**EXHIBIT10.01**

 

**EXECUTIONCOPY**

**AMENDMENT NO. 4 AND CONSENT TO CREDIT AGREEMENT**

THIS AMENDMENT NO. 4 AND CONSENT TO CREDIT AGREEMENT(“Agreement”) is being executed and delivered as of July 22, 2002, byand among Great Lakes Dredge & Dock Corporation, a Delaware corporation(the “Borrower”), the other “Loan Parties” from time to time party tothe Credit Agreement referred to and defined below (collectively, the “LoanParties”), the financial institutions from time to time party to suchCredit Agreement referred to and defined below (collectively, the “Lenders”)and Bank of America, N.A. (as successor to Bank of America National Trust andSavings Association), as representative of the Lenders (in such capacity, the “IssuingLender” and the “Administrative Agent”).  Undefined capitalized terms used herein shall have the meaningsascribed to such terms in such Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the other Loan Parties, theLenders, the Administrative Agent and the Issuing Lender have entered into thatcertain Credit Agreement dated as of August 19, 1998 (as heretofore amended andrestated by certain amendments dated as of October 8, 1999, October 23, 2000and April 24, 2001, the “Credit Agreement”), pursuant to which, amongother things, the Lenders have agreed to provide, subject to the terms andconditions contained therein, certain loans and other financial accommodationsto the Borrower;

WHEREAS, the Borrower has requested that theAdministrative Agent and the Lenders amend the Credit Agreement and, subject tothe terms and conditions of this Agreement, the Administrative Agent and theLenders’ hereby agree to amend the Credit Agreement to modify the existingtotal leverage ratio and debt service coverage ratio covenants in the Credit Agreement;

WHEREAS, the Borrower has informed the AdministrativeAgent and the Lenders that it desires to either: (i) acquire the outstandingequity interests held by Ballast Nedam Group N.V. and its Affiliates(collectively, “Ballast”) in North American Trailing Company, a Delawarecorporation (“Trailing”), and NATCO Dredging Limited Partnership, aDelaware limited partnership (“NATCO”), or (ii) dissolve or liquidateNATCO (which may include a contribution of NATCO’s equity interests to GreatLakes, Trailing or another Loan Party) (in either case, collectively, the “NATCOTransactions”);

WHEREAS, the Borrower and its Subsidiaries may beprohibited under Sections 6.1(a),  6.2(a),6.2(b), 6.2(g) or 6.3(a) ofthe Credit Agreement from entering into or consummating the NATCO Transactions;and

WHEREAS, the Borrower has requested that theAdministrative Agent and the Lenders, and subject to the terms and conditionsof this Agreement, the Administrative Agent and the Lenders hereby do, consentto the NATCO Transactions and waive any non-compliance with the foregoingprovisions of the Credit Agreement with respect to such transactions.

----

 

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

1.             Amendmentto Credit Agreement.  Subject to thesatisfaction of each of the conditions set forth in Section 3 of thisAgreement, the Credit Agreement is amended as follows (unless otherwisespecified, section and schedule references refer to sections and schedules ofthe Credit Agreement):

 

(a)           Thetable set forth in Section 6.3(b) is deleted and replaced in itsentirety with the following table:

 
| “Period                                             |   | Ratio              |
|----------------------------------------------------------|--------|--------------------|
| June 30, 2002 through and including March 31, 2003       |   | 4.80 to 1.00       |
|                                                     |   |               |
| April 1, 2003 through and including December 31,  2003   |   | 4.60 to 1.00       |
|                                                     |   |               |
| January 1, 2004 through and including December 31,  2004 |   | 4.40 to 1.00       |
|                                                     |   |               |
| January 1, 2005 and thereafter                           |   | 4.25 to 1.00” |

 

(b)           Thetable set forth in Section 6.3(d) is deleted and replaced in itsentirety with the following table:

 
| “Period                                             |   | Ratio              |
|----------------------------------------------------------|--------|--------------------|
| June 30, 2002 through and including December 31,  2003   |   | 1.25 to 1.00       |
|                                                     |   |               |
| January 1, 2004 through and including December 31,  2004 |   | 1.50 to 1.00       |
|                                                     |   |               |
| January 1, 2005 and thereafter                           |   | 2.00 to 1.00” |

