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Exhibit 10.1

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CREDIT AGREEMENT

dated as of

December 23, 2025

among

ORION GROUP HOLDINGS, INC.,
as Borrower,

The LENDERS Party Hereto,

and

UMB BANK, N.A.,
as Administrative Agent and Issuing Bank

UMB BANK, N.A. and BANK OZK,
as Joint Lead Arrangers

UMB BANK, N.A.,
as Sole Bookrunner

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TABLE OF CONTENTS

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SCHEDULES

SCHEDULE 2.01-Commitments and Lenders
SCHEDULE 3.03-Governmental Authorization; Other Consents
SCHEDULE 3.06-Litigation
SCHEDULE 3.19(a)-Subsidiaries and Ventures
SCHEDULE 3.19(b)-Excluded Subsidiaries
SCHEDULE 3.21-Vessel Charters
SCHEDULE 5.17-Post-Closing Covenant
SCHEDULE 6.01-Existing Indebtedness
SCHEDULE 6.02-Existing Liens
SCHEDULE 6.06-Existing Investments
SCHEDULE 6.07-Transactions with Affiliates

EXHIBITS

EXHIBIT A-Assignment and Assumption
EXHIBIT B-Tax Forms
EXHIBIT C-Form of Borrowing Request
EXHIBIT D-Form of Interest Election Request
EXHIBIT E-Form of Compliance Certificate
EXHIBIT F-Form of Revolving Note
EXHIBIT G-Form of Equipment Term Note
EXHIBIT H-Form of Acquisition Term Note
EXHIBIT I-Form of Borrowing Base Certificate

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CREDIT AGREEMENT

This CREDIT AGREEMENT dated as of December 23, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among ORION GROUP HOLDINGS, INC., a Delaware corporation, as Borrower, the Lenders party hereto, and UMB BANK, N.A., a national banking association, as Administrative Agent and Issuing Bank.

Borrower (as defined below) has requested that the Lenders and Issuing Bank extend credit to Borrower, and the Lenders and Issuing Bank are willing to do so on the terms and conditions set forth herein.  In consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

“ABR” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus one-half of one percent (0.50%) and (c) Term SOFR for a one-month tenor in effect on such day plus one percent (1.00%).  Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively.

“ABR Borrowing” means, as to any Borrowing, the ABR Loans comprising such Borrowing.

“ABR Loan” means a Loan that bears interest based on the ABR.

“ABR Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Acceptable Equipment Loan Vessel” means either a Documented Collateral Vessel or an Undocumented Collateral Vessel that is acceptable to Administrative Agent and is financed with an Equipment Term Loan.

“Acquired Indebtedness” means (a) with respect to any Person that becomes a Subsidiary of Borrower after the Closing Date in a Permitted Acquisition, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Subsidiary of Borrower that was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of Borrower, and (b) with respect to Borrower or any Subsidiary of Borrower, any Indebtedness of a Person (other than Borrower or a Subsidiary of Borrower) existing at the time such Person is merged with or into Borrower or a Subsidiary of Borrower in a Permitted Acquisition, or Indebtedness expressly assumed by Borrower or any Subsidiary of Borrower in connection with the acquisition of an asset or assets from another Person in a Permitted Acquisition, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition.

“Acquisition” means, as to any Person, the purchase or other acquisition (in one transaction or a series of transactions, including through a merger) of all of the equity interests of another Person or all or substantially all of the property, assets or business of another Person or of the assets constituting a

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business unit, line of business or division of another Person.

“Acquisition Consideration” means the consideration given by Borrower or any of its Subsidiaries for an Acquisition, including but not limited to the sum of (without duplication) (a) the fair market value of any cash, property (excluding Equity Interests) or services given, plus (b) the amount of any Indebtedness assumed, incurred or guaranteed (to the extent not otherwise included) in connection with such Acquisition by Borrower or any of its Subsidiaries.

“Acquisition Term Loan” means a loan made by an Acquisition Term Loan Lender to Borrower pursuant to Section 2.01(b).

“Acquisition Term Loan Availability Period” means the period from and including the Closing Date to but excluding the Acquisition Term Loan Commitment Termination Date.

“Acquisition Term Loan Borrowing” means a borrowing consisting of simultaneous Acquisition Term Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period made by the Acquisition Term Loan Lenders.

“Acquisition Term Loan Commitment” means with respect to each Acquisition Term Loan Lender on any date, the commitment of such Lender to make an Acquisition Term Loan if such Loan is required to be disbursed on such date, as such commitment may be reduced or increased from time to time pursuant to Section 9.04 or reduced from time to time pursuant to Section 2.09.  The initial amount of such Lender’s Acquisition Term Loan Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Acquisition Term Loan Commitment, as applicable.  On the Closing Date, the aggregate amount of all Acquisition Term Loan Commitments is $40,000,000.00.

“Acquisition Term Loan Commitment Fee” has the meaning specified in Section 2.12(c).

“Acquisition Term Loan Commitment Termination Date” means June 23, 2030 (except that, if such date is not a Business Day, the Acquisition Term Loan Commitment Termination Date shall be the next preceding Business Day).

“Acquisition Term Loan Exposure” means, as to any Acquisition Term Loan Lender at any time, the Outstanding Amount of the Acquisition Term Loans of such Lender at such time.

“Acquisition Term Loan Facility” means the Acquisition Term Loan Commitments and all Borrowings thereunder, as the same may be increased pursuant to Section 2.25.

“Acquisition Term Loan Lender” means the Persons listed on Schedule 2.01 holding an Acquisition Term Loan Commitment or Acquisition Term Loans and any other Person that shall have become party hereto holding an Acquisition Term Loan Commitment or Acqusition Term Loans pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto holding an Acquisition Term Loan Commitment or Acquisition Term Loans pursuant to an Assignment and Assumption.

“Acquisition Term Loan Maturity Date” means December 23, 2030 (except that, if such date is not a Business Day, the Acquisition Term Loan Maturity Date shall be the next preceding Business Day).

“Acquisition Term Note” means a promissory note of Borrower payable to an Acquisition Term Loan Lender evidencing the Acqusition Term Loans made by such Acquisition Term Loan Lender, in

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substantially the form of Exhibit H.

“Administrative Agent” means UMB Bank, N.A., a national banking association, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means Administrative Agent’s address and, as appropriate, account as set forth in Section 9.01, or such other address or account as Administrative Agent may from time to time notify to Borrower, Issuing Bank and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by or otherwise acceptable to Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” has the meaning specified in Section 9.01(d)(ii).

“Agreement” has the meaning specified in introductory paragraph hereof, and includes all schedules, exhibits and appendices attached or otherwise identified therewith.

“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable Percentage” means, (a) with respect to any Revolving Lender, the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving Commitment at such time; provided, however, that if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments, (b) with respect to any Equipment Term Loan Lender, the percentage of the total Equipment Term Loan Commitments of all Equipment Term Loan Lenders represented by such Lender’s Equipment Term Loan Commitment at such time; provided, however, that if the Equipment Term Loan Commitments have terminated or expired, the Applicable Percentages shall be the percentage of the total Outstanding Amount of Equipment Term Loans of all Equipment Term Loan Lenders represented by the aggregate Outstanding Amount of Equipment Term Loans of such Lender at such time, and (c) with respect to any Acquisition Term Loan Lender, the percentage of the total Acquisition Term Loan Commitments of all Acquisition Term Loan Lenders represented by such Lender’s Acquisition Term Loan Commitment at such time; provided, however, that if the Acquisition Term Loan Commitments have terminated or expired, the Applicable Percentages shall be the percentage of the total Outstanding Amount of Acquisition Term Loans of all Acquisition Term Loan Lenders represented by the aggregate Outstanding Amount of Acquisition Term Loans of such Lender at such time.

“Applicable Rate” means, in respect of any Facility, as to the Commitment Fees and L/C Fees payable hereunder or any SOFR Loan or ABR Loan, as the case may be, until the first Pricing Date, the applicable percentages per annum shown opposite Pricing Level 2 as set forth below, and thereafter from one Pricing Date to the next the Applicable Rate means the applicable percentages per annum determined in accordance with the following schedule:

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For purposes hereof, the term “Pricing Date” means, for any fiscal quarter of Borrower ending on or after March 31, 2026, the date on which Administrative Agent is in receipt of Borrower’s most recent financial statements (and, in the case of the year-end financial statements, audit report) for the fiscal quarter then ended, pursuant to Section 5.01.  The Applicable Rate shall be established based on the Consolidated Senior Leverage Ratio for the most recently completed fiscal quarter and the Applicable Rate established on a Pricing Date shall remain in effect until the next Pricing Date.  If Borrower has not delivered its financial statements by the date such financial statements (and, in the case of the year-end financial statements, audit report) are required to be delivered under Section 5.01, until such financial statements and audit report are delivered, the Applicable Rate shall be the highest Applicable Rate (i.e., Pricing Level 3 shall apply).  If Borrower subsequently delivers such financial statements before the next Pricing Date, the Applicable Rate established by such late delivered financial statements shall take effect from the date of delivery until the next Pricing Date.  In all other circumstances, the Applicable Rate established by such financial statements shall be in effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such financial statements until the next Pricing Date.  Each determination of the Applicable Margin made by Administrative Agent in accordance with the foregoing shall be conclusive and binding on Borrower and the Lenders absent manifest error.

