Amendment No.6 to the Credit Agreement

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 6 TO CREDIT AGREEMENT

          THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Agreement”), dated March 31, 2003, is made by and among Great Lakes Dredge & Dock Corporation, a Delaware corporation (the “Borrower”), the other “Loan Parties” from time to time party to the Credit Agreement referred to and defined below (collectively, the “Loan Parties”), the financial institutions from time to time party to such Credit Agreement referred to and defined below (collectively, the “Lenders”) and Bank of America, N.A. (as successor to Bank of America National Trust and Savings Association), as representative of the Lenders (in such capacity, the “Issuing Lender” and the “Administrative Agent”). Undefined capitalized terms used herein shall have the meanings ascribed to such terms in such Credit Agreement.

W I T N E S S E T H:

          WHEREAS, the Borrower, the other Loan Parties, the Lenders, the Administrative Agent and the Issuing Lender have entered into that certain Credit Agreement dated as of August 19, 1998 (as heretofore amended and restated by certain amendments dated as of October 8, 1999, October 23, 2000, April 24, 2001, July 22, 2002 and October 1, 2002, the “Credit Agreement”), pursuant to which, among other things, the Lenders have agreed to provide, subject to the terms and conditions contained therein, certain loans and other financial accommodations to the Borrower; and

          WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement and, subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders’ hereby agree to amend the Credit Agreement;

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

          1.      Amendment to Credit Agreement. Subject to the satisfaction of each of the conditions set forth in Section 2 of this Agreement, the Credit Agreement is hereby amended as follows:

     (a)      Section 6.2(c) of the Credit Agreement is hereby amended by deleting the word “and” appearing immediately before clause (iv) and by adding the following provision immediately following such clause and immediately preceding the proviso at the end of such section:

     (b)      Section 6.2(i)(v) of the Credit Agreement is hereby amended to delete such section in its entirety and to replace such section with the following:

     (c)      Section 6.3(a) of the Credit Agreement is hereby amended to add the following proviso to the end of such section:

     (d)      Section 6.3(b) of the Credit Agreement is hereby amended to delete in its entirety the table of periods and ratios and to replace such table with the following table:

     (e)      Section 6.3(c) of the Credit Agreement is hereby amended to delete in its entirety the table of periods and ratios and to replace such table with the following table:

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     (f)      Schedule I to the Credit Agreement is hereby amended to delete the tables contained in the definitions of “Applicable Base Rate Margin,” “Applicable Commitment Fee Percentage,” “Applicable Eurodollar Rate Margin,” “Applicable Financial Letter of Credit Fee Percentage,” and “Applicable Performance Letter of Credit Fee Percentage” in its entirety and to replace such table with the following table:

     (g)      Schedule I of the Credit Agreement is further amended to delete the text of clause (ii) of the proviso contained in the definitions of “Applicable Base Rate Margin,” “Applicable Commitment Fee Percentage,” “Applicable Eurodollar Rate Margin,” “Applicable Financial Letter of Credit Fee Percentage,” and “Applicable Performance Letter of Credit Fee Percentage” in its entirety and to replace such text with the following text:

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     (h)  Schedule I of the Credit Agreement is further amended to add the following definition in its appropriate alphabetical location:

     (i)      Schedule I to the Credit Agreement is further amended to delete the definition of “Revolving Commitment Amount” in its entirety and to substitute the following therefor:

     (j)      Schedule II to the Credit Agreement is hereby deleted in its entirety and replaced with the restated schedule attached hereto as Annex I.

          2.      Effectiveness of this Agreement; Conditions Precedent. The provisions of Section 1 of this Agreement shall be deemed to have become effective as of the date first written above (the “Effective Date”), but such effectiveness shall be expressly conditioned upon the Administrative Agent’s receipt of each of the following:

          (a)      originally-executed counterparts of this Agreement executed by Authorized Officers of the Borrower and the other Loan Parties, and by duly authorized officers of the Majority Lenders and each Lender whose Revolving Commitment is to be increased pursuant to this Agreement;

          (b)      fully-executed copies of amended and restated Revolving Notes (the “Amended and Restated Notes”) executed and delivered by an Authorized Officer of the Borrower and made payable to each Lender whose Revolving Commitment is to be increased pursuant to this Agreement;

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          (c)      a copy of the annual audit report for the 2002 Fiscal Year for the Borrower and its Subsidiaries.

