EX-10.41



 Exhibit 10.41 

 

			
	



	  	LENDER-SURETY PRIORITY AGREEMENT

 THIS LENDER-SURETY PRIORITY AGREEMENT (“Agreement”), dated June 4, 2012, is entered into by: 

 

	 	1.	WELLS FARGO BANK, N.A., a national banking association, as Administrative Agent (the “Agent”) for the lenders under the Lender Credit Agreement (as defined
below), and 

  

	 	2.	ZURICH AMERICAN INSURANCE COMPANY and its Subsidiaries and Affiliates including, but not limited to FIDELITY AND DEPOSIT COMPANY OF MARYLAND, COLONIAL AMERICAN CASUALTY
AND SURETY COMPANY, and AMERICAN GUARANTEE AND LIABILITY INSURANCE COMPANY, its successors and assigns (“Surety”). 


Agent and Surety agree that all capitalized terms used in this Agreement but not defined herein shall have the meaning given such terms in the Equipment
Utilization Agreement, dated June 4, 2012 (the “EUA”), which has been executed by Indemnitors and Agent. 
 WHEREAS Great Lakes
Dredge & Dock Corporation (“Great Lakes”), Great Lakes Dredge & Dock Company, LLC, Lydon Dredging & Construction Company, Ltd., Fifty-Three Dredging Corporation, Dawson Marine Services Company, Great Lakes
Dredge & Dock Environmental, Inc. (f/k/a Great Lakes Caribbean Dredging, Inc.), NASDI, LLC, NASDI Holdings Corporation, Yankee Environmental Services, LLC and Great Lakes Dredge & Dock (Bahamas) Ltd.(collectively, the
“Indemnitors”) may provide Agent a mortgage on certain equipment of Indemnitors (the “Collateral Equipment”) and a right to attach and perfect a security interest in the Collateral Equipment, in connection with that
certain Credit Agreement, dated as of June 4, 2012, among Great Lakes, certain subsidiaries of Great Lakes party thereto, as Credit Parties, Agent and the other lenders party thereto from time to time (as amended, restated, supplemented,
refinanced or replaced from time to time, the “Lender Credit Agreement”); and 
 WHEREAS Indemnitors have provided Surety with a
security interest in the Collateral Equipment (among other interests, rights and remedies) pursuant to the terms of, and as defined in, the General Agreement of Indemnity, dated September 7, 2011 (the “GIA”); and 

WHEREAS Agent and Indemnitors have provided Surety a priority right to access and use the Collateral Equipment pursuant to the terms of the EUA; and

 WHEREAS Agent desires for Surety to agree with Agent in advance on the priority of their respective mortgages, security interests and liens
with respect to the Collateral Equipment in the event such mortgages security interests and liens are created or perfected; and 
 WHEREAS
Surety is willing to agree to the priority of Surety’s and Agent’s respective mortgages, security interests and liens with respect to the Collateral Equipment, in exchange for Surety’s being granted a second mortgage on the Collateral
Equipment. 

  

