware;

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## (h)                                 theVessels shall, contemporaneously with the effectiveness of the Merger, be dulytransferred to Great Lakes LLC;

 

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## (i)                                     theBorrower shall, contemporaneously with the effectiveness of the Merger,surrender the marine documents of the Vessels to the U.S. Coast Guard, NationalVessel Documentation Center, and request that the Vessels be duly and properlyredocumented in the name of Great Lakes LLC;

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## (j)                                     theLender shall continue to hold a first preferred fleet mortgage over theVessels, having priority since the date of original recordation of the FleetMortgage;

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## (k)                                  GreatLakes LLC shall be a “citizen of the United States” within the meaning of Section 2of the Shipping Act, 1916, as amended;

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## (l)                                     GreatLakes LLC shall deliver or cause to be delivered to the Lender a certificate orother evidence satisfactory to the Lender, issued by its marine insurer and/orbrokers, confirming that all insurances currently in effect with respect to theVessels shall continue to remain in full force and effect notwithstanding thechange of ownership and shall continue to show the Lender as loss payee andfirst mortgagee, with all premiums fully paid to date;

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## (m)                               theLender shall have received an opinion of counsel to Great Lakes LLC, in formand substance reasonably satisfactory to the Lender; and

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## (n)                                 theBorrower or Great Lakes LLC shall have paid to the Lender and its counsel allfees and expenses due pursuant to Section 8(a) hereof.

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# 6.                                       Actions to be Taken Following the Consummation ofthe Merger.  Each of the parties hereto hereby furtheragree to take the following actions promptly after consummation of the Merger:

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## (a)                                  promptlyfollowing the Merger and the satisfaction of the conditions precedent set forthabove, the Lender shall return to a representative of the Borrower marked ascancelled the Secured Promissory Note dated December 17, 2003 executed bythe Borrower in the original principal amount of $23,400,000;

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## (b)                                 promptlyfollowing the Merger, Great Lakes LLC shall deliver to the Lender updatedCertificates of Ownership and Certificates of Documentation for each of theVessels FLORIDA, KEY WEST and G.L. 184; and

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## (c)                                  promptlyfollowing the Merger, Great Lakes LLC shall prepare, with respect to eachVessel, a new Notice of Mortgage and, with respect to the Vessel FLORIDA,Official Number 506446, a Letter to the Master in form and substance reasonablysatisfactory to the Lender, the receipt of which shall be acknowledged by theMaster of such vessel.

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# 7.                                       Representations and Warranties.  In orderto induce the Lender to enter into this Agreement, the Borrower and theGuarantor hereby represent and warrant to the Lender, in each case after givingeffect to this Agreement, as follows:

 

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## (a)                                  Eachof the Borrower and the Guarantor has the right, power and capacity and hasbeen duly authorized and empowered by all requisite corporate and shareholderaction to enter into, execute, deliver and perform this Agreement and allagreements, documents and instruments executed and delivered pursuant to thisAgreement.

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## (b)                                 ThisAgreement constitutes each of the Borrower’s and the Guarantor’s legal, validand binding obligation, enforceable against it, except as enforcement thereofmay be subject to the effect of any applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting creditors’ rightsgenerally and general principles of equity (regardless of whether suchenforcement is sought in a proceeding in equity or at law or otherwise).

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## (c)                                  Theexecution, delivery and performance of this Agreement by the Borrower and theGuarantor does not and will not violate such party’s certificate or articles ofincorporation (as applicable) or by-laws, any law, rule, regulation, order,writ, judgment, decree or award applicable to the Borrower or the Guarantor orany contractual provision to which the Borrower or the Guarantor is a party orto which the Borrower or the Guarantor or any of their respective properties issubject.

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## (d)                                 Noauthorization or approval or other action by, and no notice to or filing or registrationwith, any governmental authority or regulatory body (other than those whichhave been obtained and are in force and effect) is required in connection withthe execution, delivery and performance by the Borrower or the Guarantor ofthis Agreement and all agreements, documents and instruments executed anddelivered pursuant to this Agreement.

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## (e)                                  NoEvent of Default or Default exists under the Credit Agreement or would existafter giving effect to this Agreement.