If, as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower or Administrative Agent determines that (a) the Consolidated Senior Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (b) a proper calculation of the Consolidated Senior Leverage Ratio would have resulted in higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders or the Issuing Bank, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of any Event of Default described in Section 7.01(g) or (h) with respect to Borrower has occurred and is continuing, automatically and without further action by Administrative Agent, any Lender or the Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights of Administrative Agent, any Lender or the Issuing Bank, as the case may be, under any other provision of the Loan Documents.  Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means (i) UMB Bank, N.A., a national banking association, in its capacity as joint lead arranger and sole bookrunner, and (ii) Bank OZK, in its capacity as joint lead arranger.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by Administrative Agent, in substantially the form of Exhibit A or any other form (including

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electronic documentation generated by use of an electronic platform) approved by Administrative Agent.

“Assignments” means, collectively, the Charter Assignments, if any, and Insurance Assignments.

“Attributable Indebtedness” means, as of any date of determination, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.24(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product Agreements” means those certain agreements entered into from time to time between any Obligated Party and a Bank Product Provider in connection with any Bank Products, including, without limitation, Swap Contracts.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by any Obligated Party to any Bank Product Provider pursuant to or evidenced by Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that an Obligated Party is obligated to reimburse to any Bank Product Provider as a result of such Bank Product Provider purchasing participations or executing indemnities or reimbursement obligations with respect to Bank Products provided to any Obligated Party pursuant to Bank Product Agreements.  For the avoidance of doubt, Bank Product Obligations arising under any Swap Contract shall be determined by the Swap Termination Value thereof.

“Bank Product Provider” means any Person that, at the time it enters into a Bank Product Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Bank Product Agreement.

“Bank Products” means any service provided to, facility extended to, or transaction entered into with any Obligated Party by any Bank Product Provider consisting of (a) deposit accounts, (b) cash management services, including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network,

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automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements maintained with any Bank Product Provider, (c) debit cards, stored value cards, and credit cards (including commercial credit cards (including so-called “procurement cards” or “P-cards”)) and debit card and credit card processing services or (d) Swap Contracts.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided, that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.24(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by Administrative Agent for the applicable Benchmark Replacement Date:

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Index Floor, the Benchmark Replacement will be deemed to be the Index Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Administrative Agent and Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

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For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.24 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.24.

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“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” means Orion Group Holdings, Inc., a Delaware corporation.

“Borrowing” means an Equipment Term Loan Borrowing, an Acquisition Term Loan Borrowing, a Revolving Borrowing or a Swingline Borrowing, as the context may require.

“Borrowing Base” means, at any time, an amount equal to the lesser of (a) eighty percent (80%) of the net orderly liquidation value of Borrower’s and its Subsidiaries’ Eligible Equipment, as determined annually by an appraisal delivered pursuant to Section 5.02(c), and (b) sixty percent (60%) of the fair market value of Borrower’s and its Subsidiaries’ Eligible Equipment, as determined annually by an appraisal delivered pursuant to Section 5.02(c).

“Borrowing Base Assets” means the assets and other property of Borrower and its Subsidiaries included in the most recent calculation of the Borrowing Base pursuant to Section 5.02(d).

“Borrowing Base Certificate” means a certificate setting forth the Borrowing Base, substantially in the form of Exhibit I attached hereto, prepared by and certified by a Responsible Officer of Borrower.

“Borrowing Request” means (a) a request for an Equipment Term Loan Borrowing, (b) a request for an Acquisition Term Loan Borrowing, (c) a request for a Revolving Borrowing or (d) a request for a Swingline Borrowing, which in each case shall be substantially in the form of Exhibit C, properly completed and signed by a Responsible Officer of Borrower.

“Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of Texas or is a day on which banking institutions in such state are authorized or required by Law to close.

“Capital Expenditure” means any expenditure by a Person for (a) an asset which will be used in any year subsequent to the year in which the expenditure is made and which asset is properly classified in relevant financial statements of such Person as equipment, real property, a fixed asset or a similar type of capitalized asset in accordance with GAAP, (b) an asset relating to or acquired in connection with an acquired business, and (c) any and all acquisition costs related to clauses (a) or (b) above.

“Capitalized Lease” means each lease that has been or is required to be, in accordance with GAAP, recorded as a capital or financing lease.

“Caribbean Islands” means Anguilla, Antigua, Barbuda, Aruba, the Bahamas, Barbados, the Cayman Islands, Cuba, Curaçao, Dominica, the Dominican Republic, Grenada, Haiti, Jamaica, Montserrat, Saint Barthelemy, Saint Kitts and Nevis, Saint Lucia, Saint Martin, Saint Vincent and the Grenadines, Sint Maarten, Trinidad and Tobago, Turks and Caicos Islands, and the British Virgin Islands.

“Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent,

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for the benefit of one or more of Issuing Bank or Revolving Lenders, as collateral for L/C Obligations or obligations of Revolving Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if Administrative Agent and Issuing Bank shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to Administrative Agent and Issuing Bank.  “Cash Collateral” shall have a meaning analogous to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from a Credit Rating Agency; (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and (e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA and Aaa (or equivalent rating) by at least two Credit Rating Agencies and (iii) have portfolio assets of at least $5,000,000,000.

“Certificate of Documentation” means Form CG1270 issued for each Collateral Vessel flagged in the United States, as issued by the Director of the NVDC.

“Change in Circumstances” has the meaning specified in Section 5.11.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued or implemented.

“Change of Control” means an event or series of events by which:  (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35%) or more of the Equity Interests of Borrower entitled to vote for members of the board of directors or equivalent governing body of Borrower on a fully-diluted basis (and taking into account all such securities that such person or group

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has the right to acquire pursuant to any option right); or (b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Charter” means, in relation to a Collateral Vessel, any bareboat, demise, time or consecutive voyage charter or contract of affreightment in respect of that Collateral Vessel for a term which exceeds, or which by virtue of any optional extensions (including any back-to-back terms under successive bareboat, demise, time or voyage charters with the same charterer) may exceed, six (6) months.

“Charter Assignment” means, in relation to a Collateral Vessel, an assignment of the Charter for such Collateral Vessel, in form and substance satisfactory to Administrative Agent.

“CFC” means a controlled foreign corporation within the meaning of Section 957 of the Code in which Borrower or any Subsidiary or direct or indirect owner of Borrower or any Subsidiary is a “United States shareholder” within the meaning of Section 951(b) of the Code; provided, however, for the purposes of this Agreement and any other Loan Document, Orion Marine Construction Bahamas, LLC or any Subsidiary thereof, shall not be treated as a CFC.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Equipment Term Loans, Acquisition Term Loans, Revolving Loans or Swingline Loans and, when used in reference to any Lender, refers to whether such Lender has any (a) Equipment Term Loan Exposure or Equipment Term Loan Commitment, (b) Acquisition Term Loan Exposure or Acquisition Term Loan Commitment or (c) Revolving Credit Exposure or Revolving Commitment.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 9.02.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means substantially all of the property of Borrower and its Subsidiaries as described in the Security Documents (including 100% of the Equity Interests of each Domestic Subsidiary of Borrower), together with any other property and collateral described in the Security Documents, including, among other things, any other property which may now or hereafter secure the Obligations or any part thereof.

“Collateral Account” has the meaning specified in Section 2.05(k).

“Collateral Vessels” means (a) the Initial Collateral Vessels, and (b) each Acceptable Equipment Loan Vessel financed with an Equipment Term Loan; provided, that Schedule 3.21 is automatically updated to include any Collateral Vessel acquired after the Closing Date without any further action on the part of Administrative Agent.

“Collateral Vessel Mortgage” means any first preferred ship mortgage or first preferred fleet mortgage duly executed by the applicable Collateral Vessel Owner that owns the Documented Collateral Vessel(s) subject to such mortgage, in favor of UMB Bank, N.A., a national banking association,

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as security trustee and mortgagee (together with its successors and assigns, the “Mortgagee”), for the benefit of Secured Parties, in form and substance reasonably satisfactory to Administrative Agent.

