EX-10.3



 Exhibit 10.3 

EXECUTION VERSION 

AMENDMENT NO. 4 
 TO
CREDIT AGREEMENT 
 THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”), dated as of April 23, 2014, is
made by and among Great Lakes Dredge & Dock Corporation (the “Borrower”), the other “Credit Parties” from time to time party to the Credit Agreement referred to and defined below (together with the Borrower, the
“Credit Parties”), the Lenders (as defined below) signatory hereto and Wells Fargo Bank, National Association (“Wells Fargo”), as the Administrative Agent (in such capacity, the “Administrative
Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to and defined below. 

W I T N E S S E T H: 
 WHEREAS,
the Borrower, the other Credit Parties, the financial institutions from time to time party thereto (collectively, the “Lenders”) and Wells Fargo, as the Administrative Agent for the Lenders, as Swingline Lender and as an Issuing
Lender are parties to that certain Credit Agreement, dated as of June 4, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”); and 

WHEREAS, the Borrower has requested that the Required Lenders, and subject to the terms and conditions set forth herein the Required Lenders
have agreed to, amend certain provisions of the Credit Agreement; 
 NOW, THEREFORE, in consideration of the foregoing premises, the terms
and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Borrower, the other Credit Parties, the Required Lenders and the Administrative Agent, such parties hereby agree as
follows: 
 Section 1. Amendments to the Credit Agreement. Subject to the satisfaction of each of the conditions set forth in
Section 2 of this Amendment, the Credit Agreement is hereby amended as follows: 
 (a) Section 1.1 of the Credit Agreement
is amended to add the following definitions thereto in the appropriate alphabetical order: 
 “NASDI
Bonds” means those certain surety bonds issued by Zurich for the benefit of NASDI, LLC and Yankee Environmental Services, LLC prior to, but which remain outstanding as of, April 23, 2014 . 

“Permitted Zurich Guaranty Obligations” means Guaranty Obligations of the Borrower to Zurich under
that certain Guarantee and Indemnity Agreement dated as of April 23, 2014, executed by the Borrower in favor of Zurich, relating to the NASDI Bonds in an aggregate amount not to exceed $25,000,000. 







 (b) Section 1.1 of the Credit Agreement is amended to delete the definition of Consolidated
Total Indebtedness appearing therein and substitute the following therefor: 
 “Consolidated Total
Indebtedness” of the Borrower, means as of any date of determination, the sum of (without duplication), (a) all Indebtedness (other than (i) contingent Bonding Obligations and (ii) Operating Leases) of the Borrower and its
Subsidiaries on a Consolidated basis which, in accordance with GAAP, should be included as liabilities in the consolidated balance sheet of the Borrower and its Subsidiaries at such time, plus (b) the undrawn face amount of letters of
credit (other than (i) letters of credit issued to (x) Zurich in an aggregate amount not to exceed $20,000,000 to support (A) the Bonding Obligations held by Zurich and/or (B) obligations with respect to the NASDI Bonds and
(y) Travelers pursuant to the terms set forth in the Travelers’ Termination Agreement, (ii) Performance Letters of Credit and (iii) standby letters of credit issued pursuant to the Wells Fargo Agreement) and bank guarantees
(other than those issued to support performance obligations), plus (c) the principal amount of all guarantees executed by such Person (other than the Permitted Zurich Guaranty Obligations, but solely to the extent Zurich has not asserted
any claim for reimbursement from NASDI, LLC, Yankee Environmental Services, LLC or the Borrower with respect to the NASDI Bonds). 
 (c)
Section 9.1 of the Credit Agreement is amended to (i) delete the “and” appearing at the end of clause (t) thereof, (ii) amend and restate clause (u) thereof in its entirety as follows and (iii) add the
following new clause (v) thereto immediately following clause (u) thereof: 
 (u) Permitted Zurich
Guaranty Obligations; and 
 (v) all premiums (if any), interest (including post-petition interest), fees, expenses,
indemnities, charges and additional or contingent interest on obligations described in clauses (a) through (u) of this Section 9.1. 

Section 2. Effectiveness of this Amendment; Conditions Precedent. The provisions of Section 1 of this Amendment shall
be deemed to have become effective as of the date first written above (the “Effective Date”), but such effectiveness shall be expressly conditioned upon the Administrative Agent’s receipt of counterparts of this Amendment duly
executed by the Borrower, the other Credit Parties and the Required Lenders. 
 Section 3. Representations and Warranties. 

(a) The Borrower and each other Credit Party hereby represents and warrants that this Amendment and the Credit Agreement as amended hereby
(collectively, the “Amendment Documents”) constitute legal, valid and binding obligations of the Borrower and the other Credit Parties enforceable against the Borrower and the other Credit Parties in accordance with their terms.


  
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 (b) The Borrower and each other Credit Party hereby represents and warrants that its execution
and delivery of this Amendment, and the performance of the Amendment Documents, have been duly authorized by all proper corporate or limited liability company action, do not violate any provision of its organizational documents, will not violate any
law, regulation, court order or writ applicable to it, and will not require the approval or consent of any governmental agency, or of any other third party under the terms of any contract or agreement to which it or any of its Affiliates is bound
(which has not been previously obtained), including without limitation, the Bonding Agreement, the Wells Fargo Documents and the Note Indenture. 

