Exhibit 10.1


 


SECOND SUPPLEMENTAL INDENTURE


 


This Supplemental Indenture (this “Supplemental Indenture”),
dated as of July 12, 2004, by and among Great Lakes Dredge & Dock
Company, LLC, a Delaware limited liability company (the “Guaranteeing
Subsidiary”), Great Lakes Dredge & Dock Corporation, a Delaware
corporation (the “Issuer”), Great Lakes Dredge & Dock Company,
a New Jersey corporation, Great Lakes
Caribbean Dredging, Inc., a Delaware corporation, Dawson Marine Services
Company, a Delaware corporation, North American Site Developers, Inc., a
Massachusetts corporation, Fifty-Three Dredging Corporation, a New Jersey
corporation, and JDC Soil Management & Development Inc., a
Massachusetts corporation (each an “Existing Guarantor” and,
collectively, the “Existing Guarantors”) and BNY Midwest Trust Company,
as trustee under the Indenture referred to below (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the Issuer and the Existing Guarantors have previously
executed and delivered to the Trustee an indenture, dated as of December 22,
2003, as supplemented and amended from time to time (the “Indenture”),
providing for the issuance of an aggregate principal amount of up to
$175,000,000 of 7 3⁄4% Senior Subordinated Notes due 2013 (the “Notes”);


 


WHEREAS, pursuant to Section 4.19 of the Indenture, the Guaranteeing
Subsidiary is required to become a Subsidiary Guarantor and execute a
supplemental indenture to the Indenture; and


 


WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:


 


1.          Capitalized
Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.


 


2.          Agreement
to Guarantee.  The Guaranteeing
Subsidiary hereby agrees as follows:


 


(1)        Along
with all Subsidiary Guarantors named in the Indenture, to unconditionally
guarantee (each such guarantee to be referred to herein as a “Subsidiary
Guarantee”) to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Supplemental Indenture, the Notes or the
obligations of the Issuer hereunder or thereunder, that:  (i) the


 





















 


principal of and interest on the Notes will be promptly paid in full
when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Issuer to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (ii) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. 
Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guaranteeing Subsidiary shall be jointly
and severally obligated to pay the same immediately.  The Guaranteeing Subsidiary agrees that this
is a guarantee of payment and not a guarantee of collection.


 


(2)        The
Guaranteeing Subsidiary hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this Supplemental Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuer, any action
to enforce the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of any other Subsidiary Guarantor. The
Guaranteeing Subsidiary hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the Issuer,
protest , notice and all demands whatsoever and covenants that its Subsidiary
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes, the Indenture and this Subsidiary
Guarantee.


 


(3)        If
any Holder or the Trustee is required by any court or otherwise to return to
the Issuer, to any Subsidiary Guarantor, or any custodian, trustee, liquidator
or other similar official acting in relation to either the Issuer or to any
Subsidiary Guarantor, any amount paid by either the Trustee or such Holder, the
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.


 


(4)        The
Guaranteeing Subsidiary agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Subsidiary Guarantee
until payment in full of all obligations guaranteed under this Supplemental
Indenture. The Guaranteeing Subsidiary further agrees that, as between it, on
the one hand, and The Holders and the Trustee, on the other hand, (x) the
maturity of The obligations guaranteed hereby may be accelerated as provided


 





















 


in Article 6 of the Indenture for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in Article 6
of the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guaranteeing Subsidiary for the purpose
of this Subsidiary Guarantee. The Guaranteeing Subsidiary shall have the right
to seek contribution from any non-paying Subsidiary Guarantor so long as the
exercise of such right does not impair the rights of the Holders under this
Subsidiary Guarantee.


 


3.          Incorporation
of Terms of Indenture. The obligations of the Guaranteeing Subsidiary under
the Subsidiary Guarantee shall be governed in all respects by the terms of the
Indenture and shall constitute a Subsidiary Guarantee thereunder. Each of the
parties hereto shall be bound by the terms of the Indenture as they relate to
the Subsidiary Guarantees.


 


4.          No
Recourse Against Others. No past, present or future director, officer,
employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have
any person liability under this Subsidiary Guarantee by reason of his, her or
its status as such director, officer, employee, incorporator or stockholder.


 


5.          Governing
Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURSDICTION WOULD BE REQUIRED THEREBY.


 


6.          Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


7.          Effect
of Headings. The headings in this Supplemental Indenture have been inserted
for convenience of reference only, are not to be considered a part of his
Supplemental Indenture and shall in no way modify or restrict any of the terms
or provisions hereof.


 


8.          Disclaimer
by Trustee. The Trustee makes no representation as to the validity of this
Supplemental Indenture or the proper authorization or due execution of this
Supplemental Indenture by the Issuer, the Existing Guarantors or the
Guaranteeing Subsidiary.


 





















 


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of July 12, 2004.


 


 


	
   

  	
  GREAT LAKES DREDGE & DOCK COMPANY, 

  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Wensel

  
	
   

  	
   

  	
  Title:   Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES DREDGE & DOCK CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Wensel

  
	
   

  	
   

  	
  Title:   Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES DREDGE & DOCK COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Wensel

  
	
   

  	
   

  	
  Title:   Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES CARIBBEAN DREDGING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Wensel

  
	
   

  	
   

  	
  Title:   Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
  DAWSON MARINE SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Wensel

  
	
   

  	
   

  	
  Title:   Sr. VP & CFO

  



 





















 


	
   

  	
  NORTH AMERICAN SITE DEVELOPERS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Wensel

  
	
   

  	
   

  	
  Title:   Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
  FIFTY-THREE DREDGING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Dinquel

  	
   

  
	
   

  	
   

  	
  Name: Paul Dinquel

  
	
   

  	
   

  	
  Title:   VP

  
	
   

  	
   

  
	
   

  	
  JDC SOIL MANAGEMENT & DEVELOPMENT INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
  Name: Deborah A. Wensel

  
	
   

  	
   

  	
  Title:   Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY, As Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Bartolini

  	
   

  
	
   

  	
   

  	
  Name: J. Bartolini

  
	
   

  	
   

  	
  Title:   Vice President