“Collateral Vessel Owner” means the Obligated Party that owns a Collateral Vessel.

“Commitment” means a Revolving Commitment, an Equipment Term Loan Commitment or an Acquisition Term Loan Commitment, as the context may require (and collectively, the “Commitments”).

“Commitment Fee” means, individually and collectively as context may require, the Acquisition Term Loan Commitment Fee, Equipment Term Loan Commitment Fee and the Revolving Commitment Fee.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” has the meaning specified in Section 9.01(d)(ii).

“Compliance Certificate” means a certificate, substantially in the form of Exhibit E, or in any other form agreed to by Borrower and Administrative Agent, prepared by and certified by a Responsible Officer of Borrower.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.16 and other technical, administrative or operational matters) that Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent deducted in determining Consolidated Net Income for such period, the sum of (a) interest expense, (b) provision for income taxes, (c) depreciation expense, (d) amortization expense, (e) non-cash stock based compensation, (f) one-time out-of-pocket transaction fees and expenses incurred in connection with the consummation of the Transactions in the amount of $3,000,000.00, plus other reasonable and documented costs and expenses incurred in connection with the consummation of the Transactions and paid within 90 days of the Closing Date in an aggregate amount not to exceed $250,000.00, (g) fees and out-of-pocket expenses incurred after the Closing Date in connection with this Agreement or the Loan Documents, including any amendments, waivers, or other modifications hereof or thereof, (h) fees and reasonable and documented out-of-pocket expenses incurred in connection with any consummated Permitted Acquisition in an amount not to exceed $2,000,000 for each such

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Permitted Acquisition, (i) reasonable, documented and non-recurring expenses related to ERP system implementation incurred prior to December 31, 2026, in an amount not to exceed $2,000,000, (j) unusual or non-recurring charges, expenses or losses approved by Administrative Agent (including for the avoidance of doubt, severance payments made to officers, directors or employees), and (k) other non-cash charges, expenses or losses approved by Administrative Agent (excluding any such non-cash charge to the extent it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period), minus, to the extent included in determining Consolidated Net Income for such period, the sum of (i) any non-cash income or gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash charge in any prior period) or any non-cash losses decreasing Consolidated Net Income for such period as approved by Administrative Agent in its sole discretion and (ii) any gains realized from the disposition of property outside of the Ordinary Course of Business, all as determined on a consolidated basis.

For the purpose of calculating Consolidated EBITDA for any period, (x) if during such period Borrower or any Subsidiary shall have consummated an Acquisition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Acquisition occurred on the first day of such period, and (y) all Consolidated Net Income of Excluded Subsidiaries shall be excluded other than (i) without duplication and to the extent deducted in determining Consolidated Net Income for such period, cash distributions to Borrower or any other Obligated Party from any Excluded Subsidiaries, not limited by the net income incurred in that period, and (ii) as approved by Administrative Agent in its sole discretion.

“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four fiscal quarters most recently ended minus the sum of (i) cash Taxes of Borrower and its Subsidiaries for such period, (ii) Restricted Payments paid by Borrower and its Subsidiaries as permitted by Section 6.05 for such period, (iii) cash maintenance Capital Expenditures of Borrower and its Subsidiaries for such period (excluding capitalized ERP investments incurred prior to December 31, 2026, in an amount not to exceed $6,000,000), and (iv) Investments in Excluded Subsidiaries permitted by this Agreement for such period (other than Investments funded with the proceeds of Revolving Loans), to (b) the sum of (i) the aggregate amount of scheduled principal payments all outstanding Indebtedness of Borrower and its Subsidiaries (including, without limitation, Subordinated Indebtedness) for such period, and (ii) cash Consolidated Interest Expense for such period.

“Consolidated Interest Expense” means, for any period, total interest expense (including that attributable to Capitalized Leases) net of total interest income of Borrower and its Subsidiaries on a consolidated basis for such period with respect to all outstanding Indebtedness of Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts in respect of interest rates to the extent that such net costs are allocable to such period).

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of Borrower and its Subsidiaries on a consolidated basis; provided, that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Borrower) in which Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or requirement of Law applicable to such Subsidiary.

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“Consolidated Senior Debt” means, as of any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Borrower and its Subsidiaries (or, if higher, the par value or stated face amount of all such Indebtedness (other than zero coupon Indebtedness)) on a consolidated basis on such date minus any Subordinated Indebtedness of Borrower and its Subsidiaries.

“Consolidated Senior Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Senior Debt as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings analogous thereto.

“Credit Extension” means (a) a Borrowing or (b) an L/C Credit Extension.

“Credit Rating Agency” means a nationally recognized credit rating agency that evaluates the financial condition of issuers of debt instruments and then assigns a rating that reflects its assessment of the issuer’s ability to make debt payments.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if Administrative Agent decides that any such convention is not administratively feasible for Administrative Agent, then Administrative Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate (before as well as after judgment) equal to (a) with respect to overdue principal, the applicable interest rate plus 2.00% per annum (provided, that, with respect to a SOFR Loan, the determination of the applicable interest rate is subject to Section 2.07(e) to the extent that Loans may not be converted to, or continued as, SOFR Loans, pursuant thereto) and (b) with respect to any other overdue amount (including overdue interest), the interest rate applicable to ABR Loans in the case of overdue interest or fee plus 2.00% per annum.

“Defaulting Lender” means, subject to Section 2.23(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent, Issuing Bank, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its

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participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified Borrower, Administrative Agent or Issuing Bank or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by Administrative Agent, Borrower, or, to the extent Issuing Bank has outstanding L/C Obligations at such time, Issuing Bank, to confirm in writing to Administrative Agent, Issuing Bank or Borrower that it will comply with its prospective funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent, Issuing Bank or Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.23(b)) upon delivery of written notice of such determination to Borrower, Issuing Bank, each Swingline Lender and each Lender.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interest” means any Equity Interest that, by its terms (or the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one days after the latest Maturity Date; provided, that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Borrower or any Subsidiary or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Documented Collateral Vessel” means any Collateral Vessel that has been issued a Certificate of Documentation.

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“Dollar” and “$” mean the lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary of Borrower incorporated or organized under the Laws of the United States of America, or any state or political subdivision thereof, or which is considered to be a “disregarded entity” for United States federal income tax purposes and which is not a “controlled foreign corporation,” as defined under Section 957 of the Code, in each case provided such Subsidiary is directly owned by Borrower or a Domestic Subsidiary of Borrower, and “Domestic Subsidiaries” means any or all of them.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 9.04(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 9.04(b)(iii)).

“Eligible Equipment” means, at any time, all Equipment (including Collateral Vessels) of Borrower and its Subsidiaries, other than the following:

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“Environmental Laws” means any and all federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions, including all common law, relating to pollution or the protection of health, safety or the environment or the release of any materials into the environment, including those related to Hazardous Materials, air emissions, discharges to waste or public systems and health and safety matters.

“Environmental Liability” means any liability or obligation, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly, resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, disposal or permitting or arranging for the disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means (a) any registration, permit, license, consent, authorization, approval or identification number issued, required, or given, under any Environmental Law and (b) the filing of any notification, report or assessment required under any Environmental Law.

“Equipment” shall have the meaning assigned to such term in the UCC on the Closing Date.

“Equipment Term Loan” means a loan made by an Equipment Term Loan Lender to Borrower pursuant to Section 2.01(b).

“Equipment Term Loan Amortization” means, with respect to each Equipment Term Loan Borrowing, a five (5) to twenty (20) year straight-line amortization, as selected by Administrative Agent in its Permitted Discretion based on the life of the applicable Equipment purchased with the proceeds of such Equipment Term Loan Borrowing.

“Equipment Term Loan Availability Period” means the period from and including the

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Closing Date to but excluding the Equipment Term Loan Commitment Termination Date.

“Equipment Term Loan Borrowing” means a borrowing consisting of simultaneous Equipment Term Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period made by the Equipment Term Loan Lenders.

“Equipment Term Loan Commitment” means with respect to each Equipment Term Loan Lender on any date, the commitment of such Lender to make an Equipment Term Loan if such Loan is required to be disbursed on such date, as such commitment may be reduced or increased from time to time pursuant to Section 9.04 or reduced from time to time pursuant to Section 2.09.  The initial amount of such Lender’s Equipment Term Loan Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Equipment Term Loan Commitment, as applicable.  On the Closing Date, the aggregate amount of all Equipment Term Loan Commitments is $20,000,000.00.

