Exhibit 10.1


Conformed
Copy


 


 


 


 


 


PURCHASE AGREEMENT


BETWEEN


WEEKS MARINE, INC.


AND


GREAT LAKES DREDGE & DOCK COMPANY, LLC


 


 


 


 


 


 


 


 


April 13, 2007


 
















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
   

  	
  5

  
	
  1.01

  	
   

  	
  Definitions

  	
   

  	
  5

  
	
  1.02

  	
   

  	
  Interpretation

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  MERIDIAN
  AGREEMENT ASSIGNMENT AND SALE OF CRANE

  	
   

  	
  18

  
	
  2.01

  	
   

  	
  Assignment

  	
   

  	
  18

  
	
  2.02

  	
   

  	
  GLDD Deposit

  	
   

  	
  18

  
	
  2.03

  	
   

  	
  Assumption of Obligations

  	
   

  	
  20

  
	
  2.04

  	
   

  	
  Financial Capability

  	
   

  	
  20

  
	
  2.05

  	
   

  	
  No Warranties

  	
   

  	
  21

  
	
  2.06

  	
   

  	
  Sale of Crane

  	
   

  	
  21

  
	
  2.07

  	
   

  	
  Payment of Crane Price

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  PURCHASE AND
  SALE OF PROPERTY

  	
   

  	
  23

  
	
  3.01

  	
   

  	
  Purchase and Sale of Property

  	
   

  	
  23

  
	
  3.02

  	
   

  	
  Payment of Purchase Price

  	
   

  	
  24

  
	
  3.03

  	
   

  	
  Current Liens

  	
   

  	
  24

  
	
  3.04

  	
   

  	
  Non-Assumed Obligations

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  DELIVERY

  	
   

  	
  32

  
	
  4.01

  	
   

  	
  Delivery of the Property

  	
   

  	
  32

  
	
  4.02

  	
   

  	
  Risk of Loss

  	
   

  	
  33

  
	
  4.03

  	
   

  	
  Conduct of Business

  	
   

  	
  41

  
	
  4.04

  	
   

  	
  Negative Covenants

  	
   

  	
  43

  
	
  4.05

  	
   

  	
  Consents

  	
   

  	
  44

  
	
  4.06

  	
   

  	
  No Solicitation

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  REIMBURSEMENTS
  and TAX DEFERRED EXCHANGE

  	
   

  	
  46

  
	
  5.01

  	
   

  	
  Closing Reimbursements

  	
   

  	
  46

  
	
  5.02

  	
   

  	
  Tax Deferred Exchange

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  INSPECTIONS AND
  DUE DILIGENCE REVIEW

  	
   

  	
  50

  
	
  6.01

  	
   

  	
  Initial Inspection

  	
   

  	
  50

  
	
  6.02

  	
   

  	
  Access and Information; Inspections

  	
   

  	
  51

  
	
  6.03

  	
   

  	
  Final Inspection

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  CLOSING

  	
   

  	
  57

  
	
  7.01

  	
   

  	
  Closing Date

  	
   

  	
  57

  
	
  7.02

  	
   

  	
  Place of Closing

  	
   

  	
  59

  
	
  7.03

  	
   

  	
  Delivery by GLDD

  	
   

  	
  59

  
	
  7.04

  	
   

  	
  Delivery by Weeks

  	
   

  	
  61

  
	
  7.05

  	
   

  	
  Taxes and Fees

  	
   

  	
  66

  
	
  7.06

  	
   

  	
  Cooperation

  	
   

  	
  67

  




 i
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  WEEKS’
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  68

  
	
  8.01

  	
   

  	
  Weeks’ Representations and Warranties

  	
   

  	
  68

  
	
  8.02

  	
   

  	
  Survival

  	
   

  	
  92

  
	
  8.03

  	
   

  	
  CONDITION OF PROPERTY

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  GLDD’S
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  96

  
	
  9.01

  	
   

  	
  GLDD’s Representations and Warranties

  	
   

  	
  96

  
	
  9.02

  	
   

  	
  Survival

  	
   

  	
  101

  
	
  9.03

  	
   

  	
  CONDITION OF CRANE

  	
   

  	
  102

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
  CONDITIONS TO
  CLOSING APPLICABLE TO GLDD

  	
   

  	
  105

  
	
  10.01

  	
   

  	
  No Termination

  	
   

  	
  105

  
	
  10.02

  	
   

  	
  Bring-Down of Weeks Warranties

  	
   

  	
  105

  
	
  10.03

  	
   

  	
  Final Inspection

  	
   

  	
  107

  
	
  10.04

  	
   

  	
  Pending Actions

  	
   

  	
  108

  
	
  10.05

  	
   

  	
  All Necessary Documents

  	
   

  	
  109

  
	
  10.06

  	
   

  	
  Meridian Agreement

  	
   

  	
  110

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
  CONDITIONS TO
  CLOSING APPLICABLE TO WEEKS

  	
   

  	
  111

  
	
  11.01

  	
   

  	
  No Termination

  	
   

  	
  112

  
	
  11.02

  	
   

  	
  Bring-Down of GLDD Warranties

  	
   

  	
  112

  
	
  11.03

  	
   

  	
  Pending Actions

  	
   

  	
  113

  
	
  11.04

  	
   

  	
  All Necessary Documents

  	
   

  	
  114

  
	
  11.05

  	
   

  	
  Meridian Agreement

  	
   

  	
  115

  
	
  11.06

  	
   

  	
  Final Crane Inspection

  	
   

  	
  116

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
  TERMINATION

  	
   

  	
  117

  
	
  12.01

  	
   

  	
  Termination

  	
   

  	
  117

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
  EMPLOYEES

  	
   

  	
  120

  
	
  13.01

  	
   

  	
  Week’s Retained Employee Liability

  	
   

  	
  120

  
	
  13.02

  	
   

  	
  Assumed Employees

  	
   