(c) The Borrower and each other Credit Party hereby represents and warrants that before and after giving effect to the provisions of this
Amendment, (i) no Default or Event of Default has occurred and is continuing or will have occurred and be continuing and (ii) all of the representations and warranties of the Borrower and each other Credit Party contained in the Credit
Agreement and in each other Loan Document (other than representations and warranties which, in accordance with their express terms, are made only as of an earlier specified date) are, and will be, true and correct as of the date of its execution and
delivery hereof or thereof in all material respects as though made on and as of such date. 
 Section 4. Reaffirmation, Ratification
and Acknowledgment. The Borrower and each other Credit Party hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Loan Document to which it is a party, (b) agrees and
acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Loan Documents and (c) agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s, or any
Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from the Borrower or such other Credit
Parties with respect to any subsequent modifications to the Credit Agreement or the other Loan Documents. Except as modified hereby, the Credit Agreement is in all respects ratified and confirmed, and the Credit Agreement as modified by this
Amendment shall be read, taken and so construed as one and the same instrument. Each of the Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. Neither the execution, delivery nor effectiveness of this
Amendment shall operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, or of any Default or Event of Default (whether or not known to the Administrative Agent or the Lenders), under any of the Loan Documents,
except as specifically set forth herein. From and after the effectiveness of this Amendment, (x) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of
like import shall mean and be a reference to the Credit Agreement, as amended hereby and (y) all references to the Credit Agreement appearing in any other Loan Document, or any other document, instrument or agreement executed and/or delivered
in connection therewith, shall mean and be a reference to the Credit Agreement, as amended hereby. 
 Section 5. Governing Law.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 Section 6.
Administrative Agent’s Expenses. The Borrower hereby agrees to promptly reimburse the Administrative Agent for all of the reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent) it has heretofore or hereafter incurred or incurs in connection with the preparation, negotiation and execution of this Amendment and the other documents, agreements and instruments contemplated hereby. 

  
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 Section 7. Counterparts. This Amendment may be executed in counterparts, each of
which shall be an original and all of which when together shall constitute one and the same agreement among the parties. Delivery of any executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be
effective as delivery of a manually executed counterpart hereof. 
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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	 GREAT LAKES DREDGE & DOCK

CORPORATION, as Borrower

		
	By:	 	/s/ Richard Roman
	Name:	 	Richard Roman
	Title:	 	Treasurer
	
	 GREAT LAKES DREDGE & DOCK

ENVIRONMENTAL, INC., as a Credit Party

		
	By:	 	/s/ Katherine M. Hayes
	Name:	 	Katherine M. Hayes
	Title:	 	Treasurer
	
	 GREAT LAKES DREDGE & DOCK

COMPANY, LLC, as a Credit Party

		
	By:	 	/s/ Richard Roman
	Name:	 	Richard Roman
	Title:	 	Treasurer
	
	DAWSON MARINE SERVICES COMPANY, as a Credit Party
		
	By:	 	/s/ Catherine M. Hoffman
	Name:	 	Catherine M. Hoffman
	Title:	 	President
	
	 NASDI HOLDINGS CORPORATION, as a


Credit Party

		
	By:	 	/s/ Katherine M. Hayes
	Name:	 	Katherine M. Hayes
	Title:	 	Treasurer


  

  
 Signature Page to

 Amendment No.4 to GLDD Credit Agreement 








 
			
	NASDI, LLC, as a Credit Party
		
	By:	 	/s/ Katherine M. Hayes
	Name:	 	Katherine M. Hayes
	Title:	 	Treasurer
	
	FIFTY-THREE DREDGING CORPORATION, as a Credit Party
		
	By:	 	/s/ Paul E. Dinquel
	Name:	 	Paul E. Dinquel
	Title:	 	Vice President
	
	YANKEE ENVIRONMENTAL SERVICES, LLC, as a Credit Party
		
	By:	 	/s/ Katherine M. Hayes
	Name:	 	Katherine M. Hayes
	Title:	 	Treasurer
	
	TERRA CONTRACTING SERVICES, LLC, as a Credit Party
		
	By:	 	/s/ Katherine M. Hayes
	Name:	 	Katherine M. Hayes
	Title:	 	Treasurer



  
 Signature Page to

 Amendment No.4 to GLDD Credit Agreement 








 
			
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Administrative Agent and as a Lender

		
	By:	 	/s/ Sushim Shah
	Name:	 	Sushim Shah
	Title:	 	VP



  
 Signature Page to

 Amendment No.4 to GLDD Credit Agreement 








 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	/s/ Jonathan M. Phillips
	Name:	 	Jonathan M. Phillips
	Title:	 	Senior Vice President



  
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 Amendment No.4 to GLDD Credit Agreement 








 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ Patrick Flaherty
	Name:	 	Patrick Flaherty
	Title:	 	Vice President



  
 Signature Page to

 Amendment No.4 to GLDD Credit Agreement 








 
			
	BMO HARRIS FINANCING, INC., as a Lender
		
	By:	 	/s/ John Armstrong
	Name:	 	John Armstrong
	Title:	 	Director



  
 Signature Page to

 Amendment No.4 to GLDD Credit Agreement 








 
			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	/s/ Robert R. Mangers
	Name:	 	Robert R. Mangers
	Title:	 	Vice President



  
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 Amendment No.4 to GLDD Credit Agreement 








 
			
	 DEUTSCHE BANK AG, NEW YORK

BRANCH, as a Lender

		
	By:	 	/s/ Mary Kay Coyle
	Name:	 	Mary Kay Coyle
	Title:	 	Managing Director
		
	By:	 	/s/ Peter Cucchiara
	Name:	 	Peter Cucchiara
	Title:	 	Vice President



  
 Signature Page to

 Amendment No.4 to GLDD Credit Agreement