“Equipment Term Loan Commitment Fee” has the meaning specified in Section 2.12(b).

“Equipment Term Loan Commitment Termination Date” means December 23, 2026 (except that, if such date is not a Business Day, the Equipment Term Loan Commitment Termination Date shall be the next preceding Business Day).

“Equipment Term Loan Exposure” means, as to any Equipment Term Loan Lender at any time, the Outstanding Amount of the Equipment Term Loans of such Lender at such time.

“Equipment Term Loan Facility” means the Equipment Term Loan Commitments and all Borrowings thereunder.

“Equipment Term Loan Lender” means the Persons listed on Schedule 2.01 holding an Equipment Term Loan Commitment or Equipment Term Loans and any other Person that shall have become party hereto holding an Equipment Term Loan Commitment or Acqusition Term Loans pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto holding an Equipment Term Loan Commitment or Equipment Term Loans pursuant to an Assignment and Assumption.

“Equipment Term Loan Maturity Date” means December 23, 2030 (except that, if such date is not a Business Day, the Equipment Term Loan Maturity Date shall be the next preceding Business Day).

“Equipment Term Note” means a promissory note of Borrower payable to an Equipment Term Loan Lender evidencing the Equipment Term Loans made by such Equipment Term Loan Lender, in substantially the form of Exhibit G.

“Equity Interests” means, as to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and

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the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code or Section 302 of ERISA).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the failure by Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules or the filing of an application for the waiver of the minimum funding standards under the Pension Funding Rules; (c) the incurrence by Borrower or any ERISA Affiliate of any liability pursuant to Section 4063 or 4064 of ERISA or a cessation of operations with respect to a Pension Plan within the meaning of Section 4062(e) of ERISA; (d) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent (within the meaning of Title IV of ERISA); (e) the filing of a notice of intent to terminate a Pension Plan under, or the treatment of a Pension Plan amendment as a termination under, Section 4041 of ERISA; (f) the institution by the PBGC of proceedings to terminate a Pension Plan; (g) any event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (h) the determination that any Pension Plan is in at-risk status (within the meaning of Section 430 of the Code or Section 303 of ERISA) or that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (i) the imposition or incurrence of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate; (j) the engagement by Borrower or any ERISA Affiliate in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; (k) the imposition of a lien upon Borrower pursuant to Section 430(k) of the Code or Section 303(k) of ERISA; or (l) the making of an amendment to a Pension Plan that could result in the posting of bond or security under Section 436(f)(1) of the Code.

“Erroneous Payment” has the meaning specified in Section 8.11(a).

“Erroneous Payment Subrogation Rights” has the meaning specified in Section 8.11(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning specified in Article VII.

“Event of Loss” means any of the following events:  (a) the actual or constructive total loss of a Collateral Vessel or the agreed, arranged or compromised total loss of a Collateral Vessel or (b) the arrest, capture, detention, condemnation, confiscation, expropriation, requisition for title and not hire, purchase, seizure or forfeiture of, or any taking of title to, a Collateral Vessel, other than an arrest, capture, seizure or detention of a Collateral Vessel, where such arrest, capture, seizure or detention did not last for longer than forty-five (45) days and such Collateral Vessel was redelivered to the full and unconditional control of the applicable Collateral Vessel Owner in substantially the same condition such Collateral Vessel was in prior to such arrest, capture, seizure or detention.  An Event of Loss shall be deemed to have occurred (such date, the “Event of Loss Date”):  (i) in the event of an actual loss of a Collateral Vessel, at the time and on the date of such loss or, if that is not known, at noon Greenwich Mean Time on the date which such Collateral Vessel was last heard from; (ii) in the event of damage which results in a constructive or compromised or arranged or agreed total loss of a Collateral Vessel, at the time and on the date on which notice claiming the loss of the Collateral Vessel is given to the insurers (or, if earlier, the date of such total loss as agreed to by the relevant insurers or indemnitors of such Collateral Vessel); or (iii) in the case of an event referred to in clause (b) above, at the time and on the date on which such event is expressed to take

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effect by the Person making the same.

“Excluded Equity Issuance” means (a) in the event that Borrower or any of its Subsidiaries forms any Subsidiary in accordance with this Agreement, the issuance by such Subsidiary of Equity Interests to Borrower or such Subsidiary, as applicable, (b) the issuance of Equity Interests by Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition (including the issuance of Equity Interests by Borrower to the seller in a Permitted Acquisition) or to finance any Capital Expenditures to the extent permitted under this Agreement or as consideration for any Permitted Investment, (c) the issuance of Equity Interests by Borrower (i) pursuant to the exercise of options or warrants, (ii) pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities, (iii) issued, sold or granted in lieu of paying management fees or consulting fees in cash, or (iv) to any member of management, officer, independent director or employee of Borrower or any Subsidiary, (d) the issuance of any director's qualifying shares, and (e) the issuance of Equity Interests that is a Restricted Payment permitted by Section 6.05.

“Excluded Subsidiary” means each (a) CFC, (b) Foreign Subsidiary, (c) Strategic Joint Venture, and (d) Immaterial Domestic Subsidiary.

“Excluded Swap Obligation” means, with respect to any Obligated Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Obligated Party of, or the grant by such Obligated Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Obligated Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Obligated Party and any and all Guarantees of such Obligated Party’s Swap Obligations by Borrower or any other Guarantor) at the time the Guarantee of such Obligated Party, or a grant by such Obligated Party of a Lien, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 2.21(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.18, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.18(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Extraordinary Receipt” means any Net Cash Proceeds received by Borrower or any of its Subsidiaries outside the Ordinary Course of Business, including, without limitation, (a) foreign, United States, state or local tax refunds, (b) pension plan reversions, (c) indemnity payments (other than to the extent such indemnity payments are (i) immediately payable to a Person that is not an Affiliate of Borrower

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or any of its Subsidiaries or (ii) received by Borrower or any of its Subsidiaries as reimbursement for any costs previously incurred or any payment previously made by such Person), (e) any purchase price adjustment received in connection with any purchase agreement, other than any working capital adjustment in connection with any Permitted Acquisition, (f) reversions, (g) proceeds of insurance, and (h) condemnation awards (and payments in lieu thereof).

“Facility” means the Revolving Facility, the Equipment Term Loan Facility or the Acquisition Term Loan Facility (and collectively, the “Facilities”).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FCPA” has the meaning specified in Section 3.16(b).

“Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) zero percent (0.00%).

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Fee Letters” means, collectively, (a) the fee letter dated as of the Closing Date, by and among Borrower and Administrative Agent, and (b) any other fee letter among Borrower and Administrative Agent and/or Arranger concerning fees to be paid by Borrower in connection with this Agreement, in each case, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.  By its execution of this Agreement, each Lender acknowledges and agrees that Administrative Agent and/or Arranger may elect to treat as confidential and not share with Lenders any Fee Letter executed from time to time in connection with this Agreement.

“Financial Officer” means, as to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person, including, for the avoidance of doubt, any vice president of finance.

“Foreign Lender” means any Lender that is not a U.S. Person.

“Foreign Plan” means any employee pension benefit plan, program, policy, arrangement or agreement maintained or contributed to by Borrower or any Subsidiary with respect to employees employed outside the United States (other than any governmental arrangement).

“Foreign Subsidiary” means any Subsidiary of Borrower other than a Domestic Subsidiary, and “Foreign Subsidiaries” means any or all of them.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by Issuing Bank other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized

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in accordance with the terms hereof, and (b) with respect to any Swingline Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swingline Loans made by such Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

“GAAP” means, subject to Section 1.03, United States generally accepted accounting principles as in effect as of the date of determination thereof.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided, that the term “Guarantee” shall not include endorsements for collection or deposit in the Ordinary Course of Business.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, the Subsidiary Guarantors and each other Person who from time to time Guarantees all or any part of the Obligations under the Loan Documents, and “Guarantor” means any one of the Guarantors.

“Guaranty” means, individually or collectively as the context requires, that certain Unconditional Guaranty, dated as of the Closing Date, executed and delivered by each Guarantor party thereto in favor of Administrative Agent, for the benefit of the Secured Parties, and any other written guaranty of a Guarantor in favor of Administrative Agent, for the benefit of the Secured Parties, in each case, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates,

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asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and other substances or wastes of any nature regulated under or with respect to which liability or standards of conduct are imposed pursuant to any Environmental Law.

“Illegality Notice” has the meaning specified in Section 2.20.

“Immaterial Domestic Subsidiary” means any Domestic Subsidiary so long as such Domestic Subsidiary (a) owns less than $25,000 in assets and other property, and (b) exists solely for administrative purposes.

