Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated as of July
6, 2005, is by and among GREAT LAKES DREDGE & DOCK COMPANY, a New Jersey
corporation (the "Borrower"), GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware
corporation (the "Guarantor"), and GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (the "Lender").
W I T N E S S E T H :
WHEREAS, the Borrower and the Lender are parties to that certain Credit
Agreement dated as of December 17, 2003 (as amended by that certain First
Amendment to Credit Agreement and Guaranty dated as of September 30, 2004 and as
otherwise amended, restated, supplemented or modified and in effect from time to
time, the "Credit Agreement"), pursuant to which the Lender has extended the
Loan to the Borrower; and
WHEREAS, the Borrower and the Lender desire to amend the Credit Agreement under
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, and other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1.
DEFINED TERMS.
TERMS CAPITALIZED HEREIN AND NOT OTHERWISE
DEFINED HEREIN ARE USED WITH THE MEANINGS ASCRIBED TO SUCH TERMS IN THE CREDIT
AGREEMENT.
2.
AMENDMENT TO CREDIT AGREEMENT.
SECTION 5.2(R)(III)(I) OF THE
CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING THE RATIO "3.00 TO 1.00"
APPEARING OPPOSITE THE PERIOD "APRIL 1, 2005 THROUGH AND INCLUDING JUNE 30,
2005" IN THE TABLE APPEARING IN SUCH SECTION AND REPLACING SUCH RATIO WITH THE
RATIO "3.30 TO 1.00".
3.
REPRESENTATIONS AND WARRANTIES.
IN ORDER TO INDUCE THE LENDER TO
ENTER INTO THIS AGREEMENT, THE BORROWER AND THE GUARANTOR HEREBY REPRESENT AND
WARRANT TO THE LENDER, IN EACH CASE AFTER GIVING EFFECT TO THIS AGREEMENT, AS
FOLLOWS:
(A)
EACH OF THE BORROWER AND THE GUARANTOR HAS THE RIGHT, POWER AND
CAPACITY AND HAS BEEN DULY AUTHORIZED AND EMPOWERED BY ALL REQUISITE CORPORATE
AND SHAREHOLDER ACTION TO ENTER INTO, EXECUTE, DELIVER AND PERFORM THIS
AGREEMENT AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED
PURSUANT TO THIS AGREEMENT.
(B)
THIS AGREEMENT CONSTITUTES EACH OF THE BORROWER'S AND THE
GUARANTOR'S LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT, EXCEPT
AS ENFORCEMENT THEREOF MAY BE SUBJECT TO THE EFFECT OF ANY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW OR
OTHERWISE).
(C)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE
BORROWER AND THE GUARANTOR DOES NOT AND WILL NOT VIOLATE SUCH PARTY'S
CERTIFICATE OR ARTICLES OF INCORPORATION (AS APPLICABLE) OR BY-LAWS, ANY LAW,
RULE, REGULATION, ORDER, WRIT, JUDGMENT, DECREE OR AWARD APPLICABLE TO THE
BORROWER OR THE GUARANTOR OR ANY CONTRACTUAL PROVISION TO WHICH THE BORROWER OR
THE GUARANTOR IS A PARTY OR TO WHICH THE BORROWER OR THE GUARANTOR OR ANY OF
THEIR RESPECTIVE PROPERTIES IS