Exhibit 10.1
SECOND AMENDMENT
TO
INTERNATIONAL LETTER OF CREDIT AGREEMENT
THIS SECOND AMENDMENT TO
INTERNATIONAL LETTER OF CREDIT AGREEMENT is dated as of the
29 th day of September, 2009 (this “
Second Amendment ”), and entered into among GREAT
LAKES DREDGE & DOCK CORPORATION, a Delaware corporation
(the “ Borrower ”), GREAT LAKES
DREDGE & DOCK COMPANY, LLC, a Delaware limited liability
company (the “ Guarantor ”), and WELLS FARGO
HSBC TRADE BANK, N.A. (the “ Bank ”).
BACKGROUND:
A.
The Borrower, the Guarantor and Bank entered into an International
Letter of Credit Agreement, dated as of September 29, 2006 (as
amended through the date hereof and as may be further amended,
modified or supplemented, the “ Agreement
”). Unless specifically defined or redefined below,
capitalized terms used herein shall have the meanings ascribed
thereto in the Agreement.
B.
The Borrower has requested an amendment to extend the Maturity Date
of the Agreement.
C.
The Bank hereby agrees to amend the Agreement, subject to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of
the covenants, conditions and agreements hereafter set forth, and
for other good and valuable consideration, the receipt and adequacy
of which are all hereby acknowledged, the Borrower, the Guarantor
and the Bank covenant and agree as follows:
SECTION 1.
AMENDMENTS .
(a)
Amendment to Section 4.1 . Section 4.1 of
the Agreement is hereby amended and restated to read as
follows:
Facility
Fee . The Borrower shall
pay to the Bank (i) on September 29, 2009, a
non-refundable facility fee in an amount equal to the product of
(x) the Commitment and (y) the Annual Facility Fee
Percentage, and (ii) on each Loan Facility Anniversary Date
(other than the Maturity Date), a non-refundable facility fee in an
amount equal to the product of (x) the Commitment and
(y) the Annual Facility Fee Percentage, prorated to the
Maturity Date in the case of the final Loan Facility
Anniversary Date prior to the Maturity Date.
(b)
Amendments to Exhibit “A” of the Agreement
. The following definitions in Exhibit “A”
of the Agreement are hereby amended and restated in their entirety,
to read as follows:
“ Borrower Agreement
” shall mean the Borrower Agreement dated as of the
September 29, 2009, executed by the Borrower and the Bank, as
amended, restated, supplemented or otherwise modified from time to
time.
“ Fast Track Borrower
Supplement ” shall mean the Fast Track Borrower Agreement
Supplement executed by the Borrower as of September 29, 2009,
as the same may be amended, restated, modified or supplemented from
time to time.
“ Loan Facility
Anniversary Date ” shall mean each one (1) year
anniversary of September 29, 2009.
“
Maturity Date ” shall mean June 12,
2012.
SECTION 2.
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT
. By its execution and delivery hereof, the Borrower
represents and warrants that, as of the date hereof:
(a)
(i) the Borrower has all requisite power and authority to
execute and deliver this Second Amendment, (ii) this Second
Amendment has been duly executed and delivered by the Borrower, and
(iii) this Second Amendment and the Agreement, as amended
hereby, constitute valid and legally binding obligations of the
Borrower, enforceable against the Borrower in accordance with their
respective terms, except as limited by Debtor Laws;
(b)
there exists no Event of Default or Default under the Agreement
both before and after giving effect to this Second
Amendment;
(c)
the representations and warranties set forth in the Agreement and
other International Loan Documents are true and correct in all
material respects on the date hereof both before and after giving
effect to this Second Amendment, except to the extent that
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