Exhibit 10.2


 


FIRST AMENDMENT TO

THIRD
AMENDED AND RESTATED

UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT


 


THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT, dated as of September 30, 2004
(the “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 the INTERCREDITOR AGREEMENT;


 


WHEREAS, GLDDC intends to merge (the “GLDDC
Merger”) with and into Great Lakes Dredge & Dock Company, LLC, a
Delaware limited liability company and a wholly-owned subsidiary of HOLDINGS (“Great
Lakes LLC”), with Great Lakes LLC being the entity surviving the GLDDC
Merger;


 


WHEREAS, the GLDDC Merger is permitted under the
Agreement as long as (a) HOLDINGS will be in compliance with Sections 6.19
and 6.20 of the Agreement after giving effect to the GLDDC Merger and
(b) each party to the GLDDC Merger is an INDEMNITOR; and


 


WHEREAS, TRAVELERS is willing to amend the
Agreement and the INTERCREDITOR AGREEMENT as provided herein and, among other
things, to confirm the validity of all outstanding BONDS upon the consummation
of the GLDDC Merger, 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 4 of this Amendment, the Agreement is hereby amended as
follows:


 


(a)           Section
1.1 of the Agreement is hereby amended to delete the definition of “GLDDC”
in its entirety and to replace such definition with the following:


 


“GLDDC” means Great Lakes Dredge & Dock
Company, a New Jersey corporation, and, upon the effectiveness of the GLDDC
MERGER, thereafter means Great Lakes Dredge & Dock Company, LLC, a Delaware
limited liability company.”


 


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


 


“GLDDC MERGER” means the merger of Great Lakes
Dredge & Dock Company, a New Jersey corporation, with and into Great Lakes
Dredge & Dock Company, LLC, a Delaware limited liability company and the
survivor of such merger.


 


“NET WORTH” means, at any date of determination,
total stockholder’s equity as set forth on the most recently available annual
consolidated balance sheet of HOLDINGS and its consolidated SUBSIDIARIES
(excluding from the determination thereof the effects of any non-cash goodwill
or other intangible asset impairment charges resulting from the application of
SFAS No. 142).


 


(c)           Section
6.19 of the Agreement is hereby amended by deleting the reference therein
to “$90,000,000” and in its place substituting “$82,500,000”.


 


SECTION 3.  ACKNOWLEDGEMENT WITH RESPECT TO THE GLDDC
MERGER.


 


TRAVELERS hereby acknowledges and agrees, for the
benefit of GLDDC, Great Lakes LLC, their respective AFFILIATES and each
OBLIGEE, that, upon effectiveness of the GLDDC Merger, (a) each outstanding
BOND shall continue to be valid, enforceable and in full force and effect and
(b) any reference in any BOND to Great Lakes Dredge & Dock Company shall be
deemed to be a reference to Great Lakes Dredge & Dock Company, LLC (as
successor by merger to Great Lakes Dredge & Dock Company).


 


SECTION 4. CONDITIONS
PRECEDENT.


 


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


 


2

















 


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


 


(b)           a supplement to the Second Preferred
Fleet Mortgage duly executed by GLDDC in favor of TRAVELERS substantially in
the form of Exhibit A attached hereto; and


 


(c)           the First Amendment to Intercreditor
Agreement duly executed by all parties thereto other than TRAVELERS
substantially in the form of Exhibit B attached hereto.


 


SECTION 5. 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.


 


SECTION 6. 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.


 


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left blank]


 


3

















 


IN WITNESS WHEREOF, this Amendment is executed by
the parties on the day and date first set forth 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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
					



 


[SIGNATURE PAGE TO FIRST AMENDMENT]


 

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  GREAT LAKES DREDGE & DOCK COMPANY,

  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deborah A. Wensel

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Deborah
  A. Wensel

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  TRAVELERS CASUALTY AND SURETY

  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRAVELERS CASUALTY AND SURETY

  COMPANY OF AMERICA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


	
   

  	
  NORTH
  AMERICAN SITE DEVELOPERS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Deborah
  A. Wensel

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  JDC
  SOIL MANAGEMENT & DEVELOPMENT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Deborah
  A. Wensel

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  GREAT LAKES DREDGE & DOCK COMPANY,

  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Deborah
  A. Wensel

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President, Chief Financial

  Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  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