Common use of ELECTION OF LAW Clause in Contracts

ELECTION OF LAW. This note shall be governed by and construed under the law of the State of Louisiana. Each party agrees that any action arising out of this note, or any renewals or substitutions for this note, may be brought in any competent court in the Parish of Orleans, State of Louisiana. This note, together with that certain Commercial Promissory Note (Revolving) dated the date hereof, in the principal sum of $10,000,000.00, executed by Borrower, payable to the order of Whitney, bearing interest at the per annum rate set forth herein (the "WHITNEY NOTE"), is given in renewal and rearrangement and not in novation or discharge of: (a) that certain promissory note of Borrower payable to the order of Bank, dated October 24, 2001, in the amount of $10,000,000.00, and (b) that certain promissory note of Borrower payable to the order of Whitney, dated October 24, 2001, in the amount of $10,000,000.00 (both of the foregoing promissory notes being collectively referred to as the "ORIGINAL NOTES"). The indebtedness evidenced by this note and the Whitney Note is a continuation of and an increase in the indebtedness evidenced by the Original Notes, which indebtedness is in no way extinguished or diminished hereby, and nothing contained in this note shall be construed (a) as a novation of the Original Notes or any collateral securing same; (b) as payment of any amount of principal or interest on the Original Notes; or (c) to release, cancel, terminate, or otherwise impair the status or priority of the liens created by the Collateral Documents (as defined in the Loan Agreement) and Borrower hereby ratifies, confirms, and approves the continuing existence, validity, priority, and binding effect of the Collateral Documents. BORROWER: GULF ISLAND FABRICATION, INC.

ELECTION OF LAW. This note shall be governed by and construed --------------- under the law of the State of Louisiana. Each party agrees that any action arising out of this note, or any renewals or substitutions for this note, may be brought in any competent court in the Parish of Orleans, State of Louisiana. This note, together with that certain Commercial Promissory Note (Revolving) dated the date hereof, in the principal sum of $10,000,000.00, executed by Borrower, payable to the order of Whitney, bearing interest at the per annum rate set forth herein (the "WHITNEY NOTEWhitney Note"), is given in renewal and rearrangement and not in novation or discharge of: (a) that certain promissory note of Borrower payable to the order of Bank, dated October 24January 1, 20012000, in the amount of $10,000,000.00, and (b) that certain promissory note of Borrower payable to the order of Whitney, dated October 24January 1, 20012000, in the amount of $10,000,000.00 (both of the foregoing promissory notes being collectively referred to as the "ORIGINAL NOTESOriginal Notes"). The indebtedness evidenced by this note and the Whitney Note is a continuation of and an increase in the indebtedness evidenced by the Original Notes, which indebtedness is in no way extinguished or diminished hereby, and nothing contained in this note shall be construed (a) as a novation of the Original Notes or any collateral securing same; (b) as payment of any amount of principal or interest on the Original Notes; or (c) to release, cancel, terminate, or otherwise impair the status or priority of the liens created by the Collateral Documents (as defined in the Loan Agreement) and Borrower hereby ratifies, confirms, and approves the continuing existence, validity, priority, and binding effect of the Collateral Documents. BORROWER: GULF ISLAND FABRICATION, INC. By: ----------------------------- Xxxxx X. Xxxxxxx President & CEO COMMERCIAL PROMISSORY NOTE (REVOLVING) $10,000,000.00 New Orleans, Louisiana September 21, 2000 FOR VALUE RECEIVED, the undersigned ("BORROWER", whether one or more), in solido, promises to pay to the order of WHITNEY NATIONAL BANK ("BANK"), as provided below, at 000 Xx. Xxxxxxx Xxxxxx, New Orleans, Louisiana 70130, the sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00), with interest thereon from date until paid, at the rates specified in the Loan Agreement (as hereinafter defined). All payments shall be applied first to interest, then to other charges and insurance premiums (if applicable), then to principal. This note is one of the notes referred to in, is subject to the terms and conditions of, and is entitled to the benefits of, that certain Eighth Amended and Restated Revolving Credit Agreement, dated as of January 1, 2000, as amended by that certain First Amendment thereto dated the date hereof, by and among Borrower, the Existing Subsidiaries (as defined therein) Bank and Bank One, Louisiana, NA ("BANK ONE"), in its individual capacity and as agent for Bank and Bank One (the "LOAN AGREEMENT"), which Loan Agreement, among other things, contains provisions for the maximum amount of credit to be made available hereunder, certain fees, acceleration of the maturity hereof upon the happening of certain stated events, and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. Bank may from time to time make advances to Borrower under the Loan Agreement, the aggregate unpaid principal balance of which shall not exceed the principal amount stated herein. Borrower shall be obligated to repay only the actual amount advanced, plus interest and appropriate penalties calculated as provided in this Note. Bank, at Bank's election, may exercise any and all rights and remedies described in this note through Bank One, as Bank's agent. SINGLE PAYMENT NOTE/SINGLE PRINCIPAL PAYMENT, PERIODIC INTEREST --------------------------------------------------------------- INSTALLMENTS. PRINCIPAL SHALL BE PAYABLE IN FULL ON DECEMBER 31, 2002, AND ------------- INTEREST THEREON SHALL BE PAYABLE ON THE LAST DAY OF SEPTEMBER, 2000, AND THE LAST DAY OF EACH CALENDAR QUARTER THEREAFTER.

