Exhibit 10.1
NINTH AMENDMENT TO
NINTH AMENDED AND RESTATED
CREDIT AGREEMENT
This NINTH AMENDMENT dated as of July 15, 2010 (this "Ninth Amendment"), to
that certain NINTH AMENDED AND RESTATED CREDIT AGREEMENT, as amended (as so
amended, the "Credit Agreement"), dated as of December 31, 2003, is among GULF
ISLAND FABRICATION, INC., a Louisiana corporation ("Borrower"), GULF ISLAND,
L.L.C., a Louisiana limited liability company, DOLPHIN SERVICES, L.L.C., a
Louisiana limited liability company and successor by merger to Dolphin Services,
Inc., SOUTHPORT, L.L.C., a Louisiana limited liability company and successor by
merger to Southport, Inc., GULF ISLAND MINDOC COMPANY, L.L.C. (formerly Vanguard
Ocean Services, L.L.C.), a Louisiana limited liability company, GULF MARINE
FABRICATORS, L.P. (formerly G.M. FABRICATORS, L.P. and NEW VISION L.P.), a Texas
limited partnership, GULF MARINE FABRICATORS GENERAL PARTNER, L.L.C., (formerly
NEW VISION GENERAL PARTNER, L.L.C.), a Louisiana limited liability company, and
GULF MARINE FABRICATORS LIMITED PARTNER, L.L.C. (formerly NEW VISION LIMITED
PARTNER, L.L.C.), a Louisiana limited liability company, as Guarantors, WHITNEY
NATIONAL BANK, a national banking association ("Whitney") and JPMORGAN CHASE
BANK, N.A. (successor by merger to BANK ONE, N.A., Chicago) in its individual
capacity ("JPMorgan") (Whitney and JPMorgan, each a "Lender" and collectively
the "Lenders") and JPMorgan, as Agent and LC Issuer.
WHEREAS, the Borrower has requested that the Lenders extend the Facility
Termination Date under the Credit Agreement; and
WHEREAS, the Lenders are agreeable thereto, on the terms and conditions set
forth herein;
NOW, THEREFORE, the parties hereto do hereby amend the Credit Agreement,
all on the terms and conditions hereof and do hereby agree as follows:
1. Unless otherwise defined herein, all defined terms used in this
Ninth Amendment shall have the same meaning ascribed to such terms in the Credit
Agreement.
2. The Credit Agreement is hereby amended by amending and restating the
definition of "Facility Termination Date" to read in its entirety as follows:
"Facility Termination Date" means December 31, 2012 or any later date
as may be specified as the Facility Termination Date in any amendment
to this Agreement or any earlier date on which the Aggregate Commitment
is reduced to zero or otherwise terminated pursuant to the terms
hereof.
3. Except to the extent its provisions are specifically amended, modified
or superseded by this Ninth Amendment, the representations, warranties and
affirmative and negative covenants of the Borrower contained in the Credit
Agreement are incorporated herein by reference for all purposes as if copied
herein in full. The Borrower hereby restates and reaffirms each and every term
and provision of the Credit Agreement, as amended, including, without
limitation, all representations, warranties and affirmative and negative
covenants. Except to the extent its provisions are specifically amended,
modified or superseded by this Ninth Amendment, the Credit Agreement, as
amended, and all terms and provisions thereof shall remain in full force and
effect, and the same in all respects are confirmed and approved by the parties
hereto.
4. Borrower and each Guarantor acknowledge and agree that this Ninth
Amendment shall not be considered a novation or a new contract. Borrower and
each Guarantor acknowledge that all existing rights, titles, powers, Liens,
security interests and estates in favor of the Lenders constitute valid and
existing obligations and Liens and security interests as against the Collateral
in favor of the Agent for the benefit of the Lenders. Borrower and each
Guarantor confirm and agree that (a) neither the execution of this Ninth
Amendment nor the consummation of the transactions described herein shall in any
way effect, impair or limit the covenants, liabilities, obligations and duties
of the Borrower and each Guarantor under the Loan Documents, and (b) the
obligations evidenced and secured by the Loan Documents continue in full force
and effect. Each Guarantor hereby further confirms that it unconditionally
guarantees to the extent set forth in the Guaranty the due and punctual payment
and performance of any and all amounts and obligations owed the Borrower under
the Credit Agreement or the other Loan Documents.
5. Borrower and each Guarantor that has executed or is executing any
mortgage, security agreement, pledge, or other security device as security for
the obligations under the Credit Agreement hereby acknowledges and affirms that
such security remains in effect for the Obligations. Further, Borrower and each
Guarantor agree to execute such amendments, modifications, and additions as may
be requested by Agent from time to time.
6. This Ninth Amendment may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one and
the same instrument.
7. THIS NINTH AMENDMENT AND THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF LOUISIANA, BUT GIVING EFFECT TO FEDERAL
LAWS APPLICABLE TO NATIONAL BANKS.
[Remaining page left blank; Signature pages follow]
2
IN WITNESS WHEREOF, the Borrower, the Guarantors, the Lenders, the LC
Issuer and the Agent have executed this Ninth Amendment as of the date first
above written.
BORROWER:
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GULF ISLAND FABRICATION, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Chairman & CEO
GUARANTORS:
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GULF ISLAND, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, President & CEO
DOLPHIN SERVICES, L.L.C.,
successor by merger to Dolphin Services, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx, President & CEO
SOUTHPORT, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, President & CEO
Signature Page 1
GUARANTORS: (cont'd)
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GULF ISLAND MINDOC COMPANY, L.L.C.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Manager
GULF MARINE FABRICATORS, L.P.
(formerly G.M. FABRICATORS, L.P. and
NEW VISION, L.P.)
By: Gulf Marine Fabricators General Partner,
L.L.C.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx, Manager
GULF MARINE FABRICATORS GENERAL PARTNER, L.L.C.
(Formerly NEW VISION GENERAL PARTNER, L.L.C.)
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx, Manager
GULF MARINE FABRICATORS LIMITED PARTNER, L.L.C.
(Formerly NEW VISION LIMITED PARTNER, L.L.C.)
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx, Manager
Signature Page 2
LENDERS:
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JPMORGAN CHASE BANK, N.A.,
Successor by merger to Bank One, NA, Chicago,
Individually, as LC Issuer, and as Agent
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx, Vice President
Commitment: $30,000,000.00
Signature Page 3
LENDERS: (cont'd)
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WHITNEY NATIONAL BANK
By: /s/ Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx
Area President South Central Region
Commitment: $30,000,000.00
Signature Page 4
