EXHIBIT
10.2


 


 


 


ASSET
PURCHASE AGREEMENT


BETWEEN


BEAN
DREDGING L.L.C.


AND


GREAT
LAKES DREDGE & DOCK COMPANY, LLC


 


 


 


 


 


 


April 10,
2007


















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  1.02

  	
   

  	
  Interpretation

  	
   

  	
  4

  
	
  1.03

  	
   

  	
  Deposit

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  PURCHASE AND
  SALE OF PROPERTY

  	
   

  	
  5

  
	
  2.01

  	
   

  	
  Purchase and Sale of Property

  	
   

  	
  5

  
	
  2.02

  	
   

  	
  Payment of Purchase Price

  	
   

  	
  6

  
	
  2.03

  	
   

  	
  Current Liens

  	
   

  	
  6

  
	
  2.04

  	
   

  	
  Non-Assumed Obligations

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  DELIVERY

  	
   

  	
  8

  
	
  3.01

  	
   

  	
  Delivery of the Property

  	
   

  	
  8

  
	
  3.02

  	
   

  	
  Risk of Loss

  	
   

  	
  8

  
	
  3.03

  	
   

  	
  Conduct of Business

  	
   

  	
  10

  
	
  3.04

  	
   

  	
  Negative Covenants

  	
   

  	
  10

  
	
  3.05

  	
   

  	
  Consents

  	
   

  	
  11

  
	
  3.06

  	
   

  	
  No Solicitation

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  REIMBURSEMENTS

  	
   

  	
  11

  
	
  4.01

  	
   

  	
  Closing Reimbursements

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  INSPECTIONS, DUE
  DILIGENCE REVIEW

  	
   

  	
  11

  
	
  5.01

  	
   

  	
  Initial Inspection

  	
   

  	
  11

  
	
  5.02

  	
   

  	
  Access and Information; Inspections

  	
   

  	
  12

  
	
  5.03

  	
   

  	
  Final Inspection Certificate

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  CLOSING

  	
   

  	
  13

  
	
  6.01

  	
   

  	
  Closing Date

  	
   

  	
  13

  
	
  6.02

  	
   

  	
  Place of Closing

  	
   

  	
  15

  
	
  6.03

  	
   

  	
  Delivery by Buyer

  	
   

  	
  15

  
	
  6.04

  	
   

  	
  Delivery by Seller

  	
   

  	
  15

  
	
  6.05

  	
   

  	
  Insurance Agreement

  	
   

  	
  17

  
	
  6.06

  	
   

  	
  Taxes and Fees

  	
   

  	
  17

  
	
  6.07

  	
   

  	
  Cooperation

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  SELLER’S REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
  17

  
	
  7.01

  	
   

  	
  Seller’s Representations and Warranties

  	
   

  	
  17

  
	
  7.02

  	
   

  	
  Survival

  	
   

  	
  23

  
	
  7.03

  	
   

  	
  CONDITION OF PROPERTY

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  BUYER’S
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  24

  
	
  8.01

  	
   

  	
  Buyer’s Representations and Warranties

  	
   

  	
  24

  
	
  8.02

  	
   

  	
  Survival

  	
   

  	
  26

  



 



 -i-
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  CONDITIONS TO
  CLOSING APPLICABLE TO BUYER

  	
   

  	
  26

  
	
  9.01

  	
   

  	
  No Termination

  	
   

  	
  26

  
	
  9.02

  	
   

  	
  Bring-Down of Seller Warranties

  	
   

  	
  26

  
	
  9.03

  	
   

  	
  Changes from the Vessel Reports

  	
   

  	
  27

  
	
  9.04

  	
   

  	
  Document Delivery

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
  CONDITIONS TO
  CLOSING APPLICABLE TO SELLER

  	
   

  	
  27

  
	
  10.01

  	
   

  	
  No Termination

  	
   

  	
  27

  
	
  10.02

  	
   

  	
  Bring-Down of Buyer Warranties

  	
   

  	
  27

  
	
  10.03

  	
   

  	
  Document Delivery

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
  TERMINATION

  	
   

  	
  28

  
	
  11.01

  	
   

  	
  Termination

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
  EMPLOYEES

  	
   

  	
  29

  
	
  12.01

  	
   

  	
  Seller’s Retained Employee Liability

  	
   

  	
  29

  
	
  12.02

  	
   

  	
  Assumed Employees

  	
   

  	
  29

  
	
  12.03

  	
   

  	
  No Third-Party Beneficiary

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
  INDEMNIFICATION
  AND RELATED MATTERS

  	
   

  	
  30

  
	
  13.01

  	
   

  	
  Indemnification

  	
   

  	
  30

  
	
  13.02

  	
   

  	
  Indemnification Notice

  	
   

  	
  32

  
	
  13.03

  	
   

  	
  Indemnification Procedure

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  	
  POST-CLOSING

  	
   

  	
  34

  
	
  14.01

  	
   

  	
  Diligence and Further Assurances

  	
   

  	
  34

  
	
  14.02

  	
   

  	
  Books and Records

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
   

  	
  NOTICES

  	
   

  	
  34

  
	
  15.01

  	
   

  	
  Notices

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  	
   

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  	
  35

  
	
  16.01

  	
   

  	
  Cost and Expenses

  	
   

  	
  35

  
	
  16.02

  	
   

  	
  Counterparts

  	
   

  	
  36

  
	
  16.03

  	
   

  	
  Headings

  	
   

  	
  36

  
	
  16.04

  	
   

  	
  Entire Agreement

  	
   

  	
  36

  
	
  16.05

  	
   

  	
  Amendment, Assignment

  	
   

  	
  36

  
	
  16.06

  	
   

  	
  Press Releases

  	
   

  	
  36

  
	
  16.07

  	
   

  	
  Binding Agreement; No Third Party Rights

  	
   

  	
  37

  
	
  16.08

  	
   

  	
  Time is of the Essence

  	
   

  	
  37

  
	
  16.09

  	
   

  	
  Governing Law and Jurisdiction and Consent to
  Service

  	
   

  	
  37

  
	
  16.10

  	
   

  	
  Waiver

  	
   

  	
  37

  
	
  16.11

  	
   

  	
  Severability

  	
   

  	
  38

  
	
  16.12

  	
   

  	
  Strict Performance

  	
   

  	
  38

  
	
  16.13

  	
   

  	
  Agreement Preparation

  	
   

  	
  38

  



 



 -ii-















ASSET PURCHASE AGREEMENT


This Asset Purchase Agreement (this “Agreement”) is entered into as of
the 10th day of April, 2007 between BEAN DREDGING L.L.C., a Louisiana limited
liability company (“Seller”), and GREAT LAKES DREDGE & DOCK COMPANY, LLC, a
Delaware limited liability company (“Buyer”) who agree as follows:


ARTICLE I

DEFINITIONS


1.01         Definitions.  The following words have the following
meanings when used in this Agreement:


“Bill of Sale” means the various bills of sale to be signed and
delivered on the Closing Date and to be in the form and contain all the terms
and conditions as shown in Exhibits A-1 and A-2.


“CERCLA” is defined in Section 7.01(k)(i) hereof.


“Closing” is defined in Section 6.01(a) hereof.


“Closing Date” is defined in Section 6.01(a) hereof.


“Damages” is defined in Section 13.01(a) hereof.


“Delay Damages” is defined in Section 6.01(a) hereof.


“Deposit” is defined in Section 1.03(a) hereof.


“Designated Employees” means those certain employees of Seller (or its
affiliates) who work on the Vessel identified in writing by Buyer to Seller as
those employees Buyer intends to offer to employ in the operation of the
Property.


“Drop Dead Date” is defined in Section 11.01(c) hereof.


“Effective Date” is the date of execution of this Agreement.


“Environmental Laws” is defined in Section 7.01(k)(v) hereof.



 1
 









“Escrow Agent” is defined in Section 1.03(a) hereof.


“Escrow Agreement” is defined in Section 1.03(a) hereof.


“Excluded Items” means the property of Seller described in Exhibit B
which shall not be part of the Property sold to Buyer.


“Final Inspection Certificate” is defined in Section 5.03 hereof.


“Governmental Action” is defined in Section 11.01(g).