“Incremental Facility” has the meaning specified in Section 2.25.

“Incremental Facility Effective Date” has the meaning specified in Section 2.25.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under or in respect of (i) letters of credit (including standby and commercial), bankers’ acceptances, demand guarantees and similar independent undertakings and (ii) surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person; (c) net obligations of such Person under any Swap Contract; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the Ordinary Course of Business); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) all Attributable Indebtedness; (g) all obligations of such Person in respect of Disqualified Equity Interests; and (h) all Guarantees of such Person in respect of any of the foregoing.  For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of any Indebtedness of any Person for purposes of clause (e) that is expressly made non-recourse or limited-recourse (limited solely to the assets securing such Indebtedness) to such Person shall be deemed to be equal to the lesser of (i) the aggregate principal amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 9.03(b).

“Index Floor” means a rate of interest equal to zero percent (0.00%).

“Information” has the meaning specified in Section 9.12.

“Initial Collateral Vessel” means each of the vessels listed on Schedule 3.21 attached hereto, including their engines, boilers, cranes, machinery, cables, chains, masts, riggings, tackle, fittings, tools, pumps and pumping equipment, boats, anchors, apparel, spare and replacement parts, gear, furniture, capstans, outfit, gears, furnishing, appliances and all other equipment and appurtenances thereunto now or

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at any time hereinafter, appertaining and belonging, whether now owned or hereafter acquired, whether on board or ashore, and all additions, improvements and replacements hereafter made in or to said vessels or any part or appurtenance or equipment thereof.

“Insurances” means all policies and contracts of insurance (whether issued in the commercial market or by the United States), including all entries of a Collateral Vessel in a protection and indemnity or war risks association or club, as applicable, which are from time to time taken out or entered into in respect of a Collateral Vessel and all premium rebates, all other rights and benefits with respect thereto and all proceeds thereof.

“Insurance Assignment” means, in relation to a Collateral Vessel, an assignment of the Insurances, in form and substance satisfactory to Administrative Agent.

“Interest Election Request” means a request by Borrower to convert or continue a Borrowing in accordance with Section 2.07, which shall be substantially in the form of Exhibit D, properly completed and signed by a Responsible Officer of Borrower.

“Interest Payment Date” means (a) as to any ABR Loan, the first (1st) calendar day of each calendar month and the applicable Maturity Date, (b) as to any SOFR Loan, the last day of each Interest Period therefor and the applicable Maturity Date and (c) as to any Swingline Loan, the day that such Swingline Loan is required to be repaid and the Revolving Commitment Termination Date.

“Interest Period” means, (a) as to any Acquistion Term Loan Borrowing, the period commencing on the date of such Acquisition Term Loan Borrowing and ending on the first (1st) calendar day of the following month; provided, that (i) no Interest Period in respect of any Loan or Borrowing under any Facility shall extend beyond the applicable Maturity Date of such Facility and (ii) no tenor that has been removed from this definition pursuant to Section 2.24(d) shall be available for specification in such Borrowing Request or Interest Election Request; and (b) as to any other Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is thirty (30) days thereafter (subject to the availability thereof); provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no Interest Period in respect of any Loan or Borrowing under any Facility shall extend beyond the applicable Maturity Date of such Facility and (iv) no tenor that has been removed from this definition pursuant to Section 2.24(d) shall be available for specification in such Borrowing Request or Interest Election Request.  For purposes hereof, the date of a Loan or Borrowing initially shall be the date on which such Loan or Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan or Borrowing.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs Indebtedness of the type referred to in clause (h) of the definition of “Indebtedness” in respect of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for

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subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in case by such Person with respect thereto.

“IRS” means the United States Internal Revenue Service.

“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

“Issuing Bank” means UMB Bank, N.A., a national banking association (through itself or through one of its designated Affiliates or branch offices), in its capacity as issuer of Letters of Credit hereunder.  Issuing Bank may, with the consent of Borrower (not to be unreasonably withheld, conditioned or delayed), arrange for one or more Letters of Credit to be issued by branches or Affiliates of Issuing Bank, in which case the term “Issuing Bank” shall include any such branch or Affiliate with respect to Letters of Credit issued by such branch or Affiliate.

“Jones Act” means, collectively, the U.S. citizenship and cabotage laws principally contained in 46 U.S.C. § 50501(a), (b) and (d) and 46 U.S.C. Chapters 121 and 551 and any successor statutes thereto, together with the regulations promulgated thereunder by the U.S. government and its practices enforcing, administering and interpreting such statutes and regulations in each case as amended or supplemented from time to time, relating to the ownership and operation of U.S.-flag vessels engaged in the U.S. Coastwise Trade.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance or renewal thereof, the extension of the expiry date thereof, or the reinstatement or increase of the amount thereof.

“L/C Disbursement” means a payment made by Issuing Bank pursuant to a Letter of Credit.

“L/C Documents” means, as to any Letter of Credit, each application therefor and any other document, agreement and instrument entered into by Borrower or a Subsidiary with or in favor of Issuing Bank and relating to such Letter of Credit.

“L/C Fee” has the meaning specified in Section 2.12(d).

“L/C Obligations” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, determined without regard to whether any conditions to drawing could be met at that time, plus (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of Borrower at such time.  The L/C Obligations of any Revolving Lender at any time shall be its Applicable Percentage of the total L/C Obligations at such time.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the ISP or similar terms in the governing rules or laws or of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of Borrower and each Revolving Lender shall remain in full force and effect until Issuing Bank and the Revolving Lenders shall have no further obligations to

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make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“L/C Sublimit” means an amount equal to the lesser of (a) $7,500,000.00 and (b) the total amount of the Revolving Commitments.  The L/C Sublimit is part of, and not in addition to, the Revolving Facility.

“Lender” means a Revolving Lender, an Equipment Term Loan Lender or an Acquisition Term Loan Lender, as the context may require.

“Letter of Credit” means any standby letter of credit issued hereunder.  Letters of Credit shall be available by sight payment and not by deferred payment, acceptance or negotiation.  For the avoidance of doubt, the term Letter of Credit shall not include any letter of credit, demand guarantee or other undertaking issued by any Person (including any branch or Affiliate of Issuing Bank) that is supported by a Letter of Credit issued by Issuing Bank hereunder pursuant to a back-stop or counter-standby structure.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means a Revolving Loan, an Equipment Term Loan or an Acquisition Term Loan (including any Incremental Facility), as the context may require.

“Loan Documents” means, collectively, this Agreement, the Notes, each Guaranty, the Security Documents, the L/C Documents, the Master Intercompany Note, the Fee Letters, each Subordination Agreement, any agreement creating or perfecting rights in the Cash Collateral pursuant to the provisions of Section 2.22 and any other documents entered into in connection herewith or therewith; provided, that the term “Loan Documents” shall not include any Letters of Credit issued pursuant to this Agreement or any Bank Product Agreement.

“Major Casualty” means, with respect to a Collateral Vessel, a casualty to such Collateral Vessel in respect of which the claim or the aggregate of the claims, before adjustment for any deductible, exceeds $1,000,000 or the equivalent in any other currency.

“Margin Stock” means margin stock within the meaning of Regulations T, U and X.

“Master Intercompany Note” means that certain Master Intercompany Note dated as of the Closing Date among the Obligated Parties, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole; or (b) a material adverse effect on (i) the ability of Borrower or any other Obligated Party to perform its Obligations, (ii) the legality, validity, binding effect or enforceability against Borrower or any other Obligated Party of any Loan Document to which it is a party or (iii) the rights, remedies and benefits available to, or conferred upon, Administrative Agent or Issuing Bank or any Lender under any Loan Document.

“Materiality Threshold” means $1,000,000.

“Maturity Date” means the Revolving Commitment Termination Date, the Equipment

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Term Loan Maturity Date or the Acquisition Term Loan Maturity Date, as context may require.

“Maximum Rate” has the meaning specified in Section 9.14.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 102% of the Fronting Exposure of Issuing Bank with respect to all Letters of Credit issued and outstanding at such time and (b) otherwise, an amount determined by Administrative Agent and Issuing Bank in their sole discretion.

“Mortgagee” has the meaning specified in the definition of Collateral Vessel Mortgage.

“Mortgage” means each mortgage, deed of trust, deed to secure debt or other instrument executed by an Obligated Party for the benefit of Administrative Agent relating to one or more of the Real Estate, which Mortgage shall be in form and substance acceptable to Administrative Agent, in each case, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate makes or is obligated to make contributions, during the preceding five plan years has made or been obligated to make contributions or has any liability.