  	
  121

  
	
  13.03

  	
   

  	
  No Third-Party Beneficiary

  	
   

  	
  123

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  	
  INDEMNIFICATION
  AND RELATED MATTERS

  	
   

  	
  124

  
	
  14.01

  	
   

  	
  Indemnification

  	
   

  	
  124

  
	
  14.02

  	
   

  	
  Indemnification Notice

  	
   

  	
  130

  
	
  14.03

  	
   

  	
  Indemnification Procedure

  	
   

  	
  132

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
   

  	
  POST-CLOSING

  	
   

  	
  137

  
	
  15.01

  	
   

  	
  Diligence and Further Assurances

  	
   

  	
  137

  
	
  15.02

  	
   

  	
  Books and Records

  	
   

  	
  138

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  	
   

  	
  NOTICES

  	
   

  	
  140

  
	
  16.01

  	
   

  	
  Notices

  	
   

  	
  140

  




 ii
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVII

  	
   

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  	
  144

  
	
  17.01

  	
   

  	
  Cost and Expenses

  	
   

  	
  144

  
	
  17.02

  	
   

  	
  Counterparts

  	
   

  	
  145

  
	
  17.03

  	
   

  	
  Headings

  	
   

  	
  145

  
	
  17.04

  	
   

  	
  Gender

  	
   

  	
  146

  
	
  17.05

  	
   

  	
  Entire Agreement

  	
   

  	
  146

  
	
  17.06

  	
   

  	
  Amendment

  	
   

  	
  147

  
	
  17.07

  	
   

  	
  Press Releases

  	
   

  	
  148

  
	
  17.08

  	
   

  	
  Binding Agreement; No Third Party Rights

  	
   

  	
  148

  
	
  17.09

  	
   

  	
  Time is of the Essence

  	
   

  	
  149

  
	
  17.10

  	
   

  	
  Governing Law and Consent to Jurisdiction

  	
   

  	
  149

  
	
  17.11

  	
   

  	
  Waiver

  	
   

  	
  151

  
	
  17.12

  	
   

  	
  Severability

  	
   

  	
  152

  
	
  17.13

  	
   

  	
  Strict Performance

  	
   

  	
  153

  
	
  17.14

  	
   

  	
  Agreement Preparation

  	
   

  	
  153

  



 



 iii















PURCHASE AGREEMENT


This Purchase Agreement (this “Agreement”) is entered into as of the
13th day of April, 2007 between WEEKS MARINE, INC., a New Jersey corporation (“Weeks”),
and GREAT LAKES DREDGE & DOCK COMPANY, LLC, a Delaware limited liability
company (“GLDD”) who agree as follows:


Recitals:


A.            Whereas, Weeks owns
a vessel named “Beachbuilder” which performs dredging work (“Weeks Vessel”);


B.            Whereas, GLDD has
executed an Asset Purchase Agreement dated April 10, 2007 (“Meridian Agreement”)
with Bean Meridian L.L.C., a Delaware limited liability company (“Bean Meridian”)
pursuant to which GLDD is acquiring the right to purchase the cutterhead
suction dredge named the “Meridian” and the barge named the Idler/Quarters
Barge “Bean 25” together with the attendant plant consisting of the following
(collectively the “Meridian Attendant Plant”): 
(i) tender “Lois Anne”; (ii) tender “Jennifer Bean”; (iii) crane barge “C.
W. Bean”; and (iv) anchor barge “AB-1116”;


C.            Whereas, a copy of
the Meridian Agreement is attached hereto as Exhibit A-1;


D.            Whereas, the parties
hereto desire by this Agreement to do the following:  (i) GLDD shall transfer, assign and convey to
Weeks all of GLDD’s right, title and interest in the (A) Crane (as hereinafter
defined); (B) Meridian Agreement and (C) the related Insurance Agreement dated
April 10, 2007 (“Insurance Agreement”) between GLDD and Bean Meridian, a copy
of which is attached hereto as Exhibit A-2; and (ii) GLDD shall purchase from
Weeks and 



 1
 









Weeks shall sell to GLDD the Weeks Vessel and the
Meridian Attendant Plant, on the terms and conditions set forth herein;


Now, Therefore, the parties hereto agree as follows:


ARTICLE I

DEFINITIONS


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


“Assignment” is defined in Section 2.01.


“Bean Meridian” is defined in Recital B.


“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,
conditions and warranties as shown in Exhibits B-1 and B-2.


“CERCLA” is defined in Section 8.01(k)(i) hereof.


“Closing” is defined in Section 7.01 hereof.


“Closing Date” is defined in Section 7.01 hereof.


“Code” means the Internal Revenue Code of 1986, as amended.


“Crane” means the equipment owned by GLDD described on Exhibit C
attached hereto.


“Crane Price” is defined in Section 2.06.


“Damages” is defined in Section 14.01(a) hereof.


“Designated Employees” means those certain employees of Weeks who work
on the Weeks Vessel identified in writing by GLDD to Weeks prior to the Closing
as those employees to whom GLDD will offer to employ in the operation of the
Property.


“Drop Dead Date” is defined in Section 12.01(c) hereof.



 2
 









“Environmental Laws” is defined in Section 8.01(k)(v) hereof.


“Execution Date” means the date on which this Agreement is executed by
GLDD and Weeks.


“Final Inspection Certificate” is defined in Section 6.03(a) hereof.


“GLDD Deposit” is defined in Section 2.02(b).


“Hazardous Materials” is defined in Section 8.01(k)(i) hereof.


“Indemnified Party” is defined in Section 14.02 hereof.


“Indemnifying Party” is defined in Section 14.02 hereof.


“Initial Crane Inspection” is defined in Section 6.01(b).


“Insurance Agreement” is defined in Recital D.


“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 3.03(b) hereof.


“Meridian Agreement” is defined in Recital B.


“Meridian Attendant Plant” is defined in Recital B.


