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:
