EX-10.3



 Exhibit 10.3 

FIRST RIDER TO 
 GENERAL
AGREEMENT OF INDEMNITY 
  
 



 
 DATE OF GIA: September 7, 2011 

DATE OF RIDER: June 4, 2012 
 THIS FIRST RIDER TO
GENERAL AGREEMENT OF INDEMNITY (“Rider”) shall be attached to and incorporated into the General Agreement of Indemnity (“GIA”), dated above which has been executed by GREAT LAKES DREDGE & DOCK CORPORATION, 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., as Contractors and Indemnitors (“Indemnitors”), on behalf of 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”). 
 WHEREAS the Credit Facility provided to Indemnitors by Wells Fargo Bank, N.A. as Agent for the lenders has replaced the Credit
Facility provided by Bank of America, N.A. as Administrative Agent, and therefore a new Equipment Utilization Agreement is being executed; and 
 WHEREAS
the parties desire to modify the GIA accordingly, 
 THEREFORE it is understood and agreed as follows: 

1. The Definition of “Equipment Utilization Agreement” in the GIA is deleted in its entirety and replaced with the following new definition of
“Equipment Utilization Agreement”: 
 “Equipment Utilization Agreement” means the Equipment Utilization Agreement
dated June 4, 2012, by and among the Surety, the Indemnitors and Wells Fargo Bank, N.A., as Administrative Agent, as the same may be amended, restated, supplemented, modified or replaced from time to time. 

2. Nothing in this Rider shall waive, amend or affect the terms and conditions contained in the GIA, other than as indicated above. 

SIGNATURE PAGES TO FOLLOW 

(The remainder of this page is intentionally left blank) 

  

			
	First Rider to General Agreement of Indemnity	  	page 1 of 4









 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. 
  

							
		 		 	INDEMNITOR	 	
		 		 	GREAT LAKES DREDGE & DOCK CORPORATION
	ATTEST OR WITNESS:	 		 		 	
				
	/s/ Kathleen LaVoy, CLO	 	  
	 	/s/ Bruce J. Biemeck	 	(SEAL)
	Name and Title	 		 	Bruce J. Biemeck, President and Chief Financial Officer

  

							
		 		 	INDEMNITOR	 	
		 		 	GREAT LAKES DREDGE & DOCK COMPANY, LLC
	ATTEST OR WITNESS:	 		 		 	
				
	/s/ Kathleen LaVoy, CLO	 	  
	 	/s/ Bruce J. Biemeck	 	(SEAL)
	Name and Title	 		 	Bruce J. Biemeck, President and Chief Financial Officer

  

							
		 		 	INDEMNITOR	 	
		 		 	LYDON DREDGING & CONSTRUCTION COMPANY, LTD.
	ATTEST OR WITNESS:	 		 		 	
				
	/s/ Kathleen LaVoy, CLO	 	  
	 	/s/ Bruce J. Biemeck	 	(SEAL)
	Name and Title	 		 	Bruce J. Biemeck, Executive Vice President and Chief Operating Officer

 (Signatures continued next page) 

  

			
	First Rider to General Agreement of Indemnity	  	page 2 of 4










							
		 		 	INDEMNITOR	 	
		 		 	FIFTY-THREE DREDGING CORPORATION
	ATTEST OR WITNESS:	 		 		 	
				
	/s/ Kathleen LaVoy, CLO	 	  
	 	/s/ Paul E. Dinquel	 	(SEAL)
	Name and Title	 		 	Paul E. Dinquel, Vice President

  

							
		 		 	INDEMNITOR	 	
		 		 	DAWSON MARINE SERVICES COMPANY
	ATTEST OR WITNESS:	 		 		 	
				
	/s/ Kathleen LaVoy, CLO	 	  
	 	/s/ Catherine Hoffman	 	(SEAL)
	Name and Title	 		 	Catherine Hoffman, President

  

							
		 		 	INDEMNITOR	 	
		 		 	GREAT LAKES DREDGE & DOCK ENVIRONMENTAL, INC. (f/k/a Great Lakes Caribbean Dredging, Inc.)
	ATTEST OR WITNESS:	 		 		 	
				
	/s/ Kathleen LaVoy, CLO	 	  
	 	/s/ Bruce J. Biemeck	 	(SEAL)
	Name and Title	 		 	Bruce J. Biemeck, Senior Vice President and Chief Financial Officer

  

							
		 		 	INDEMNITOR	 	
		 		 	NASDI, LLC
	ATTEST OR WITNESS:	 		 		 	
				
	/s/ Kathleen LaVoy, CLO	 	  
	 	/s/ Bruce J. Biemeck	 	(SEAL)
	Name and Title	 		 	Bruce J. Biemeck, Vice President

 (Signatures continued next page) 

  

			
	First Rider to General Agreement of Indemnity	  	page 3 of 4










							
		 		 	INDEMNITOR	 	
		 		 	NASDI HOLDINGS CORPORATION
	ATTEST OR WITNESS:	 		 		 	
				
	/s/ Kathleen LaVoy, CLO	 	  
	 	/s/ Bruce J. Biemeck	 	(SEAL)
	Name and Title	 		 	Bruce J. Biemeck, Vice President and Chief Financial Officer

  

							
		 		 	INDEMNITOR	 	
		 		 	YANKEE ENVIRONMENTAL SERVICES, LLC
	ATTEST OR WITNESS:	 		 		 	
				
	/s/ Kathleen LaVoy, CLO	 	  
	 	/s/ Bruce J. Biemeck	 	(SEAL)
	Name and Title	 		 	Bruce J. Biemeck, Vice President and Chief Financial Officer

  

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

  

  

			
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