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# 8.                                       Miscellaneous.  The parties hereto hereby furtheragree as follows:

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## (a)                                  Paymentof Costs.  The Borrower hereby agreesto pay all reasonable out-of-pocket costs and expenses (evidenced by invoicesin reasonable detail) incurred by the Lender (including the reasonable fees andexpenses of its counsel) in connection with the preparation, execution anddelivery of this Agreement.

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## (b)                                 Counterparts.  This Agreement may be executed in one or morecounterparts, each of which, when executed and delivered, shall be deemed to bean original and all of which counterparts, taken together, shall constitute butone and the same document with the same force and effect as if the signaturesof all of the parties were on a single counterpart, and it shall not benecessary in making proof of this Agreement to produce more than one (1) suchcounterpart.

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## (c)                                  Headings.  Headings used in this Agreement are forconvenience of reference only and shall not affect the construction of thisAgreement.

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## (d)                                 Integration.  This Agreement, the other agreements anddocuments executed and delivered pursuant to this Agreement, the CreditAgreement and the other Loan

 

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## Documents constitute the entire agreement among theparties hereto with respect to the subject matter hereof.

 

## (e)                                  GoverningLaw.  THIS AGREEMENT SHALL BE DEEMEDTO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALLPURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF SAIDSTATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONSLAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

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## (f)                                    BindingEffect.  This Agreement shall bebinding upon and inure to the benefit of and be enforceable by the Borrower,the Guarantor and the Lender and their respective successors and assigns.  Except as expressly set forth to the contraryherein, this Agreement shall not be construed so as to confer any right orbenefit upon any Person other than the Borrower, the Guarantor and the Lenderand their respective successors and permitted assigns.

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## (g)                                 Amendment;Waiver.  The parties hereto agree andacknowledge that nothing contained in this Agreement in any manner or respectlimits or terminates any of the provisions of the Credit Agreement or any ofthe other Loan Documents other than as expressly set forth herein and furtheragree and acknowledge that the Credit Agreement (as amended hereby) and each ofthe other Loan Documents remain and continue in full force and effect and arehereby ratified and confirmed.  Except tothe extent expressly set forth herein, the execution, delivery andeffectiveness of this Agreement shall not operate as an amendment of anyrights, power or remedy of the Lender under the Credit Agreement or any otherLoan Document, nor constitute an amendment of any provision of the CreditAgreement or any other Loan Document.  Nodelay on the part of the Lender in exercising any of its rights, remedies,powers and privileges under the Credit Agreement or any of the Loan Documentsor partial or single exercise thereof, shall constitute an amendmentthereof.  On and after the Effective Dateeach reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”“herein” or words of like import, and each reference to the Credit Agreement inthe Loan Documents and all other documents delivered in connection with theCredit Agreement shall mean and be a reference to the Credit Agreement asamended hereby.  None of the terms andconditions of this Agreement may be changed, waived, modified or varied in anymanner, whatsoever, except in accordance with Section 7.1 of theCredit Agreement.

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## (h)                                 Reaffirmationof Guaranty.  The Guarantoracknowledges receipt of a copy of this Agreement, consents to this Agreementand each of the transactions referenced in this Agreement and hereby reaffirmsits obligations under the Guaranty.

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[signature pages follow]

 

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IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be executed by their respectiveofficers thereunto duly authorized, as of the date first written above.

 

 
|   | GREAT LAKES DREDGE & DOCK COMPANY     |
|--------|------------------------------------------------|
|   |                                           |
|   |                                           |   |
|   | By:                                            | /s/ Deborah A.  Wensel |   |
|   | Name:                                          | Deborah A.  Wensel |   |
|   | Title:                                         | Senior Vice  President and CFO |   |
|   |                                           |   |
|   |                                           |   |
|   | GREAT LAKES DREDGE & DOCK CORPORATION |
|   |                                           |
|   |                                           |   |
|   | By:                                            | /s/ Deborah A.  Wensel |   |
|   | Name:                                          | Deborah A.  Wensel |   |
|   | Title:                                         | Senior Vice  President and CFO |   |
|   |                                           |   |
|   |                                           |   |
|   | GENERAL ELECTRIC CAPITAL CORPORATION           |
|   |                                           |
|   |                                           |   |
|   | By:                                            | /s/ Frederik W.  Aase |   |
|   | Name:                                          | Frederik W. Aase |   |
|   | Title:                                         | Duly Authorized  Signatory |   |
|        |                                                |  |  |  |  |  |  |  |  |

 

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