Third Amended and Restated Underwriting and Continuing Indemnity Agreement

Indemnification Agreement

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Great Lakes Dredge & Dock Company | Travelers Casualty and Surety Company

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Title: Third Amended and Restated Underwriting and Continuing Indemnity Agreement
Date: 9/21/2006

Third Amended and Restated Underwriting and Continuing Indemnity Agreement, Parties: great lakes dredge & dock company , travelers casualty and surety company

Exhibit 10.1

September 19, 2006

Great Lakes Dredge & Dock Company
Attn: Ms. Deb Wensel
2122 York Road
Oak Brook IL 60523

Dear Deb:

It is our understanding that the Net Worth of Great Lakes Dredge & Dock Corporation and its subsidiaries (GLDD) may fall below $82.5 million, the minimum Net Worth that GLDD is required to maintain under Section 6.19 of the Third Amended and Restated Underwriting and Continuing Indemnity Agreement (as amended).

Travelers Casualty and Surety Company and Travelers Casualty and Surety Company of America (collectively, “Travelers”) here

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