“Hazardous Materials” is defined in Section 7.01(k)(i) hereof.


“Indemnified Party” is defined in Section 13.02 hereof.


“Indemnifying Party” is defined in Section 13.02 hereof.


“Insurance Agreement” is defined in Section 6.05 hereof.


“Inventories” means those spare parts, manuals, blue prints, supplies,
tools, stores, lubricants, potable water and fuel aboard the Vessel at the time
of delivery.


“Lien” shall mean any mortgage, lien charge, restriction, pledge,
security interests, option, lease or sublease, claim, right of any third party,
encumbrance or other charges or rights of others of any kind or nature.


“Lien Release Documents” is defined in Section 2.03(b) hereof.


“Miscellaneous Property” means the items of equipment described in
Exhibit C.


“Non-Assumed Obligations” is defined in Section 2.05 hereof.


“Notice of Claim” is defined in Section 13.02 hereof.


“PCBs” is defined in Section 7.01(k)(i) hereof.


“Person” means an individual, corporation, partnership, trust, limited
liability company, association, joint venture, government (or an agency or
political subdivision thereof) or other entity of any kind.



 2
 









“Property” means the Vessel, the Spare Parts, the Miscellaneous
Property, the Inventories and the Related Property.


“Purchase Price” means Twenty Five Million Five Hundred Thousand
Dollars ($25,500,000.00), plus the Delay Damages, if any, as provided in
Section 6.01(a).


“Related Property” means (a) to the extent transferable by Seller, all
of Seller’s rights under warranties, guarantees and the like, if any, of
manufacturers, suppliers or other third parties which pertain to any of the
rest of the Property, (b) the records, maintenance records, itemization of
spare parts, data and other written information, if any, related to any of the
rest of the Property, including, without limitation, any and all plans,
drawings (including as built and proposed) engineering calculations, regulatory
correspondence and documentation, vendor information, drawings and
correspondence, and (c) to the extent transferable by Seller, all governmental
and other licenses, certificates and permits related to the use and operation
of any of the rest of the Property that are currently in force or issued in the
name of Seller and which Buyer elects to maintain in connection with Buyer’s
operations.


“Spare Parts” means the various equipment, inventory and other items
described in Exhibit D.


“Substances” is defined in Section 7.01(k)(i) hereof.


“Target Date” is defined in Section 6.01(a) hereof.


“Third Party Action” is defined in Section 11.01(g).


“Transaction Documents” means this Agreement and all documents,
instruments and agreements executed and delivered in connection with this
Agreement.


“Vessel” means that vessel described in Exhibit E, together with such
Vessel’s engines, machinery, masts, spars, boats, anchors, cables, chains,
rigging tackle, fittings, tools, 



 3
 









pumps, pumping equipment, gear, apparel, furniture,
furnishing, outfit, appliances, equipment, spares or replacement parts, and all
other appurtenances thereto appertaining or belonging.


“Vessel Reports” is defined in Section 5.01 hereof. 


1.02         Interpretation.  Unless the context of this Agreement
otherwise requires, (i) words of any gender shall be deemed to include each
other gender, (ii) words using the singular or plural number shall also include
the plural or singular number, respectively, and (iii) references to “hereof,” “herein,”
“hereby” and similar terms shall refer to the entire Agreement. 


1.03         Deposit. 


(a)           On the Effective
Date, (i) Buyer and Seller shall enter into an escrow agreement in the form of
Exhibit F and made a part hereof (the “Escrow Agreement”) with LaSalle Bank
National Association, as escrow agent (the “Escrow Agent”); and (ii) Purchaser
shall deliver to the Escrow Agent $2,550,000.00 as a good faith deposit (the “Deposit”).


(b)           In the event after
Buyer deposits the Deposit, the purchase and sale contemplated by this
Agreement is terminated (i) by Buyer pursuant to either Section 11.01(b) or (c)
because the conditions set forth in Article IX are not capable of being
satisfied by the Drop Dead Date; (ii) by Buyer pursuant to Section 11.01(d);
(iii) by either Buyer or Seller pursuant to either Section 11.01(e) or Section
11.01(f) hereof; or (iv) by either Buyer or Seller pursuant to Section 11.01(g)
hereof resulting from a Governmental Action or a Third Party Action which
relates to the ownership or operation of the Property by Seller or its
affiliates or which might result in a Lien on the Property, then Buyer shall be
entitled to the Deposit, and the Escrow Agent shall promptly deliver the
Deposit to Buyer.  Except in the case the
Agreement is terminated by either Buyer or Seller pursuant to Section 11.01(e),
Section 11.01(f) or Section 11.01(g) hereof, the delivery of the Deposit to
Buyer pursuant to this Section 1.03(b) shall not in 



 4
 









any way limit any legal recourse for damages,
excluding any incidental or consequential damages, specific performance or any
other rights or remedies available to Buyer resulting therefrom. 


(c)           In the event the
Agreement is terminated after Buyer deposits the Deposit for any reason other
than as set forth in Section 1.03(b), then Seller shall be entitled to the
delivery of the Deposit and the Escrow Agent shall promptly deliver the Deposit
to Seller.  The delivery of the Deposit
to Seller pursuant to this Section 1.03(c) and the payment of Delay Damages, if
any, pursuant to Section 6.01(c) shall constitute liquidated damages and shall
be paid in lieu of any additional legal recourse for any damages, specific
performance or any other rights or remedies available to Seller resulting
therefrom.


(d)           Buyer and Seller
covenant and agree to furnish and deliver the appropriate instructions to the
Escrow Agent as required by Sections 1.03(b) and (c) of this Agreement and the
terms of the Escrow Agreement.


(e)           At the Closing, the
Deposit shall be returned to Buyer unless Buyer gives written direction to the
Escrow Agent to deliver the Deposit to Seller as partial payment of the
Purchase Price.


ARTICLE
II

PURCHASE AND SALE OF PROPERTY


2.01         Purchase and Sale
of Property.  In consideration of the
Purchase Price and upon and subject to the terms, provisions and conditions
hereinafter set forth, Seller agrees to assign, sell and convey to Buyer free
and clear of any Liens and Buyer agrees to purchase and accept from Seller at
the Closing on the Closing Date all of the rights, title and interests of
Seller in and to the Property.  The
Excluded Items do not form a part of the Property.



 5
 









2.02         Payment of
Purchase Price.  Subject to Section
2.03 hereof, the Purchase Price, less the Deposit if previously paid to Seller
pursuant to Section 1.03(e), plus the Delay Damages, if any, shall be paid by
Buyer to Seller on the Closing Date by wire transfer of immediately available
funds for credit to Seller to an account designated by Seller in a letter of
direction to be delivered to Buyer prior to the Closing under Section 2.03(c).


2.03         Current Liens.


(a)           Attached hereto as
Exhibit G are the Liens currently against the Property.


(b)           At least one (1) day
prior to Closing, Seller shall cause each Lien holder to deliver to Seller’s
counsel, (i) pay-off letters as of the Closing; and (ii) executed mortgage
releases, Lien releases, termination statements and other appropriate documents
to release or terminate the Liens, all of which shall have been approved as to
form and sufficiency by Buyer, (collectively, “Lien Release Documents”).


(c)           At the Closing on
the Closing Date, Seller shall furnish Buyer with a written letter of direction
for the payment of the Purchase Price which shall include instructions to
directly pay the Lien holders the amounts due pursuant to the pay-off letters
previously delivered.


(d)           If Seller’s lenders
object to the procedure set forth in Section 2.03(b) hereof, the Buyer agrees
to change the procedure to one satisfactory to the lenders; provided, Buyer
receives the Lien Release Documents simultaneously with payment of the Purchase
Price.