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


“Non-Assumed Obligations” is defined in Section 3.04 hereof.


“Notice of Claim” is defined in Section 14.02 hereof.


“PCBs” is defined in Section 8.01(k)(i) hereof.



 3
 









“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.


“Property” means the Weeks Vessel, the Spare Parts, the Miscellaneous
Property, the Inventories, the Related Property and the Meridian Attendant
Plant.


“Purchase Price” means $13,642,000.


“Related Property” means (a) to the extent transferable by Weeks, all
of Weeks’ 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 Weeks, 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 Weeks and which GLDD elects to maintain in connection with GLDD’s
operations.


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


“Substances” is defined in Section 8.01(k)(i) hereof.


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



 4
 









“Vessel” means that Weeks Vessel described in Exhibit F, together with
such Vessel’s engines, machinery, masts, spars, boats, anchors, cables, chains,
rigging tackle, fittings, tools, pumps, pumping equipment, gear, apparel,
furniture, furnishing, outfit, appliances, equipment, spares or replacement
parts, and all other appurtenances thereto appertaining or belonging.


“Weeks Vessel” is defined in Recital A.


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.


ARTICLE
II

MERIDIAN AGREEMENT ASSIGNMENT AND SALE OF CRANE


2.01         Assignment.  On the Closing Date immediately prior to the
closing under the Meridian Agreement, GLDD shall sell, transfer, assign and
convey all of GLDD’s right, title and interest in and to the Meridian Agreement
and the Insurance Agreement to Weeks (the “Assignment”).


2.02         GLDD Deposit.  (a)              Pursuant
to the Meridian Agreement, GLDD has caused a deposit of $2,700,000 to be
deposited in escrow for the benefit of Bean Meridian as a good faith deposit (“GLDD
Deposit”).


(b)           In the event Bean
Meridian becomes entitled to the GLDD Deposit pursuant to the terms of the
Meridian Agreement, Weeks shall pay to GLDD on the date the GLDD Deposit is
paid to Bean Meridian an amount equal to the GLDD Deposit.



 5
 









2.03         Assumption of
Obligations.  On the Closing Date
immediately prior to the closing under the Meridian Agreement, Weeks shall
assume and agree to perform all of the liabilities and obligations of GLDD
under the Meridian Agreement and Insurance Agreement.


2.04         Financial
Capability.  Weeks hereby represents
and warrants to GLDD that Weeks has sufficient funds on hand or in banks to
consummate the purchase of the Meridian pursuant to the Meridian Agreement.


2.05         No Warranties.  Except for the representations and warranties
set forth in Article IX hereof, GLDD makes no other representations or
warranties with respect to the Assignment, the Meridian Agreement or Insurance
Agreement.


2.06         Sale of Crane.  In consideration of Three Hundred Sixty
Thousand Dollars ($360,000) (“Crane Price”), and upon and subject to the terms,
provisions and conditions hereinafter set forth, GLDD agrees to assign, sell and
convey to Weeks free and clear of any Liens and Weeks agrees to purchase and
accept from GLDD at the Closing on the Closing Date all of the rights, title
and interests of GLDD in and to the Crane.


2.07         Payment of Crane
Price.  The Crane Price shall be paid
by Weeks to GLDD on the Closing Date by wire transfer of immediately available
funds for credit to GLDD to an account designated by GLDD in a letter of
direction to be delivered to Weeks prior to Closing.


ARTICLE
III

PURCHASE AND SALE OF PROPERTY


3.01         Purchase and Sale
of Property.  In consideration of the
Purchase Price and the Assignment and upon and subject to the terms, provisions
and conditions hereinafter set forth, Weeks agrees to assign, sell and convey
to GLDD free and clear of any Liens and GLDD



 6















agrees to
purchase and accept from Weeks at the Closing on the Closing Date all of the
rights, title and interests of Weeks in and to the Property.


3.02         Payment of
Purchase Price.  Subject to Section
3.03 hereof, the Purchase Price shall be paid by GLDD to Weeks on the Closing
Date by wire transfer of immediately available funds for credit to Weeks to an
account designated by Weeks in a letter of direction to be delivered to GLDD
prior to the Closing.


3.03         Current Liens.


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


(b)           At least one (1) day prior to Closing, Weeks shall cause each Lien
holder to deliver to Weeks’ counsel, in escrow, (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 GLDD,
(collectively, “Lien Release Documents”).


(c)           At the Closing on
the Closing Date, Weeks shall furnish GLDD 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.


3.04         Non-Assumed
Obligations.  GLDD shall not assume
or pay and Weeks shall continue to be responsible for any debt, obligation or
liability, of any kind or nature (fixed or contingent, known or unknown) of
Weeks whether or not relating to the Property (“Non-Assumed Obligations”).  GLDD is not and shall not be deemed a
successor of Weeks.  Without limiting the
generality of the foregoing, GLDD shall not assume any Non-Assumed Obligations
of Weeks, which shall include without limitation, the following debts,
obligations or liabilities:



 7
 









(a)           any liability of
Weeks 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 Weeks 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 Weeks 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 Weeks or any of its affiliates is or was a party,
or any breach thereof by Weeks or any of its affiliates;


(e)           any liabilities or
obligations of Weeks 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 Weeks 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
Weeks 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;


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



 8
 









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


ARTICLE
IV

DELIVERY


4.01         Delivery of the
Property.  (a)              On the Closing Date, GLDD shall take possession of the
Property.  Weeks agrees to cooperate with
GLDD in making any necessary arrangements, as GLDD reasonably requests, to
allow GLDD 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 GLDD.  On the Closing Date, GLDD shall cause its
employees to be stationed on board the Vessel and Weeks shall cause all of its
employees and agents to be removed from the Vessel and other Property.


(b)           On the Closing Date,
Weeks shall take possession of the Crane at the location designated by GLDD
prior thereto.