 

                (c)           ScheduleI is amended to modify the definitions of “Applicable Base Rate Margin,”“Applicable Commitment Fee Percentage,” “Applicable Eurodollar RateMargin,” “Applicable Financial Letter of Credit Fee Percentage,” and“Applicable Performance Letter of Credit Fee Percentage” to delete andreplace the ratio “3.75 to 1.00” set forth at the end of clause (i)thereof with the ratio “4.25 to 1.00” and to further amend such definition bydeleting and replacing in its entirety the table set forth therein with thefollowing table:

 

2

----

 
| **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 or  equal to 2.25x                        |   | 0.00                             | %      | 0.30                                      | %      | 1.25                                   | %      | 1.25                                                      | %      | 0.625                                                       | %      |
| Greater than  2.25x but less than or equal to 2.75x |   | 0.0                              | %      | 0.35                                      | %      | 1.50                                   | %      | 1.50                                                      | %      | 0.750                                                       | %      |
| Greater than  2.75x but less than or equal to 3.25x |   | 0.25                             | %      | 0.40                                      | %      | 1.75                                   | %      | 1.75                                                      | %      | 0.875                                                       | %      |
| Greater than  3.25x but less than or equal to 3.75x |   | 0.50                             | %      | 0.45                                      | %      | 2.00                                   | %      | 2.00                                                      | %      | 1.00                                                        | %      |
| Greater than  3.75x but less than or equal to 4.25x |   | 0.75                             | %      | 0.50                                      | %      | 2.25                                   | %      | 2.25                                                      | %      | 1.125                                                       | %      |
| Greater than  4.25x                                 |   | 1.00                             | %      | 0.50                                      | %      | 2.50                                   | %      | 2.50                                                      | %      | 1.25                                                        | %      |

 

2.             Consent to Credit Agreement.   Subject to the satisfaction of theconditions set forth in Section 3 of this Agreement, the Lenders hereby(a) consent to the execution, delivery and the performance of the NATCOTransactions by the Borrower and its Subsidiaries subject to the provisions ofthe Credit Agreement other than those provisions expressly waived or excusedpursuant to clauses (b) and (c) of this Section, (b) waive anynoncompliance with Sections 6.1(a),  6.2(a),6.2(b), 6.2(g) or 6.3(a) ofthe Credit Agreement as a result of the consummation of the NATCO Transactionsand (c) agree that no amounts which are required to be expended by the Borroweror any of its Subsidiaries in connection with the consummation of the NATCOTransactions shall be considered to be usage of the amounts permitted under Sections6.2(b)(viii)(B), 6.2(b)(x), 6.2(b)(xii) or 6.3(a) ofthe Credit Agreement, in each case under this Section 2 subject to thefollowing provisions:

(a)   promptly following theexecution and delivery thereof, Borrower shall deliver, or cause to bedelivered, all material documentation pursuant to which the NATCO Transactionsare consummated, including, without limitation, all purchase agreements andother liquidation or dissolution documents and certificates;

(b)   in the event the NATCOTransactions consist of an acquisition by the Borrower or any existingwholly-owned Subsidiary of the Borrower of all of the outstanding equityinterests held by Ballast in Trailing and NATCO, then, promptly after theconsummation thereof, the Borrower shall (i) cause each of NATCO and Trailingto execute and deliver to the Administrative Agent the Collateral Documents andrelated documents, certificates and opinions that would be required by Sections6.1(p) and 6.1(q) of the Credit Agreement if NATCO and Trailing wereeach then first acquired by the Borrower as new Subsidiaries, including,without 

3

----

 

limitation,a Subsidiary Guaranty,  ContributionAgreement, Receivables Security Agreement, Master Intercompany Demand Note, andNote Pledge Agreement or (ii) cause each of NATCO and Trailing to merge orconsolidate with and into one or more of the Guarantors and provide theAdministrative Agent with evidence reasonably satisfactory to it of suchmergers or consolidations;

(c)   the cash purchase price paidby the Borrower and its Subsidiaries for the equity interests in Trailing andNATCO held by Ballast shall not exceed $5,500,000 in the aggregate; and

(d)   the NATCO Transactions shallonly be consummated pursuant to documentation in form and substance reasonablyacceptable to the Administrative Agent.

