0001104659-04-029695 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTY
Credit Agreement and Guaranty • October 5th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTY (this “Agreement”), dated as of September 30, 2004, 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”).

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • October 5th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • New York

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”), dated as of September 30, 2004, is made by and among Great Lakes Dredge & Dock Corporation (the “Borrower”), GLDD Acquisitions Corp. (“Holdings”), the other “Loan Parties” from time to time party to the Credit Agreement referred to and defined below (together with Holdings and the Borrower, 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 issuer of the Letters of Credit (in such capacity, the “Issuing Lender”) and as representative of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to and defined below.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT
Indemnity Agreement • October 5th, 2004 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT, dated as of September 30, 2004 (the “Amendment”), is entered into by and among (i) GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware corporation (“HOLDINGS”), and the SUBSIDIARIES of HOLDINGS signatories hereto (collectively with HOLDINGS, the “INDEMNITORS”), (ii) TRAVELERS CASUALTY AND SURETY COMPANY, a Connecticut corporation (as assignee of Reliance Insurance Company, a Pennsylvania corporation, United Pacific Insurance Company, a Pennsylvania corporation, Reliance National Insurance Company, a Delaware corporation, and Reliance Surety Company, a Delaware corporation) (“TCASC”), and (iii) TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a Connecticut corporation (“TRAVELERS AMERICA” and together with TCASC, “TRAVELERS”).

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