4.02         Risk
of Loss.


(a)           Until the Closing,
the Property shall be at the sole risk and loss of Weeks.  Upon the Closing, title and all risk of loss
shall transfer to GLDD.  Weeks shall keep
the Property insured against loss 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, GLDD, 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 shall be deferred for a reasonable
time (in no event longer than the Drop Dead Date) so 



 9
 









that Weeks 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
Weeks;


(iii)          subject to Section 4.02(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, GLDD may (by written notice to
Weeks within five (5) days after receipt of notice from Weeks of such loss or
taking) chose either alternative (A) or (B) below.  If GLDD fails to notify Weeks of its
election, GLDD will be conclusively deemed to have elected to proceed with the
Closing without excluding the damaged or taken Property in accordance with
alternative (B) below:


(A)          Exclude
the Property which has been so damaged, destroyed or taken and receive a credit
against the Purchase Price in the amount equal to the fair market value of such
Property as determined by a mutually acceptable appraiser; or


(B)           Proceed
with the Closing without excluding the damaged or destroyed Property, in which
event all insurance proceeds paid or to be paid as a result of the loss to such
Property shall be paid to GLDD; provided, however if the insurance proceeds are
insufficient to restore or replace such Property, such Property shall be
excluded from the Property and the Purchase Price shall be reduced by the fair
market value of such Property as determined by a mutually acceptable appraiser.



 10
 









Notwithstanding the foregoing, the term “Property” when used in this
Section 4.02(a) shall exclude the Meridian Attendant Plant.


(b)           If prior to Closing,
the Weeks 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 Weeks or GLDD may terminate this Agreement.


(c)           Until the Closing,
the Crane shall be at the sole risk and loss of GLDD.  Upon Closing, title and all risk of loss
shall transfer to Weeks.  If prior to the
Closing, the Crane shall suffer a loss or casualty or otherwise become
non-operational then the purchase and sale of the Crane pursuant to this
Agreement shall be terminated which shall not effect the Assignment or the
purchase and sale of the Property.


4.03         Conduct of
Business.  Prior to the Closing, and
except as otherwise approved by GLDD in writing, Weeks 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 Weeks may continue to perform its obligations under the
existing contracts and as may be required by any applicable law.  Weeks shall give GLDD prompt written notice
of any and all material adverse changes in the condition or operation of any of
the Property.  Notwithstanding the
foregoing, the term “Property” when used in this Section 4.03 shall exclude the
Meridian Attendant Plant.



 11
 









4.04         Negative Covenants.  During the period from the date of this
Agreement to the Closing Date, Weeks shall not, without GLDD’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 Weeks’ 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.


4.05         Consents.  Prior to the Closing Date, Weeks 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.


4.06         No Solicitation.  Prior to the Closing or until the termination
of this Agreement, Weeks shall not, without the prior approval of GLDD,
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 Weeks shall deal exclusively with GLDD with respect to
the sale of the Property.


ARTICLE V

REIMBURSEMENTS AND TAX DEFERRED EXCHANGE


5.01         Closing
Reimbursements.  GLDD shall reimburse
Weeks on the Closing Date for the cost of any fuel and lube which is
transferred by Weeks to GLDD as part of the 



 12
 









Property.  Prior to the Closing, Weeks shall prepare and
deliver to GLDD a statement for the reimbursement of such fuel and lube costs,
which shall be subject to the review and approval of GLDD.


5.02          Tax Deferred Exchange.  (a)         In
the event that Weeks wishes to enter into a tax deferred exchange for any or
some of the Property (as defined in the Meridian Agreement) pursuant to Section
1031 of the Code, GLDD agrees to cooperate with Weeks (at the sole cost and
expense of Weeks) with such exchange, including the execution of such documents
reasonably acceptable to the GLDD as may be reasonably necessary to conduct the
exchange, provided that there shall be no delay in the agreed-to Closing
Date.  Notwithstanding any other
provision of this Agreement, Weeks shall indemnify GLDD for any and all costs,
expenses or liabilities resulting from any such transactions.


 


(b)           In the event that
GLDD wishes to enter into a tax deferred exchange for any or some of the
Property pursuant to Section 1031 of the Code, Weeks agrees to cooperate with
GLDD (at the sole cost and expense of GLDD) with such exchange, including the
execution of such documents reasonably acceptable to the Weeks as may be
reasonably necessary to conduct the exchange, provided that there shall be no
delay in the agreed-to Closing Date. 
Notwithstanding any other provision of this Agreement, GLDD shall
indemnify Weeks for any and all costs, expenses or liabilities resulting from
any such transactions.


ARTICLE
VI

INSPECTIONS AND DUE DILIGENCE REVIEW


6.01         Initial Inspection.  (a)          Prior
to the date hereof, GLDD has inspected the Weeks Vessel and been granted access
to, or provided copies of, the plans, surveys, records, drawings, engineering
calculations, correspondence, documentation, reports and other written 



 13
 









information
relating to the Property and has been given the opportunity to ask questions of
the employees of Weeks about the Property.


(b)           Prior to the date
hereof, Weeks has inspected the Crane (“Initial Crane Inspection”).


6.02         Access and
Information; Inspections.


(a)           From the Execution
Date until Closing, Weeks shall give to GLDD and its representatives reasonable
access during normal business hours to the Property (excluding the Meridian
Attendant Plant), to Weeks’ books and records containing technical information
relative to the Property (excluding the Meridian Attendant Plant) and all other
relevant documents and information with respect to the Property (excluding the
Meridian Attendant Plant) as representatives of GLDD may from time to time
request, all in such manner as to not unduly disrupt Weeks’ normal business
activities.  Such access may include
consultations with the personnel of Weeks. 
GLDD shall coordinate all of its inspection activities through Weeks’
designated representative or his designee.


