Exhibit
10.2


 


ASSUMPTION AGREEMENT


THIS ASSUMPTION AGREEMENT (this “Agreement”),
dated as of December 26, 2006, is by and between GREAT LAKES DREDGE & DOCK
CORPORATION, a Delaware corporation (formerly named Great Lakes Dredge &
Dock Holdings Corp.) (the “Corporation”), and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation (the “Lender”).


W  I  T  N  E
S  S  E  T  H :


WHEREAS, Great Lakes Dredge & Dock Company, LLC, a
Delaware limited liability company (the “Borrower”), and the Lender
entered into that certain Credit Agreement dated as of December 17, 2003 (as
amended, restated, supplemented or otherwise modified and in effect from time
to time, the “Credit Agreement”), pursuant to which the Lender has
extended the Loan to the Borrower;


WHEREAS, Great Lakes Dredge & Dock Corporation, a
Delaware corporation (the “Guarantor”), entered into that certain
Guaranty Agreement dated as of December 17, 2003 (as amended, restated,
supplemented or otherwise modified and in effect from time to time, the “Guaranty
Agreement”), pursuant to which the Guarantor guaranteed the obligations of
the Borrower under the Credit Agreement and the other Loan Documents;


WHEREAS, contemporaneously with the execution and
delivery of this Agreement, the Guarantor is merging (the “Merger”) with
and into the Corporation with the Corporation as the survivor of such merger
and, following such merger, changing its name to “Great Lakes Dredge & Dock
Corporation”; and 


WHEREAS, the Corporation wishes to expressly assume
the rights, duties and obligations of the Guarantor under the Guaranty
Agreement;


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants contained herein, and other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:


1.             Defined Terms.  Terms capitalized herein and not otherwise
defined herein are used with the meanings ascribed to such terms in the Credit
Agreement.


2.             Assumption of Obligations.  The Corporation hereby expressly assumes and
agrees to be bound by all of the rights, duties and obligations of the
Guarantor under the Guaranty Agreement effective upon the consummation of the
Merger.  The Corporation shall hereafter
be entitled to and fully liable for each and every right, obligation, duty,
representation and covenant of the Guarantor to the same extent as if the
Corporation had been the original party to the Guaranty Agreement.


3.             Representations and Warranties.  The Corporation hereby represents and
warrants to the Lender, in each case after giving effect to the Merger and this
Agreement, as follows:









 



(a)           The Corporation has
the right, power and capacity and has been duly authorized and empowered by all
requisite action to enter into, execute, deliver and perform this Agreement and
all agreements, documents and instruments executed and delivered pursuant to
this Agreement.


(b)           This Agreement
constitutes the Corporation’s legal, valid and binding obligation, enforceable
against it, except as enforcement thereof may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and general principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity or
at law or otherwise).


(c)           The Corporation’s
execution, delivery and performance of this Agreement does not and will not
violate its certificate of incorporation or bylaws, any law, rule, regulation,
order, writ, judgment, decree or award applicable to it or any contractual
provision to which it is a party or to which it or any of its property is
subject.


(d)           No authorization or
approval or other action by, and no notice to or filing or registration with,
any governmental authority or regulatory body (other than those which have been
obtained and are in force and effect) is required in connection with the
execution, delivery and performance by the Corporation of this Agreement and
all agreements, documents and instruments executed and delivered pursuant to
this Agreement.


(e)           No Event of Default
or Default exists under the Credit Agreement or would exist after giving effect
to this Agreement.


4.             Consent. 
The Lender hereby consents to the consummation of the Merger.


5.             Miscellaneous. 
The parties hereto hereby further agree as follows:


(a)           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which, when executed and delivered, shall be deemed to be
an original and all of which counterparts, taken together, shall constitute but
one and the same document with the same force and effect as if the signatures
of all of the parties were on a single counterpart, and it shall not be
necessary in making proof of this Agreement to produce more than one (1) such
counterpart.


(b)           Headings.  Headings used in this Agreement are for
convenience of reference only and shall not affect the construction of this
Agreement.


(c)           Integration.  This Agreement, the other agreements and
documents executed and delivered pursuant to this Agreement, the Credit
Agreement and the other Loan Documents constitute the entire agreement among
the parties hereto with respect to the subject matter hereof.


(d)           Governing Law.  THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS AND 



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DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND
CONFLICTS OF LAWS RULES.


(e)           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the Corporation and the Lender
and their  respective successors and
assigns.  Except as expressly set forth
to the contrary herein, this Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the Corporation, the Borrower
and the Lender and their respective successors and permitted assigns.


[signature pages follow]



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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first written above.


	
   

  	
  GREAT LAKES DREDGE &
  DOCK 

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah A. Wensel

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL 

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan
  Timmerman

  
	
   

  	
  Name:

  	
  Susan Timmerman

  
	
   

  	
  Title:

  	
  Duly Authorized
  Signatory

  



 



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