2.04         Non-Assumed
Obligations.  Except as provided in
Section 6.01(c), Buyer shall not assume or pay and Seller shall continue to be
responsible for any debt, obligation or liability, of any kind or nature (fixed
or contingent, known or unknown) of Seller whether or not relating to the
Property (“Non-Assumed Obligations”). 
Buyer is not and shall not be deemed a 



 6
 









successor of
Seller.  Without limiting the generality
of the foregoing, Buyer shall not assume any Non-Assumed Obligations of Seller,
which shall include without limitation, the following debts, obligations or
liabilities:


(a)           any liability of
Seller for any federal, state, local or foreign taxes whether or not relating
to the Property;


(b)           any claim, action,
suit or proceeding, whether known or unknown, and whether pending as of the
Closing Date or arising thereafter, resulting from the ownership or operation
of any of the Property by Seller or any of its employees, agents,
subcontractors or affiliates prior to the Closing Date, including, without
limitation, any maritime torts;


(c)           any liabilities or
obligations of Seller to any of its employees, former employees, agents or
benefited third party, whether under an employment contract or otherwise;


(d)           any liabilities or
obligations arising out of, resulting from or relating to any collective
bargaining agreement to which Seller or any of its affiliates is or was a
party, or any breach thereof by Seller or any of its affiliates;


(e)           any liabilities or
obligations of Seller or any of its affiliates to any of its employees or
former employees for any amounts due under any policy, plan, procedure, or
other commitment of Seller or any of its affiliates, either written or oral, or
implied, including but not limited to obligations for the payment of severance
pay, holiday pay, sick pay, educational allowances, workmen’s compensation,
health and welfare benefits, and/or any retroactive salary or wage increases;


(f)            any obligations by
Seller or any of its affiliates for any amounts due to employees for failure to
comply with the overtime pay requirements of the Fair Labor Standards Act or
any penalties assessed as a result of such failure;



 7
 









(g)           any liability of
Seller or any of its affiliates for any other payment which may be due to
Seller’s employees from Seller or any of its affiliates by reason of their
discharge, layoff or other separation of employment with Seller; and


(h)           any liabilities or
obligations arising from claims, proceedings or causes of action resulting from
property damage or personal injuries (including death) caused by Seller or
services rendered by Seller.


ARTICLE
III

DELIVERY


3.01         Delivery of the
Property.  On the Closing Date, Buyer
shall take possession of the Property. 
Seller agrees to cooperate with Buyer in making any necessary
arrangements, as Buyer reasonably requests, to allow Buyer, at Buyer’s risk and
expense, to keep the Property located or docked, as the case may be, wherever
such Property was located or docked prior to the Closing Date for such
reasonable period of time to allow the removal thereof by Buyer.  On the Closing Date, Buyer shall cause its
employees to be stationed on board the Vessel and Seller shall cause all of its
employees and agents to be removed from the Vessel and other Property,
excluding the Designated Employees.


3.02         Risk of Loss.


(a)           Until the Closing,
the Property shall be at the sole risk and loss of Seller.  Upon the Closing, title and all risk of loss
shall transfer to Buyer.  Seller shall
keep the Property insured against loss or damage in accordance with its
existing insurance coverage until the Closing. 
If before the Closing any loss or other casualty or any governmental
taking affects some or all of the Property, Buyer, at its sole option, may elect
any of the following options:


(i)            if prior to Closing, the Property
can be repaired, replaced or restored to the condition the Property was in
prior to the loss or casualty, the Closing 



 8
 









shall be
deferred for a reasonable time (in no event longer than the Drop Dead Date) so
that Seller may repair, replace or restore the Property to the condition it was
in prior to the loss or casualty;


(ii)           if prior to Closing, the Property can
be repaired, replaced or restored to the condition the Property was in prior to
the loss or casualty, the Closing shall proceed and all condemnation or
insurance proceeds paid or to be paid as a result of the loss to such Property
shall be used to pay expenses of repairing, replacing, and restoring the loss
and any remaining condemnation or insurance proceeds shall be remitted to
Seller;


(iii)          subject to Section 3.02(b) hereof, if
before Closing such loss or taking cannot be totally repaired, replaced or
restored to the condition the Property was in prior to the loss or casualty, or
there is a taking by a governmental authority Buyer may (by written notice to
Seller within five (5) days after receipt of notice from Seller of such loss,
casualty or taking) chose to exclude the Property which has been so damaged,
destroyed or taken and receive a credit against the Purchase Price in the
amount reflected in Exhibit H for such Property, or if its not listed in
Exhibit H then the Purchase Price shall be reduced by the fair market value of
such Property as determined by a mutually acceptable appraiser; or


(b)           If prior to Closing,
the Vessel suffers a loss or casualty such that it is determined to be either
(i) a total loss for insurance purposes or (ii) the loss or casualty is such
that the Vessel would not be operational prior to the Drop Dead Date, then
either Buyer or Seller may terminate this Agreement.



 9
 









3.03         Conduct of
Business.  Prior to the Closing,
except as otherwise approved by Buyer in writing, Seller shall operate the
Property and its businesses which are presently conducted with the Property in
the ordinary course thereof consistent with past practice (including, without
limitation, capital expenditures, the acquisition of parts and inventory,
keeping of all of the Property in good working order and repair, and replacing
any Property which shall be worn out, lost, stolen, damaged or destroyed) and
in such a manner that Seller may continue to perform its obligations under the
existing contracts and as may be required by any applicable law.  Seller shall give Buyer prompt written notice
of any and all material adverse changes in the condition or operation of any of
the Property.


3.04         Negative Covenants.  During the period from the Effective Date of
this Agreement to the Closing Date, Seller shall not, without Buyer’s prior
written consent:


(a)           Sell, lease,
mortgage, pledge or otherwise dispose of or transfer any of the Property,
except for inventory sold or otherwise disposed of in the ordinary and regular
course of Seller’s business; or


(b)           Enter into or extend
any employment agreement with any Designated Employee for a term extending
beyond the Closing or increase the compensation of any Designated Employee, or
increase or otherwise change the rate or nature of the compensation (including
wages, salaries, bonuses and benefits under pension, profit sharing, deferred
compensation and similar plans or programs) which is paid or payable to any
Designated Employee; provided, however, that Seller shall be permitted to make “separation
payments” to any of its employees it determines to terminate on or prior to the
Closing Date.



 10















3.05         Consents.  Prior to the Closing Date, Seller shall
proceed with all reasonable diligence and use its best efforts to obtain the
written consent to the consummation of this Agreement from all necessary
Persons.


3.06         No Solicitation.  Prior to the Closing or until the termination
of this Agreement, Seller shall not, without the prior approval of Buyer,
directly or indirectly, solicit, encourage or initiate inquiries or proposals
with respect to, or furnish any information relating to, or participate in any
negotiations or discussions concerning any acquisition or purchase of any or
any portion of any of the Property, and Seller shall deal exclusively with
Buyer with respect to the sale of the Property.


ARTICLE
IV

REIMBURSEMENTS


4.01         Closing
Reimbursements.  Buyer shall
reimburse Seller on the Closing Date for the cost of any fuel and lube which is
transferred by Seller to Buyer as part of the Property.  Prior to the Closing, Seller shall prepare
and deliver to Buyer a statement for the reimbursement of such fuel and lube
costs, which shall be subject to the review and approval of Buyer.


ARTICLE V

INSPECTIONS, DUE DILIGENCE REVIEW


5.01         Initial Inspection.  Prior to the date hereof, Buyer has been
granted access to, or provided copies of, the plans, surveys, records,
drawings, engineering calculations, correspondence, documentation, reports and
other written information relating to the Property identified in Exhibit I (the
“Vessel Reports”) and has been given the opportunity to ask questions of the
employees of the Seller about the Property. 
Buyer has not been granted access to the Property prior to the date
hereof.



 11
 









5.02         Access and
Information; Inspections.


(a)           From
the Effective Date (but only after announcement by Seller of execution of this
Agreement to its employees which Seller shall do within 24 hours after the
issuance of Buyer’s press release) until Closing, Seller shall give to Buyer
and its representatives reasonable access during normal business hours to the
Property, to Seller’s books and records containing technical information
relative to the Property and all other relevant documents and information with
respect to the Property as representatives of Buyer may from time to time
request, all in such manner as to not unduly disrupt Seller’s normal business
activities.  Such access may include
consultations with the personnel of Seller. 
Buyer shall coordinate all of its inspection activities through Seller’s
designated representative or his designee. 
If the transaction contemplated by this Agreement does not close, Buyer
shall promptly return all information and documents provided by Seller.