Subject to thesatisfaction of the conditions set forth in Section 3 of this Agreement,the Lenders hereby additionally authorize the Administrative Agent to executeand deliver, and the Administrative Agent hereby agrees to execute and deliver,an amendment to the Intercreditor Agreement, in form and substance acceptableto the Administrative Agent, permitting the “Sureties” party to and as definedin the Intercreditor Agreement to release their liens on and security interestsin all or any part of the property constituting “Solely Reliance Collateral” (as defined in theIntercreditor Agreement) notwithstanding the provisions of Section 4.9of the Intercreditor Agreement.

3.             Effectiveness of this Agreement;Conditions Precedent.  Theprovisions of Sections 1 and 2 of this Agreement shall be deemedto have become effective as of the date of this Agreement, but sucheffectiveness shall be expressly conditioned upon the Administrative Agent’sreceipt of each of the following:

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

(b)           payment in full from the Borrower, inimmediately available funds, of the fees required under that certain fee letterdated as of  July 10, 2002 by and amongBank of America, N.A., Banc of America Securities LLC and the Borrower,including, without limitation, the Lenders’ amendment fee provided for thereinin the amount of $65,250, which amendment fee shall be allocated by theAdministrative Agent among the Lenders in accordance with their respectivePercentages and shall be fully earned and non-refundable when paid.

4.             Representationsand Warranties.

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

4

----

 

(b)           TheBorrower and each other Loan Party hereby represents and warrants that its execution,delivery and performance of this Agreement and the other Amendment Documentshave been duly authorized by all proper corporate action, do not violate anyprovision of its articles or certificate of incorporation or bylaws, will notviolate any law, regulation, court order or writ applicable to it, and will notrequire the approval or consent of any governmental agency, or of any otherthird party under the terms of any contract or agreement to which it or any ofits Affiliates is bound (which has not been previously obtained), includingwithout limitation, the Note Indenture and the Reliance Agreement.

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

5.             Reaffirmation,Ratification and Acknowledgment. The Borrower and each other Loan Party hereby (a) ratifies and reaffirmsall of its payment and performance obligations, contingent or otherwise, andeach grant of security interests and liens in favor of the AdministrativeAgent, under each Loan Document to which it is a party, (b) agrees andacknowledges that such ratification and reaffirmation is not a condition to thecontinued effectiveness of such Loan Documents and (c) agrees that neither suchratification and reaffirmation, nor the Administrative Agent’s, or any Lender’ssolicitation of such ratification and reaffirmation, constitutes a course ofdealing giving rise to any obligation or condition requiring a similar or anyother ratification or reaffirmation from the Borrower or such other LoanParties with respect to any subsequent modifications to the Credit Agreement orthe other Loan Documents.  As modifiedhereby, the Credit Agreement is in all respects ratified and confirmed, and theCredit Agreement as so modified by this Amendment shall be read, taken and soconstrued as one and the same instrument. Each of the Loan Documents shall remain in full force and effect and arehereby ratified and confirmed.  Exceptas is expressly described in Section 2 of this Agreement, neither theexecution, delivery nor effectiveness of this Agreement shall operate as awaiver of any right, power or remedy of the Administrative Agent or theLenders, or of any Default or Event of Default (whether or not known to theAdministrative Agent or the Lenders), under any of the Loan Documents.  This Agreement and each of the otherAmendment Documents shall constitute Loan Documents for purposes of the CreditAgreement.

6.             GoverningLaw.   This Agreement shall begoverned by and construed in accordance with the laws and decisions of theState of Illinois (including S.H.A. 735 ILCS 105/5-1, et. seq.,but without giving effect to any other conflicts of law provisions).

7.             AdministrativeAgent’s Expenses.   The Borrowerhereby agrees to promptly reimburse the Administrative Agent for all of thereasonable out-of-pocket expenses, including, without limitation, attorneys’and paralegals’ fees, it has heretofore or hereafter incurred or incurs inconnection with the preparation, negotiation and execution of this Agreementand the other documents, agreements and instruments contemplated hereby.