ELECTION OF LAW. This note shall be governed by and construed under the law of the State of Louisiana. Each party agrees that any action arising out of this note, or any renewals or substitutions for this note, may be brought in any competent court in the Parish of Orleans, State of Louisiana. This note, together with that certain Commercial Promissory Note (Revolving) dated the date hereofAugust 21, 1998, in the principal sum of $10,000,000.00, executed by Borrower, payable to the order of WhitneyFNBC, bearing interest at the per annum rate set forth herein (the "WHITNEY FNBC NOTE"), is given in renewal and rearrangement and not in novation or discharge of: (a) that certain promissory note of Borrower payable to the order of Bank, dated October 24May 1, 20011997, in the amount of $10,000,000.00, and (b) that certain promissory note of Borrower payable to the order of WhitneyFNBC, dated October 24May 1, 20011997, in the amount of $10,000,000.00 (both of the foregoing promissory notes being collectively referred to as the "ORIGINAL FORMER NOTES"). The indebtedness evidenced by this note and the Whitney FNBC Note is a continuation of and an increase in the indebtedness evidenced by the Original Former Notes, which indebtedness is in no way extinguished or diminished hereby, and nothing contained in this note shall be construed (a) as a novation of the Original Former Notes or any collateral securing same; (b) as payment of any amount of principal or interest on the Original Former Notes; or (c) to release, cancel, terminate, or otherwise impair the status or priority of the liens created by the Collateral Documents (as defined in the Loan Agreement) and Borrower hereby ratifies, confirms, and approves the continuing existence, validity, priority, and binding effect of the Collateral Documents. GULF ISLAND FABRICATION, INC. (BORROWER: ) BY:_______________________________ XXXXX X. XXXXXXX PRESIDENT FOURTH AMENDMENT TO COLLATERAL PLEDGE AGREEMENT AND RECEIPT (POSSESSORY COLLATERAL SECURITY AGREEMENT) THIS FOURTH AMENDMENT TO COLLATERAL PLEDGE AGREEMENT AND RECEIPT (POSSESSORY COLLATERAL SECURITY AGREEMENT) (this "AMENDMENT") is made and entered into as of August 21, 1998, by and among GULF ISLAND FABRICATION, INC., a Louisiana corporation ("BORROWER" or "PLEDGOR"), WHITNEY NATIONAL BANK, a national banking association ("WHITNEY"), and FIRST NATIONAL BANK OF COMMERCE, a national banking association ("FNBC"), in its individual capacity and in its capacity as agent (the "AGENT") for Whitney and FNBC (Whitney, FNBC, and the Agent being sometimes herein referred to collectively as "BANKS").