(b)           During the term of
this Agreement Buyer may physically inspect, and cause one or more engineers or
other representatives of Buyer to physically inspect, the Property.  Buyer shall make all inspections in good
faith and with due diligence.  All
inspection fees, appraisal fees, engineering fees and other expenses of any
kind incurred by Buyer relating to the inspection of the Property will be
solely at Buyer’s expense.  Seller shall
cooperate with Buyer in all reasonable respects in making such inspections.


(c)           Seller shall be
entitled to have a representative present at the time of making any physical
inspection of the Property.  Buyer shall
notify Seller not less than one (1) day in advance of making any such
inspection.  In making any inspection
hereunder, Buyer will treat, and will cause any representative of Buyer to
treat, all information obtained by Buyer 



 12
 









pursuant to
the terms of this Agreement as strictly confidential and shall not disclose any
such information except as provided herein.


(d)           All inspection
activities are to be at Buyer’s sole cost and risk.  Buyer acknowledges that any information
obtained by Buyer during the course of its due diligence shall not constitute
any representation or warranty whatsoever, express or implied, by the Seller
with respect to the content, completeness or accuracy of the due diligence
inspections.


5.03         Final Inspection
Certificate.  On April 21, 2007,
Buyer shall complete its final inspection of the Property for purposes of
determining if the condition set forth in Section 9.03 hereof has been
satisfied.  At the Closing, Buyer shall
tender to Seller a Final Inspection Certificate in the form of Exhibit J (“Final
Inspection Certificate”), setting forth the condition of the Property.  Buyer shall not be entitled to object to the
condition of any of the Property should Buyer elect not to conduct a final
inspection of such Property.  If as a
result of the final inspection the condition set forth in Section 9.03 is not
satisfied then either Buyer or Seller may terminate this Agreement pursuant to
Section 11.01(f).


ARTICLE
VI

CLOSING


6.01         Closing Date.  (a) 
The term “Closing” as used herein shall refer to the actual conveyances,
transfer, assignment and delivery of the Property to Buyer in exchange for the
payment to Seller pursuant to Section 2.02 hereof.  The Closing shall take place at the office
specified in Section 6.02 hereof at 10:00 a.m. local time on June 15, 2007 (“Target
Date”) provided all of the conditions set forth in Articles IX and X are either
satisfied, capable of being satisfied or waived; provided, however, if the
conditions set forth in Articles IX and X are not satisfied, capable of being
satisfied or waived then the Closing shall be deferred until the next business
day following the date on which all of the conditions set forth in Articles IX
and X are 



 13
 









satisfied, or
waived subject to (i) Section 11.01(c) hereof; and (ii) Buyer’s right and
option to defer the Closing after the conditions set forth in Article IX are
satisfied, capable of being satisfied or waived to any date prior to the Drop
Dead Date, provided, further, subject to Section 6.01(c) the Purchase Price
shall be increased for each day after the later of the Target Date or the date
the conditions set forth in Article IX are satisfied, capable of being
satisfied or waived (such date is hereinafter referred to as “Initial Date”);
by an amount determined in accordance with the following (“Delay Damages”):


(A)          for
each of the first ten (10) days after the Initial Date, $10,000, per day; and


(B)           thereafter,
$20,000, per day.


For
illustration purposes, if the Initial Date is the
Target Date and the Closing occurs on the Drop Dead Date, the Purchase Price
shall be increased by $500,000 computed as follows:




	
  Initial 10 days @ $10,000
  per day

  	
   

  	
  = $100,000

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Next 20 days @
  $20,000 per day

  	
   

  	
  = $400,000

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  = $500,000

  	
   

  	
   

  	
   

  	
   

  






 


The date of the Closing as determined above
is herein referred to as the “Closing Date.”


(b)           On the Target Date,
Buyer shall notify Seller in writing as to whether the conditions in Article IX
are satisfied, capable of being satisfied or waived, or if not satisfied or
waived on the Target Date, then Buyer shall notify Seller in writing when the
conditions in Article IX are satisfied, capable of being satisfied or waived.


(c)           If the Vessel is
performing work pursuant to a contract on and after the Target Date then no Delay
Damages shall be due and payable by Buyer for the period of time 



 14
 









after the
Target Date that the Vessel is working. 
If as of the Closing Date the contract remains uncompleted then Buyer
agrees to assume the Seller’s obligations under such contract arising after the
Closing Date.


(d)           In the event the
Closing hereunder does not occur and (i) Seller is entitled to the Deposit
under Section 1.03(c) hereof, then Buyer shall also pay to Seller within five
(5) days after the date this Agreement is terminated the amount of aggregate
Delay Damages which accrued through the date of termination or (ii) Buyer is
entitled to the Deposit under Section 1.03(b) hereof, then Buyer shall have no
responsibility to pay any Delay Damages to Seller.


6.02         Place of Closing.  The Closing shall occur in the offices of
Baldwin Haspel LLC, 2200 Energy Centre, 1100 Poydras Street, New Orleans,
Louisiana 70163-2200.


6.03         Delivery by Buyer.  At the Closing on the Closing Date, Buyer
shall deliver to Seller:


(a)           The payment of the
Purchase Price pursuant to Section 2.02 hereof;


(b)           Certified copies of
resolutions of the board of directors of Buyer approving the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement;


(c)           An officer’s
certificate duly executed by an authorized officer of Buyer as required by
Section 10.02 hereof; and


(d)           Any other documents
or instruments required by Seller’s counsel which are reasonably necessary to
carry out the purposes of this Agreement.


6.04         Delivery by Seller.  At the Closing on the Closing Date, Seller
shall deliver to Buyer:



 15
 









(a)           A separate Bill of
Sale for each portion of the Property that is a vessel documented with the
United States Coast Guard, and such other documents and instruments of sale,
assignment, conveyance and transfer as Buyer or its counsel may deem necessary
or desirable;


(b)           A general Bill of
Sale for the remainder of the Property, and such other documents and
instruments of sale, assignment, conveyance and transfer as Buyer or its
counsel may deem necessary or desirable;


(c)           Evidence
satisfactory to Buyer and its counsel that there are no Liens on any of the
Property, including the executed Lien Release Documents;


(d)           Certified copies of
resolutions of the board of directors of Seller approving the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement;


(e)           An officer’s
certificate duly executed by an authorized officer of Seller as required by
Section 9.02 hereof;


(f)            All registrations
and title documents pertaining to the Property, properly executed;


(g)           For those portions
of the Property that are documented vessels under applicable law:  all current Coast Guard Certificates of
Documentation on each vessel, a Coast Guard form Bill of Sale for each vessel,
current IOPP Certificates for each vessel (where applicable), the most recent
American Bureau of Shipping Certificate on each vessel (if any), the latest
Coast Guard Certificate of Inspection on each vessel, all other classification
certificates, inspection certificates, plans and log books of each vessel;



 16
 









(h)           The Limited Guaranty
of C.F. Bean, L.L.C. in the form attached hereto as Exhibit K; and


(i)            Any additional
instruments and documents required by Buyer’s counsel as may be reasonably
necessary to carry out the purposes of this Agreement.


6.05         Insurance
Agreement.  Simultaneously with the
execution of this Agreement, the parties hereto are entering into an insurance
agreement (“Insurance Agreement”) with respect to insurance coverages for
maritime liens and torts which may attach to the Property.


6.06         Taxes and Fees.  All sales, transfer or other taxes and all
documentation and other fees, if any, due as a result of the sale shall be paid
by Buyer.


6.07         Cooperation.  Seller and Buyer shall, on request, on and
after the Closing Date, cooperate with one another by furnishing any additional
information, executing and delivering any additional documents and/or
instruments and doing any and all such other things as may be reasonably
required by the parties or their counsel to consummate or otherwise implement
the transactions contemplated by this Agreement.


ARTICLE
VII

SELLER’S REPRESENTATIONS AND WARRANTIES


7.01         Seller’s
Representations and Warranties. 
Seller represents and warrants to Buyer as follows (all representations
and warranties shall be made as of the Effective Date and the Closing Date and
shall survive the Closing solely to the extent set forth in Section 7.02):


(a)           Authorization.  Seller has full right and power to enter into
and perform its obligation under this Agreement and the other Transaction
Documents, and has taken all requisite corporate action to authorize the
execution, delivery and performance of this Agreement and the other Transaction
Documents and the consummation of the sale of the 



 17
 









Property and
other transactions contemplated by this Agreement.  This Agreement has been duly authorized,
executed and delivered by Seller and constitutes a valid and binding legal
obligation of Seller, enforceable against Seller in accordance with its terms,
except as the same may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights
in general and subject to general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law).