			
	Great Lakes Lender-Surety Priority Agreement	  	page 1 of 9









 NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, Agent
and Surety agree as follows: 
 1. Collateral Equipment: The Collateral Equipment to which this Agreement applies is defined as the
equipment listed on Exhibit A SCHEDULE OF COLLATERAL EQUIPMENT which is attached to this Agreement and incorporated herein by reference, as may be modified as provided herein. This Agreement does not apply to any other machinery, plant,
equipment or other property of Indemnitors. 
 2. Surety Mortgage: Surety agrees that it will not perfect or file mortgages with respect
to any of the Collateral Equipment, unless and until it shall have first provided Agent with 60 days written notice. 
 3. Priorities:
Agent and Surety acknowledge and agree that the other may perfect a security interest in the Collateral Equipment. With respect to Agent’s and Surety’s mortgages, security interests and liens in the Collateral Equipment, Agent and Surety
agree that as between Agent and Surety, Agent’s mortgage, security interests and liens in the Collateral Equipment shall be senior and prior in right to Surety’s mortgages, security interests and liens in the Collateral Equipment, and
Surety’s mortgages, security interests and liens shall be junior to Agent’s mortgages, security interests and liens, notwithstanding the order, manner or timing of attachment or perfection of any such mortgages, security interests or liens
or the validity, enforceability, perfection or unavoidability thereof or any failure by Agent or the Surety to take any action to attach or perfect such security interests or liens. 
 4. No Challenge: Agent and Surety agree not to institute or join in any legal action challenging the validity, enforceability, perfection or unavoidability of their respective mortgages, security
interests or liens with respect to the Collateral Equipment. 
 5. Right to Enforce and Transfer; Release: Agent and Surety agree that
the other party may take action to enforce that party’s rights and interest in the Collateral Equipment, including any rights which may result in the transfer of such Collateral Equipment to third parties, provided that a) the enforcing party
provides prior written notice to the other party of the enforcing party’s foreclosure or similar disposition of any such Collateral Equipment; b) any such exercise and enforcement or other disposition by Agent of any Collateral Equipment shall
be subject to and shall not interfere with Surety’s continuing rights and interests and priority access and use under and pursuant to the terms of the EUA. In the event of any transfer of such Collateral Equipment to third parties by the Agent
in connection with an enforcement by the Agent or in connection with a consensual disposition and, in any such event pursuant to which the Agent shall release its mortgages, security interests or liens with respect to such Collateral Equipment,
Surety shall promptly release its mortgages, security interests and liens on such Collateral Equipment, provided that Surety’s mortgages, security interests and liens shall remain on the proceeds of such Collateral Equipment, subject to the
relative priorities set forth in section 3 above. Surety hereby authorizes Agent to effect such lien releases on behalf of Surety and to execute and deliver all instruments to effect such release of Surety’s mortgages, security interests and
liens (which authorization being coupled with an interest, is irrevocable). 
 6. Modification of Exhibit A. Exhibit A may be modified by
a Rider to this Agreement upon written notice by Agent to Surety at any time. 

  

			
	Great Lakes Lender-Surety Priority Agreement	  	page 2 of 9









 7. Collateral Proceeds: If any Collateral proceeds (including, without limitation, insurance proceeds
or distributions pursuant to any plan of reorganization or other insolvency proceeding with respect to any Indemnitor) are received by Surety with respect to the Collateral Equipment, Surety shall receive and hold such proceeds on behalf of the
other party and shall promptly pay or transfer such proceeds to the other party, with any necessary endorsements. To the extent that there are any excess proceeds from the Collateral Equipment which may be held by Agent following satisfaction in
full of the Indemnitor’s obligations to Agent and the lenders party to the Lender Credit Agreement and the termination of the commitments under the Lender Credit Agreement, Agent shall promptly pay or transfer such proceeds to Surety, with any
necessary endorsements. 
 8. No Prohibition: Neither Agent nor Surety shall enter into any agreement with any Indemnitor prohibiting
such Indemnitor from granting mortgages on, security interests in, or liens on, any Collateral Equipment to secure the obligations of such Indemnitor either to Agent and the lenders in connection with the Lender Credit Agreement or to Surety in
connection with the GIA or the EUA. 
 9. No Impact on Rights and Remedies other than to the Collateral Equipment: Notwithstanding the
respective priorities of security interests and liens above, nothing in this Agreement is intended to or does waive, release, limit, condition or otherwise affect the Surety’s rights and remedies under the EUA and/or the GIA, at law or in
equity, other than as stated in this Agreement with respect to the Collateral Equipment, or Agent’s or any lender’s rights and remedies under and with respect to the Lender Credit Agreement with respect to the Collateral Equipment.

 10. No impact on Surety’s priority use of the Collateral Equipment: Notwithstanding the respective priorities of security
interests and liens above, nothing in this Agreement is intended to waive, release, limit, condition or otherwise affect the Surety’s priority access and use of the Collateral Equipment to perform Surety’s Bonded Obligations, in accordance
with the EUA. 
  

