Fifth Amendment to Ninth Amended and Restated Credit Agreement



 Exhibit 10.1 
 FIFTH AMENDMENT TO 
 NINTH AMENDED AND RESTATED 
 CREDIT AGREEMENT 
 This FIFTH AMENDMENT
dated as of March 31, 2006 (this “Fifth 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 (“Gulf Island Subsidiary”), DOLPHIN SERVICES, L.L.C., a
Louisiana limited liability company and successor by merger to Dolphin Services, Inc. (“Dolphin”), SOUTHPORT, L.L.C., a Louisiana limited liability company and successor by merger to Southport, Inc.
(“Southport”), GULF ISLAND MINDOC COMPANY, L.L.C. (formerly Vanguard Ocean Services, L.L.C.), a Louisiana limited liability company (“MinDOC”), G.M. FABRICATORS, L.P. (formerly NEW VISION L.P.), a
Texas limited Partnership (“GM Fabricators”), GULF MARINE FABRICATORS GENERAL PARTNER, L.L.C., (formerly NEW VISION GENERAL PARTNER, L.L.C.), a Louisiana limited liability company (“GM GP”), and GULF
MARINE FABRICATORS LIMITED PARTNER, L.L.C. (formerly NEW VISION LIMITED PARTNER, L.L.C.), a Louisiana limited liability company (“GM LP”), 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 to extend the
Facility Termination Date under the Credit Agreement and to amend the Credit Agreement to facilitate certain banking services and certain guarantees; 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 Fifth Amendment shall have the same meaning ascribed to such terms in the Credit Agreement. 
 2. The Credit Agreement is hereby amended by inserting the following two definitions, in proper alphabetical order, in Article I (Definitions) of the Credit Agreement: 
 “Banking Services” means each and any of the following bank services provided to Borrower or any Guarantor by any Lender or Affiliate of a
Lender: (i) commercial credit cards; (ii) stored value 







 cards; and (iii) treasury management services (including, without limitation, controlled
disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services). 
 “Banking
Service Obligations” means any and all obligations of the Borrower or any Guarantor, whether absolute or contingent and howsoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor) in connection with Banking Services, including any guaranty by Borrower of any Banking Service Obligations of any Guarantor. 
 3. The Credit Agreement is hereby amended by amending and restating the definition of “Obligations” to read in its entirety as follows: 
 “Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations, all Rate Management Obligations and Banking Service Obligations, all accrued and
unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Agent, the LC Issuer or any indemnified party arising under the Loan Documents, and of the Borrower to any Lender or
any Affiliate of a Lender arising pursuant to any guaranty by Borrower of any Rate Management Obligations or Banking Service Obligations of any Guarantor. 
 4. 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, 2008 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. 
 5. Section 6.10 of the Credit Agreement is hereby amended by adding thereto new sections (viii) and (ix) reading as follows: 
 (viii) Banking Service Obligations of Borrower or any Guarantor. 
 (ix) Guaranties by Borrower of any Indebtedness of any Guarantor
of the type listed in subsections (i), (ii), (iv), (v), (vi), or (vii) above. 
  

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 6. Section 6.20 of the Credit Agreement is hereby amended by deleting the reference to “Section
6.10(vii)” and replacing it with a reference to “Section 6.10(vi)”. 
 7. In order to facilitate the provision of Banking
Services to any one or more Guarantors, now or hereafter, Borrower does hereby absolutely and unconditionally guarantee as primary obligor and not as surety, in favor of each Lender and the Affiliates of each Lender, the full and punctual payment
(whether at stated maturity, upon acceleration, or otherwise, and at all times thereafter) of all Banking Service Obligations of each Guarantor, hereby binding itself in solido with each Guarantor in favor of each Lender and the Affiliates of each
Lender. This guaranty is a guaranty of payment and not of collection. The Borrower waives any right to require any Lender to sue any Guarantors obligated for all or any part of the Banking Service Obligations, or otherwise to enforce its payment
against any collateral securing all or any part of the Banking Service Obligations. 
 8. Except to the extent its provisions are specifically
amended, modified or superseded by this Fifth 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 Fifth 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. 
 9. Borrower and each Guarantor acknowledge and agree that this Fifth 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 Fifth 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. 
 10. Borrower and each Guarantor that has executed 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 
  

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 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. 
 11. This Fifth Amendment may be executed in any number of
counterparts and all of such counterparts taken together shaft be deemed to constitute one and the same instrument. 
 12. THIS FIFTH
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.

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 IN WITNESS WHEREOF, the Borrower, the Guarantors, the Lenders, the LC Issuer and the Agent have executed
this Fourth Amendment as of the date first above written. 
  

			
	BORROWER:
	
	GULF ISLAND FABRICATION, INC.
		
	By:	 	 /s/ Kerry J. Chauvin

		 	Kerry J. Chauvin, President & CEO


  

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	GUARANTORS:
	
	GULF ISLAND, L.L.C.
		
	By:	 	 /s/ William G. Blanchard

		 	William G. Blanchard, President & CEO


  

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	DOLPHIN SERVICES, L.L.C.,
	successor by merger to Dolphin Services, Inc.
		
	By:	 	 /s/ William J. Fromenthal

		 	William J. Fromenthal, President & CEO


  

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	SOUTHPORT, L.L.C.
		
	By:	 	 /s/ Jacques C. Olivier

		 	Jacques C. Olivier, President & CEO


  

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	GULF ISLAND MINDOC COMPANY, L.L.C.
		
	By:	 	 /s/ Kerry J. Chauvin

		 	Kerry J. Chauvin, Manager


  

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	G.M. FABRICATORS, L.P.
	(formerly NEW VISION, L.P.)
		
	By:	 	Gulf Marine Fabricators General Partner, L.L.C.
		
	By:	 	 /s/ Kirk J. Meche

		 	Kirk J. Meche, President


  

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	 GULF MARINE FABRICATORS GENERAL
 PARTNER, LLC

	(Formerly NEW VISION GENERAL PARTNER, L.L.C.)
		
	By:	 	 /s/ Kirk J. Meche

		 	Kirk J. Meche, President


  

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	 GULF MARINE FABRICATORS LIMITED
 PARTNER, LLC

	(Formerly NEW VISION LIMITED PARTNER, L.L.C.)
		
	By:	 	 /s/ Kerry J. Chauvin

		 	Kerry J. Chauvin, Manager


  

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	LENDERS:
	
	JPMORGAN CHASE BANK, N.A.,
	Successor by merger to Bank One, NA, Chicago
	Individually, as LC Issuer, and as Agent
		
	By:	 	 /s/ Tara T. Narasiman

		 	Tara T. Narasiman, Associate


  

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	WHITNEY NATIONAL BANK
		
	By:	 	 /s/ Josh J. Jones

		 	Josh J. Jones, Assistant Vice President


  

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