0000912057-01-504555 Sample Contracts

FIRST AMENDMENT to SECOND AMENDED AND RESTATED UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT
Underwriting and Continuing Indemnity Agreement • March 21st, 2001 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED UNDERWRITING AND CONTINUING INDEMNITY AGREEMENT dated as of June 13, 2000 (the "Amendment") is entered into by and among (i) GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware corporation ("HOLDINGS"), and the SUBSIDIARIES of HOLDINGS from time to time signatories hereto (collectively with HOLDINGS, the "INDEMNITORS"), and (ii) 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 (collectively, the foregoing parties are referred to herein as "RELIANCE").

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • March 21st, 2001 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • Illinois

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT ("Agreement") is being executed and delivered as of October 23, 2000, by and among Great Lakes Dredge & Dock Corporation, a Delaware corporation (the "Borrower"), the other "Loan Parties" from time to time party to the Credit Agreement referred to and defined below (collectively, the "Loan Parties"), the financial institutions from time to time party to such Credit Agreement referred to and defined below (collectively, the "Lenders") and Bank of America, N.A. (as successor to Bank of America National Trust and Savings Association), as representative of the Lenders (in such capacity, the "Administrative Agent"). Undefined Capitalized terms used herein shall have the meanings ascribed to such terms in such Credit Agreement.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 21st, 2001 • Great Lakes Dredge & Dock Corp • Heavy construction other than bldg const - contractors • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of June 15, 2000, among Great Lakes Caribbean Dredging, Inc., a Delaware corporation (the "Guaranteeing Subsidiary"), a subsidiary of Great Lakes Dredge & Dock Corporation (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the indenture referred to below (the "Trustee").

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