(b)           Organization.  Seller is a limited liability company duly
organized and validly existing under the laws of the State of Louisiana and has
full power and authority to enter into and perform this Agreement.  Seller warrants that the officer executing
this Agreement or any other Transaction Document on Seller’s behalf is duly and
properly authorized and empowered to bind and obligate Seller.  Seller is, and at all times during which it
owned the Vessel was, a United States citizen as that term is defined in 46
C.F.R. § 67.03 and in Section 2 of the Shipping Act, 1916, as amended, and
all regulations in effect thereunder.


(c)           Consents and Approvals
— No Violation.  Neither the
execution and delivery of this Agreement by Seller, nor the consummation of the
purchase and sale of the Property as contemplated herein, nor any of the
transactions contemplated hereby will (a) violate, conflict with or result in
the breach or termination of, or otherwise give any other contracting party the
right to terminate or constitute default (by way of substitution, novation, or
otherwise) under the terms of, any contract, mortgage or lease to which Seller
is a party or under which any of the Property is bound, (b) result in the
creation of any Lien or other adverse interest upon any of the Property or any
of Seller’s assets, (c) violate any judgment, order, injunction, decree or
award of a court, administrative agency or governmental body against or binding
upon Seller or upon any of the Property, (d) conflict with, result in a breach
of, or constitute a default 



 18
 









under (i) any
foreign, federal, state or local law, statute, ordinance, rule or regulation,
or (ii) the certificate of formation or the operating agreement of Seller.  No consent or approval of any Person is
required in connection with the execution, delivery and performance by Seller
of this Agreement and the other Transaction Documents or the sale, assignment
and conveyance of the Property to Buyer and the consummation of the
transactions contemplated by this Agreement.


(d)           The Vessel.  As of the Effective Date, Seller has good and
marketable title to the Vessel free and clear of all Liens except for the Liens
set forth in Exhibit G.  As of the
Closing Date, upon receipt of the Purchase Price, Seller shall sell, convey and
transfer to Buyer good and marketable title to the Vessel free and clear of all
Liens.  The Vessel is validly documented
under the laws of the United States.


(e)           The Remainder of
the Property.  Except for the Liens
set forth in Exhibit G, which will be released or terminated prior to the
Closing Date, Seller has, and on the Closing Date, will have good and
marketable title to and ownership of all of the remainder of the Property
(excluding the Vessel) and such Property will as of the Closing not be subject
to any Lien.


(f)            Tax Matters and
Special Assessments.  Seller has
filed all tax returns required to be filed prior to the Closing Date and has
paid all taxes and other amounts due in connection therewith such that no Liens
will attach to or affect the Property related to the payment or nonpayment by
Seller of such federal, state or local taxes or the failure to properly file
any such return.  There are no pending
or, to the best of Seller’s knowledge, threatened special assessments of any
kind on or affecting the Property.


(g)           Actions and
Proceedings.  To the best of Seller’s
knowledge, there are no current ongoing actions, suits, claims or legal,
administrative or arbitration proceedings or



 19
 









investigations
pending or threatened against, involving or affecting the Property or Seller’s
right to own or to sell any of the Property, or any outstanding orders, writs,
injunctions or decrees of any court affecting the Property or Seller’s rights
to own or to sell any of the Property. 
Seller is aware of no pending notices, citations or similar charges;
and, to Seller’s knowledge, there are no threatened actions or claims or basis
for actions or claims, from any governmental body or third party alleging
violation of laws, regulations, permits, orders, removal or remediation orders
or obligations, including any that relate to environmental laws, health,
safety, or employee matters relating to the Property.


(h)           Brokers.  Neither this Agreement nor the sale of the
Property or any other transaction contemplated by this Agreement was induced or
procured through any person, firm, corporation or other entity acting on behalf
of, or representing Seller or any of its stockholders as broker, finder,
investment banker, financial advisor or in any similar capacity.


(i)            Licenses and
Permits.  Exhibit L hereto sets forth
a complete and correct list of all licenses, franchises, permits and other
governmental authorizations held or owned by Seller relating to the ownership
and operation of the Property.  To the
best of Seller’s knowledge, all such licenses, franchises, permits and other
governmental authorizations are valid and in effect on the Closing Date.


(j)            Compliance with
Laws.


(i)            There is no current ongoing strike
or request for union representation, or to the best of Seller’s knowledge there
is no current ongoing labor trouble, dispute, grievance or controversy pending
or threatened against Seller which affects or could affect the Property or the
operation of the Property, and Seller does not know of any occurrence or any
events which would give rise to any such labor trouble, dispute, controversy,
strike or request for representation.


(ii)           To the best of Seller’s knowledge, it
does not own or operate, and has not owned or operated the Property, and is not
carrying on or conducting, and has not carried on or conducted, its business or
affairs relating to the Property in violation of any federal, foreign, state or
local law, statute, ordinance, rule or regulation, or any court or
administrative order or process.



 20















(k)           Environmental
Matters.


(i)            To the best of Seller’s knowledge,
no Hazardous Materials have been used, transported, manufactured, processed,
stored, treated or disposed, in or on the Property or are a part of the
Property, except as necessary to the operation of the Property and in
compliance with Environmental Laws. 
Exhibit M lists the Hazardous Materials used, generated, stored or
disposed of by Seller in the operation of the Property or which are part of the
Property.  For purposes of this Section
7.01(k), the term “Hazardous Material” shall mean (A) all substances, wastes,
pollutants, contaminants and materials (“Substances”) regulated, or defined or
designated as hazardous, extremely or imminently hazardous, dangerous or toxic,
under the following federal statutes and their state counterparts, as well as
these statutes’ implementing regulations: 
the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq (“CERCLA”) the Federal Insecticide,
Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq; the Atomic Energy
Act, 42 U.S.C. Section 22011 et seq; and the Hazardous Materials Transportation
Act, 42 U.S.C. Section 1801 et seq; (B) all Substances with respect to which
any state, local, territorial or federal governmental authority otherwise 



 21
 









requires
environmental investigation, monitoring, reporting, or remediation; (C)
petroleum and petroleum products and by products including crude oil and any
fractions thereof; (D) natural gas, synthetic gas, and any mixtures thereof;
and (E) radon, radioactive substances, asbestos, urea formaldehyde, and
polychlorinated biphenyls (“PCBs”).


(ii)           Except as disclosed on Exhibit N,
there are no asbestos containing materials, or PCB containing capacitors,
transformers or other equipment on any of the Property.  There has been no release from any PCB
containing transformer, capacitor or equipment, other than in compliance with
applicable Environmental Laws.


(iii)          Exhibit N identifies and the Seller
has provided copies of (A) all environmental audits, assessments, or
occupational health studies in the possession of Seller with respect to the
Property within the past three (3) years, (B) the results of any asbestos
monitoring undertaken with respect to the Property, (C) all citations issued
with respect to the within the past three years under the Occupational Safety
and Health Act (29 U.S.C. Sections 651 et seq.), and (D) all claims,
liabilities, litigation, notices of violation, administrative proceedings,
whether pending or threatened, or orders issued with respect to the business
within the past three years under applicable Environmental Laws, including,
without limitation, asbestos claims or litigation.


(iv)          To the best of Seller’s knowledge,
Seller with respect to the Property has been and is currently in compliance
with all applicable Environmental Laws, including obtaining and maintaining in
effect all permits, licenses or other authorizations required by applicable
Environmental Laws, and Seller with respect to the Property has been and is
currently in compliance with all such permits, licenses and authorizations.



