0001047469-04-010144 Sample Contracts

AMENDMENT TO INDENTURE
Dawson Dredging Co • March 31st, 2004 • Heavy construction other than bldg const - contractors • New York

This Amendment to Indenture (this "Amendment"), dated as of January 30, 2004, is made by and between Great Lakes Dredge & Dock Corporation, a Delaware corporation (the "Company"), and BNY Midwest Trust Company, as trustee (the "Trustee") under the Indenture (as defined below). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

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SUPPLEMENTAL INDENTURE
Dawson Dredging Co • March 31st, 2004 • Heavy construction other than bldg const - contractors • New York

This Supplemental Indenture (this "Supplemental Indenture"), dated as of February 27, 2004, by and among JDC Soil Management & Development Inc., a Massachusetts corporation (the "Guaranteeing Subsidiary"), which is a direct subsidiary of Great Lakes Dredge & Dock Corporation, a Delaware corporation (the "Issuer"), the Issuer, 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 an "Existing Guarantor" and, collectively, the "Existing Guarantors") and BNY Midwest Trust Company, as trustee under the Indenture referred to below (the "Trustee").

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