0001104659-06-058551 Sample Contracts

CONSENT, WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • August 31st, 2006 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • New York

THIS CONSENT, WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Agreement”), dated as of August 28, 2006, 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.

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