 22
 









(v)           For purposes of this Section 7.01(k),
“Environmental Laws” shall mean any and all laws, statute, code, enactment,
ordinance, rule, regulation, permit, consent, approval, authorization,
judgment, order, common law rule or other requirement having the force and
effect of law, whether local, state, territorial or national, at any time in
force or effect relating to:  (A) emissions,
discharges, spills, releases or threatened releases of Hazardous Materials; (B)
the use, treatment, storage, disposal, handling, manufacturing, transportation
or shipment of Hazardous Materials; (C) the regulation of storage tanks; or (D)
otherwise relating to pollution or the protection of human health, safety or
the environment, including the following statutes as now written and amended,
and as amended hereafter, including any and all regulations promulgated
thereunder and any and all State and local counterparts:  CERCLA, the Federal Water Pollution Control
Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the
Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Solid Waste Disposal
Act, 42 U.S.C. §6901 et seq., the Emergency Planning and Community Right-to-Know
Act of 1986, 42 U.S.C. §11001 et seq., and the Safe Drinking Water Act, 42
U.S.C. §300f et seq.


7.02         Survival.  All of Seller’s representations and
warranties set forth in this Agreement are true and correct, and shall be true
and correct as of the Closing Date; and for a period of two (2) years after the
Closing Date, except for the matters in Section 7.01(d), (e) and (h), which
shall continue for five (5) years after the Closing Date, Buyer shall have the
right to rely upon the accuracy of Seller’s representations and warranties.



 23
 









7.03         CONDITION OF
PROPERTY.  THE BUYER ACKNOWLEDGES AND
AGREES THAT THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT
TO THE PROPERTY OR OTHERWISE ARE CONTAINED IN SECTION 7.01 HEREOF.  THE PROPERTY SHALL BE DELIVERED TO AND TAKEN
POSSESSION OF BY, BUYER ON AN “AS IS, WHERE IS” BASIS AND THE BILL OF SALE OR
OTHER TRANSACTION DOCUMENTS TRANSFERRING TITLE SHALL CONTAIN THE FOLLOWING
LANGUAGE:  “SELLER MAKES NO
REPRESENTATION OR WARRANTY TO BUYER, EXPRESS OR IMPLIED, AS TO THE VALUE,
CONDITION, MERCHANTABILITY (OTHER THAN AS TO TITLE AS SET FORTH IN SECTION
7.01(D) AND (E)), FITNESS FOR A PARTICULAR PURPOSE, SEAWORTHINESS, DESIGN  OR WORKING ORDER.”


ARTICLE
VIII

BUYER’S REPRESENTATIONS AND WARRANTIES


8.01         Buyer’s
Representations and Warranties. 
Buyer represents and warrants to Seller as follows (all representations
and warranties shall be made as of the Effective Date and the Closing Date and
shall survive Closing to the extent set forth in Section 8.02):


(a)           Authorization.  Buyer has full right and power to enter into
and perform its obligation under this Agreement and the other Transaction
Documents, and has taken all requisite corporate action to authorize the
execution, delivery and performance of this Agreement and the other Transaction
Documents and the consummation of the sale of the Property and other
transactions contemplated by this Agreement. 
This Agreement has been duly authorized, executed and delivered by it
and constitutes a valid and binding legal obligation of Buyer, enforceable
against Buyer in accordance with its terms, except as the same may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the 



 24
 









enforcement of
creditor’s rights in general and subject to general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).


(b)           Organization.  Buyer is a limited liability company, duly
organized and validly existing and in good standing under the laws of its state
of organization and it has full power and authority to enter into and perform
this Agreement.  Buyer warrants that the
officer executing this Agreement on Buyer’s behalf is duly and properly
authorized and empowered to bind and obligate the Buyer.  Buyer is a United States citizen under the
Shipping Laws of the United States, including, without limitation, 46 U.S.C.
§ 292.


(c)           Consents and
Approvals-No Violation.  Neither the
execution and delivery of this Agreement by Buyer, nor the consummation of the
purchase and sale of the Property as contemplated herein, nor any of the
transactions contemplated hereby will (a) violate, conflict with or result in
the breach or termination of, or otherwise give any other contracting party the
right to terminate or constitute default (by way of substitution, novation, or
otherwise) under the terms of, any contract, mortgage or lease to which Buyer
is a party or under which any of the Property is bound, (b) result in the
creation of any Lien or other adverse interest upon any of the Property or any
of Buyer’s assets, (c) violate any judgment, order, injunction, decree or award
of a court, administrative agency or governmental body against or binding upon
Buyer or upon any of the Property, (d) conflict with, result in a breach of, or
constitute a default under (i) any foreign, federal, state or local law,
statute, ordinance, rule or regulation, or (ii) the certificate of formation or
the operating agreement of Buyer.  No
consent or approval of any Person is required in connection with the execution,
delivery and performance by Buyer of this Agreement and the other Transaction
Documents or the purchase of the Property.



 25
 









(d)           Vessel
Documentation.  Buyer shall cause all
of the Property that is a documented vessel under federal law to be
redocumented in its name with the United States Coast Guard within two (2) days
of the Closing.


(e)           Brokers.  Neither this Agreement nor the sale of the
Property or any other transaction contemplated by this Agreement was induced or
procured through any person, firm, corporation or other entity acting on behalf
of, or representing Buyer or any of its stockholders as broker, finder,
investment banker, financial advisor or in any similar capacity.


8.02         Survival.  All of Buyer’s representations and warranties
set forth in this Agreement shall be true and correct at and as of the Closing
Date, and for a period of two (2) years after the Closing Date, except for the
matters in Section 8.01(e), which shall continue for five (5) years after the
Closing Date, Seller shall have the right to rely on the accuracy of the Buyer’s
representations and warranties.


ARTICLE
IX

CONDITIONS TO CLOSING APPLICABLE TO BUYER


The obligations of Buyer hereunder (including the obligation of Buyer
to close the transactions herein contemplated) are subject to the following
conditions precedent:


9.01         No Termination.  Neither Buyer nor Seller shall have
terminated this Agreement pursuant to Section 11.01 hereof.


9.02         Bring-Down of
Seller Warranties.  The warranties and
representations made by the Seller herein to Buyer shall be true and correct in
all material respects on and as of the Closing Date with the same effect as if
such warranties and representations had been made on and as of the Closing Date
and Seller shall have performed and complied with all agreements, covenants and
conditions on their part required to be performed or complied with on or prior
to the Closing Date; and at the Closing, Buyer shall have received a
certificate executed by the President or any Vice President of Seller to the
foregoing effect.



 26
 









9.03         Changes from the
Vessel Reports.  The Final Inspection
Certificate shall not report any damage, defects or deficiencies with respect
to the Vessel and the material machinery and equipment on board the Vessel that
is not set forth in the Vessel Reports and that will not be repaired or
replaced by Seller prior to the Closing Date, which would (a) render the Vessel
not “seaworthy”, non-functional or non-operational for a period extending
beyond the Drop Dead Date; and (b) result in an aggregate cost to repair or
replace such non-operational items in excess of $3 million.  Nothing contained in this Section 9.03 limits
or modifies the rights of Buyer pursuant to (a) Section 3.02 for a loss,
casualty or government taking; or (b) Section 3.03 for any damages to the
Property.


9.04         Document Delivery.  Buyer shall have received copies of the
documents to be delivered pursuant to Section 6.04 hereof.


Buyer shall have the right to waive any of the foregoing conditions
precedent.


ARTICLE X

CONDITIONS TO CLOSING APPLICABLE TO SELLER


The obligations of Seller hereunder (including the obligation of Seller
to close the transactions herein contemplated) are subject to the following
conditions precedent:


10.01       No Termination.  Neither Buyer nor Seller shall have
terminated this Agreement pursuant to Section 11.01 hereof.


10.02       Bring-Down of Buyer
Warranties.  All warranties and
representations made by Buyer herein to Seller shall be true and correct in all
material respects on and as of the Closing Date with the same effect as if such
warranties and representations had been made on and as of the Closing Date, and
Buyer shall have performed and complied with all agreements,



 27
 









covenants and
conditions on its part required to be performed or complied with on or prior to
the Closing Date, and at the Closing, Seller shall have received a certificate
executed by the President or any Vice President of Buyer to the foregoing
effect.


10.03       Document Delivery.  Seller shall have receive copies of the
documents to be delivered pursuant to Section 6.03 hereof.


Seller shall have the right to waive any of the foregoing conditions
precedent.