(b)           During the term of
this Agreement GLDD may physically inspect, and cause one or more engineers or
other representatives of GLDD to physically inspect, the Property (excluding
the Meridian Attendant Plant).  GLDD
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 GLDD relating to
the inspection of the Property (excluding the Meridian Attendant Plant) will be
solely at GLDD’s expense.  Weeks shall
cooperate with GLDD in all reasonable respects in making such inspections.


(c)           Weeks shall be
entitled to have a representative present at the time of making any physical
inspection of the Property (excluding the Meridian Attendant Plant). 



 14
 









GLDD shall
notify Weeks not less than one (1) day in advance of making any such
inspection.  In making any inspection
hereunder, GLDD will treat, and will cause any representative of GLDD to treat,
all information obtained by GLDD 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 GLDD’s sole cost and risk.  GLDD acknowledges that any information
obtained by GLDD during the course of its due diligence shall not constitute
any representation or warranty whatsoever, express or implied, by Weeks with
respect to the content, completeness or accuracy of the due diligence
inspections.


6.03         Final Inspection.  (a)            On
or prior to the Closing Date, GLDD shall complete its final inspection of the
Property (excluding the Meridian Attendant Plant) for purposes of determining
if the condition set forth in Section 10.03 hereof has been satisfied.  At the Closing, GLDD shall tender to Weeks a
Final Inspection Certificate in the form of Exhibit H (“Final Inspection
Certificate”), setting forth the condition of the Property (excluding the
Meridian Attendant Plant).  GLDD shall
not be entitled to object to the condition of any of the Property (excluding
the Meridian Attendant Plant) should GLDD elect not to conduct a final
inspection of such Property (excluding the Meridian Attendant Plant).


(b)           On or prior to the
Closing Date, Weeks may do a final inspection of the Crane.


ARTICLE
VII

CLOSING


7.01         Closing Date.  The term “Closing” as used herein shall refer
to the actual conveyances, transfer, assignment and delivery of the (a)
Property to GLDD in exchange for (i) the payment to Weeks pursuant to Section
3.02 hereof, and (ii) the Assignment; and (b) the Crane to Weeks in exchange
for the payment to GLDD pursuant to Section 2.07 hereof.  The



 15















Closing shall
take place at the office specified in Section 7.02 hereof, simultaneously with
the closing of the transactions contemplated by the Meridian Agreement (“Closing
Date”).


7.02         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.


7.03         Delivery by GLDD.  At the Closing on the Closing Date, GLDD
shall deliver to Weeks:


(a)           The payment of the
Purchase Price pursuant to Section 3.02 hereof;


(b)           Certified copies of
resolutions of the board of directors of GLDD 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 GLDD as required by
Section 11.02 hereof;


(d)           An Assignment and
Assumption Agreement pursuant to which the Meridian Agreement shall be sold,
assigned and transferred to Weeks, in such form as of reasonably satisfactory
to Weeks;


(e)           A Bill of Sale for
the Crane; and


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


7.04         Delivery by Weeks.  At the Closing on the Closing Date, Weeks
shall deliver to GLDD:


(a)           A separate United
States Coast Guard Bill of Sale for the Weeks Vessel and such other documents
and instruments of sale, assignment, conveyance and transfer as GLDD or its
counsel may deem necessary or desirable;



 16
 









(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 GLDD or its counsel
may deem necessary or desirable;


(c)           Evidence
satisfactory to GLDD 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 Weeks 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 Weeks as required by
Section 10.02 hereof;


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


(g)           For the Weeks
Vessel:  all current Coast Guard
Certificates of Documentation; a Coast Guard form Bill of Sale; current IOPP
Certificates (where applicable), the most recent American Bureau of Shipping
Certificate (if any), the latest Coast Guard Certificate of Inspection, all
other classification certificates, inspection certificates, plans and log books
of the Weeks Vessel;


(h)           Evidence
satisfactory to GLDD and its counsel that the transactions contemplated by the
Meridian Agreement are being consummated simultaneously with the Closing under
this Agreement;


(i)            The payment of the
Crane Price pursuant to Section 2.07 hereof;


(j)            Possession of the
Weeks Vessel offshore in international waters; and



 17
 









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


7.05         Taxes and Fees.  All sales, transfer or other taxes and all
documentation and other fees, if any, due as a result of the sale of the (a)
Property (excluding the Meridian Attendant Plant) shall be paid by Weeks, and
(b) the Crane and Meridian Attendant Plant shall be paid by GLDD.


7.06         Cooperation.  Weeks and GLDD 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
VIII

WEEKS’ REPRESENTATIONS AND WARRANTIES


8.01         Weeks’
Representations and Warranties. 
Weeks represents and warrants to GLDD 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 8.02):


(a)           Authorization.  Weeks 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 Weeks
and constitutes a valid and binding legal obligation of Weeks, enforceable
against Weeks in accordance with its terms, except as the same may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the 



 18
 









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.  Weeks is a corporation duly organized and
validly existing under the laws of the State of New Jersey and has full power
and authority to enter into and perform this Agreement.  Weeks warrants that the officer executing
this Agreement or any other Transaction Document on Weeks’ behalf is duly and
properly authorized and empowered to bind and obligate Weeks.  Weeks is, and at all times during which it
owned any of the vessels was, a United States citizen as that term is defined
in 46 C.F.R. § 67.03 and in Section 3 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 Weeks, 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 it 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 Weeks’
assets, (c) violate any judgment, order, injunction, decree or award of a
court, administrative agency or governmental body against or binding upon Weeks
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 articles or certificate of
incorporation or bylaws of Weeks.  No
consent or approval of any Person is required in connection with the execution,
delivery and performance by Weeks of this 



 19
 









Agreement and
the other Transaction Documents or the sale, assignment and conveyance of the
Property to GLDD and the consummation of the transactions contemplated by this
Agreement.