5

----

 

8.             Counterparts.  This Agreement may be executed incounterparts, each of which shall be an original and all of which togethershall constitute one and the same agreement among the parties.

*** * * ***

6

----

INWITNESS WHEREOF, this Agreement has been duly executed as of the day and yearfirst above written.
| GREAT LAKES DREDGE  & DOCK CORPORATION                          |
|---------------------------------------------------------------------|
| By:                                                                 | /s/Deborah A. Wensel |
| Name:                                                               | Deborah A. Wensel |
| Title:                                                              | Vice President and CFO |
| GREAT LAKES DREDGE & DOCK COMPANY                               |
| By:                                                                 | /s/Deborah A. Wensel |
| Name:                                                               | Deborah A. Wensel |
| Title:                                                              | Vice President and CFO |
| DAWSON MARINE SERVICES COMPANY  (formerly, Dawson Dredging Company) |
|                                                                |   |
| By:                                                                 | /s/Deborah A. Wensel |
| Name:                                                               | Deborah A. Wensel |
| Title:                                                              | Vice President and CFO |
| FIFTY-THREE DREDGING CORPORATION                                    |
| By:                                                                 | /s/Deborah A. Wensel |
| Name:                                                               | Deborah A. Wensel |
| Title:                                                              | Vice President and CFO |
| GREAT LAKES CARRIBEAN DREDGING, INC.                                |
| By:                                                                 | /s/Deborah A. Wensel |
| Name:                                                               | Deborah A. Wensel |
| Title:                                                              | Vice President and CFO |

 

 

----

 
| NORTH AMERICAN SITE  DEVELOPERS, INC. |
|---------------------------------------|
| By:                                   | /s/Deborah A. Wensel |   |
| Name:                                 | Deborah A. Wensel |   |
| Title:                                | Vice President and CFO |   |

 

2

----

 
| 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/Steven R. Arentsen |
| Name:                                                                                                                     | Steven R. Arentsen |
| Title:                                                                                                                    | Senior Vice President |
|                                                                                                                           |   |
| FLEET NATIONAL BANK (as  successor to Summit Bank)                                                                        |
|                                                                                                                           |   |
| By:                                                                                                                       | /s/Rick Debel (for  Bonnie Gershon) |
| Name:                                                                                                                     | Rick Debel |
| Title:                                                                                                                    | Senior Vice President |
|                                                                                                                           |   |
| LASALLE BANK NATIONAL  ASSOCIATION                                                                                        |
| By:                                                                                                                       | /s/Drew E. Buriak |
| Name:                                                                                                                     | Drew E. Buriak |
| Title:                                                                                                                    | Vice President |
|                                                                                                                           |   |
| COMERICA BANK-DETROIT                                                                                                     |
|                                                                                                                           |   |
| By:                                                                                                                       | /s/Alan S. Carlyle |
| Name:                                                                                                                     | Alan S. Carlyle |
| Title:                                                                                                                    | AVP |

 

 

----

 

 
| THE NORTHERN TRUST  COMPANY              |
|------------------------------------------|
|                                     |   |
| By:                                      | /s/M. Alejandra Dukes |
| Name:                                    | M. Alejandra Dukes |
| Title:                                   | Officer |
|                                          |   |
| FIRSTAR BANK, N.A.                       |
|                                     |   |
| By:                                      |   |
| Name:                                    |   |
| Title:                                   |   |
|                                          |   |
| NATIONAL CITY  BANK OF MICHIGAN/ILLINOIS |
|                                          |   |
| By:                                      | /s/Mark R. Long |
| Name:                                    | Mark R. Long |
| Title:                                   | Senior Vice President |
|                                          |   |
| OAK BROOK BANK- OAK  BROOK               |
|                                          |   |
| By:                                      | /s/Henry Wessel |
| Name:                                    | Henry Wessel |
| Title:                                   | Vice President |
|                                          |   |
| WELLS FARGO BANK, NA                     |
|                                          |   |
| By:                                      | /s/R. Duncan Sinclair |
| Name:                                    | R. Duncan Sinclair |
| Title:                                   | Vice President |

 

 

2

----