ARTICLE
XI

TERMINATION


11.01       Termination.  This Agreement may be terminated at any time
prior to the Closing as follows, and in no other manner:


(a)           by mutual consent of
Buyer and Seller;


(b)           by Buyer or by
Seller, if at or before the Closing any conditions set forth herein for the
benefit of the Buyer or Seller, respectively, shall not have been timely met or
cannot be timely met; provided, the party seeking to terminate is not in breach
of or default under this Agreement;


(c)           by Buyer or by the
Seller if the Closing of the transactions contemplated by this Agreement shall
not have occurred on or before July 15, 2007 (the “Drop Dead Date”), or such
later date as may have been agreed upon in writing by the parties hereto;
provided, the party seeking to terminate is not in breach or default under this
Agreement;


(d)           by Buyer or by
Seller if any representation or warranty made herein for the benefit of Buyer
or Seller, respectively, or in any certificate, schedule or documents furnished
to Seller or Buyer, respectively, pursuant to this Agreement is untrue in any
material respect, or Buyer or Seller, respectively, shall have defaulted in any
material respect in the



 28
 









performance of
any material obligation under this Agreement; provided, the party seeking to
terminate is not in breach or default under this Contract;


(e)           by Buyer or Seller
pursuant to Section 3.02(b) hereof;


(f)            by Buyer or Seller
pursuant to Section 5.03 hereof; or


(g)           by Buyer or Seller
if any investigation, action, suit or proceeding by any governmental or
regulatory commission, agency, body or authority (“Governmental Action”) or by
any other Person (“Third Party Action”) shall be pending on the Closing Date
which challenges or is reasonably likely to result in a challenge to this
Agreement or any transaction contemplated hereby, or which claims, or is
reasonably likely to give rise to a claim for, damages in a material amount as
a result of the consummation of the transactions contemplated hereby.


Except as otherwise provided in this Agreement, any termination
pursuant to this Article XI shall not limit or restrict the rights or other
remedies of any party hereto.


ARTICLE
XII

EMPLOYEES


12.01       Seller’s Retained
Employee Liability.  Except as
specifically provided for in Section 12.02 hereof, Seller shall retain all
liability for, and shall indemnify and hold harmless Buyer from and against,
any and all claims and liabilities with respect to all matters relating to
employees of Seller, including, but not limited to severance claims, workers’
compensation claims, medical and disability claims, vacation pay, and claims
before courts, arbitrators or federal and state agencies.


12.02       Assumed Employees.  On or before June 1, 2007 Seller shall
provide to Buyer a list of those employees of Seller (or its affiliates) who
are working on the Vessel that Seller intends to terminate on or prior to the
Closing Date.  On or before the Closing
Date, Buyer shall offer employment (contingent on the Closing of the
transactions contemplated hereby) to 



 29
 









the Designated
Employees upon such terms and conditions as may be acceptable to Buyer, and as
to those Designated Employees who accept Buyer’s offer of employment, Buyer
shall assume, and indemnify and hold Seller and its affiliates, Bean Meridian,
L.L.C. and Bean Stuyvesant, L.L.C., harmless against, any liability or
obligation to each and all of the Designated Employees or third parties with
respect to any claims and liabilities accruing after their respective date of
hire, with respect to the Designated Employees, including, but not limited to,
severance claims, workers’ compensation claims, medical and disability claims,
vacation pay, and claims before courts, arbitrators or federal or state
agencies.


12.03       No Third-Party
Beneficiary.  This Agreement is being
entered into solely for the benefit of the parties hereto, and the parties do
not intend that any employee or other person shall be a third-party beneficiary
of the covenants by either Seller or Buyer contained in this Agreement.


ARTICLE
XIII

INDEMNIFICATION AND RELATED MATTERS


13.01       Indemnification.


(a)           By Seller.  Seller hereby agrees to indemnify, defend and
hold Buyer, its affiliates, predecessors, successors and assigns (and their
respective officers, directors, employees and agents) harmless from and against
any and all loss, liability, claim, damage (excluding incidental or
consequential damages), expense (including costs of investigation and defense
and reasonable attorneys’ fees) or diminution of value, whether or not
involving a third-party claim (collectively, “Damages”), arising, directly or
indirectly, from or in connection with:


(i)            any breach or violation of this
Agreement by Seller;



 30















(ii)           any misrepresentations, inaccuracy,
breach or non-fulfillment of any warranty or representation, agreement or
covenant on the part of Seller under the terms of this Agreement or in any
Closing document executed by Seller hereunder;


(iii)          any Non-Assumed Obligations; and


(iv)          any Lien (including maritime lien) or
other charge or right of others of any kind or nature on any of the Property
which existed on or prior to, or which arises out of any facts or circumstances
existing prior to, the conveyance of the Property to Buyer, whether accrued,
absolute, fixed, contingent, known, or unknown or otherwise.


Buyer’s sole remedy for any breach by Seller of its representations and
warranties or obligations under this Agreement shall be under this Article
XIII.  Seller’s maximum liability to
Buyer arising from its indemnification obligations pursuant to this Article
XIII shall be limited to the Purchase Price, except for fraud or criminal
conduct.  In computing the amount of any
indemnification claim, the amount of each claim shall be deemed to be an amount
net of any insurance proceeds actually recovered by Buyer from any third
Person.


(b)           By Buyer.  Buyer hereby agrees to indemnify, defend and
hold Seller, its affiliates, predecessors, successors and assigns (and their
respective officers, directors, employees and agents) harmless from and against
all Damages, arising, directly or indirectly, from or in connection with:


(i)            any breach or violation of this
Agreement by Buyer;


(ii)           any misrepresentations, inaccuracy,
breach or non-fulfillment of any warranty or representation, agreement or
covenant on the part of Buyer under the terms of this Agreement or in any
Closing documents executed by Buyer hereunder; and


(iii)          the operation of the Property after
the Closing Date.



 31
 









Seller’s sole remedy for any breach by Buyer or Buyer’s representations
and warranties or obligations under this Agreement shall be under this Article
XIII.


13.02       Indemnification
Notice.  Promptly upon obtaining
knowledge of any claim, event, statements of facts or demand which has given
rise to, or could reasonably give rise to, a claim for indemnification
hereunder, any party seeking indemnification under this Article XIII (an “Indemnified
Party”) shall give written notice of such claim or demand (“Notice of Claim”)
to the party from which indemnification is sought (an “Indemnifying Party”),
with a copy to the guarantor of this Agreement, setting forth the amount of the
claim.  The Indemnified Party shall
furnish to the Indemnifying Party, in reasonable detail, such information as it
may have with respect to such indemnification claim (including copies of any
summons, complaint or other pleading which may have been served on it and any
written claim, demand, invoice, billing or other document evidencing or
asserting the same).  No failure or delay
by the Indemnified Party in the performance of the foregoing shall reduce or
otherwise affect the obligation of any Indemnifying Party to indemnify and hold
the Indemnified Party harmless, except to the extent that such failure or delay
shall have adversely affected the Indemnifying Party’s ability to defend
against, settle or satisfy any liability, damage, loss, claim or demand for
which the Indemnified Party is entitled to indemnification hereunder.


13.03       Indemnification
Procedure.


(a)           If the claim or
demand set forth in the Notice of Claim given by the Indemnified Party pursuant
to Section 13.02 of this Agreement is a claim or demand asserted by a third
party, the Indemnifying Party shall have fifteen (15) days after the Date of
the Notice of Claim (as that term is hereinafter defined) to notify the
Indemnified Party in writing of its election to defend such third party claim
or demand on behalf of the Indemnified Party. 
If the



 32
 









Indemnifying
Party elects to defend such third party claim or demand, the Indemnified Party
shall make available to the Indemnifying Party and its agents and
representatives all records and other materials which are reasonably required
in the defense of such third party claim or demand and shall otherwise
cooperate with, and assist the Indemnifying Party in the defense of, such third
party claim or demand, and so long as the Indemnifying Party is defending such
third party claim or demand in good faith, the Indemnified Party shall not pay,
settle or compromise such third party claim or demand.  If the Indemnifying Party elects to defend
such third party claim or demand, the Indemnified Party shall have the right to
participate in the defense of such third party claim or demand, at its own
expense.  If the Indemnifying Party does
not elect to defend such third party claim or demand, or does not defend such
third party claim in good faith, the Indemnified party shall have the right, in
addition to any other right or remedy it may have hereunder, at the
Indemnifying Party’s expense, to defend such third party claim or demand;
provided, however, that (i) the Indemnifying Party shall not have any
obligation to participate in the defense of, or defend, any such third party
claim or demand; and (ii) the Indemnified Party’s defense of or its
participation in the defense of any such third party claim or demand shall not
in any way diminish or lessen the obligations of the Indemnifying Party under
the agreements of indemnification set forth in this Article XIII.