“Multiple Employer Plan” means a Plan with respect to which Borrower or any ERISA Affiliate is a contributing sponsor, and that has two or more contributing sponsors at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means:

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 9.02 and (b) has been approved by the Required Lenders or, in the case of amendments that require the approval of all or all affected Lenders of a particular Class, the Required Revolving Lenders, the Required Equipment Term Loan Lenders or the Required Acquisition Term Loan Lenders, as applicable.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender

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at such time.

“Notes” means, collectively, the Revolving Notes, the Equipment Term Notes and the Acquisition Term Notes, and “Note” means any one of the Notes.

“NVDC” means the U.S. Coast Guard, National Vessel Documentation Center, located in Falling Waters, West Virginia.

“Obligated Party” means Borrower, each Guarantor or any other Person who is or becomes party to any agreement that obligates such Person to pay or perform, or that Guarantees or secures payment or performance of, the Obligations under the Loan Documents or any part thereof.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, Borrower, any Guarantor, and any other Obligated Party to Administrative Agent, Issuing Bank, any Lender, any Bank Product Provider, or any Affiliates thereof arising under any Loan Document, any Bank Product Agreement, or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.  Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by Borrower under any Loan Document, including Erroneous Payment Subrogation Rights, and (b) the obligation of Borrower to reimburse any amount in respect of any of the foregoing that Administrative Agent, any Lender or Issuing Bank, in each case in its sole discretion, may elect to pay or advance on behalf of Borrower; provided, that, as to any Guarantor, the “Obligations” shall exclude any Excluded Swap Obligations of such Guarantor.

“OFAC” has the meaning specified in Section 3.16(a).

“Ordinary Course of Business” means, with respect to Borrower or any Subsidiary, the ordinary course of such Peron’s business as conducted on the Closing Date and reasonable extensions thereof or ancillary thereto, including, without limitation, the provision of construction services, both on- and off-shore, including engineering, consulting, and concrete services and the purchase and sale of equipment related to the foregoing.

“Organizational Documents” means (a) as to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) as to any limited liability company, the certificate or articles of formation or organization and operating or limited liability agreement and (c) as to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.21(b)).

“Outstanding Amount” means, (a) with respect to Equipment Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Equipment Term Loans occurring on such date, and (b) with respect to Acquisition Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Acquisition Term Loans occurring on such date.

“Pacific Islands” means American Samoa, Cook Islands, Easter Island, Fiji, French Polynesia, Guam, Hawai’i, Kiribati, Marshall Islands, Federated States of Micronesia, Nauru, New Caledonia, Niue, Northern Mariana Islands, Papua New Guinea, Pitcairn Islands, Samoa, Solomon Islands, Tokelau, Tonga, Tuvalu, Vanuatu and Wallis and Futuna.

“Participant” has the meaning specified in Section 9.04(d).

“Participant Register” has the meaning specified in Section 9.04(d).

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Payment Date” means the first (1st) calendar day of each calendar month and the applicable Maturity Date.

“Payment Recipient” has the meaning specified in Section 8.11(a).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards and minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan, but excluding a Multiemployer Plan) that is maintained or is contributed to by Borrower or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Acquisition” means any Acquisition by Borrower or any Subsidiary Guarantor after the Closing Date in a transaction that satisfies each of the following requirements:

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“Permitted Discretion” means, with respect to Administrative Agent, a determination made in the exercise of Administrative Agent’s commercially reasonable (from the perspective of a secured lender) business judgment.

“Permitted Disposition” means the Dispositions permitted by Section 6.04.

“Permitted Indebtedness” means the Indebtedness permitted by Section 6.01.

“Permitted Liens” means those Liens permitted by Section 6.02.

“Permitted Maritime Liens” means, with respect to the Collateral Vessels:

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“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of Borrower or any Subsidiary, or any such plan to which Borrower or any Subsidiary is required to contribute on behalf of any of its employees or with respect to which Borrower has any liability.

“Platform” means Debt Domain, Intralinks, Syndtrak, DebtX or a substantially similar electronic transmission system.

“Prepayment Notice” means a notice by Borrower to prepay Loans, which shall be in such form as Administrative Agent may approve.

“Pricing Date” has the meaning specified in the definition of “Applicable Rate”.

“Prime Rate” means the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Administrative Agent) or any similar release by the Federal Reserve Board (as determined by Administrative Agent).  Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective.

“Protected Person” has the meaning specified in Section 9.03(d).

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Real Estate” means the real property owned or leased by Borrower or any Subsidiary, including the real property and improvements thereon owned by Borrower or any Subsidiary subject to the Lien of the Mortgages or any other Security Documents.

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“Recipient” means (a) Administrative Agent, (b) any Lender or (c) Issuing Bank, as applicable.

“Register” has the meaning specified in Section 9.04(c).

“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, brokers, trustees, administrators, managers, advisors and representatives, including accountants, auditors and legal counsel of such Person and of such Person’s Affiliates.

“Release” shall mean any releasing or threatening to release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration into, on or about the environment or any structure. “Released” shall have a corresponding meaning.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Removal Effective Date” has the meaning specified in Section 8.06(b).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Required Acquisition Term Loan Lenders” means, at any time, Acquisition Term Loan Lenders having Total Acquisition Term Credit Exposures representing more than 66 2/3% of the Total Acquisition Term Credit Exposures of all Acquisition Term Loan Lenders at such time; provided, that, if one Acquisition Term Loan Lender holds more than 66 2/3% but less than 100% of the Total Acquisition Term Credit Exposures of all Acquisition Term Loan Lenders at such time, Required Acquisition Term Loan Lenders shall be at least two (2) Acquisition Term Loan Lenders, considering any Lender and its Affiliates as a single Lender.  The Total Acquisition Term Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Acquisition Term Loan Lenders at any time.

“Required Equipment Term Loan Lenders” means, at any time, Equipment Term Loan Lenders having Total Equipment Term Credit Exposures representing more than 66 2/3% of the Total Equipment Term Credit Exposures of all Equipment Term Loan Lenders at such time; provided, that, if one Equipment Term Loan Lender holds more than 66 2/3% but less than 100% of the Total Equipment Term Credit Exposures of all Equipment Term Loan Lenders at such time, Required Equipment Term Loan Lenders shall be at least two (2) Equipment Term Loan Lenders, considering any Lender and its Affiliates as a single Lender.  The Total Equipment Term Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Equipment Term Loan Lenders at any time.

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“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 66 2/3% of the Total Credit Exposures of all Lenders; provided, that, if one Lender holds more than 66 2/3% but less than 100% of the Total Credit Exposures of all Lenders at such time, Required Lenders shall be at least two (2) Lenders, considering any Lender and its Affiliates as a single Lender.  The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Revolving Lenders” means, at any time, Revolving Lenders having Total Revolving Credit Exposures representing more than 66 2/3% of the Total Revolving Credit Exposures of all Revolving Lenders at such time; provided, that, if one Revolving Lender holds more than 66 2/3% but less than 100% of the Total Revolving Credit Exposures of all Revolving Lenders at such time, Required Revolving Lenders shall be at least two (2) Revolving Lenders, considering any Lender and its Affiliates as a single Lender.  The Total Revolving Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time.

“Requisition Compensation” means all moneys or other compensation payable by reason of requisition for title or other compulsory acquisition of a Collateral Vessel during term hereof other than by requisition for hire.

“Resignation Effective Date” has the meaning specified in Section 8.06(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to any Obligated Party, (a) the chief executive officer, president, executive vice president or a Financial Officer of such Obligated Party, (b) solely for purposes of the delivery of incumbency certificates and certified Organizational Documents and resolutions pursuant to Section 4.01, any vice president, secretary or assistant secretary of such Obligated Party and (c) solely for purposes of Borrowing Requests, Borrowing Base Certificates, requests for L/C Credit Extensions, prepayment notices and notices for Revolving Commitment terminations or reductions given pursuant to Article II, any other officer or employee of Borrower so designated from time to time by one of the officers described in clause (a) in a notice to Administrative Agent (together with evidence of the authority and capacity of each such Person to so act in form and substance satisfactory to Administrative Agent).  Any document delivered hereunder that is signed by a Responsible Officer of an Obligated Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of such Obligated Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Obligated Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Person’s shareholders, partners or members (or the equivalent Persons thereof).

“Revolving Availability Period” means the period from and including the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period made by the Revolving Lenders.

