Exhibit
10.2


 


SECOND
AMENDMENT TO


THIRD
AMENDED AND RESTATED


UNDERWRITING
AND CONTINUING INDEMNITY AGREEMENT


 


THIS SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT,
dated as of November 14, 2005 (this “Amendment”), is entered into by and
among (i) GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware corporation (“HOLDINGS”),
and the SUBSIDIARIES of HOLDINGS signatories hereto (collectively with
HOLDINGS, the “INDEMNITORS”), (ii) TRAVELERS CASUALTY AND SURETY COMPANY,
a Connecticut corporation (as assignee of Reliance Insurance Company, a
Pennsylvania corporation, United Pacific Insurance Company, a Pennsylvania
corporation, Reliance National Insurance Company, a Delaware corporation, and
Reliance Surety Company, a Delaware corporation) (“TCASC”), and (iii)
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a Connecticut corporation (“TRAVELERS
AMERICA” and together with TCASC, “TRAVELERS”).


 


W I T N E S S E T H:


 


WHEREAS, the INDEMNITORS
and TRAVELERS are parties to a certain Third Amended and Restated Underwriting
and Continuing Indemnity Agreement dated as of December 22, 2003, as amended,
supplemented or otherwise modified from time to time (as amended, supplemented
and modified, the “Agreement”);


 


WHEREAS, the INDEMNITORS
have requested TRAVELERS to amend the Agreement; and


 


WHEREAS, TRAVELERS is
willing to amend the Agreement as provided herein, subject to the terms and
conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the premises, and intending to be legally bound hereby, the
INDEMNITORS and TRAVELERS hereby agree as follows:


 


SECTION 1.  DEFINED
TERMS.


 


Capitalized terms used
herein shall, unless otherwise defined herein, have the meanings provided in
the Agreement.


 


SECTION 2.  AMENDMENTS
TO AGREEMENT.


 


Subject to satisfaction
of the conditions set forth in Section 3 of this Amendment, the
Agreement is hereby amended as follows:


 


(a)                                  Section 1.1 of the Agreement is hereby amended by
inserting the following new definitions in the appropriate alphabetical order:


 





















 


“NASDI” means North
American Site Developers, Inc., a Massachusetts corporation, and, upon
consummation of the NASDI CONVERSION, means North American Site Developers,
LLC, a Delaware limited liability company.


 


“NASDI CONVERSION” means
the conversion of North American Site Developers, Inc., a Massachusetts
corporation, into North American Site Developers, LLC, a Delaware limited
liability company.


 


(b)                                 Section 1.1 of the Agreement is hereby further
amended by deleting “North American Site Developers, Inc.” appearing in the
definition of “LIMITED SUBSIDIARY” and by substituting “NASDI” in place
thereof.


 


(c)                                  Sections 3.1 and 3.2 of the Agreement are
hereby amended by deleting “North American Site Developers, Inc.” each time
appearing in such sections and by substituting “NASDI” in place thereof.


 


(d)                                 Section 6.13(b) of the Agreement is hereby amended by
deleting clause (iv) in its entirety and by substituting the following in place
thereof:


 


(iv)  equity interests issued by NASDI to Persons other
than Holdings or a wholly-owned SUBSIDIARY of HOLDINGS, provided that
the aggregate amount of such equity interests issued to such Persons shall not
exceed (A) prior to the NASDI CONVERSION, twenty-five percent (25%) of the
aggregate equity interests issued by NASDI, and (B) after the NASDI CONVERSION,
thirty-five percent (35%) of the aggregate equity interests issued by NASDI.


 


SECTION 3.  CONDITIONS
PRECEDENT.


 


This Amendment shall be
effective upon receipt by TRAVELERS of the documents listed below:


 


(a)                                this Amendment duly executed by all
parties hereto.


 


SECTION 4.  REPRESENTATIONS
AND WARRANTIES.


 


To induce TRAVELERS to
enter into this Amendment, the INDEMNITORS represent and warrant to TRAVELERS
as of the date hereof and after giving effect to this Amendment that:


 


(a)                                  The representations and warranties
contained in Article V of the Agreement, in Section 4 of each
SECURITY AGREEMENT (A/R), in Section 4 of each SECURITY AGREEMENT
(EQUIPMENT), in Section 4 of the PLEDGE AGREEMENT and in Article I of
each of the VESSEL MORTGAGES, are correct in all material respects on and as of
the date hereof as though made on and as of such date except to the extent
stated to relate to an earlier date, in which case such representation and
warranty shall be correct as of such earlier date; and


 


(b)                                 No EVENT OF DEFAULT has occurred and is
continuing.


 


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SECTION 5.  GENERAL.


 


(a)                                  As hereby modified, the Agreement shall
remain in full force and effect and is hereby ratified, approved and confirmed
in all respects.


 


(b)                                 This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


(c)                                  This Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Amendment.


 


(d)                                 HOLDINGS acknowledges and agrees that any
expense incurred by TRAVELERS in connection herewith and any other documents
referenced herein (if any) and the transactions contemplated hereby, including
reasonable legal fees and out-of-pocket costs and expenses of outside counsel,
shall be fully paid or reimbursed by HOLDINGS.


 


[signature pages follows]


 


3





















 


IN WITNESS WHEREOF, this Amendment has been duly
executed by the parties 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

  
	
   

  	
   

  	
   

  
	
  GREAT LAKES DREDGE
  & DOCK COMPANY,

  LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah A. Wensel

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
  LYDON DREDGING &
  CONSTRUCTION

  COMPANY, LTD.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah A. Wensel

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  FIFTY-THREE DREDGING CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William H. Hanson

  
	
   

  	
  Name:

  	
  William H. Hanson

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
  DAWSON MARINE SERVICES COMPANY

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah A. Wensel

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
  GREAT LAKES CARIBBEAN DREDGING, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah A. Wensel

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  



 


4





















 


	
  NORTH AMERICAN SITE DEVELOPERS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah A. Wensel

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
  JDC SOIL MANAGEMENT
  & DEVELOPMENT

  INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Deborah A. Wensel

  
	
   

  	
  Name:

  	
  Deborah A. Wensel

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
  TRAVELERS CASUALTY AND
  SURETY

  COMPANY

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Damewood

  
	
   

  	
  Name:

  	
  Michael Damewood

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
  TRAVELERS CASUALTY AND
  SURETY

  COMPANY OF AMERICA

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Damewood

  
	
   

  	
  Name:

  	
  Michael Damewood

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  



 


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