(b)           Except for third
party claims being defended in good faith, the Indemnifying Party shall satisfy
its obligation hereunder in cash within thirty (30) days after the Date of
Notice of Claim.


(c)           The term “Date of
the Notice of Claim” as used in this Article XIII shall mean the date the
Notice of Claim is deemed delivered pursuant to Section 15.01 hereof.



 33
 









ARTICLE XIV

POST-CLOSING


14.01       Diligence and
Further Assurances.  The parties
hereto shall proceed with reasonable diligence and take all such action as may
be required to consummate the transactions provided for in this Agreement.  Following the Closing, Seller and Buyer shall
execute and deliver such documents and take such other actions as shall be reasonably
requested by the other party to carry out the transactions contemplated in this
Agreement.


14.02       Books and Records.  Each party shall preserve and maintain for
one (1) year after Closing the records in its possession relating to the
Property, and shall provide reasonable access to the other party for any
legitimate purpose.  Each party shall
cooperate fully with the other and its counsel in the defense of any claim by a
third party relating to the Property, including access to employees, books and
records of the Seller as either party may reasonably request, and to the extent
available.  Seller shall deliver the
original log books of the Vessel to Buyer, but Seller shall have the right to
make copies of any necessary information therefrom.


ARTICLE
XV

NOTICES


15.01       Notices.  All notices and other communications provided
for in this Agreement shall be in writing and deemed given only when (a)
personally delivered, (b) given by telegram with written confirmation copy
following, (c) delivered to a national overnight courier service, (d) transmitted
by telephone facsimile communication device with a copy sent by U.S. mail
postage prepaid, or (e) mailed postage prepaid to the parties at the addresses
set forth below.  Either party may, from
time to time, by notices herein provided, designate a different address or
facsimile telephone number to which notices to it shall be sent.  Notice shall be deemed effective (a) upon
delivery, if personally delivered, (b) upon transmission, if by telegram, (c)
upon one (1) business day following deposit with a national overnight courier 



 34
 









service, fee
prepaid, (d) upon transmission, if by telephone facsimile communication device
with receipt confirmed, or (e) upon five (5) business days following deposit in
the United States Mail, certificated or registered mail, return receipt
requested.  Addresses and facsimile
numbers for notices to the parties are as follows:


	
  

  	
   

  	
  If to the Seller to:

  	
  BEAN DREDGING L.L.C.

  1055 St. Charles Avenue, Suite 500

  New Orleans, Louisiana 70130-3942 

  Facsimile:  504-586-8607 

  Attention:  James W. Bean

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With copy to:

  	
  Baldwin Haspel LLC 

  2200 Energy Centre 

  1100 Poydras Street

  New Orleans, Louisiana 70163-2200 

  Facsimile:  504-585-7751 

  Attention:  Jerome J. Reso, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If to Buyer to:

  	
  Great Lakes Dredge & Dock Company, 

  LLC

  2122 York Road 

  Oak Brook, Illinois 60523-1930 

  Facsimile:  630-574-3007 

  Attention:  Douglas B. Mackie

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With copy to:

  	
  Winston & Strawn LLP

  35 W. Wacker Drive

  Chicago, Illinois  60601

  Facsimile:  312-558-5700

  Attention:  Joseph A. Walsh, Jr.

  	
   

  



 


ARTICLE
XVI

MISCELLANEOUS PROVISIONS


16.01       Cost and Expenses.  Seller shall pay the cost of any recording
fee for the release or termination of all Liens not assumed by Buyer.  Otherwise, each party shall pay its own
expenses incurred in connection with the negotiation, execution and Closing of
this Agreement and the transactions contemplated hereby.



 35
 









16.02       Counterparts.  This Agreement may be executed in one or more
counter parts and shall be effective when one or more counterparts have been
signed by each of the parties.


16.03       Headings.  The section and other headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.


16.04       Entire Agreement.  This Agreement and all exhibits between the
parties, the Insurance Agreement and the Escrow Agreement, represent the entire
agreement between the parties and supersede and cancel any prior oral or
written agreements, letters of intent or understandings related to the
substance of this Agreement.


16.05       Amendment,
Assignment.  This Agreement cannot be
modified or amended except by writing executed by both parties and the written
consent of any guarantor of the Agreement. 
Neither of the parties to this Agreement may assign any of its rights or
obligations hereunder to any Person without the prior consent of the other
party, provided, however, that Buyer may assign its rights and obligations
hereunder to any other Person so long as Buyer guarantees the continuing
obligations of such assignee hereunder, in form and substance reasonably
satisfactory to Seller.  Buyer may give
its assignee a copy of this Agreement, including exhibits.


16.06       Press Releases.  No press releases or other public announcements
with respect to the transactions contemplated by this Agreement, shall be made
prior to the Closing without the joint approval of Seller and Buyer, except as
Buyer may be required by U.S. securities laws.



 36
 









16.07       Binding Agreement;
No Third Party Rights.  This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors, assigns and legal representatives.  This Agreement is being entered into solely
for the benefit of the parties hereto and the parties hereto do not intend that
any other Person shall be a third-party beneficiary of any covenants or
agreements contained in this Agreement.


16.08       Time is of the
Essence.  Time is of the essence in
the performance of all the terms and provisions of this Agreement.


16.09       Governing Law and
Jurisdiction and Consent to Service.


(a)           This Agreement shall
be governed and construed in accordance with the General Maritime Law of the
United States and the internal laws of the State of New York (without regard to
its choice of law principles).


(b)           Each of Seller and
Buyer (i) agree that any suit, action or proceeding arising out of or relating
to this Agreement shall be brought solely in the state or federal courts of the
State of New York; (ii) consents to the exclusive jurisdiction of each such
court in any suit, action or proceeding relating to or arising out of this
Agreement; (iii) waives any objection that it may have to the laying of venue
in any such suit, action or proceeding in any such court; and (iv) agrees that
service of any court paper may be made in such manner as may be provided under
applicable laws or court rules governing service of process.


16.10       Waiver.  Seller and Buyer, or either of them, may
waive in writing any breach of the terms and conditions of this Agreement by
the other party, but no such waiver shall constitute a continuing waiver of
similar or other breaches of terms and conditions hereof.  All remedies, rights, undertakings,
obligations, and agreements contained herein shall be cumulative and not
mutually exclusive.



 37
 









16.11       Severability.  If any of the terms and conditions hereof
shall for any reason be held to be legally invalid or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other of the terms and conditions hereof and the terms and conditions hereof
shall thereafter be construed as if such invalid, illegal, or unenforceable
terms and conditions had never been contained herein.


16.12       Strict Performance.  The failure of Seller or Buyer to insist upon
strict performance of the terms, covenants, agreements and conditions herein
contained, or any of them shall not constitute or be construed as a waiver or
relinquishment of the Seller’s or Buyer’s rights to thereafter enforce such
term, covenants or condition, but the same shall continue in full force and
effect.


16.13       Agreement
Preparation.  The parties acknowledge
that each party, and its counsel, have reviewed and revised this Agreement, and
the parties agree that the rule of interpretation of contracts, as set forth in
Louisiana Civil Code Article 2056, to the effect that any doubt concerning a
provision in a contract is to be resolved against the drafting party or party
who furnished its text, shall not be employed in the interpretation of this
Agreement or any amendments or Exhibits.



 38
 









IN WITNESS WHEREOF, this Agreement has been executed by Buyer and
Seller as of the Effective Date.


	
   

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BEAN DREDGING
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/
  James W. Bean, Jr.   

  
	
   

  	
   

  	
  Name:  James
  W. Bean, Jr.

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUYER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK

  COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Douglas
  B. Mackie   

  
	
   

  	
   

  	
  Name:  Douglas
  B. Mackie

  
	
   

  	
   

  	
  Title:  President
  and Chief Executive Officer

  



 



 39