ELECTION OF LAW. This note shall be governed by and construed ---------------- under the law of the State of Louisiana. Each party agrees that any action arising out of this note, or any renewals or substitutions for this note, may be brought in any competent court in the Parish of Orleans, State of Louisiana. This note, together with that certain Commercial Promissory Note (Revolving) dated the date hereof, in the principal sum of $10,000,000.00, executed by Borrower, payable to the order of WhitneyBank One, bearing interest at the per annum rate set forth herein (the "WHITNEY BANK ONE NOTE"), is given in renewal and rearrangement and not in novation or discharge of: (a) that certain promissory note of Borrower payable to the order of Bank, dated October 24January 1, 20012000, in the amount of $10,000,000.00, and (b) that certain promissory note of Borrower payable to the order of WhitneyBank One, dated October 24January 1, 20012000, in the amount of $10,000,000.00 (both of the foregoing promissory notes being collectively referred to as the "ORIGINAL NOTES"). The indebtedness evidenced by this note and the Whitney Bank One Note is a continuation of and an increase in the indebtedness evidenced by the Original Notes, which indebtedness is in no way extinguished or diminished hereby, and nothing contained in this note shall be construed (a) as a novation of the Original Notes or any collateral securing same; (b) as payment of any amount of principal or interest on the Original Notes; or (c) to release, cancel, terminate, or otherwise impair the status or priority of the liens created by the Collateral Documents (as defined in the Loan Agreement) and Borrower hereby ratifies, confirms, and approves the continuing existence, validity, priority, and binding effect of the Collateral Documents. BORROWER: GULF ISLAND FABRICATION, INC.. BY: ______________________________ XXXXX X. XXXXXXX PRESIDENT & CEO

ELECTION OF LAW. This note shall be governed by and construed under the law of the State of Louisiana. Each party agrees that any action arising out of this note, or any renewals or substitutions for this note, may be brought in any competent court in the Parish of Orleans, State of Louisiana. This note, together with that certain Commercial Promissory Note (Revolving) dated the date hereofAugust 21, 1998, in the principal sum of $10,000,000.00, executed by Borrower, payable to the order of Whitney, bearing interest at the per annum rate set forth herein (the "WHITNEY NOTE"), is given in renewal and rearrangement and not in novation or discharge of: (a) that certain promissory note of Borrower payable to the order of Bank, dated October 24May 1, 20011997, in the amount of $10,000,000.00, and (b) that certain promissory note of Borrower payable to the order of Whitney, dated October 24May 1, 20011997, in the amount of $10,000,000.00 (both of the foregoing promissory notes being collectively referred to as the "ORIGINAL FORMER NOTES"). The indebtedness evidenced by this note and the Whitney Note is a continuation of and an increase in the indebtedness evidenced by the Original Former Notes, which indebtedness is in no way extinguished or diminished hereby, and nothing contained in this note shall be construed (a) as a novation of the Original Former Notes or any collateral securing same; (b) as payment of any amount of principal or interest on the Original Former Notes; or (c) to release, cancel, terminate, or otherwise impair the status or priority of the liens created by the Collateral Documents (as defined in the Loan Agreement) and Borrower hereby ratifies, confirms, and approves the continuing existence, validity, priority, and binding effect of the Collateral Documents. BORROWER: GULF ISLAND FABRICATION, INC.. (BORROWER)

ELECTION OF LAW. This note shall be governed by and construed under the law of the State of Louisiana. Each party agrees that any action arising out of this note, or any renewals or substitutions for this note, may be brought in any competent court in the Parish of Orleans, State of Louisiana. This note, together with that certain Commercial Promissory Note (Revolving) dated the date hereof, in the principal sum of $10,000,000.00, executed by Borrower, payable to the order of WhitneyBank One, bearing interest at the per annum rate set forth herein (the "WHITNEY BANK ONE NOTE"), is given in renewal and rearrangement and not in novation or discharge of: (a) that certain promissory note of Borrower payable to the order of Bank, dated October 24, 2001, in the amount of $10,000,000.00, and (b) that certain promissory note of Borrower payable to the order of WhitneyBank One, dated October 24, 2001, in the amount of $10,000,000.00 (both of the foregoing promissory notes being collectively referred to as the "ORIGINAL NOTES"). The indebtedness evidenced by this note and the Whitney Bank One Note is a continuation of and an increase in the indebtedness evidenced by the Original Notes, which indebtedness is in no way extinguished or diminished hereby, and nothing contained in this note shall be construed (a) as a novation of the Original Notes or any collateral securing same; (b) as payment of any amount of principal or interest on the Original Notes; or (c) to release, cancel, terminate, or otherwise impair the status or priority of the liens created by the Collateral Documents (as defined in the Loan Agreement) and Borrower hereby ratifies, confirms, and approves the continuing existence, validity, priority, and binding effect of the Collateral Documents. BORROWER: GULF ISLAND FABRICATION, INC.