          (d)      a certificate of the secretary or assistant secretary of the Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying (i) the currency and authenticity of the resolutions of the board of directors of the Borrower authorizing its execution, performance and delivery of this Agreement, the Amended and Restated Notes and of the Credit Agreement as to be amended hereby, (ii) the names, signatures and incumbency of the officers of the Borrower and (iii) the currency and authenticity of the certificate of incorporation and bylaws of the Borrower;

          (e)      legal opinion of Winston & Strawn, counsel to the Borrower, addressed to the Administrative Agent and the Lenders, and in form and substance reasonably acceptable to the Administrative Agent, addressing matters relating to this Agreement; and

          (f)      payment in full from the Borrower, in immediately available funds, of (i) an amendment fee payable to each Lender executing and delivering a counterpart signature page to this Agreement on or before March 31, 2003 in an amount equal to 0.25% of the sum of such Lender’s Revolving Commitment, calculated before giving effect to the provisions of Section 1 of this Agreement, plus the outstanding principal balance of such Lender’s Term Loan, (ii) a commitment increase fee payable to each Lender in an amount equal to 0.375% of the amount, if any, by which such Lender’s Revolving Commitment is to be increased pursuant to the provisions of Section 1 of this Agreement and (iii) the structuring fee required under that certain fee letter of even date herewith by and among Bank of America, N.A., and the Borrower, all of which aforementioned fees shall be fully earned and non-refundable when paid.

          3.      Representations, Warranties and Covenants.

          (a)      The Borrower and each other Loan Party hereby represents and warrants that this Agreement, the Amended and Restated Notes and the Credit Agreement as amended hereby (collectively, the “Amendment Documents”) constitute legal, valid and binding obligations of the Borrower and the other Loan Parties enforceable against the Borrower and the other Loan Parties in accordance with their terms.

          (b)      The Borrower and each other Loan Party hereby represents and warrants that (i) its execution, delivery and performance of this Agreement and the other Amendment Documents have been duly authorized by all proper corporate action, do not violate any provision of its articles or certificate of incorporation or bylaws, will not violate any law, regulation, court order or writ applicable to it, and will not require the approval or consent of any governmental agency, or of any other third party under the terms of any contract or agreement to which it or any of its Affiliates is bound (which has not been previously obtained), including without limitation, the Note Indenture and the Reliance Agreement and (ii) after giving effect to the amendments contemplated by Section 1 of this Agreement, all Obligations will constitute, and if the full amount of the Revolving Commitment were utilized by the Borrower all Obligations arising with respect thereto would constitute, “Permitted Debt” under and as defined in Section 4.09 of the Note Indenture.

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

          (d)      The Borrower hereby agrees to pay to the Administrative Agent, for the benefit of the Lenders and for the Administrative Agent’s own account, upon the Borrower’s execution and delivery of this Agreement, the fees described in Section 2(f) of this Agreement.

          4.      Reaffirmation, Ratification and Acknowledgment. The Borrower and each other Loan Party hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent, under each Loan Document to which it is a party, (b) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Loan Documents and (c) agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s, or any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from the Borrower or such other Loan Parties with respect to any subsequent modifications to the Credit Agreement or the other Loan Documents. As modified hereby, the Credit Agreement is in all respects ratified and confirmed, and the Credit Agreement as so modified by this Agreement shall be read, taken and so construed as one and the same instrument. Each of the Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. Neither the execution, delivery nor effectiveness of this Agreement shall operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, or of any Default or Event of Default (whether or not known to the Administrative Agent or the Lenders), under any of the Loan Documents. This Agreement and each of the other Amendment Documents shall constitute Loan Documents for purposes of the Credit Agreement.

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

          6.      Administrative Agent’s Expenses. The Borrower hereby agrees to promptly reimburse the Administrative Agent for all of the reasonable out-of-pocket expenses, including, without limitation, attorneys’ and paralegals’ fees, it has heretofore or hereafter incurred or incurs in connection with the preparation, negotiation and execution of this Agreement and the other documents, agreements and instruments contemplated hereby.

          7.      Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement among the parties.

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     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT

SCHEDULE II

LIST OF PERCENTAGES AND APPLICABLE LENDING OFFICES

AND REALLOCATION SCHEDULE

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT

SIGNATURE PAGE TO
AMENDMENT NO.6 TO CREDIT AGREEMENT