(d)           The Weeks Vessel.  As of the Execution Date, Weeks has good and
marketable title to the Weeks 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, Weeks shall sell, convey and
transfer to GLDD good and marketable title to the Weeks Vessel and Meridian
Attendant Plant free and clear of all Liens. 
The Weeks 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, Weeks 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
Weeks Vessel and Meridian Attendant Plant) and such Property will as of the
Closing not be subject to any Lien.


(f)            Tax Matters and
Special Assessments.  Weeks 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 Weeks
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 Weeks’ knowledge, threatened special assessments of any kind on or
affecting the Property.


(g)           Actions and
Proceedings.  There are no actions,
suits, claims or legal, administrative or arbitration proceedings or
investigations pending or, to the best of Weeks’ knowledge, threatened against,
involving or affecting the Property or Weeks’ right to own or to sell any of
the Property, or any outstanding orders, writs, injunctions or decrees of any
court 



 20
 









affecting the
Property or Weeks’ rights to own or to sell any of the Property.  Weeks is aware of no pending notices,
citations or similar charges; and, to Weeks’ 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 Weeks any of its stockholders as broker, finder, investment
banker, financial advisor or in any similar capacity.


(i)            Licenses and
Permits.  Exhibit I hereto sets forth
a complete and correct list of all licenses, franchises, permits and other
governmental authorizations held or owned by Weeks relating to the ownership
and operation of the Property.  To the
best of Weeks’ 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 labor trouble, dispute,
grievance, controversy, strike or request for union representation pending or
to Weeks’ knowledge, threatened against Weeks which affects or could affect the
Property or the operation of the Property, and Weeks 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)           Weeks is not owning or operating, and
has not owned or operated the Property, and is not carrying on or conducting,
and has not carried on or conducted, 



 21
 









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.


(k)           Environmental
Matters.


(i)            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
conduct of the business and in compliance with Environmental Laws.  Exhibit J lists the Hazardous Materials used,
generated, stored or disposed of by Weeks in the operation of the business or which
are part of the Property.  For purposes
of this Section 8.01(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 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”).



 22
 









(ii)           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 K identifies and Weeks has
provided copies of (A) all environmental audits, assessments, or occupational
health studies in the possession of Weeks 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)          Weeks 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 Weeks with
respect to the Property has been and is currently in compliance with all such
permits, licenses and authorizations.


(v)           For purposes of this Section 8.01(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



 23















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.


8.02         Survival.  All of Weeks’ 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 three (3) years after the Closing
Date (except for the matters in Sections 8.01(d), (e) and (h) which shall
continue for five (5) years after the Closing Date), GLDD shall have the right
to rely upon the accuracy of Weeks’ representations and warranties.


8.03         CONDITION OF
PROPERTY.  GLDD ACKNOWLEDGES AND
AGREES THAT THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY WEEKS WITH RESPECT
TO THE PROPERTY OR OTHERWISE ARE CONTAINED IN SECTION 8.01 HEREOF.  THE PROPERTY SHALL BE DELIVERED TO AND TAKEN
POSSESSION OF BY GLDD ON AN “AS IS, WHERE IS” BASIS AND THE BILL OF SALE OR
OTHER TRANSACTION DOCUMENTS TRANSFERRING TITLE SHALL CONTAIN THE FOLLOWING
LANGUAGE:  “WEEKS MAKES NO REPRESENTATION
OR 



 24
 









WARRANTY TO
GLDD, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, MERCHANTABILITY (OTHER
THAN AS TO TITLE AS SET FORTH IN SECTION 8.01(D) AND (E)), FITNESS FOR A
PARTICULAR PURPOSE, SEAWORTHINESS, DESIGN 
OR WORKING ORDER, OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 8.01 OF
THE PURCHASE AGREEMENT.”


ARTICLE
IX

GLDD’S REPRESENTATIONS AND WARRANTIES


9.01         GLDD’s
Representations and Warranties.  GLDD
represents and warrants to Weeks 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 9.02):


(a)           Authorization.  This Agreement has been duly authorized,
executed and delivered by it and constitutes a valid and binding legal
obligation of GLDD, enforceable against GLDD 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 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.  GLDD 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.  GLDD warrants that the
officer executing this Agreement on GLDD’s behalf is duly and properly
authorized and empowered to bind and obligate the GLDD by executing this
Agreement.  GLDD is considered a United
States citizen under the Shipping Laws of the United States, including 46
U.S.C. § 292.


(c)           Consents and
Approvals-No Violation.  Neither the
execution and delivery of this Agreement by GLDD nor the Assignment or the
consummation of the purchase and sale



 25
 









of the
Property as contemplated herein nor the transactions contemplated hereby will
(a) violate any provision of GLDD’s Certificate of Formation or Operating
Agreement, (b) violate any judgment, order, injunction, decree or award of a
court, administrative agency or governmental body against or binding upon
GLDD.  GLDD represents that no consent or
approval of any Person is required in connection with its execution and
delivery of this Agreement.


(d)           Vessel
Documentation.  GLDD shall cause the
Weeks Vessel and Meridian Attendant Plant to be redocumented in its name with
the United States Coast Guard within five (5) business 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 GLDD or any of its stockholders as broker, finder,
investment banker, financial advisor or in any similar capacity.


(f)            Crane.  As of the Closing Date, upon receipt of the
Crane Price, GLDD, shall sell, convey and transfer to Weeks good and marketable
title to the Crane, together with all spare parts, free and clear of all Liens.


9.02         Survival.  All of GLDD’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 three (3) years after the Closing Date (except for
the matters in Sections 9.01(e) and (f) which shall continue for five (5) years
after the Closing Date), Weeks shall have the right to rely on the accuracy of
the GLDD’s representations and warranties.