	11.	Notice: All Notices or requests under this Agreement shall be sent as follows: 


Zurich American Insurance Company 
 Attn: Vice President, Surety Underwriting 
 600 Red Brook
Blvd., 4th Floor 

Owings Mills, MD 21117 
 with a copy to thomas.littlefield@zurichna.com 
 Wells Fargo Bank, National
Association 
 Attn: Sushim Shah, Vice President – Global Banking 

1000 Louisiana Street, Suite 400 
 Houston, TX 77002-5027 
 Email: Sushim.Shah@wellsfargo.com 

12. This Agreement shall inure to the benefit of and be binding on the parties executing this Agreement, the parties acknowledging this Agreement, and
their successors and assigns, including, without limitation, following the commencement of any bankruptcy or other insolvency proceeding with respect to any Indemnitor or any Collateral Equipment 

  

			
	Great Lakes Lender-Surety Priority Agreement	  	page 3 of 9









 13. This Agreement may not be amended or altered in any way except in writing executed by the parties to
this Agreement. 
 14. This Agreement may be executed in any number of counterparts with separate signature pages, all of which taken together
shall constitute the Agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of any executed signature page to this Agreement by telecopier or pdf attachment to an email shall be equally
effective as delivery of a manually executed original. 
 15. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without regard to its conflicts of laws principles. 
 SIGNATURE PAGES TO FOLLOW 

(The remainder of this page is intentionally left blank) 

  

			
	Great Lakes Lender-Surety Priority Agreement	  	page 4 of 9









 Signed and sealed this 4th day of June, 2012 

Each of the undersigned hereby affirms to the Surety that he or she is a secretary or a duly authorized officer, manager, trustee or official of the
business entity for which he or she executes the foregoing Agreement. In such capacity the undersigned is familiar with all of the documents which establish the rights which govern the affairs, power and authority of such entity including, to the
extent applicable, the (1) certificate or articles of incorporation, (2) bylaws, (3) corporate resolutions, (4) trust agreements and (5) partnership, and operating or limited liability agreements of such business entity.
Having reviewed all such applicable documents and instruments and such other facts as deemed appropriate, the undersigned hereby affirms that such entity has the power and authority to enter into such Agreement and that he or she is duly authorized
to do so. 
  

			
		  	AGENT
	ATTEST OR WITNESS:	  	WELLS FARGO BANK, N.A.
		  	
	/s/ Alice Libis	  	/s/ Sushim Shah
	  
	  	  

	Name and Title	  	Sushim Shah, Vice President
	 Alice Libis, AVP
	  	
		
		  	SURETY
	ATTEST OR WITNESS:	  	Zurich American Insurance Company
		
	/s/ Mary Cacioppo	  	/s/ Patrick A. Hannigan
	  
	  	  

	Name and Title	  	Patrick A. Hannigan, Senior Regional Vice President
	 Senior Underwriter Assistant
	  	

 Lender-Surety Agreement acknowledged by: 

 

			
		  	INDEMNITOR
	ATTEST OR WITNESS:	  	GREAT LAKES DREDGE & DOCK CORPORATION
		
	/s/ Kathleen M. LaVoy	  	/s/ Bruce J. Biemeck(SEAL)
	  
	  	  

	Name and Title	  	Bruce J. Biemeck, President and Chief Financial Officer
	 Chief Legal Officer
	  	

 (Signatures continued next page) 

  

			
	Great Lakes Lender-Surety Priority Agreement	  	page 5 of 9










			
		  	INDEMNITOR
	ATTEST OR WITNESS:	  	GREAT LAKES DREDGE & DOCK COMPANY, LLC
		  	
	/s/ Kathleen M. LaVoy	  	/s/ Bruce J. Biemeck(SEAL)
	  
	  	  

	Name and Title	  	Bruce J. Biemeck, President and Chief Financial Officer
	 Chief Legal Officer
	  	

  

			
		  	INDEMNITOR
	ATTEST OR WITNESS:	  	LYDON DREDGING & CONSTRUCTION COMPANY, LTD.
		  	
	/s/ Kathleen M. LaVoy	  	/s/ Bruce J. Biemeck(SEAL)
	  
	  	  

	 Name and Title
 Chief Legal
Officer
	  	Bruce J. Biemeck, Executive Vice President and Chief Operating Officer

  

			
		  	INDEMNITOR
	ATTEST OR WITNESS:	  	FIFTY-THREE DREDGING CORPORATION
		  	
	/s/ Kathleen M. LaVoy	  	/s/ Paul E. Dinquel(SEAL)
	  
	  	  

	Name and Title	  	Paul E. Dinquel, Vice President
	 Chief Legal Officer
	  	

  