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“Revolving Commitment” means with respect to each Revolving Lender on any date, the commitment of such Lender to (a) make a Revolving Loan if such Loan is required to be disbursed on such date and (b) purchase a participation in (i) L/C Obligations and (ii) Swingline Loans, in each case if such participation is required to be purchased on such date, expressed as an amount representing the maximum principal or face amount of such Revolving Loan, Letter of Credit or Swingline Loan, as such commitment may be reduced or increased from time to time pursuant to Section 9.04 or reduced from time to time pursuant to Section 2.09.  The initial amount of such Lender’s Revolving Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable.  On the Closing Date, the aggregate amount of all Revolving Commitments is $60,000,000.00.

“Revolving Commitment Fee” has the meaning specified in Section 2.12(a).

“Revolving Commitment Termination Date” means December 23, 2030 (except that, if such date is not a Business Day, the Revolving Commitment Termination Date shall be the next preceding Business Day).

“Revolving Credit Exposure” means, as to any Revolving Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Revolving Lender’s participation in L/C Obligations and Swingline Loans at such time.

“Revolving Facility” means the Revolving Commitments and all Credit Extensions thereunder.

“Revolving Lender” means the Persons listed on Schedule 2.01 holding a Revolving Commitment or Revolving Loans and any other Person that shall have become party hereto holding a Revolving Commitment or Revolving Loans pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto holding a Revolving Commitment or Revolving Loans pursuant to an Assignment and Assumption.  Unless the context requires otherwise, the term “Revolving Lenders” includes the Swingline Lenders but does not include Administrative Agent or Issuing Bank in their respective capacities as Administrative Agent or as Issuing Bank.

“Revolving Loan” means a loan made by a Revolving Lender to Borrower pursuant to Section 2.01(a).

“Revolving Note” means a promissory note made by Borrower in favor of a Revolving Lender evidencing Revolving Loans made by such Revolving Lender, substantially in the form of Exhibit F.

“Sanctions” has the meaning specified in Section 3.16(a).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Parties” means the collective reference to Administrative Agent, each Lender, Issuing Bank, each Bank Product Provider and any other Person the Obligations owing to which are, or are purported to be, secured by the Collateral under the terms of the Security Documents.

“Security Agreement” means that certain Security Agreement, dated as of the Closing Date, executed and delivered by Borrower, the Subsidiary Guarantors, and the other debtors party thereto in favor of Administrative Agent, for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

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“Security Documents” means, collectively, the Security Agreement, each Mortgage, the Assignments, and each and every other security agreement, pledge agreement, mortgage, deed of trust, control agreement or other collateral security agreement required by or delivered to Administrative Agent from time to time that purport to create a Lien in favor of any of the Secured Parties to secure payment or performance of the Obligations or any portion thereof.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “ABR”.

“Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital.  The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Strategic Joint Venture” shall mean any joint venture with a strategic partner for the purposes of engaging in (i) construction projects or any other similar projects or (ii) other projects economically advantageous to Borrower or its Subsidiaries, including, without limitation, the joint venture set forth on Schedule 3.19(b).

“Subordinated Indebtedness” means, collectively, (a) the Indebtedness evidenced by the Master Intercompany Note, and (b) any Indebtedness of Borrower (other than the Obligations) that (i) has been subordinated to the Obligations by a written agreement (including pursuant to a Subordination Agreement), in form and content satisfactory to Administrative Agent, and (ii) has been approved in writing by Administrative Agent as constituting Subordinated Indebtedness for purposes of this Agreement.

“Subordination Agreements” means, collectively, (a) the subordination provisions of the Master Intercompany Note, and (b) any other subordination agreement entered into after the Closing Date on terms reasonably satisfactory to Administrative Agent that subordinates in right of time of payment (and, if applicable, liens) of Indebtedness (and the liens securing such Indebtedness) to the Obligations (and liens securing the Obligations), in each case, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Subsidiary” of a Person means a corporation, partnership, limited liability company, association or joint venture or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time owned or the management of which is controlled, directly, or indirectly through one or more intermediaries, by such

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Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower; provided, however, all references herein to a “Subsidiary” or to “Subsidiaries” shall not included any Excluded Subsidiary.

“Subsidiary Guarantors” means, collectively, each and every Subsidiary of Borrower (other than Excluded Susidiaries) as of the Closing Date, and each and every Subsidiary of Borrower (other than Excluded Subsidiaries) that becomes a Subsidiary Guarantor pursuant to Section 6.15, and “Subsidiary Guarantor” means any one of them.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means, with respect to any Obligated Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, as to any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swingline Borrowing” means a borrowing of a Swingline Loan.

“Swingline Lender” means UMB Bank, N.A., a national banking association, in its capacity as lender of Swingline Loans hereunder, or such other Revolving Lender as Borrower may from time to time select as the Swingline Lender hereunder pursuant to Section 2.04; provided, that such Revolving Lender has agreed to be a Swingline Lender.

“Swingline Loan” means a loan made by a Swingline Lender to Borrower pursuant to Section 2.04.

“Swingline Sublimit” means an amount equal to the lesser of (a) $7,500,000.00 and (b) the total amount of the Revolving Commitments.  The Swingline Sublimit is part of, and not in addition to, the Revolving Facility.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but, upon the insolvency

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or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means,

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Index Floor, then Term SOFR shall be deemed to be the Index Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Titled Collateral Vessel” means any Collateral Vessel that has been issued a certificate of title or other evidence of registration under the laws of any State.

“Total Acquisition Term Credit Exposure” means, as to any Acquisition Term Loan Lender at any time, the unused Acqusition Term Loan Commitments and Acquisition Term Loan Exposure of such Lender at such time.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments,

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Revolving Credit Exposure, Equipment Term Loan Exposure and Acquisition Term Loan Exposure of such Lender at such time.

“Total Equipment Term Credit Exposure” means, as to any Equipment Term Loan Lender at any time, the unused Equipment Term Loan Commitments and Equipment Term Loan Exposure of such Lender at such time.

“Total Revolving Credit Exposure” means, as to any Revolving Lender at any time, the unused Revolving Commitments and Revolving Credit Exposure of such Lender at such time.

“Transactions” means the transactions under or contemplated by this Agreement and the other Loan Documents.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Term SOFR or ABR.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Undocumented Collateral Vessel” means any Collateral Vessel that has not been issued a Certificate of Document or the equivalent evidence of documentation under the flag of any other country.

“United States” and “U.S.” mean the United States of America.

“U.S. Borrower” means any Borrower that is a U.S. Person.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 2.18(g).

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“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by applicable law to be owned by a Person other than Borrower and/or one or more of its Wholly-Owned Subsidiaries).

“Withholding Agent” means Borrower and Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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Issuing Bank shall not be under any obligation to issue any Letter of Credit if:

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Issuing Bank shall be under no obligation to issue any amendment to any Letter of Credit if Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof.

In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to pay to Administrative Agent, for the account of Issuing Bank, such Revolving Lender’s Applicable Percentage of each L/C Disbursement made by Issuing Bank promptly upon the request of Issuing Bank at any time from the time of such L/C Disbursement until such L/C Disbursement is reimbursed by Borrower or at any time after any reimbursement payment is required to be refunded to Borrower for any reason, including after the Revolving Commitment Termination Date.  Such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and Administrative Agent shall promptly pay to Issuing Bank the amounts so received by it from the Revolving Lenders.  Promptly following receipt by Administrative Agent of any payment from Borrower pursuant to Section 2.05(f), Administrative Agent shall distribute such payment to Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to this paragraph to reimburse Issuing Bank, then to such Revolving Lenders and Issuing Bank as their interests may appear.  Any payment made by a Revolving Lender pursuant to this paragraph to reimburse Issuing Bank for any L/C Disbursement shall not constitute a Loan and shall not relieve Borrower of its obligation to reimburse such L/C Disbursement.

Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Revolving Lender’s Revolving Commitment is amended as a result of an assignment in accordance with Section 9.04 or otherwise pursuant to this Agreement.

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None of Administrative Agent, the Lenders, Issuing Bank, or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by Issuing Bank or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, document, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of Issuing Bank; provided, that the foregoing shall not be construed to excuse Issuing Bank from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by Applicable Law) suffered by Borrower that are caused by Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of Issuing Bank (as finally determined by a court of competent jurisdiction), Issuing Bank shall be deemed to have exercised care in each such determination, and that:

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Without limiting the foregoing, none of Administrative Agent, the Lenders, Issuing Bank, or any of their respective Related Parties shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) Issuing Bank declining to take up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) Issuing Bank retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to Issuing Bank.

Unless otherwise expressly agreed by Issuing Bank and Borrower when a Letter of Credit is issued by Issuing Bank, the rules of the ISP shall be stated therein to apply to each Letter of Credit.  Notwithstanding the foregoing, Issuing Bank shall not be responsible to Borrower for, and Issuing Bank’s rights and remedies against Borrower shall not be impaired by, any action or inaction of Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Laws or any order of a jurisdiction where Issuing Bank or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the International Chamber of Commerce Banking Commission, the Bankers Association for Finance and Trade (BAFT), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Laws or practice rules.

