**Exhibit 10.1**

 

**SECOND SUPPLEMENTAL INDENTURE**

 

This Supplemental Indenture (this “Supplemental Indenture”),dated as of July 12, 2004, by and among Great Lakes Dredge & DockCompany, LLC, a Delaware limited liability company (the “GuaranteeingSubsidiary”), Great Lakes Dredge & Dock Corporation, a Delawarecorporation (the “Issuer”), Great Lakes Dredge & Dock Company,a New Jersey corporation**,**Great LakesCaribbean Dredging, Inc., a Delaware corporation, Dawson Marine ServicesCompany, a Delaware corporation, North American Site Developers, Inc., aMassachusetts corporation, Fifty-Three Dredging Corporation, a New Jerseycorporation, and JDC Soil Management & Development Inc., aMassachusetts 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 previouslyexecuted 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 GuaranteeingSubsidiary is required to become a Subsidiary Guarantor and execute asupplemental indenture to the Indenture; and

 

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

 

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

 

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

 

2.          Agreementto Guarantee.  The GuaranteeingSubsidiary hereby agrees as follows:

 

(1)        Alongwith all Subsidiary Guarantors named in the Indenture, to unconditionallyguarantee (each such guarantee to be referred to herein as a “SubsidiaryGuarantee”) to each Holder of a Note authenticated and delivered by theTrustee and to the Trustee and its successors and assigns, irrespective of thevalidity and enforceability of this Supplemental Indenture, the Notes or theobligations of the Issuer hereunder or thereunder, that:  (i) the

 

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principal of and interest on the Notes will be promptly paid in fullwhen due, whether at maturity, by acceleration, redemption or otherwise, andinterest on the overdue principal of and interest on the Notes, if any, iflawful, and all other obligations of the Issuer to the Holders or the Trusteehereunder or thereunder will be promptly paid in full or performed, all inaccordance with the terms hereof and thereof; and (ii) in case of anyextension of time of payment or renewal of any Notes or any of such otherobligations, that same will be promptly paid in full when due or performed inaccordance with the terms of the extension or renewal, whether at statedmaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performanceso guaranteed for whatever reason, the Guaranteeing Subsidiary shall be jointlyand severally obligated to pay the same immediately.  The Guaranteeing Subsidiary agrees that thisis a guarantee of payment and not a guarantee of collection.

 

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

 

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

 

(4)        TheGuaranteeing Subsidiary agrees that it shall not be entitled to any right ofsubrogation in relation to the Holders in respect of any Subsidiary Guaranteeuntil payment in full of all obligations guaranteed under this SupplementalIndenture. The Guaranteeing Subsidiary further agrees that, as between it, onthe one hand, and The Holders and the Trustee, on the other hand, (x) thematurity of The obligations guaranteed hereby may be accelerated as provided

 

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

 

3.          Incorporationof Terms of Indenture. The obligations of the Guaranteeing Subsidiary underthe Subsidiary Guarantee shall be governed in all respects by the terms of theIndenture and shall constitute a Subsidiary Guarantee thereunder. Each of theparties hereto shall be bound by the terms of the Indenture as they relate tothe Subsidiary Guarantees.

 

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

 

5.          GoverningLaw. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TOCONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLEPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWSOF ANOTHER JURSDICTION WOULD BE REQUIRED THEREBY.

 

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

 

7.          Effectof Headings. The headings in this Supplemental Indenture have been insertedfor convenience of reference only, are not to be considered a part of hisSupplemental Indenture and shall in no way modify or restrict any of the termsor provisions hereof.

 

8.          Disclaimerby Trustee. The Trustee makes no representation as to the validity of thisSupplemental Indenture or the proper authorization or due execution of thisSupplemental Indenture by the Issuer, the Existing Guarantors or theGuaranteeing Subsidiary.

 

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IN WITNESS WHEREOF, the parties hereto have caused this SupplementalIndenture 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 |

 

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|   | 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 |

 

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