			
		  	INDEMNITOR
	ATTEST OR WITNESS:	  	DAWSON MARINE SERVICES COMPANY
		  	
	/s/ Kathleen M. LaVoy	  	/s/ Catherine Hoffman(SEAL)
	  
	  	  

	Name and Title	  	Catherine Hoffman, President
	 Chief Legal Officer
	  	

 (Signatures continued next page) 

  

			
	Great Lakes Lender-Surety Priority Agreement	  	page 6 of 9










			
		  	INDEMNITOR
	ATTEST OR WITNESS:	  	GREAT LAKES DREDGE & DOCK ENVIRONMENTAL, INC. (f/k/a Great Lakes Caribbean Dredging, Inc.)
		  	
	/s/ Kathleen M. LaVoy	  	/s/ Bruce J. Biemeck(SEAL)
	  
	  	  

	 Name and Title
 Chief Legal
Officer
	  	Bruce J. Biemeck, Senior Vice President and Chief Financial Officer

  

			
		  	INDEMNITOR
	ATTEST OR WITNESS:	  	NASDI, LLC
		  	
	/s/ Kathleen M. LaVoy	  	/s/ Bruce J. Biemeck(SEAL)
	  
	  	  

	Name and Title	  	Bruce J. Biemeck, Vice President
	 Chief Legal Officer
	  	

  

			
		  	INDEMNITOR
	ATTEST OR WITNESS:	  	NASDI HOLDINGS CORPORATION
		  	
	/s/ Kathleen M. LaVoy	  	/s/ Bruce J. Biemeck(SEAL)
	  
	  	  

	 Name and Title
 Chief Legal
Officer
	  	Bruce J. Biemeck, Vice President and Chief Financial Officer

  

			
		  	INDEMNITOR
	ATTEST OR WITNESS:	  	YANKEE ENVIRONMENTAL SERVICES, LLC
		  	
	/s/ Kathleen M. LaVoy	  	/s/ Bruce J. Biemeck(SEAL)
	  
	  	  

	 Name and Title
 Chief Legal
Officer
	  	Bruce J. Biemeck, Vice President and Chief Financial Officer

 (Signatures continued next page) 

  

			
	Great Lakes Lender-Surety Priority Agreement	  	page 7 of 9










					
		 		 	INDEMNITOR
	ATTEST OR WITNESS:	 		 	GREAT LAKES DREDGE & DOCK (BAHAMAS) LTD.
		 		 	
	/s/ Kathleen M. LaVoy	 		 	/s/ Bruce J. Biemeck(SEAL)
	Name and Title	 		 	Bruce J. Biemeck, Vice President
	 Chief Legal Officer
	 		 	

 (Exhibit follows) 

  

			
	Great Lakes Lender-Surety Priority Agreement	  	page 8 of 9









 EXHIBIT A 
 SCHEDULE OF COLLATERAL EQUIPMENT 
  

			
	 NAME OF VESSEL
	  	 OFFICIAL NUMBER

	 JESSIE
	  	273722
	 ALASKA
	  	283416
	 G.L. 51
	  	288765
	 PONTCHARTRAIN
	  	290028
	 CALIFORNIA
	  	292779
	 BUSTER
	  	504442
	 FLORIDA
	  	506446
	 G.L. 141
	  	538934
	 CAROLINA
	  	552707
	 GL-54
	  	560225
	 NO. 53
	  	566581
	 ILLINOIS
	  	580274
	 JACK
	  	605280
	 DODGE ISLAND
	  	625348
	 TEXAS
	  	627368
	 PADRE ISLAND
	  	639291
	 OHIO
	  	644880
	 G.L. 184
	  	652202
	 UNLOADER NO. 2
	  	667652
	 APACHE
	  	668642
	 KEY WEST
	  	684596
	 G.L. 55
	  	1101368
	 G.L. 142
	  	1139322
	 GL-66
	  	1151814
	 MANHATTAN ISLAND
	  	2694 (RMI Flag)
	 SUGAR ISLAND
	  	2695 (RMI Flag)
	 NOON ISLAND
	  	3097 (RMI Flag)
	 REEM ISLAND
	  	3098 (RMI Flag)


  

			
	Great Lakes Lender-Surety Priority Agreement	  	page 9 of 9