Issuing Bank shall have all of the benefits and immunities (but not the obligations) (A) provided to Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and L/C Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to Issuing Bank.

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Issuing Bank may resign at any time by giving thirty (30) days’ prior notice to Administrative Agent, the Revolving Lenders and Borrower.  After the resignation of Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, reinstate, or otherwise amend any then existing Letter of Credit.

Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account.  Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of Administrative Agent and at Borrower’s risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in the Collateral Account.  Moneys in the Collateral Account shall be applied by Administrative Agent to reimburse Issuing Bank for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of Borrower for the L/C

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Obligations at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of Borrower in respect of the Revolving Facility under this Agreement.  If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to Borrower within three Business Days after all Events of Default have been cured or waived.

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Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender or Issuing Bank acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender or Issuing Bank were a direct creditor of Borrower in the amount of such participation.

and the result of any of the foregoing shall be to increase the cost to such Lender, Issuing Bank or such

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other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Bank or other Recipient, Borrower will pay to such Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

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Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

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then, in each case, Administrative Agent will promptly so notify Borrower and each Lender.

Upon notice thereof by Administrative Agent to Borrower, any obligation of the Lenders to make SOFR Loans, and any right of Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, (i) Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period.  Upon any such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.16.  Subject to Section 2.24, if Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by Administrative Agent without reference to clause (c) of the definition of “ABR” until Administrative Agent revokes such determination.

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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Each party hereto agrees that (x) an assignment required pursuant to this Section 2.21(b) may be effected pursuant to an Assignment and Assumption executed by Borrower, Administrative Agent, the assignee, and, if such assignment is in respect of the Revolving Facility, Issuing Bank and the Swingline Lender and (y) the Lender required to make such assignment need not be a party thereto in order for such

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assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further, that any such documents shall be without recourse to or warranty by the parties thereto.

Notwithstanding anything in this Section to the contrary, (i) any Lender that acts as Issuing Bank may not be replaced as Issuing Bank hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a back-stop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to Issuing Bank) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.06.

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Borrower represents and warrants to Administrative Agent, Issuing Bank and the Lenders that:

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Without limiting the generality of Section 8.03(c), for purposes of determining satisfaction of the conditions specified in this Section, each Lender or Issuing Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or Issuing Bank unless Administrative Agent shall have received notice from such Lender or Issuing Bank prior to the

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proposed Closing Date specifying its objection thereto.

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Each Borrowing Request or request for L/C Credit Extension, as applicable, by Borrower hereunder and each Credit Extension shall be deemed to constitute a representation and warranty by Borrower on and as of the date of the applicable Credit Extension as to the matters specified in clauses (b) and (c) above in this Section.

Until the Commitments have expired or been terminated, all Obligations shall have been paid in full and all Letters of Credit shall have expired or been canceled (without any pending drawings), Borrower covenants and agrees with Administrative Agent, Issuing Bank and the Lenders that:

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Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth the details of the occurrence requiring such notice and stating what action Borrower has taken and proposes to take with respect thereto.

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Until the Commitments have expired or been terminated, all Obligations shall have been paid in full and all Letters of Credit shall have expired or been canceled (without any pending drawings), Borrower covenants and agrees with Administrative Agent, Issuing Bank and the Lenders that:

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then, and in every such event (other than an event with respect to Borrower described in clause (g) or (h) of this Section), and at any time thereafter during the continuance of such event, Administrative Agent may, and at the request of the Required Lenders shall, by notice to Borrower, take any or all of the following actions, at the same or different times:

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provided, that, in case of any event described in clause (g) or (h) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder, shall automatically become due and payable, and the obligation of Borrower to Cash Collateralize the L/C Obligations as provided in clause (iii) above shall automatically become effective, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower.

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If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired or cancelled (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Notwithstanding the foregoing, Bank Product Obligations shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with supporting documentation as Administrative Agent may request from the applicable Bank Product Provider; provided, that no such notice shall be required for any Bank Product Agreement for which Administrative Agent or any Affiliate of Administrative Agent is the applicable Bank Product Provider.  Each Bank Product Provider that is not a party to this Agreement that has given notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article VIII hereof for itself and its Affiliates as if a “Lender” party hereto.

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders and Issuing Bank, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Section 9.03.

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For the avoidance of doubt, the failure to deliver a notice to Administrative Agent pursuant to this ‎Section 8.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to ‎Section 8.11(a) or on whether or not an Erroneous Payment has been made.

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Each party’s obligations, agreements and waivers under this Section 8.11 shall survive the resignation or replacement of Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the applicable Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Upon request by Administrative Agent at any time, Required Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section.

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Orion Group Holdings, Inc.
2940 Riverby Road, Suite 400
Houston, Texas 77020
Attention: E. Chipman Earle
Email: eearle@orn.net

with a copy (which shall not constitute notice):

Jones Walker LLP
201 St. Charles Avenue, Suite 5100
New Orleans, Louisiana 70170
Attention: Amy Scafidel
Email: ascafidel@joneswalker.com

UMB Bank, N.A.
5950 Berkshire Lane, Suite 1600
Dallas, Texas 75225
Attention: Brandon Dinwiddie
Email: Brandon.Dinwiddie@umb.com

with a copy (which shall not constitute notice):

Jackson Walker LLP
2323 Ross Avenue, Suite 600
Dallas, Texas 75021
Attention: Justin Shipley
Email: jshipley@jw.com

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Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided, that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

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Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Administrative Agent in accordance with Section 7.01 for the benefit of all the Lenders and Issuing Bank; provided, that the foregoing shall not prohibit (i) Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) Issuing Bank or each Swingline Lender from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank or a Swingline Lender, as applicable) hereunder and under the other Loan Documents, (iii)  any Lender or Issuing Bank from exercising setoff rights in accordance with Section 9.09 (subject to the terms of Section 2.15) or (iv) any Lender or Issuing Bank from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise provided to Administrative Agent pursuant to Section 6.01 and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.15, any Lender or Issuing Bank may, with the consent of the Required Lenders, enforce any rights or remedies available to it and as authorized by the Required Lenders.

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provided, further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of (A) Administrative Agent, unless in writing executed by Administrative Agent, (B) Issuing Bank, unless in writing executed by Issuing Bank and (C) any Swingline Lender, unless in writing executed by such Swingline Lender, in each case in addition to Borrower and the Lenders required above.

Notwithstanding anything herein to the contrary, (i) any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms directly affects the rights or duties of the Lenders of a particular Class (but not the Lenders of any other Class) may be effected by an agreement or agreements in writing entered into by Borrower and the requisite number of percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 9.02(b) if such Class of Lenders were the only Class of Lenders hereunder at such time and (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.

In addition, notwithstanding anything in this Section to the contrary, if Administrative Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then Administrative Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by Issuing Bank (solely to the extent such provision affects or may affect it in its capacity as Issuing Bank) or the Required Lenders to Administrative Agent within ten (10) Business Days following receipt of notice thereof.

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Subject to acceptance and recording thereof by Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party

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hereto) but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 9.02(b).  Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 (subject to the requirements and limitations therein, including the requirements under Section 2.18(g) (it being understood that the documentation required under Section 2.18(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided, that such Participant (A) agrees to be subject to the provisions of Section 2.21 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.17 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.  Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 2.21(b) with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided, that such Participant agrees to be subject to Section 2.15 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of

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Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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For purposes of this Section, “Information” means all information received from Borrower or any of its Subsidiaries relating to Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to Administrative Agent, any Lender or Issuing Bank on a nonconfidential basis prior to disclosure by Borrower or any of its Subsidiaries; provided, that, in the case of information received from Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

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BORROWER:

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ORION GROUP HOLDINGS, INC.,

a Delaware corporation

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By: /s/ Alison G. Vasquez​ ​​ ​​ ​​ ​

Name:  Alison G. Vasquez

Title:  Executive Vice President, Chief Financial Officer

and Treasurer

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ADMINISTRATIVE AGENT, ISSUING BANK, SWINGLINE LENDER AND LENDER:

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UMB BANK, N.A.,

a national banking association

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By: /s/ Brandon Dinwiddie​ ​​ ​​ ​

Name:  Brandon Dinwiddie

Title:  Senior Vice President

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LENDER:

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BANK OZK

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By: /s/ Devon Graham​ ​​ ​​ ​​ ​

Name:  Devon Graham

Title:  Senior Vice President

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SCHEDULE 2.01
COMMITMENTS AND LENDERS

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