9.03         CONDITION OF CRANE.  WEEKS ACKNOWLEDGES AND AGREES THAT THE ONLY
REPRESENTATIONS AND WARRANTIES MADE BY GLDD WITH RESPECT TO THE CRANE OR
OTHERWISE ARE CONTAINED IN SECTION 9.01 



 26
 









HEREOF.  THE CRANE SHALL BE DELIVERED TO AND TAKEN
POSSESSION OF BY WEEKS ON AN “AS IS, WHERE IS” BASIS AND THE BILL OF SALE OR
OTHER TRANSACTION DOCUMENTS TRANSFERRING TITLE SHALL CONTAIN THE FOLLOWING
LANGUAGE:  “GLDD MAKES NO REPRESENTATION
OR WARRANTY TO WEEKS, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION,
MERCHANTABILITY (OTHER THAN AS TO TITLE AS SET FORTH IN SECTION 9.01(f),
FITNESS FOR A PARTICULAR PURPOSE, SEAWORTHINESS, DESIGN  OR WORKING ORDER, OTHER THAN AS EXPRESSLY SET
FORTH IN SECTION 9.01 OF THE PURCHASE AGREEMENT.”


ARTICLE X

CONDITIONS TO CLOSING APPLICABLE TO GLDD


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


10.01       No Termination.  Neither GLDD nor Weeks shall have terminated
this Agreement pursuant to Section 12.01 hereof.


10.02       Bring-Down of Weeks
Warranties.  The warranties and
representations made by Weeks herein to GLDD 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
Weeks 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, GLDD shall have received a certificate
executed by the President or any Vice President of Weeks to the foregoing
effect.


10.03       Final Inspection.  After the Execution Date, there shall not be
any damage, defects or deficiencies with respect to the Property (excluding the
Meridian Attendant Plant) that 



 27
 









is not
repaired or replaced by Weeks prior to the Closing Date, which either (a)
renders the Weeks Vessel or any material machinery or equipment on the Weeks
Vessel not “seaworthy,” non-functional or non-operational; or (b) results in an
aggregate cost to repair or replace such non-functional or non-operational
items in excess of $3,000,000.  Nothing
contained in this Section 10.03 limits or modifies the rights of Buyer pursuant
to (a) Section 4.02 for a loss, casualty or governmental taking; or (b) Section
4.03 for any damages to the Property (excluding the Meridian Attendant Plant).


10.04       Pending Actions.  No investigation, action, suit or proceeding
by any governmental or regulatory commission, agency, body or authority, and no
action, suit or proceeding by any other Person, shall be pending on the Closing
Date which challenges, or might result in a challenge to, this Agreement or any
transactions contemplated hereby, or which claims, or might give rise to a
claim for, damages in a material amount as a result of the consummation of this
Agreement.


10.05       All Necessary
Documents.  All proceedings to be
taken in connection with the consummation of the transactions contemplated by
this Agreement and all documents incident thereto, shall be reasonably
satisfactory in form and substance to GLDD and its counsel, and GLDD shall have
received copies of such documents as GLDD and its counsel may reasonably
request in connection with said transactions, including without limitation,
those documents to be delivered pursuant to Section 7.04 hereof.


10.06       Meridian Agreement.  Weeks shall have simultaneously completed the
purchase of that certain vessel known as Meridian and the Meridian Attendant
Plant pursuant to the Meridian Agreement.


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



 28















ARTICLE
XI

CONDITIONS TO CLOSING APPLICABLE TO WEEKS


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


11.01       No Termination.  Neither GLDD nor Weeks shall have terminated
this Agreement pursuant to Section 12.01 hereof.


11.02       Bring-Down of GLDD
Warranties.  All warranties and
representations made by GLDD herein to Weeks 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
GLDD shall have performed and complied with all agreements, covenants and
conditions on its part required to be performed or complied with on or prior to
the Closing Date, and at the Closing, Weeks shall have received a certificate
executed by the President or any Vice President of GLDD to the foregoing
effect.


11.03       Pending Actions.  No investigation, action, suit or proceeding
by any governmental or regulatory commission, agency, body or authority, and no
action, suit or proceeding by any other Person shall be pending on the Closing
Date which challenges or might result in a challenge to this Agreement or any
transaction contemplated hereby, or which claims, or might give rise to a claim
for, damages in a material amount as a result of the consummation of the
transactions contemplated hereby.


11.04       All Necessary
Documents.  All proceedings to be
taken in connection with the consummation of the transactions contemplated by
this Agreement, and all documents incident thereto, shall be reasonably
satisfactory in form and substance to Weeks and its counsel, and Weeks and its
counsel shall have receive copies of such documents as it and its counsel may 



 29
 









reasonably
request in connection with said transactions, including without limitation,
those documents to be delivered pursuant to Section 7.03 hereof.


11.05       Meridian Agreement.  Weeks shall have simultaneously completed the
purchase of that certain vessel known as Meridian and the Meridian Attendant
Plant pursuant to the Meridian Agreement.


11.06       Final Crane
Inspection.  If Weeks performs a
final inspection of the Crane, then the Crane shall not be in materially worse
condition then at the time of the Initial Crane Inspection.


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


ARTICLE
XII

TERMINATION


12.01       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
GLDD and Weeks;


(b)           by GLDD or by Weeks,
if at or before the Closing any conditions set forth herein for the benefit of
the GLDD or Weeks, 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 GLDD or by Weeks
if the Closing of the transactions contemplated by this Agreement shall not
have occurred on or before April 27, 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 GLDD or by Weeks
if any representation or warranty made herein for the benefit of GLDD or Weeks,
respectively, or in any certificate, schedule or documents 



 30
 









furnished to
Weeks or GLDD, respectively, pursuant to this Agreement is untrue in any
material respect, or GLDD or Weeks, respectively, shall have defaulted in any
material respect in the performance of any material obligation under this
Agreement;


(e)           if the Meridian
Agreement is terminated; or


(f)            by GLDD or by Weeks
pursuant to Section 4.02(b) hereof.


Any termination to this Article XII shall not limit or restrict the
rights or other remedies of any party hereto.


