EX-4.4



 Exhibit 4.4 

THIRD SUPPLEMENTAL INDENTURE 

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 19, 2014, is by and among Terra
Fluid Management, LLC, a Delaware limited liability company (“Terra Fluid”), Great Lakes Environmental & Infrastructure Solutions, LLC, a Delaware limited liability company (“GLEIS, LLC”), and Magnus
Pacific Corporation, a California corporation (“Magnus”, and together with Terra Fluid and GLEIS, LLC, the “New Guarantors”), each a subsidiary of Great Lakes Dredge & Dock Corporation, as issuer (the
“Company”), the Company, the existing Guarantors and and Wells Fargo Bank, National Association, as trustee. 
 WITNESSETH

 WHEREAS, the Company and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended,
supplemented or otherwise modified, the “Indenture”), dated as of January 28, 2011, providing for the issuance of 7.375% Senior Notes due 2019 (the “Notes”); 

WHEREAS, Section 4.15 of the Indenture provides that under certain circumstances the New Guarantors shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the obligations of the Company under the Notes and the Indenture on the terms and conditions set forth herein (the
“Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Guarantors and the Company
are 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 New Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of each other and the Holders of the Notes as follows: 

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

2. Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with all existing Guarantors (if any), to
provide an unconditional Guarantee on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and
agreements of a Guarantor under the Indenture. 
 3. No Recourse Against Others. No past, present or future director, manager,
officer, employee, incorporator, stockholder or member of the Company, any Guarantor, any parent entity of the Company or any Subsidiary thereof, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes,
the Indenture, the Guarantees 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 liabilities under the federal securities laws. 

4. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 12.02 of the Indenture.








 5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 6. GOVERNING LAW.
THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to
the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

8. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof. 

9. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
 Dated: November 19, 2014 

 

			
	NEW GUARANTORS:
	
	TERRA FLUID MANAGEMENT, LLC
		
	By:	 	 /s/ Katherine M. Hayes

		 	Name: Katherine M. Hayes
		 	Title: Treasurer
	
	GREAT LAKES ENVIRONMENTAL & INFRASTRUCTURE SOLUTIONS, LLC
		
	By:	 	 /s/ Mark W. Marinko

		 	Name: Mark W. Marinko
		 	Title: Senior Vice President and Chief Financial Officer
	
	MAGNUS PACIFIC CORPORATION
		
	By:	 	 /s/ Katherine M. Hayes

		 	Name: Katherine M. Hayes
		 	Title: Assistant Treasurer
	
	COMPANY:
	
	 GREAT LAKES DREDGE & DOCK CORPORATION,

a Delaware corporation

		
	By:	 	 /s/ Mark W. Marinko

		 	Mark W. Marinko
		 	Senior Vice President and Chief Financial Officer
	
	GUARANTORS:
	
	 GREAT LAKES DREDGE & DOCK COMPANY,

LLC, a Delaware limited liability company

		
	By:	 	 /s/ Mark W. Marinko

		 	Mark W. Marinko
		 	Senior Vice President and Chief Financial Officer


 Signature Page to Third Supplemental Indenture 







 
			
	DAWSON MARINE SERVICES COMPANY,
	a Delaware corporation
		
	By:	 	 /s/ Catherine Hoffman

		 	Catherine Hoffman
		 	President
	
	GREAT LAKES DREDGE & DOCK ENVIRONMENTAL, INC. (F/K/A GREAT LAKES CARIBBEAN DREDGING, INC.), a Delaware corporation
		
	By:	 	 /s/ Katherine M. Hayes

		 	Katherine M. Hayes
		 	Treasurer
	
	 NASDI HOLDINGS CORPORATION,
 a
Delaware corporation

		
	By:	 	 /s/ Katherine M. Hayes

		 	Katherine M. Hayes
		 	Treasurer
	
	 FIFTY-THREE DREDGING CORPORATION,
 a
New Jersey corporation

		
	By:	 	 /s/ Paul E. Dinquel

		 	Paul E. Dinquel
		 	Vice President
	
	 TERRA CONTRACTING SERVICES, LLC,
 a
Delaware limited liability company

		
	By:	 	 /s/ Katherine M. Hayes

		 	Katherine M. Hayes
		 	Treasurer



  
 Signature Page to Third
Supplemental Indenture 








 TRUSTEE: 
  

					
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	 /s/ Julius R. Zamora

		 	Name: Julius R. Zamora
		 	Title:   Vice President



  
 Signature Page to Third
Supplemental Indenture