Exhibit
4.2


 


SUPPLEMENTAL INDENTURE


 


This Supplemental Indenture (this “Supplemental
Indenture”),  dated as of December 22, 2003, by
and among 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, and Fifty-Three Dredging Corporation, a New Jersey
corporation (each a “Guaranteeing Subsidiary”  and,
collectively, the “Guaranteeing Subsidiaries”), each of which
is a direct or indirect subsidiary of Great Lakes Dredge & Dock
Corporation, a Delaware corporation (the “Company”), the Company and BNY Midwest
Trust Company, as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T
H


 


WHEREAS, GLDD Merger Sub, Inc. (“GLDD”) has heretofore
executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
December 22, 2003, providing for the issuance of 7 3/4% Senior
Subordinated Notes due 2013 (the “Notes”);


 


WHEREAS, upon the merger of GLDD with and into the
Company pursuant to the Merger Agreement, all of the obligations of GLDD under
the Indenture become obligations of the Company;


 


WHEREAS, the Indenture provides that under certain
circumstances each Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company’s obligations under the
Notes and the Indenture on the terms and conditions set forth herein and in the
Indenture; and


 


WHEREAS, pursuant to Section 9.01 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 Company, each Guaranteeing Subsidiary and the Trustee
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.                                       Assumption
of Obligations.  The Company hereby
expressly assumes all of the respective obligations of GLDD as issuer of the
Notes under the Indenture.


 


3.                                       Agreement
to Guarantee.  Each of the
Guaranteeing Subsidiaries hereby agrees to become subject to the terms of the
Indenture as a Subsidiary Guarantor.


 

















 


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


 


5.                                       No
Recourse Against Others.  No past,
present or future director, officer, employee, incorporator or stockholder of
any Guaranteeing Subsidiary, as such, shall have any liability for any
obligations of the Company or any Guaranteeing Subsidiary under the Notes, the
Indenture, any Subsidiary Guarantees or this Supplemental Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder of Notes by
accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes. 
The waiver and release may not be effective to waive or release
liabilities under the federal securities laws.


 


6.                                       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 JURISDICTION WOULD BE REQUIRED
THEREBY.


 


7.                                       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.


 


8.                                       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 this Supplemental Indenture and shall in no
way modify or restrict any of the terms or provisions hereof.


 


9.                                       Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiaries and the
Company.


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed and attested, all as of
December 22, 2003.


 


	
   

  	
  GREAT LAKES
  DREDGE & DOCK

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Douglas B. Mackie

  	
   

  
	
   

  	
   

  	
  Name: Douglas B.
  Mackie

  
	
   

  	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES
  DREDGE & DOCK COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Douglas B. Mackie

  	
   

  
	
   

  	
   

  	
  Name: Douglas B.
  Mackie

  
	
   

  	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREAT LAKES
  CARIBBEAN DREDGING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Douglas B. Mackie

  	
   

  
	
   

  	
   

  	
  Name: Douglas B.
  Mackie

  
	
   

  	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DAWSON MARINE
  SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Douglas B. Mackie

  	
   

  
	
   

  	
   

  	
  Name: Douglas B.
  Mackie

  
	
   

  	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH AMERICAN
  SITE DEVELOPERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Douglas B. Mackie

  	
   

  
	
   

  	
   

  	
  Name: Douglas B.
  Mackie

  
	
   

  	
   

  	
  Title: Chief
  Executive Officer

  



 


 

















 


	
   

  	
  FIFTY-THREE
  DREDGING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
  Name: Deborah A.
  Wensel

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNY MIDWEST
  TRUST COMPANY, AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mary Callahan

  	
   

  
	
   

  	
   

  	
  Name: Mary
  Callahan

  
	
   

  	
   

  	
  Title: Assistant
  Vice President