REGISTRATION RIGHTS AGREEMENT Dated as of November 24, 2014 Among GREAT LAKES DREDGE & DOCK CORPORATION THE GUARANTORS NAMED HEREIN and DEUTSCHE BANK SECURITIES INC. 7.375% Senior Notes due 2019Registration Rights Agreement • November 24th, 2014 • Great Lakes Dredge & Dock CORP • Heavy construction other than bldg const - contractors • New York
This Registration Rights Agreement (this “Agreement”) is dated as of November 24, 2014, by and among GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware Corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”), and DEUTSCHE BANK SECURITIES INC. (the “Initial Purchaser”). The Company and the Guarantors are collectively referred to as the “Issuers.”
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 24th, 2014 • Great Lakes Dredge & Dock CORP • Heavy construction other than bldg const - contractors • New York
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.
Great Lakes Dredge & Dock Corporation 7.375% Senior Notes due 2019 PURCHASE AGREEMENTPurchase Agreement • November 24th, 2014 • Great Lakes Dredge & Dock CORP • Heavy construction other than bldg const - contractors • New York
We have acted as special counsel to Great Lakes Dredge & Dock Corporation, a Delaware corporation (the “Company”), in connection with (a) the issuance and sale of $25,000,000 in aggregate principal amount of the Company’s 7.375% Senior Notes due 2019 (the “Notes”) that will be a further issuance of the $250,000,000 in aggregate principal amount of 7.375% Senior Notes due 2019 previously issued pursuant to that certain Indenture dated as of January 28, 2011, as supplemented by that certain First Supplemental Indenture dated as of May 6, 2011, that certain Second Supplemental Indenture dated as of January 15, 2013 and that certain Third Supplemental Indenture dated as of November 24, 2014 (as so supplemented, the “Indenture”), by and among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and sold to you pursuant to the Purchase Agreement dated November 19, 2014 (the “Purchase Agreement”) by and among the Company, the G
