EX-10.1



 Exhibit 10.1 

THIRTEENTH AMENDMENT TO NINTH AMENDED AND RESTATED CREDIT AGREEMENT 

This THIRTEENTH AMENDMENT dated as of October 23, 2014 (this “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, GULF MARINE FABRICATORS LIMITED PARTNER, L.L.C. (formerly NEW
VISION LIMITED PARTNER, L.L.C.), a Louisiana limited liability company, GULF ISLAND MARINE FABRICATORS, L.L.C., a Louisiana limited liability company, and DOLPHIN STEEL SALES, L.L.C., a Louisiana limited liability company, as
Guarantors, WHITNEY BANK, a Louisiana state chartered bank (formerly known as Hancock Bank of Louisiana, successor by merger to Whitney National Bank) (“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 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, 2015 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
Amendment, the representations, warranties and affirmative and negative covenants of the Borrower and the Guarantors contained in the Credit Agreement are incorporated herein by reference for all purposes as if copied herein in full. The Borrower
and the Guarantors hereby restate and reaffirm 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 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 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 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. Borrower agrees to pay to Agent within ten (10) days
of receipt of invoices therefor, in immediately available funds, all of the internal and external costs and expenses incurred by Agent in connection with this Amendment, including, without limitation, inside and outside attorneys, processing,
documentation, title, filing, recording costs, expenses (including but not limited to, appraisal expenses), and fees. 
 7. This 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. 

8. THIS 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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page is intentionally blank.] 

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

					
	BORROWER:
	
	GULF ISLAND FABRICATION, INC.
		
	By:	 	 /s/ Jeffrey Favret

		 	Name: Jeffrey Favret
		 	Title: Vice President-Finance
	
	GUARANTORS:
	
	GULF ISLAND, L.L.C.
	
	By Gulf Island Fabrication, Inc., its sole member
		
	By:	 	 /s/ Jeffrey Favret

		 	Name: Jeffrey Favret
		 	Title: Vice President-Finance
	
	 DOLPHIN SERVICES, L.L.C.,

successor by merger to Dolphin Services, Inc.

	
	By Gulf Island Fabrication, Inc., its Manager
		
	By:	 	 /s/ Jeffrey Favret

		 	Name: Jeffrey Favret
		 	Title: Vice President-Finance
	
	SOUTHPORT, L.L.C.
	
	By Gulf Island, L.L.C., its sole member
		
		 	By Gulf Island Fabrication, Inc., its sole member
			
		 	By:	 	 /s/ Jeffrey Favret

		 		 	Name: Jeffrey Favret
		 		 	Title: Vice President-Finance



  

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	 GUARANTORS: (cont’d)

	
	 GULF ISLAND MINDOC COMPANY, L.L.C.

	
	 By Gulf Island Fabrication, Inc., its Manager

			
		 	By:	 	 /s/ Jeffrey Favret

		 		 	 Name: Jeffrey Favret

		 		 	 Title: Vice President-Finance

	
	 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., its General Partner

			
		 	By:	 	 /s/ Jeffrey Favret

		 		 	 Name: Jeffrey Favret

		 		 	 Title: Manager

	
	 GULF MARINE FABRICATORS GENERAL

	 PARTNER, L.L.C.

	 (Formerly NEW VISION GENERAL PARTNER, L.L.C.)

		
	 By:
	 	 /s/ Jeffrey Favret

		 	 Name: Jeffrey Favret

		 	 Title: Manager

	
	 GULF MARINE FABRICATORS LIMITED PARTNER, L.L.C.

	 (Formerly NEW VISION LIMITED PARTNER, L.L.C.)

	
	 By Gulf Island Fabrication, Inc., its Manager

			
		 	By:	 	 /s/ Jeffrey Favret

		 		 	 Name: Jeffrey Favret

		 		 	 Title: Vice President-Finance



  

  

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	GUARANTORS: (cont’d)
	
	GULF ISLAND MARINE FABRICATORS, L.L.C.
	
	By Gulf Island Fabrication, Inc., its sole member
			
		 	By:	 	 /s/ Jeffrey Favret

		 		 	Name:	 	Jeffrey Favret
		 		 	Title:	 	Vice President-Finance
	
	DOLPHIN STEEL SALES, L.L.C.
	
	By Gulf Island Fabrication, Inc., its Manager
			
		 	By:	 	 /s/ Jeffrey Favret

		 		 	Name:	 	Jeffrey Favret
		 		 	Title:	 	Vice President-Finance



  

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		 		 	LENDERS:
			
	Commitment: $40,000,000.00	 		 	JPMORGAN CHASE BANK, N.A.,
		 		 	Successor by merger to Bank One, NA, Chicago, Individually, as LC Issuer, and as Agent
				
		 		 	By:	 	 /s/ Donald Hunt

		 		 		 	Donald Hunt, Officer


  

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		 		 	LENDERS: (cont’d)
			
	Commitment: $40,000,000.00	 		 	WHITNEY BANK
				
		 		 	By:	 	 /s/ Josh J. Jones

		 		 		 	Josh J. Jones
		 		 		 	Area President South Central Region


  
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