ARTICLE
XIII

EMPLOYEES


13.01       Week’s Retained
Employee Liability.  Except as
specifically provided for in Section 13.02 hereof, Weeks shall retain all
liability for, and shall indemnify and hold harmless GLDD from and against, any
and all claims and liabilities with respect to all matters relating to
employees of Weeks, 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.


13.02       Assumed Employees.  At least five (5) days prior to the Closing
Date, Weeks shall furnish GLDD with a list of employees working on the Weeks
Vessel which Weeks intends to terminate at Closing.  On the Closing Date, GLDD shall offer
employment to be effective at Closing (and contingent upon the Closing) to the
Designated Employees (as well as the Designated Employees related to the
Meridian Attendant Plant pursuant to the Meridian Agreement) upon such terms
and conditions as may be acceptable to GLDD, and shall assume, and indemnify
and hold Weeks harmless against, any liability or obligation to each and all of
such Designated Employees with respect to severance claims arising from GLDD’s
termination



 31
 









of any
Designated Employee after the Closing, and claims and liabilities accruing
after the Closing with respect to the Designated Employees.


13.03       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 Weeks or GLDD contained in this Agreement.


ARTICLE
XIV

INDEMNIFICATION AND RELATED MATTERS


14.01       Indemnification.


(a)           By Weeks.  Weeks hereby agrees to indemnify, defend and
hold GLDD, 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 (including incidental and 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 Weeks;


(ii)           any breach or violation of the
Meridian Agreement or Insurance Agreement by Weeks;


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


(iv)          any Non-Assumed Obligations; and


(v)           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 



 32
 









arises out of any facts or circumstances
existing prior to, the conveyance of the Property to GLDD, whether accrued,
absolute, fixed, contingent, known, or unknown or otherwise.


GLDD’s sole remedy for any breach by Weeks of its representations and
warranties or obligations under this Agreement shall be under this Article
XIV.  Weeks’ maximum liability to GLDD
arising from its indemnification obligations pursuant to this Article XIV shall
be limited to the Purchase Price, except for fraud or criminal conduct.


(b)           By GLDD.  GLDD hereby agrees to indemnify, defend and
hold Weeks, 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 GLDD; and


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


Weeks’ sole remedy for any breach by GLDD or GLDD’s representations and
warranties or obligations under this Agreement shall be under this Article XIV.


14.02       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 XIV (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’),
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 



 33
 









(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.


14.03       Indemnification
Procedure.


(a)           If the claim or
demand set forth in the Notice of Claim given by the Indemnified Party pursuant
to Section 14.02 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 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 



 34
 









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 XIV.


(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 XIV shall mean the date the Notice
of Claim is deemed delivered pursuant to Section 16.01 hereof.


ARTICLE
XV

POST-CLOSING


15.01       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, Weeks and GLDD 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.


15.02       Books and Records.  Each party shall preserve and maintain for
two (2) years 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 Weeks as either party may reasonably 



 35
 









request, and
to the extent available.  Weeks shall
deliver the original log books of the Vessel to GLDD, but Weeks shall have the
right to make copies of any necessary information therefrom.


ARTICLE
XVI

NOTICES


16.01       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
service, fee prepaid, (d) upon transmission, if by telephone facsimile
communication device, or (e) upon two (2) 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 Weeks to:

  	
   

  	
  WEEKS MARINE, INC.

  
	
   

  	
   

  	
   

  	
  4 Commerce Drive

  
	
   

  	
   

  	
   

  	
  Cranford, NJ 07016

  
	
   

  	
   

  	
   

  	
  Facsimile:
  908-272-9161

  
	
   

  	
   

  	
   

  	
  Attention:
  Richard N. Weeks

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With copy to:

  	
   

  	
  Gerald P. Seid

  
	
   

  	
   

  	
   

  	
  22 Bayberry Road

  
	
   

  	
   

  	
   

  	
  Princeton, NJ
  08540

  
	
   

  	
   

  	
   

  	
  Facsimile: 609-737-9481

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to GLDD 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.

  



 



 36















ARTICLE
XVII

MISCELLANEOUS PROVISIONS


17.01       Cost and Expenses.  Weeks shall pay the cost of any recording fee
for the release or termination of all Liens not assumed by GLDD.  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.


17.02       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.


17.03       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.


17.04       Gender.  Whenever the context requires, the singular
of all words shall include the plural, and vice versa, and the gender of all
words used in this Agreement includes the masculine, feminine and neuter.


17.05       Entire Agreement.  This Agreement and all exhibits between the
parties, 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.


17.06       Amendment.  This Agreement cannot be modified or amended
except by writing executed by both parties. 
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 that GLDD may assign its rights and obligations hereunder to an
affiliate of GLDD so long as GLDD guarantees the continuing obligations of such
affiliate hereunder.



 37
 









17.07       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 Weeks and
GLDD, except as GLDD may be required by U.S. securities laws.


17.08       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, and
no other person shall acquire or have any right under or by virtue of this
Agreement.


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


17.10       Governing Law and
Consent to Jurisdiction.  (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.


(b)           Each of Weeks and
GLDD (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.



 38
 









17.11       Waiver.  Weeks and GLDD, 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.


17.12       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.


17.13       Strict Performance.  The failure of Weeks or GLDD 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 Weeks’ or GLDD’s rights to thereafter enforce such term,
covenants or condition, but the same shall continue in full force and effect.


17.14       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, 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.



 39















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


	
   

  	
  WEEKS MARINE, INC.

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Richard N. Weeks

  	
   

  
	
   

  	
  Name:  Richard N. Weeks

  	
   

  	 

	
   

  	
  Title:  President

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  GREAT LAKES DREDGE & DOCK

  COMPANY, LLC

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas B . Mackie

  	
   

  
	
   

  	
  Name:  Douglas B. Mackie

  	
   

  	 

	
   

  	
  Title:  President and Chief Executive
  Officer

  	 

						



 



 40